Directors Report of Shanti Spintex Ltd.

Mar 31, 2025

The financial year 2024-25 was marked by strategic progress and focused execution across the Company''s key growth pillars. The performance of the Company has been satisfactory, and the Board remains confident about its future prospects. It gives us great pride to present the 15th Annual Report, along with the audited financial statements of the Company for the financial year ended 31st March 2025.

FINANCIAL HIGHLIGHTS:

Below is a concise summary of our financial performance, reflecting our steady growth and operational strength during the year under review:

PARTICULARS	FINANCIAL YEAR ENDED MARCH 31, 2025 (K IN LAKHS)	FINANCIAL YEAR ENDED MARCH 31, 2024 (K IN LAKHS)
Revenue from Operations	70994.01	50583.06
Other Income	52.41	125.46
Total Income	71046.43	50708.52
Total Expense	69688.67	48918.79
Profit Before Tax (PBT)	1357.76	1789.74
Less: Tax Expense	337.75	487.99
Profit After Tax (PAT)	1020.01	1301.75
Earnings Per Share (EPS) -Basic & Diluted	6.04	8.71

The financial year 2024-25 marked a period of robust revenue growth for Shanti Spintex Limited, driven by strong market demand, enhanced capacity utilization, and strategic product mix optimization. The

Company achieved an impressive 40% increase in revenue from operations, reaching ^70,994.01 lakhs compared to ^50,583.06 lakhs in the previous year.

This growth reflects the successful execution of strategic initiatives across production efficiency, customer engagement, and market expansion. Total income stood at ^71,046.43 lakhs in FY 2024-25, as against ^50,708.52 lakhs in FY 2023-24.

While profitability moderated due to input cost escalations and other operational pressures, the Company remained resilient. It reported a Profit Before Tax (PBT) of ^1,357.76 lakhs and a Profit After Tax (PAT) of ^1,020.01 lakhs for the year.

The Earnings Per Share (EPS) stood at ^6.04, reflecting the Company''s ongoing commitment to shareholder value creation, even amidst margin pressures.

This financial performance underscores Shanti Spintex Limited''s operational agility and financial discipline, positioning the Company for sustained and profitable growth in the years ahead.

OPERATIONAL REVIEW:

During the year under review, the Company achieved 89% capacity utilization, reflecting efficient production planning and strong demand for our products. This operational performance underscores our commitment to optimizing resources while maintaining quality and timely delivery.

The financial statements of Shanti Spintex Limited have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other relevant provisions of the Act.

DIVIDEND:

Your directors have not recommended any dividend for the financial year ended March 31, 2025, in order to conserve resources for future growth and expansion plans of the Company.

RESERVES AND SURPLUS:

The Reserves and Surplus of the Company stood at ^7,987.99 lakhs as on 31st March 2025, as compared to ^6,967.98 lakhs as on 31st March 2024, reflecting an increase of ^1,020.01 lakhs.

This increase is attributable to the retained earnings from the profit generated during the financial year. The Company continues to adopt a conservative and growth-oriented approach by reinvesting profits to strengthen the balance sheet, enhance liquidity, and fund future expansion.

No amount has been transferred to the General Reserve during the year under review.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year.

PAYMENT OF LISTING FEES:

The Equity Shares of the Company are listed on the BSE SME Platform. The Company has paid the annual listing fees for the financial year 2025-26 to the BSE Limited within the prescribed timeline.

SHARE CAPITAL:

The paid-up equity share capital of the Company as on 31st March 2025 stood at ^ 16,88,80,000.00/-(Rupees Sixteen Crores Eighty-Eight Lacs and Eighty Thousand Only). There were no changes in the capital structure during the year under review.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any public deposits under Section 73 to 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, as on 31st March 2025, there were no outstanding deposits, unpaid or unclaimed deposits, or any default in repayment of deposits or payment of interest thereon.

POLICIES:

The updated policies adopted by the Company as per statutory and governance requirements are uploaded on website of the Company at www.shantispintex.com

SECRETARIAL STANDARDS:

The Company has complied with the applicable provisions of Secretarial Standards issued by the

Institute of Company Secretaries of India (ICSI), as prescribed under Section 118(10) of the Companies

Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year under review, the following changes occurred in the Board of Directors and Key

Managerial Personnel of the Company:

> Mrs. Urmila B. Agarwal was appointed as a Non-Executive Director of the Company with effect from 03rd January 2025, and her appointment was subsequently regularized by the members at the 15th Annual General Meeting of the Company.

> Mr. Bhavik Talati, Non-Executive Director of the Company, resigned from his position with effect from 01st January 2025. The Board places on record its sincere appreciation for the valuable contributions and guidance provided by him during his tenure.

a. Composition of the Board and Key Managerial Personnel:

As on the date of this Report, the composition of the Board and Key Managerial Personnel is as under:

NAME	DESIGNATION
Mr. Bharatbhushan O. Agarwal	Whole-Time Director, CFO and Chairman
Mr. Rikin B. Agarwal	Managing Director
Ms. Kruti Vyas	Independent Director
Mrs. Monika G. Gupta	Independent Director
Mrs. Urmila B. Agarwal	Non-Executive Director
Mrs. Mohini Singhal	Company Secretary & Compliance Officer

b. Declaration by Independent Directors:

All Independent Directors have submitted declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

After the close of the financial year on 31st March 2025 and up to the date of this Report, the following material change has occurred which may have a bearing on the financial position of the Company:

On 09th May 2025, the Company completed the acquisition of Teesta Spintex Private Limited, which has now become a wholly owned subsidiary of Shanti Spintex Limited. This strategic move represents a significant step in forward integration, enabling the Company to consolidate its operations, enhance control and improve overall value chain efficiency.

This acquisition is expected to contribute positively to the Company''s operations and financial performance in the upcoming financial years.

Except for the above, there have been no other material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

DETAILS OF THE ASSOCIATES/ JOINT VENTURE / SUBSIDIARIES COMAPANIES:

During the financial year 2024-25, the Company did not have any associate companies, joint ventures,

or subsidiaries within the meaning of the Companies Act, 2013.

However, subsequent to the close of the financial year, the Company has acquired Teesta Spintex Private Limited on 09th May 2025, making it a wholly owned subsidiary of Shanti Spintex Limited. Necessary disclosures in this regard have been made under the relevant section of this Report.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT. 2013:

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note to the financial statements.

REPORTING OF FRAUD:

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of fraud committed by the Company''s officers or employees to the Audit Committee under Section 143(12) of the Act, as required for disclosure in this report.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended 31st March 2025 is available on the Company''s website.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Company''s operations in future.

BOARD EVALUATION:

As part of its commitment to excellence in corporate governance, Shanti Spintex Limited has implemented a structured and comprehensive evaluation process for the Board of Directors, its Committees, and individual Directors.

This evaluation is conducted annually to ensure that the Board and its Committees are functioning effectively, efficiently, and in alignment with the Company''s strategic objectives and governance best practices.

The evaluation process covers various parameters including the composition of the Board, participation of Directors, decision-making processes, adherence to compliance requirements, and overall contribution toward the growth and sustainability of the Company.

The outcome of the evaluation reflected a high level of satisfaction with the performance of the Board, its committees, and individual Directors.

COMPLIANCE WITH APPLICABLE LAWS:

The Company has complied with all the applicable provisions of the Companies Act, 2013 and the rules made thereunder, as well as the regulations, circulars, and guidelines issued by the Securities and Exchange Board of India (SEBI), including the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

The Board of Directors affirms that Shanti Spintex Limited is committed to maintaining the highest standards of corporate governance and regulatory compliance.

CORPORATE GOVERNANCE:

In compliance with Regulations 17 to 22 and Regulation 34 of the Listing Regulations, a separate report on Corporate Governance, is annexed as "Annexure-A" to this report.

MEETINGS OF THE BOARD

The Board of Directors met 7 (Seven) times during the financial year under review. The details of the Board meetings, including dates and attendance of the Directors, are provided in the Corporate Governance Report, which is annexed as Annexure - A and forms an integral part of this Report.

The interval between two consecutive meetings was within the limits prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEETING OF INDEPENDENT DIRECTORS:

In accordance with the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on 25^th March, 2025, without the presence of NonIndependent Directors and members of management.

At the said meeting, the Independent Directors:

â¢ Reviewed the performance of the Non-Independent Directors and the Board as a whole;

â¢ Reviewed the performance of the Chairperson of the Company

The Independent Directors expressed satisfaction with the overall functioning and performance of the Board and its Committees.

The provisions relating to the submission of a Business Responsibility and Sustainability Report (BRSR) under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, as it is listed on the BSE SME Platform.

Hence, the Company has not prepared or annexed a Business Responsibility Report for the financial year ended 31st March 2025.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the year under review forms an integral part of the Annual Report and is annexed hereto as âAnnexure - B".

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the information relating to conservation of energy, technology absorption, research and development, and foreign exchange earnings and outgo is provided in âAnnexure - C". to this Director''s Report.

SAFETY. HEALTH. AND ENVIRONMENTAL RESPONSIBILITY:

At Shanti Spintex, safety, occupational health, and environmental responsibility are central to our operations. We prioritize zero harm to employees and the community through continuous training and safety initiatives. Our operations comply with environmental regulations and focus on preserving natural resources.

We have obtained all necessary approvals from relevant government authorities, demonstrating our commitment to high safety and environmental standards.

INSURANCE:

All assets of the company including inventories, building, plant and machineries are adequately insured.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION-PROHIBITION & REDRESSAL) ACT. 2013:

Shanti Spintex is dedicated to maintaining a safe and harassment-free workplace. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, we have implemented a policy to prevent and address sexual harassment. This policy covers all employees, including permanent, contractual, temporary, and trainees. This policy is accessible on our website at www.shantispintex.com.

No complaints of sexual harassment were received during the Financial Year 2024-25.

NOMINATION AND REMUNERATION POLICY:

In compliance with the provisions of Section 178 of the Act, The Nomination and Remuneration Policy as approved by the Board of Directors has been uploaded on the website of the Company www.shantispintex.com.

The Company has in place a dedicated Corporate Social Responsibility (CSR) Policy, formulated in accordance with the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder. The CSR Policy is available on the Company''s website at www.shantispintex.com.

Details of the CSR initiatives undertaken during the financial year, including the prescribed CSR obligation, amount spent, and ongoing projects, are provided in âAnnexure - D" of this Board Report.

Further, information regarding the composition of the CSR Committee, number and dates of meetings held, and attendance of members is included in the Corporate Governance Report, annexed as Annexure - A.

DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts or arrangements entered into by the Company with related parties during the financial year were in the ordinary course of business and at armâs length basis, in compliance with the provisions of Section 188 of the Companies Act, 2013 and the rules made thereunder, as well as applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There were no material related party transactions entered into by the Company during the year under review. The requisite disclosure in Form AOC-2, pursuant to Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, is annexed to this Report as âAnnexure -E".

Details of related party transactions as per the applicable Accounting Standards are provided in the notes to the standalone financial statements.

The Company''s policy on related party transactions is available on its website at www.shantispintex.com

PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as "Annexure-F" to this report.

During FY 2024-25, no employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

AUDITORS AND AUDITORSâ REPORT:

Statutory Auditor

Pursuant to the provisions of Sections 139, 142 and other applicable provisions of the Companies Act, 2013, and the Rules made thereunder, the Members of the Company at the 15^th Annual General Meeting have approved the re-appointment of M/s. Anil Shah & Co., Chartered Accountants (Firm Registration No. 100474W), as the Statutory Auditors of the Company, to hold office from the conclusion of the said Annual General Meeting until the conclusion of the Annual General Meeting to be held for the financial year ending March 31, 2029, thereby completing a period of five years from the date of Company''s listing on BSE SME platform (i.e., December 27, 2023).

The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company in terms of the provisions of the Companies Act, 2013 and rules made thereunder. The Board, in consultation with the Statutory Auditors, shall determine their remuneration from time to time.

The Audit Report issued by the Statutory Auditors for the financial year ended 31st March 2025 does not contain any qualifications, reservations, adverse remarks, or disclaimers. The notes to the financial statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors has appointed M/s HDS & Associates., Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2024-25. The report submitted by the Secretarial Auditor in Form MR-3 is attached to this report as "Annexure-G".

The observations made in the report, if any, are self-explanatory and do not call for further comments from the Board.

Further, based on the recommendation of the Audit Committee, the members have approved their appointment for a period of five years (FY 2025-26 to 2029-30) at the 15th Annual General Meeting.

Cost Auditor

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors, at its meeting, appointed M/s. Mayur Chhaganbhai Undhad & Co., Cost Accountants, Ahmedabad, as the Cost Auditor of the Company for the financial year 2024-25, to conduct the audit of cost records maintained by the Company.

The Cost Audit Report for the previous financial year does not contain any audit qualifications, reservations, adverse remarks, or disclaimers.

Internal Auditor

In accordance with the provisions of Section 138 of the act and rules made thereunder, the Board of Directors of the Company have appointed M/s Kunal Agrawal & Associates., Chartered Accountants (Firm Reg. No. 132720W) as the Internal Auditor to conduct the Internal Audit of the Company for the F.Y. 202425.

The Internal Auditor conducts a comprehensive review of the Company''s internal control systems and processes. The observations made in the internal audit report, if any, are self-explanatory and do not require any further comments from the Board.

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company maintains a robust and effective internal financial control system, ensuring the safeguarding and protection of all assets, as well as the accurate authorization, recording, and reporting of transactions. The internal audit encompasses a broad range of operational aspects and verifies compliance with specific standards pertaining to the availability and appropriateness of policies and procedures.

It is noteworthy that in the past year, no significant weaknesses in the design or operation of this system were identified or reported

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Companies Act of 2013 underscores the importance of establishing an efficient internal financial control system within the company. Additionally, Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014 mandates the disclosure of information concerning the adequacy of internal financial controls in relation to the financial statements within the Board''s report. This comprehensive report is an integral component of the Independent Auditor''s Report.

CODE OF CONDUCT

The Board of Directors of the Company has laid down a Code of Conduct for all the Board Members and Senior Management Personnel of the Company. The Board Members and the Senior Management personnel have affirmed compliance with the code for the year 2024-25.

The said Code of Conduct has been posted on the website of the Company at www.shantispintex.com.

A declaration to this effect is annexed to the Corporate Governance Report, which forms part of this Annual Report.

PREVENTION OF INSIDER TRADING

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulation, 2015 the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by its employees and other connected persons and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information.

The updated "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" has been uploaded on the Company''s website at www.shantispintex.com.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any.

The said policy has been disseminated within the organization and has also been uploaded on the Company''s website at www.shantispintex.com.

RISK MANAGEMENT POLICY:

At Shanti Spintex Limited, risk management is an integral part of our operational and strategic planning processes. The Company has in place a comprehensive Risk Management Policy that provides a structured and proactive approach to identifying, assessing, monitoring, and mitigating various risks that could potentially impact the achievement of business objectives. The risk management framework is designed to address both internal and external risks, including operational, financial, regulatory and environmental risks. Key risks are continuously reviewed and integrated into the Company''s decisionmaking process to ensure informed and balanced actions.

Regular assessments and updates of the risk management systems are carried out to remain aligned with dynamic business environments and changing regulatory landscapes. This approach ensures the longterm sustainability of the business and the protection of stakeholders'' interests.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, no amount was due for transfer to IEPF in accordance with Section 125 of the Companies Act, 2013.

CAUTIONARY STATEMENT:

Statements in this Report, including those relating to the Company''s objectives, projections, estimates, expectations, or predictions, may constitute "forward-looking statements" within the meaning of applicable laws and regulations. These statements are based on certain assumptions and expectations of future events.

Actual results, performance, or achievements could differ materially from those expressed or implied due to various risks and uncertainties, including but not limited to changes in market conditions, government policies, economic developments, and other incidental factors.

The Company assumes no responsibility to publicly amend, modify, or revise any forward-looking statements based on subsequent developments, information, or events, except as required by applicable laws.

APPRECIATION

Our directors extend their heartfelt gratitude to all employees at every level for their unwavering hard work, dedication, and commitment. They sincerely thank and appreciate the continued contributions, support, and cooperation of all employees, which greatly enhance the company''s operations and performance.

ACKNOWLEDGEMENT:

Our directors wish to convey their heartfelt appreciation for the cooperation and assistance extended by Shareholders, Bankers, regulatory bodies, and other vital business partners throughout the year under review.

Furthermore, our directors want to acknowledge and express their deep sense of gratitude for the unwavering commitment exhibited by all executives, officers, and staff, which played a pivotal role in the Company''s successful performance during the year.

Mar 31, 2024

Your directors have pleasure in presenting the 14^th Annual Report of Shanti Spintex Limited along with the Audited Financial Statements for the year ended March 31, 2024.

FINANCIAL SUMMARY AND HIGHLIGHTS

The performance of the Company for the financial year ended March 31, 2024, summarized as follows:

(in INR Lakhs)

Particulars	FY 2023-24	FY 2022-23
Revenue from Operations	50583.06	37033.22
Other Income	125.46	38.05
Total Income	50708.52	37071.27
Total Expense	48918.79	36730.27
Profit Before Tax	1789.74	1413.88
Less: Tax Expense	487.99	401.08
Profit After Tax	1301.75	1012.80
Earnings Per Share	8.71	7.13

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REVENUE

EXPENSE

PROFIT BEFORE TAX

PROFIT AFTER TAX

KEY HIGHLIGHTS ON FINANCIAL PERFORMANCE

For the financial year 2023-24, Shanti Spintex Limited achieved a significant milestone by recording a revenue from operations of INR 50,583.06 Lakhs. This represents a substantial growth of approximately 36.65% compared to the previous financial year''s revenue of INR 37,033.22 Lakhs. This impressive increase is attributed to enhanced utilization of production capacity, improved sales strategies, and expansion into new markets.

The Profit After Tax for the financial year ended March 31, 2024, stood at INR 1,301.75 Lakhs, showcasing an increase of approximately 28.56% over the previous yearâs profit of INR 1,012.80 Lakhs. This improvement is primarily due to efficient management of resources and cost optimization measures implemented during the year.

The Earnings Per Share (EPS) for the year 2023-24 is INR 8.71, as against INR 7.13 in the previous year, reflecting a growth of approximately 22.14%. The consistent increase in EPS highlights the companyâs commitment to enhancing shareholder value.

The company remains optimistic about the future, with plans to further enhance its production capabilities, explore new markets, and invest in technology to drive growth and profitability. The focus will remain on sustainable growth and maximizing shareholder value.

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

TRANSFER TO RESERVES

During the financial year ended March 31, 2024, Shanti Spintex Limited has transferred an amount of INR 1,612.80 Lakhs to the Securities Premium Reserve. This amount represents the premium collected over and above the face value of shares issued during the Initial Public Offering (IPO). The Securities Premium Reserve will be utilized in accordance with the provisions of the Companies Act, 2013.

DIVIDEND

The Board of Directors of the Company has decided not to declare any dividend for the financial year ended March 31, 2024. This decision has been taken to conserve resources for future growth and expansion plans of the Company. The retained earnings will be utilized to strengthen the financial position and support ongoing and future business initiatives.

BUSINESS EXPANSION, MODERNIZATION & INNOVATION

Shanti Spintex Limited continues to expand its business operations, consistently crossing new milestones of growth and creating value-added products in the textile industry. The Companyâs unwavering commitment to expansion, innovation, and productivity, combined with modernization of business operations, forms the cornerstone of its success.

During the year under review, the Company has taken a significant step by bringing its Initial Public Offering (IPO) to the market. This milestone not only reflects the Companyâs growth trajectory but also strengthens its financial base for future expansion and innovation endeavors.

The Company remains committed to serving its customers and ensuring their needs are met, even in adverse market conditions. The Companyâs dedication to its core values of expansion, innovation, productivity, and modernization positions it as a leading player in the textile industry, poised for continued success and growth.

LISTING OF SHARES ON SME PLATFORM OF BSE LIMITED

During the financial year 2023-24, Shanti Spintex Limited successfully listed its shares on the SME Platform of BSE Limited on December 27, 2023. This significant milestone marks a new chapter in the Companyâs growth journey, providing it with enhanced visibility and access to a broader investor base.

The listing fee for the year 2024-2025 has been duly paid.

SHARE CAPITAL STRUCTURE

As on March 31, 2024, the Authorized Share Capital of the Company is INR 20,00,00,000.00/-(Rupees Twenty Crores Only) and Issued, Subscribed, and Paid-up Share Capital (Fully Subscribed) is INR 16,88,80,000.00/- (Rupees Sixteen Crores Eighty-Eight Lacs and Eighty Thousand Only)

Changes in Share Capital During the Year

Bonus Issue: On August 2, 2023, the Company issued 71,00,000 bonus shares in a 1:1 ratio. This bonus issue reflects the Companyâs strong financial performance and commitment to rewarding its shareholders.

Initial Public Offering (IPO): On December 22, 2023, the Company successfully completed its IPO, issuing 26,88,000 new shares. This IPO marks a significant milestone, enhancing the Companyâs capital base and providing access to a broader investor base through the listing on the SME Platform of BSE Limited.

Summary of Share Capital:

Authorized Capital: INR 20,00,00,000.00/-

Paid-up Capital Before Bonus Issue: INR 7,10,00,000.00/-

Paid-up Capital After Bonus Issue (1:1): INR 14,20,00,000.00/-

Paid-up Capital After IPO: INR 16,88,80,000.00/-

DETAILS OF THE ASSOCIATES/ JOINT VENTURE / SUBSIDIARIES COMAPANIES

During the financial year 2023-24, Shanti Spintex Limited did not have any associates, joint ventures, or subsidiary companies. The Company continues to focus on its core operations and strategic initiatives to drive growth and enhance shareholder value.

PUBLIC DEPOSIT

Shanti Spintex Limited has not accepted any public deposits during the financial year 202324. Furthermore, there were no outstanding amounts against any public deposits at the end of the year.

CORPORATE GOVERNANCE

In compliance with Regulations 17 to 22 and Regulation 34 of the Listing Regulations, a separate report on Corporate Governance, is annexed as "Annexure-A" to this report.

MEETINGS OF THE BOARD

The Board met 15 (Fifteen) times during the financial year. Details of meetings are given in the Corporate Governance Report annexed herewith as Annexure-A and forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SECRETARIAL STANDARDS

During the year under review, your company has complied with the applicable Secretarial Standards.

MATERIAL CHANGES OR COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

There were no other material changes or commitments which affected the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

CHANGE IN NATURE OF BUSINESS, IF ANY

There is no change in the nature of your Companyâs business during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note to the financial statements.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent Director of the Company confirming that he/she met with the criteria of independence as laid out in subsection (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

REPORTING OF FRAUD

POLICIES

The updated policies adopted by the Company as per statutory and governance requirements are uploaded on website of the Company at www.shantispintex.com

MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on December 22^nd, 2023 inter alia, to discuss:

â¢ Review of the performance of Non-independent Directors and the Board of Directors as a whole.

â¢ Assess the quality, content and timeliness of flow of information between the management and

â¢ To ensure the Board effectively and reasonably perform its duties.

All Independent Directors were present at the meeting.

BOARD EVALUATION

As part of our commitment to excellence in corporate governance, Shanti Spintex Limited has implemented a comprehensive evaluation process for the Board of Directors, its committees, and individual directors. This process is conducted annually to ensure that the Board and its committees are functioning effectively and efficiently, in line with the companyâs strategic objectives and governance standards.

EXTRACT OF ANNUAL RETURN

In pursuance to Section 92 and 134 (3) (a) of the Companies Act, 2013 (âthe Actâ) read with relevant Rules thereunder The Annual Return of the Company for the Financial Year 20232024 is available on the website of the Company at: www.shantispintex.com.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Companyâs operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board at Shanti Spintex Limited adheres to statutory provisions. The Board consists of five members, including two independent directors.

None of the Directors of the Company are disqualified from being appointed as Directors under Section 164(2) of the Companies Act, 2013, and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Changes in the Board of Directors and KMPs:

The following changes occurred in the Board of Directors and Key Managerial Personnel (KMPs):

a. The Board has appointed Mr. Bhavik Rameshbhai Talati as a non-executive director of the Company w.e.f. 31.07.2023.

b. The Board has appointed Mrs. Mohini Singhal as Company Secretary and compliance officer of the Company w.e.f. 02.08.2023

c. The Board has appointed Mr. Bharatbhushan O. Agarwal as the Chief financial officer of the Compay w.e.f. 24.08.2023

d. The Board has appointed Miss. Kruti Vyas as the Non-Executive Independent Director of the Company w.e.f. 31.08.2023

e. The Board has appointed Mrs. Sejal R. Agrawal as the Non-Executive Independent Director of the Company w.e.f. 31.08.2023

f. The Board re-designated Mr. Rikin B. Agarwal as the Managing Director of the Company w.e.f. 31.08.2023

g. The Board re-designated Mr. Bharatbhushan O. Agarwal as the Chairman and Whole-Time Director of the Company w.e.f. 31.08.2023

h. Pursuant to Section 152 of Companies Act, 2013 Mr. Bharatbhushan O. Agarwal shall retire by rotation at the ensuing Annual General Meeting being eligible offers himself for re-appointment for directorship of the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the Financial Year 2023-2024 is annexed as "Annexure-B" and forms an integral part of this Board Report.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report for the year ended March 31, 2024 as stipulated under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable as your Company is not falling in the list of top 1000 Companies as per the Market Capitalization as on March 31, 2024.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with Section 134(3)(m) of the Companies Act, 2013, and Rule 8 of the Companies (Accounts) Rules, 2014, details regarding conservation of energy, research and development, technology absorption, and foreign exchange earnings and outgo are provided in "Annexure-C" to the Directorsâ Report.

SAFETY, HEALTH, AND ENVIRONMENTAL RESPONSIBILITY

We have obtained all necessary approvals from relevant government authorities, demonstrating our commitment to high safety and environmental standards.

INSURANCE

All assets of the company including inventories, building, plant and machineries are adequately insured.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

1. That in the preparation of the annual financial statements for the financial year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year as on 31st March, 2024 and of the profit and loss of the Company for that period;

3. They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. They had prepared the annual financial statements on a going concern basis;

5. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

No complaints of sexual harassment were received during the Financial Year 2023-24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has a has a dedicated Policy on Corporate Social Responsibility (CSR), accessible on our website at www.shantispintex.com. Details of our CSR Policy, along with activities undertaken during the year, are outlined in "Annexure-D" of this Board Report.

Additionally, specifics regarding the composition, number, and dates of CSR Committee meetings, including member attendance, are provided separately in the Corporate Governance Report (Annexure-A).

NOMINATION AND REMUNERATION POLICY

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company ensured all related party transactions were in compliance with Section 188 of the Companies Act and Regulation 23 of the Listing Regulations. During the year under review, all the transactions were conducted on an arm''s length basis in the ordinary course of business.

The Audit Committee reviewed and approved the statements of related party transactions as required by law and Listing Regulations. The Company also submitted half-yearly disclosures of related party transactions to the Stock Exchanges in accordance with Regulation 23 of the Listing Regulations. "Annexure-E" in the Board Report provides details of related party contracts and arrangements in accordance with Section 134(3)(h) of the Act.

AUDITORS AND AUDITORSâ REPORT

Statutory Auditor

Pursuant to Section 139 of the Companies Act, 2013, M/s Anil S Shah & Co., Chartered Accountants (FRN.: 100474W), were appointed as the Statutory Auditor of the Company at 10TH Annual General Meeting for 5 (five) consecutive years till the conclusion of the Annual General Meeting to be held for Financial Year 2025, on such remuneration as may be agreed between Board of Directors and the firm.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor''s Report are selfexplanatory.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors has appointed M/s HDS & Associates., Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2023-24. The report submitted by the Secretarial Auditor in Form MR-3 is attached to this report as "Annexure-F". The remark of secretarial auditor is selfexplanatory in nature.

Cost Auditor

M/s. Mayur Chhaganbhai Undhad and Co, Cost Accountant, Ahmedabad appointed as a Cost Auditor of the Company for the Financial Year 2023-24 in the Board meeting held on 31^st Day of May, 2023 for conducting the audit of cost records of the Company for the Financial Year 2023-2024. Further there are no audit qualifications, reservations, adverse remarks or disclaimer in the Cost Audit Report.

Internal Auditor

In accordance with the provisions of Section 138 of the act and rules made thereunder, the Board of Directors of the Company have appointed M/s Rajat Bansal & Associates (Firm Reg. No. 330094E) as Internal Auditor to conduct the Internal Audit of the Company for the F.Y. 2023-24. Further the report with no audit qualifications, reservation, adverse remark or disclaimer on Internal Auditor of the Company for the Financial Year 2023-2024 has been received.

INTERNAL FINANCIAL CONTROL SYSTEM:

It is noteworthy that in the past year, no significant weaknesses in the design or operation of this system were identified or reported

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Companies Act of 2013 underscores the importance of establishing an efficient internal financial control system within the company. Additionally, Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014 mandates the disclosure of information concerning the adequacy of internal financial controls in relation to the financial statements within the Boardâs report. This comprehensive report is an integral component of the Independent Auditorâs Report.

CODE OF CONDUCT

The said Code of Conduct has been posted on the website of the Company at www.shantispintex.com. A declaration to this effect is annexed to the Corporate Governance Report, which forms part of this Annual Report.

PREVENTION OF INSIDER TRADING

The updated "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" has been uploaded on the Companyâs website at www.shantispintex.com.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any.

The said policy has been disseminated within the organization and has also been uploaded on the Companyâs website at www.shantispintex.com.

RISK MANAGEMENT POLICY:

Risk management at Shanti Spintex is a fundamental aspect of our operational strategy, encompassing a proactive approach to identifying, assessing, and mitigating risks across all facets of our business. We have established a robust Risk Management Policy that guides our efforts in minimizing uncertainties that could impact our business objectives, financial stability, and reputation.

Our comprehensive risk management framework integrates key risk factors into our strategic planning processes and operational decisions, ensuring that risks are identified early and managed effectively. Regular reviews and updates of our risk management practices enable us to adapt swiftly to evolving market conditions and regulatory requirements, thereby safeguarding our stakeholders'' interests and fostering sustainable growth.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, no amount was due for transfer to IEPF in accordance with Section 125 of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES

During FY 2023-24, no employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURE ON COMPLIANCE

The Company is in compliance with all the laws, regulations and provisions of the Stock Exchange(s), SEBI, ROC, MCA and all other statutory authorities.

CAUTIONARY STATEMENT

The Directorsâ Report of Shanti Spintex includes cautionary language to inform stakeholders about potential risks and uncertainties that could affect the companyâs future performance. These risks may include, but are not limited to, market fluctuations, economic conditions, regulatory changes, and operational challenges. Stakeholders are advised to consider these factors when evaluating the information provided in the report and should not rely solely on forward-looking statements or projections due to the inherent uncertainties involved. The company undertakes no obligation to update or revise any forward-looking statements to reflect events or circumstances that may arise after the reportâs publication.

APPRECIATION

ACKNOWLEDGEMENT:

By Order of the Board of Directors For Shanti Spintex Limited SD/- SD/-

Date: 12.08.2024 BHARATBHUSAN O AGARWAL RIKIN B AGARWAL

Place: Ahmedabad Whole Time Director & CFO Managing Director

(DIN 00302785) (DIN02435645)

Mar 31, 2023

The Board of Directors hereby submits the report of the business and operations of your Company ("the Company" or "SSL"), along with the audited financial statements, for the financial year ended March 31, 2023.

FINANCIAL RESULTS:

The financial statements for the financial year ended March 31, 2023, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

Key highlights of financial performance of your Company for the financial year 2022-23 are provided below:

(in Lakhs)
PARTICULARS	2022-2023	2021-2022
	(Rs. )	(Rs.)
Total revenue	37071.27	25525.38
Profit (loss) before tax	1413.88	298.87
Less: tax expenses
Current tax	255.73	31.30
Deferred tax	140.24	45.42
Income Tax adjustment of earlier years	5.11	0.00
Profit (loss) for the year	1012.80	222.15
Earnings Per Share	7.13	3.13
1. Basic	7.13	3.13
2. Diluted		3.13

STATE OF COMPANY''S AFFAIRS AND PERFORMANCE OF THE COMPANY DURING THE YEAR:

Your Company''s total income for the year 2022-23 is Rs. 37071.27 Lakhs compared to last year''s income of Rs. 25525.38 Lakhs. The Profit before Tax during the year under review is Rs. 1413.88 Lakhs as compared to previous year''s figure of Rs. 298.87 Lakhs. Your Company has earned Net Profit of Rs. 1012.80 Lakhs against the Net Profit of Rs. 222.15 Lakhs during the previous year.

The improved performance is a result of sustained growth in the business, despite of tough economic conditions. Numerous innovative and technological measures were undertaken for driving efficiencies. Your Company still hopes for better performance in the current year.

Your directors assure you that they would grab all business opportunities that could be seized from the market for the overall development of our business and foresee bright prospects of the Company in the years to come.

DIVIDEND:

Keeping in mind the overall performance and outlook for your Company, your Board of Directors recommend that this time the company is not declaring dividends as the company requires funds for its business expansion. Your directors are unable to recommend any dividend for the year ended 31st March, 2023.

TRANSFER TO RESERVE:

During the year Rs. 1319.42 Lakhs were transfer to reserves and surplus account due to change in life of Machinery & rectification of entry.

SHARE CAPITAL:

The Authorized Share Capital of the Company as on 31.03.2023 was Rs.10,00,00,000/-divided into 1,00,00,000 equity shares of Rs. 10 each. And paid-up share capital of the Company as on 31.03.2023 was 7,10,00,000/- divided into 71,00,000 equity shares of Rs 10 each.

There has been no such change in the Equity Share Capital of the Company during the year under review.

CHANGES IN THE NATURE OF BUSINESS:

There were no major changes in the nature of business during the year.

FIXED DEPOSIT:

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31st March, 2023.

ANNUAL RETURN:

Annual Return Pursuant to Section 92(3) of the Companies Act, 2013, the Annual Return as on the financial year ended March 31, 2023 is placed on the Company''s website at www.shantispintex.com and also annexed to this report as Annexure-A

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

During the year no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has no any subsidiary/joint ventures/associate companies. Hence, details relating to subsidiary/joint ventures/associate companies are not provided for.

FUTURE PATH:

We aspire to establish ourselves as a leading denim manufacturer renowned for top-tier quality and a commitment to sustainable progress. Our key objectives include:

Elevating Production Capacity: Our primary focus is on enhancing our manufacturing capabilities.

Sustaining Competitive Pricing: We aim to maintain our competitive edge by offering competitive prices.

Advancing in the Value Chain: We intend to broaden our product range under our proprietary brand, thereby expanding our presence in the market.

ENTHUSIASTIC ABOUT OUR JOURNEY AHEAD:

We are thrilled to embark on this new phase of growth, and we remain committed to making strategic investments to expand our presence judiciously, thereby generating value for our shareholders. We extend our heartfelt gratitude to all our stakeholders for being an integral part of this remarkable journey.

SECRETARIAL STANDARD:

The Directors affirm that the Company has diligently adhered to the relevant Secretarial Standards, namely SS-1 for âMeetings of the Board of Directorsâ and SS-2 for âGeneral Meetingsâ.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The company has not formulated any policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. However, your Company has zero tolerance for sexual harassment at workplace and there was no case filled during the year, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules framed there under. Further, your Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

1. That in the preparation of the annual financial statements for the financial year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year as on 31st March, 2023 and of the profit and loss of the Company for that period;

4. They had prepared the annual financial statements on a going concern basis;

5. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

The Company has undergone significant developments between the conclusion of the financial year to which the financial statements pertain and the date of this report:

On August 2, 2023, the Company has issued Bonus Shares to its existing shareholders at a ratio of 1:1.

On August 18, 2023, the Company transitioned from a private limited company to a public limited company, subsequently changing its name from Shanti Spintex Private Limited to Shanti Spintex Limited.

The Company is in the process of pursuing a listing and initiating its Initial Public Offering (IPO). To this end, the Company has submitted a Draft Red Herring Prospectus (DRHP) under the BSE SME Board, and the document is accessible on the Companyâs website at www.shantispintex.com

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under section 188 of the Companies Act, 2013 entered by the Company during the financial year, were in ordinary course of business and at arm''s length basis. Details of the related party transactions made during the year are attached as Annexure-B in form AOC-2 for your kind perusal and information.

BOARD OF DIRECTOR:

During the period under review there were no alterations to the composition of the Board of Directors.

Furthermore, none of the Companyâs directors are subject to disqualification under Section 164 of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES:

The provisions of Section 197(12) of the Companies Act, 2013 is not applicable to the Company.

Pursuant to Section 139 of the Companies Act, 2013, M/s Anil S Shah & Co., Chartered Accountants (FRN.: 100474W), were appointed as the Statutory Auditor of the Company at 10^th Annual General Meeting for 5 (five) consecutive years till the conclusion of the Annual General Meeting to be held in Financial Year 2025, on such remuneration as may be agreed between Board of Directors and the firm.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

INTERNAL AUDITOR:

INTERNAL FINANCIAL CONTROL SYSTEM:

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

information concerning the adequacy of internal financial controls in relation to the financial statements within the Boardâs report. This comprehensive report is an integral component of the Independent Auditorâs Report.

COST AUDITOR:

M/s. Mayur Chhaganbhai Undhad And Co, Cost Accountant, Ahmedabad appointed as a Cost Auditor of the Company for the Financial Year 2022-23 in the Board meeting held on 27th September, 2022 after obtaining his willingness and eligibility letter for appointment as Cost Auditor of the Company.

INSURANCE:

All the properties and the Insurable Interest of the company Including building and stocks wherever necessary and to the extent required have been adequately insured. The company keeps reviewing the insurance amount every year as per requirement.

NUMBER OF BOARD MEETINGS:

10 Board Meetings were held during the Financial Year ended March 31, 2023. The maximum gap between any two Board Meetings was less than one Hundred and Twenty days.

The Date of Board Meeting and their attendance at the Board Meetings are as under:

Sr. No.	Date of Board Meeting	Total No. of Directors associated as on the date of Meeting	No. of Directors Attended
1.	16.04.2022	2	2
2.	03.05.2022	2	2
3.	15.07.2022	2	2
4.	17.08.2022	2	2
5.	27.08.2022	2	2
6.	01.09.2022	2	2
7.	27.09.2022	2	2
8.	25.11.2022	2	2
9.	20.12.2022	2	2
10.	28.03.2023	2	2

The company is required to maintain Cost Records as specified by Central Government under section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are made and maintained.

LOANS, GUARANTEES AND INVESTMENT:

In accordance with Section 134(3)(g) of the Companies Act, 2013, details regarding loans, guarantees, and investments made under Section 186 of the Companies Act, 2013 are included in the Notes to the financial statements.

DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM:

Since the Company does not fall in any of the criteria mentioned in Section 177(9) read with rule 7 of the Companies (Meetings of Board & its Power) Rules, 2014, are not applicable to the Company. Your Company believes in promoting a fair, transparent, ethical & professional work environment. The Mechanism is established for Directors and employees to report their concerns before the Board.

CORPORATE SOCIAL RESPONSIBILITY:

As the Company does not meet any of the criteria outlined in Section 135(1) of the Act and the accompanying rules, it is not obligated to establish a Corporate Social Responsibility ("CSR") Committee.

RISK MANAGEMENT POLICY:

The Company has adopted an integrated risk management approach, which involves the regular review and assessment of significant risks. This approach ensures the presence of a comprehensive system of risk controls and mitigation measures. The management conducts periodic evaluations of this risk management framework to remain current and address emerging challenges.

The major risks identified by the management for the Company include currency fluctuation, compliance, regulatory changes, manufacturing and supply, litigation, information technology, and the return on new capital investments. It is important to note that the management firmly believes that none of the aforementioned risks pose a threat to the Companyâs existence. This confidence stems from the robust risk mitigation mechanisms that have been put in place to ensure that any of these risks, if they materialize, would have either no impact or a minimal impact on the Company.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION ETC. IF REQUIRED TO CONSTITUTE NOMINATION & REMUNERATION COMMITTEE PURSUANT TO SECTION 178(1) OF THE ACT:

During the year under the review the Company is not obligated to establish a Nomination & Remuneration Committee. Therefore, there is no requirement for the Company to formulate a policy on Director''s Appointment and Remuneration.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

In accordance with the provisions of section 134(3)(m) of the companies act, 2013 read with rule, 8 of the companies (accounts) rules, 2016, the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of energy

Your Company is engaged in manufacturing activities and energy conversion measures are not much affecting the Company. However, an Endeavour has been made to ensure the optimal utilization of energy, avoid wastage and conserve energy.

Steps Taken for Conservation	No Specific measures were taken
Steps taken for utilizing alternate	NIL
sources of energy
Capital Investment on energy	NIL
Conservation Equipment''s

(b) Technology absorption

There is manufacturing activity in the Company, details are there for technology absorption as follows:

Efforts made for technology absorption	No research and Development was carried out during the year under report
Benefits Derived	NA
Expenditure on R&D , if any	Capital & Reserve Expenditure -- NIL
Details of Technology imported, if any	NA
Year of import	NA
Whether imported technology fully absorbed	NA
Areas where absorption of imported technology has not taken , if any	NA

Foreign exchange outgo during the year under review was NIL (P.Y. NIL)

Foreign Exchange Earnings during the year under review was NIL (P.Y. NIL)

APPRECIATION:

ACKNOWLEDGEMENT:

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