Your directors take pleasure in submitting the 40^th Annual Report of the Business and operations of your
Company and the Audited Financial Statements for the financial year ended 31^st March, 2025.

1. FINANCIAL RESULTS & PERFORMANCE

The company has disclosed its results on quarterly basis of which results are subjected to limited review and
publishes audited financial results on an annual basis. The Financial Statements as stated above are also
available on the Company’s website at www.shantaiindustrieslimited.com/yearly-reports.

2. STATE OF COMPANY'S AFFAIRS

During the year, your Company recorded total revenue of Rs. 2033.56 Lacs against Rs. 131.94 Lacs in the
previous year, and gained profit of Rs. 30.63 Lacs as compared to loss incurred of Rs. 6.31 Lacs in the
previous year. A detailed analysis on the Company’s performance is included in the "Management’s
Discussion and Analysis” Report, which forms part of this Report.

3. DIVIDEND

Keeping in mind the overall performance and outlook for your Company, your Board of Directors doesn’t
declared dividends as the company requires funds for expansion. Your directors do not recommend any
dividend for the year ended 31st March, 2025.

4. UNCLAIMED DIVIDEND

As on 31 March 2025, the Company’s unclaimed dividend balance was Rs. 23,749/-.

5. TRANSFER TO RESERVE

Company has not transferred any amount from profit to General Reserve.

6. MATERIAL CHANGES

There have been no material changes occurred between the end of the financial year of the company to
which the financial statements related and the date of the report, which is affecting the financial position
of the company except for the following:

All the issued, subscribed and paid up equity shares of face value of Rs. 10/- (Rupees Ten Only) each has
sub-divided into 5 (Five) Equity Shares of the Company of face value of Rs. 2/- (Rupees Two Only) each.
The record date for the same was 09^th May, 2025

7. SHARE CAPITAL

During the year, there has been no change in the share capital of the company. The Authorized Share
Capital of the Company as on 31^st March, 2025 was Rs. 5,00,00,000 and paid-up share capital of the
Company as on 31^st March, 2025 was Rs. 1,50,00,000.

8. CHANGE IN NATURE OF BUSINESS, IF ANY

During the Financial Year, there has been addition in the object clause of the company.

The main object clause was altered by inserting the new sub-clauses 4 and 5 after the existing sub-clause
1, 2 and 3 of Clause III A of the Memorandum of Association of the Company and Alteration of the
ancillary objects by inserting the new sub-clauses 63 to 68 after the existing sub-clause 1 to 62 of Clause
III B of the Memorandum of Association of the Company. The details of the aforesaid alteration can be
referred at www.bseindia.com/xml-data/corpfiling/AttachHis/62ba0494-4dc5-4f7b-bc6c-

199a76ff7e6a.pdf

9. DEPOSITS

During the year, Company has not accepted any deposits from public within the meaning of the Section 73
of the Companies Act, 2013.

10. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Holding, Joint Venture or Associate Company.

11. 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

There was no significant material order passed by the regulators or courts or tribunals impacting the
going concern status and company’s operation in nature.

12. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the
Company, Mrs. Reena Harish Sawlani, Non-Executive Director (DIN: 07245653), retire by rotation and is
being eligible has offered herself for re-appointment, Mrs. Vandanaben Satishbhai Dalal, Non-Executive
Independent Director is proposed to re-appointed for a further term of five years starting from 26^th
September 2025, Mr. Harishbhai Fatandas Sawlani, Managing Director is proposed to be appointed for a
term of five years starting from 04^th November, 2025 and Mr. Vasudev Fatandas Sawlani, Whole-time
Director is proposed to be appointed for a term of five years starting from 04^th November, 2025 in the
ensuing Annual General Meeting. Company’s policy on directors’ appointment and remuneration is
available on the website of the company at www.shantaiindustrieslimited.com/policies.

Based on the confirmations received from Directors, none of the Directors are disqualified from
appointment under Section 164 of the Companies Act, 2013.

The following are the List of Directors and KMP of the Company during the year:

13. EXTRACT OF ANNUAL RETURN

As per amended section 92(3) of Companies Act, 2013 attachment of extract of annual return to Directors
Report is discontinued, the Annual Return for FY 2024-25 is uploaded on the website of the Company and
the same is available at www.shantaiindustrieslimited.com/annual-return

14. RELATED PARTY TRANSACTION

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. The Policy on Related Party
Transactions is uploaded on the website of the company. The web link is

www.shantaiindustrieslimited.com/policies

Further, all related party transactions entered into by the Company were in the ordinary course of
business and were on an arm's length basis, hence, disclosure in Form No. AOC-2 is not applicable to the
company. The related party transactions entered into by the company are disclosed in the note 23 in the
financial statements forming part of the Annual Report.

15. COMPOSITION OF BOARD AND ITS COMMITTEE, NUMBER OF MEETING HELD DURING THE YEAR

The Details of all meeting of Board of Directors and Committee meeting had taken place during the year
and their detailed composition along with their attendance is mentioned below. The composition of the
Board and its committee is also available on the website of the company at

www.shantaiindustrieslimited.com

I. BOARD MEETING:

Composition of Board of Director as on 31st March, 2025 is as follows:

The Board meets at regular intervals to discuss and decide on the Company’s performance and strategies.
During the financial year under review, the Board met 13 (Thirteen) times and the gap between two
meetings did not exceed one hundred and twenty days (120).

II. COMMITTEES MEETING
• AUDIT COMMITTEE

Our Company has constituted an Audit Committee with its composition, quorum, powers, roles and scope
in line with the applicable provisions of the Act and Listing Regulations. The Audit Committee of the
company consists of two Independent Directors and one Executive Director of the Company. All the
Directors have good understanding Finance, Accounts and Law. Composition of audit committee of the
company as on 31^st March, 2025 is as follows:

During the financial year 2024-25, Six (7) meetings of Audit Committee were held on following dates:

Attendance of members for the meeting of Audit Committee held during the year 2024-25 are as below

The term of reference of Audit Committee is as below:

The scope of audit committee shall include, but shall not be restricted to, the following;

1. Oversight of the listed entity’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the
listed entity

3. Approval of payment to statutory auditors for any other services rendered by the statutory
auditors

4. Reviewing, with the management, the annual financial statements and auditor's report thereon
before submission to the board for approval, with particular reference to:

a. matters required to be included in the director’s responsibility statement to be included in the
board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act,
2013;

b. changes, if any, in accounting policies and practices and reasons for the same;

c. major accounting entries involving estimates based on the exercise of judgment by
management;

d. significant adjustments made in the financial statements arising out of audit findings;

e. compliance with listing and other legal requirements relating to financial statements;

f. disclosure of any related party transactions;

g. modified opinion(s) in the draft audit report;

5. Reviewing, with the management, the quarterly financial statements before submission to the
board for approval

6. Reviewing, with the management, the statement of uses / application of funds raised through an
issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document / prospectus / notice and the report
submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights
issue, and making appropriate recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of
audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the
internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting
structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the whistle blower mechanism;

19. Approval of appointment of chief financial officer after assessing the qualifications, experience
and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

21. Reviewing the utilization of loans and/ or advances from/investment by the holding company in
the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is
lower including existing loans / advances / investments existing as on the date of coming into
force of this provision

22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders.

The audit committee shall mandatorily review the following information:

1. management discussion and analysis of financial condition and results of operations;

2. management letters / letters of internal control weaknesses issued by the statutory auditors;

3. internal audit reports relating to internal control weaknesses; and

4. the appointment, removal and terms of remuneration of the chief internal auditor shall be subject
to review by the audit committee.

5. statement of deviations:

a. quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1).

b. annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

• NOMINATION AND REMUNERATION COMMITTEE

Our Company has constituted Nomination and Remuneration Committee with its composition, quorum,
powers, roles and scope in line with the applicable provisions of the Act and Listing Regulations. The
Nomination and Remuneration Committee of the company consists of three Independent Directors of the
Company. Composition of Nomination and Remuneration Committee of the company as on 31^st March,
2025 is as follows:

During the financial year 2024-05, Three (3) meetings of Nomination and Remuneration Committee were
held on following dates:

Attendance of members for the meeting of Nomination & Remuneration Committee held during the year
2024-25 are as below:

The term of reference of Nomination & Remuneration Committee is as below:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy, relating to the remuneration of the directors, key
managerial personnel and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration Committee
shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such
evaluation, prepare a description of the role and capabilities required of an independent director.
The person recommended to the Board for appointment as an independent director shall have the
capabilities identified in such description. For the purpose of identifying suitable candidates, the
Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

3. Formulation of criteria for evaluation of Independent Directors and the Board of Directors;

4. Devising a policy on diversity of board of directors;

5. Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board of Directors
their appointment and removal.

6. Whether to extend or continue the term of appointment of the independent director, on the basis of
the report of performance evaluation of independent directors.

7. Recommend to the board, all remuneration, in whatever form, payable to senior management.

The performance evaluation of the independent director was evaluated by the board after seeking

inputs from all the independent directors on the basis of the criteria such as participation in decision

making and rendering unbiased opinion; participation in initiating new ideas and planning of the

company etc.

The board reviewed the performance of the independent directors on the basis of the criteria such as the
contribution in raising concerns to the Board, safeguarding of confidential information, rendering
independent unbiased opinion etc. The web link is www.shantaiindustrieslimited.com/policies

REMUNERATION OF DIRECTORS

During the year, company has paid Rs. 1,20,000 sitting fees to Non-Executive directors.

REMUNERATION POLICY

The Company has adopted and implemented the Nomination and Remuneration Policy devised in
accordance with Section 178(3) and (4) of the Companies Act, 2013 which is available on the website of
the Company www.shantaiindustrieslimited.com/policies

The remuneration payable to Directors, Key Managerial Personnel and Senior Management Person will
involve a balance between fixed and incentive pay reflecting short term and long-term performance
objectives appropriate to the working of the Company and support in the achievement of Corporate Goals.

• STAKEHOLDER'S RELATIONSHIP COMMITTEE

The term of reference of Stakeholder’s Relationship Committee is as below:

1. Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends,
issue of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum
of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the company.

To solve the investors grievances Company has formulated Stakeholder’s Relationship Committee.
Composition of the Committee as on 31^st March, 2025 is as follows:

During the financial year 2024-25, Four (4) meetings of Stakeholder’s Relationship Committee were held
on following dates:

Attendance of members for the meeting of Stakeholder’s Relationship Committee held during the year
2024-25 are as below:

Name & Designation and address of the Compliance Officer
CS SHIPRA MEHTA

Company Secretary & Compliance Officer,

Shantai Industries Limited,

Shop 10 2nd Floor, Agrasen Point, Nr Agrasen Bhavan, City light Road, Barthian, Surat, Gujarat, India,
395007

Pursuant to the Regulation 13(3) of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015; the details regarding investor’s complaints during the year are as follows:

Status of Complaints pending, received, disposed and unresolved:

*Note: The Company received 3 investor complaints on which action taken report was submitted before
31^st March, 2025 but the complaints were closed on SEBI Scores portal after 31^st March, 2025

16. LOANS, GUARANTEES AND INVESTMENT

The particulars of loans given by the company under section 186(4) of Companies Act, 2013 have been
disclosed in the financial statements of the company.

17. DECLARATION BY INDEPENDENT DIRECTORS

Company has received declaration from all the independent directors duly signed by them stating that
they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

There has been no change in the circumstances affecting their status as Independent Directors of the
Company to qualify themselves to be appointed as Independent Directors under the provisions of the
Companies Act, 2013 and the relevant regulations.

All the independent directors have cleared "Online Self-Assessment Test" examination with the Indian
Institute of Corporate Affairs at Manesar except Mr. Vipulbhai Subhashchandra Munshi who has been
appointed on 29^th August, 2024.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the
company have complied with the code of Independent Director. Independent Directors met separately on
01^st March, 2025 to inter alia review the performance of Non-Independent Directors (Including the
Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information
between the Management and the Board.

18. FAMILIARIZATION TO INDEPENDENT DIRECTORS:

The Independent Directors of the Company are familiarized with the various aspects of the Company
provided with an overview of the requisite criteria of independence, roles, rights, duties and
responsibilities of directors, terms of appointment of the Company and policies of the Company and other
important regulatory aspects as relevant for directors.

The Company, through its Executive Director or Manager as well as other Senior Managerial Personnel,
conducts presentations/programs to familiarize the Independent Directors with the strategy, operations
and functions of the company inclusive of important developments in business. The details of number of
programs attended and the cumulative hours spent by an independent director are uploaded on the
website of the company. The web link is www.shantaiindustrieslimited.com/policies

The terms and conditions of independent directors is available on the website of the company at
www.shantaiindustrieslimited.com/policies

Meeting of Independent Director

During the financial year 2024-25 one meeting of Independent Director was held on 01^st March, 2025.

Attendance of Directors at Independent Directors meeting held during the financial year is as under:

19. VIGIL MECHANISM

Pursuant to section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of
Board and its Power) Rules, 2014, the Board of Director has adopted vigil mechanism in the form of
Whistle Blower Policy through which, its Directors, Employees and Stakeholders can report their genuine
concerns about unethical behaviours, actual or suspected fraud or violation of the Company’s code of
conduct or ethics policy.

It is the Company’s Policy to ensure that no employee is victimized or harassed for bringing such
incidents to the attention of the Company. The practice of the Whistle Blower Policy is overseen by the
Audit Committee of the Board and no employee has been denied access to the Committee. The said policy
provides for adequate safeguards against victimization and also direct access to the higher levels of
supervisors.

Mr. Vipulbhai Subhashchandra Munshi, the Chairman of the Audit Committee can be contacted to report
any suspected/confirmed incident of fraud/misconduct on:

Email: vipulmunshi465@gmail.com
Contact no.: 919825150396

Your Company hereby affirms that no director/employee has been denied access to the Chairman of the
Audit Committee and that no complaints were received during the year.

20. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your directors hereby confirm:

A. That in preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departments;

B. That 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 if the Company at the end of the financial year and of the profit and loss of the Company for
that period;

C. That the directors 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 for
preventing and detecting fraud and other irregulations;

D. That the directors had prepared the annual accounts on a going concern basis; and

E. The directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively;

F. 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.

21. ANNUAL EVALUATION

During the year, the Board has carried out the annual evaluation of its own performance as well as the
evaluation of the working of its Committees and individual Directors, including Chairman of the Board.

This exercise was carried out through a structured questionnaire prepared separately for Board,
Committee and individual Directors.

The board evaluated the performance of the board after seeking inputs from all the directors based on the
criteria such as the board composition and structure, effectiveness of board processes, information and
functioning, etc.

The board evaluated the performance of the committees after seeking inputs from the committee
members based on the criteria such as the composition of committees, effectiveness of committee
meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual
directors based on the criteria such as the contribution of the individual director to the board and
committee meetings like decision-making, participation in meeting, overall performance, etc. In addition,
the chairperson was also evaluated on the key aspects of his role.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans
to address these are in progress. The performance evaluation of the Non-Independent Directors,
performance of Board as a whole including Chairman was carried out by the Independent Directors at a
separate meeting of the Independent Directors on 01st March, 2025.

Performance evaluation of independent directors was done by the entire board, excluding the
independent director being evaluated.

22. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well-placed, proper and adequate internal financial control system which ensures that
all the assets are safeguarded and protected and that the transactions are authorized recorded and
reported correctly. The internal audit covers a wide variety of operational matters and ensures
compliance with specific standard with regards to availability and suitability of policies and procedures.
During the year no reportable material weakness in the design or operation were observed.

23. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system in the
company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding
adequacy of internal financial controls with reference to the financial statements to be disclosed in the
board' report. The detailed report forms part of Independent Auditors Report.

24. CORPORATE GOVERNANCE

The paid-up share capital of our company is below Rs. 10 crores and net worth of our company is below
Rs. 25 crores therefore, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, the compliance with corporate governance as specified in regulation 17
to 27 and clauses (b) to (i) of sub regulation 2 of regulation 46 and Para C, D and E of Schedule V shall
apply to the extent that it does not violate their respective statutes and guidelines or directives issued by
the relevant authorities. Hence your company is exempted to comply with aforesaid provisions of the
SEBI (LODR) Regulation, 2015. Hence corporate Governance does not form part of this Board’s Report.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING

The particulars required to be included in terms of Section 134(3)(m) of the Companies Act, 2013 with
regard to Conservation of energy, Technology absorption, Foreign exchange earnings and outgo are given
below:

A. CONSERVATION OF ENERGY

i. The steps taken or impact on conservation of energy: Nil

ii. The steps taken by the Company for utilizing alternate sources of energy: NA

iii. The capital investment on energy conservation equipment: NA

B. TECHNOLOGY ABSORPTION

i. The efforts made towards technology absorption: NA

ii. The benefits derived like product improvement, cost reduction, product development or import
substitution: NA

iii. In case of imported technology (imported during last three years reckoned from the beginning of
the financial year): NA

iv. The expenditure incurred on research & development during the year: NA

C. FOREIGN EXCHANGE EARNING AND OUTGO

The foreign exchange earnings and expenditure of your Company: Nil

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135(1) and 135(5) of the Companies Act, 2013 regarding constitution of
Corporate Social Responsibility (CSR) Committee and spending of at least 2% of average net profit are not
applicable to the Company.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the
Management Discussion and Analysis Report of the financial condition is annexed and forms an integral
part of the Directors’ Report is given in Annexure - 1.

28. STATUTORY AUDITORS

The Members at the Annual General Meeting of the Company held on 24^th September, 2021, had
appointed M/s. DSI & Co., Chartered Accountants (Firm Registration No. 127226W) as the Statutory
Auditor of the Company to hold office for a term of five years i.e., up to financial year ending March 2026.

29. INTERNAL AUDITOR

The Company has appointed M/s. Dharan Shah & Associates, Chartered Accountants (FRN 145180W), as
an Internal Auditor in the Board meeting held on 07^th September, 2021 after obtaining his willingness and
eligibility letter for appointment as Internal Auditor of the Company.

Internal Auditors are appointed by the Board of Directors of the Company, based on the recommendation
of the Audit Committee. The Internal Auditor reports their findings on the internal Audit of the Company
to the Audit Committee on a quarterly basis. The scope of Internal audit is approved by the Audit
Committee.

30. SECRETARIAL AUDITOR

Your board had appointed Mr. Ranjit Binod Kejriwal, Practicing Company Secretary, as secretarial Auditor
of the company for the period of five years starting from 2022-23 to 2026-27 on the Board Meeting held
on 20^th October, 2022. Mr. Ranjit Kejriwal, resigned from the position of Secretarial Auditor of the
Company with effect from 20^th January, 2025.

Your board has appointed Mr. Jitendrakumar Rewashanakar Rawal, Practicing Company Secretary, as
secretarial Auditor of the company for providing annual secretarial audit report of company for the term
of Financial Year 2024-25.

Your board, based on the recommendation of Audit Committee, proposed for the approval of members in
this Annual General Meeting, the appointment of Mr. Ranjit Binod Kejriwal, Company Secretary in
practice, (FCS: 6116, COP: 5985) and a Peer Reviewed Company Secretary, as the Secretarial Auditor of
the company, for performing Secretarial Audit of the company for a period of five consecutive years
commencing from 01st April, 2025 till 31st March, 2030 in accordance with the amendment notified in
Regulation 24A by way of SEBI (LODR) (Third Amendment) Regulations, 2024, with effect from 01st
April, 2025.

The secretarial report for the financial year 2024-25 is attached as Annexure-2. The management hereby
assures to stay more vigilant towards compliance and uphold strictest standards of corporate governance
to avoid future non compliances.

31. COMMENTS ON AUDITOR'S REPORT

The notes referred to in the Auditor Report are self-explanatory and they do not call for any further
explanation as required under section 134 of the Companies Act, 2013.

32. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the
Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The Disclosure pertaining to remuneration as required under section
197(12) of the Companies Act, 2013 read with Rule of the Companies (Appointment and Remuneration of
Managerial Personnel) Amendment Rules, 2016 are as per Annexure - 3.

33. RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the Company’s
business. Risk Management is a structured approach to manage uncertainty. An enterprise-wide approach
to Risk Management is being adopted by the Company and key risks will now be managed within a
unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk
Management Structure, and make use of these in their decision making. Key business risks and their
mitigation are considered in the annual/strategic business plans and in periodic management reviews.

The risk management process over the period of time will become embedded into the Company’s
business system and processes, such that our responses to risk remain current and dynamic.

The detailed Statement on Risk Management has been attached in Annexure -4.

34. CEO and CFO CERTIFICATION

Pursuant to Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, relating to declaration by CEO and CFO is not applicable to
the company. Hence, the same does not does not form part of this Board’s Report.

35. CODE OF CONDUCT

Pursuant to Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the provision of Para D of Schedule V of SEBI (LODR)
relating to Declaration by CEO is not applicable to the company. Hence the same does not does not form
part of this Board’s Report.

36. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

Mr. Jitendrakumar Rewashankar Rawal, Practicing Company Secretary has issued a certificate required
under the listing regulations, confirming that none of the Directors on the Board of the company has been
debarred or disqualified from being appointed or continuing as director of the company by SEBI/Ministry
of Corporate Affairs or any such statutory authority. The certificate is enclosed as Annexure - 5.

37. SEXUAL HARASSMENT OF WOMEN

Your company adopted policy of "Prevention of Sexual Harassment of Women at Workplace”. There were
no incidences of sexual harassment reported during the year under review, in terms of the provisions of
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
Rules made thereunder. The objective of this policy is to provide protection against sexual harassment of
women at workplace and for redressal of any such complaints of harassment, internal complaints
committee has been set up to redress the complaints, if any.

The company has complied with the provisions relating to constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Your director’s further state that during the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

38. COMPLIANCE WITH MATERNITY BENEFIT ACT:

The company has complied with the provisions of the Maternity Benefit Act.

39. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI).

40. FRAUD REPORTING

During the year under review, no fraud has been reported by Auditors under Section 143(12) of the
Companies Act, 2013.

41. MAINTENANCE OF COST RECORDS

The company is not 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 not made and
maintained.

42. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Internal Procedures and Conduct for Regulating, Monitoring and
Reporting of Trading by Insiders and Code of Practices and Procedures for Fair Disclosure of Unpublished
Price Sensitive with a view to regulate trading in securities by the Directors and designated employees of
the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the
purchase or sale of Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation of the Code. The policy is
available at www.shantaiindustrieslimited.com/policies.

43. 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

There was no significant material order passed by the regulators or courts or tribunals impacting the
going concern status and company’s operation in nature.

44. RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and
development will help us to measure up to future challenges and opportunities. We invest in and
encourage continuous innovation. During the year under review, expenditure on research and
development is not significant in relation to the nature size of operations of Company.

45. 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.

46. OTHER DISCLOSURES

There are no proceedings initiated/ pending against your company under the Insolvency and Bankruptcy
Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

47. APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard work,
dedication and commitment and express their sincere thanks and appreciation to all the employees for
their continued contribution, support and co-operation to the operations and performance of the
company.

48. ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation of the co-operation and assistance
received from Shareholders, Bankers, regulatory bodies and other business constituents during the year
under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment
displayed by all executives, officers and staff, resulting in successful performance of the Company during
the year.

Place: Surat For the Board of Director

Date: 29-08-2025 Shantai Industries Limited

Sd/-

Harishbhai Fatandas Sawlani
Chairman and Managing Director
DIN:00831848

1

Omprakash Vishandas Lakhwani resigned w.e.f25/10/2024

2

Vipulbhai Subhashchandra Munshi appointed w.e.f29/08/2024