The Board of Directors are pleased to present the Company's 32^nd Annual Report on business and operations, together with the audited financial
statements (standalone as well as consolidated) for the financial year ended 31^st March, 2025.

1. FINANCIAL PERFORMANCE: (' in Lacs)

2. REVIEW OF OPERATIONS:

On a consolidated basis, the revenue from operations for FY 2024-25 was ' 9151.55 Lacs, increased by 4.62% over the previous year's
revenue of ' 8747.57 lacs. The Profit after tax ("PAT") for FY 2024-25 was '371.21 Lacs over the previous year's Profit after tax ("PAT")
of ' 1141.84 lacs, decrease by 67.49%. On a standalone basis, the revenue from operations for FY 2024-25 was ' 8261.09 Lacs, higher
by 6.32% over the previous year's revenue of ' 7769.87 Lacs in FY 2024-25. The Profit after tax ("PAT") was '420.81 Lacs over the
previous year's Profit after tax ("PAT") of ' 1121.08 Lacs, decrease by 62.46%.

3. DIVIDEND:

The Board of Directors has recommended a payment of dividend at a rate of '2.10/- (21%) per equity share for the year ended March 31, 2025,
on the face value of '10/- per share on 61,49,800 Equity Shares, subject to the approval of the Members at the 32nd Annual General Meeting
("AGM"). The Final Dividend on equity shares, if approved by the members, would involve a cash outflow of ' 129.14 Lacs.

4. TRANSFER TO RESERVES:

Your Company does not propose to transfer any amount from the current year's profits to the General Reserve. (Previous year NIL)

5. PUBLIC DEPOSITS:

The Company has not accepted any deposits falling under the ambit of Section 73 of the Companies Act, 2013 ('the Act') and the Rules
framed thereunder during the year under review.

6. SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on 31st March, 2025 stands at '6,14,98,000/- i.e.,61,49,800 Equity Shares of '10 each.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings
of Board and its Powers) Rules, 2014 are given in the Notes to the Financial Statements.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section
134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure - A.

9. CORPORATE GOVERNANCE:

During the year under review, the Company complied with the provisions relating to corporate governance as provided under the Listing
Regulations. The compliance report together with a certificate from the Company's auditors confirming the compliance is provided in the
Separate Report on Corporate Governance, which forms part of the Annual Report.

10. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented
in a separate section, forming part of the Annual Report. Certain statement of the said report may be forward looking. Many factors may affect
the actual results, which could be different from what the directors envisage in terms of performance and outlook.

11. LISTING OF SHARES:

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 513709. The Company confirms that the annual
listing fees to stock exchanges for the financial year 2024-25 have been paid.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL:

12.1. Director liable to Retire by Rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Pranav Bhalara (DIN: 03299470)
is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for re-appointment. The
Board recommends his appointment as Director of the Company retiring by rotation.

Brief resume and other details of the Director(s) being appointed/re-appointed at the ensuing AGM as stipulated under Secretarial Standard-
2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI (LODR) Regulations, is separately disclosed in the
Notice of the 32nd Annual General Meeting of the Company.

12.2. Declaration by Independent Directors

The Company's Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of
independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no
change in the circumstances, which may affect their status as Independent Director during the year. Also, your Company has received annual
declarations from all the Independent Directors of the Company confirming that they have already registered their names with the data bank
maintained by the Indian Institute of Corporate Affairs ["IICA"] as prescribed by the Ministry of Corporate Affairs. The Board is of the opinion
that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of manufacturing, finance,
strategy, auditing, tax and risk advisory services; and they hold high standards of integrity.

The Independent Directors met on March 22, 2025, without the attendance of Non-Independent Directors and members of the Management.

12.3 Key Managerial Personnel

As on the date of this report, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

1. Mr. Ambar Patel - Managing Director

2. Mr. Roshan Shah - Chief Executive Officer

3. Mr. Rajendra Gandhi - Chief Financial Officer

4. Mr. Harsh Hirpara - Company Secretary

13. DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

b) that such accounting policies have been applied consistently and judgment and estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025, and of the profit of the Company
for the year ended on that date;

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

d) that the annual accounts have been prepared on a going concern basis;

e) that the internal financial controls followed by the Company are adequate and has been operating effectively; and

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

14. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES:

During the year, Six (6) Board Meetings were convened and held, the details of which are given in the Report on Corporate Governance, which
forms part of the Annual Report. The Company has the three (3) Board-level Committees viz Audit Committee, Nomination and Remuneration
Committee and Stakeholders' Relationship Committee, which have been established in compliance with the requirements of the relevant
provisions of applicable laws and statutes.

The Committee meetings were held during the year, including Audit Committee four (4) and Stakeholders' Relationship Committee (2) and
Nomination and Remuneration Committee (4) during the year. The details with respect to the composition, terms of reference, number of
meetings held, etc. of the Board and Committees are included in the Report on Corporate Governance, which forms part of the Annual Report.
The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR)
Regulations.

15. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE:

The Company has a Wholly Owned Subsidiary in the name of "Etone India Private Limited" (hereinafter referred as WOS) and same was a material
subsidiary of the Company, as per Listing Regulations. The Secretarial Audit Report of material subsidiary is also annexed to this annual report
as per regulation 24A of the Listing Regulations. Pursuant to the provisions of Section 129 (3) of the Act, a statement containing the salient
features of financial statements of the Company's subsidiary in Form AOC-1 is given in Annexure-B.

The Company is in compliance with Regulation 24 of the Listing Regulations. The Policy of material subsidiary has been uploaded on the
Company's website and can be accessed at https://www.shilpgravures.com/Investorsrelations/policies.

The Company does not have any Associate or Joint Venture within the meaning of Section 2(6) of Companies Act, 2013 ("ACT").

16. CONSOLIDATED FINANCIAL STATEMENT:

The Consolidated Financial Statements of your Company prepared in accordance with the provisions of the Companies Act, 2013, SEBI (Listing
obligations and Disclosure Requirement) Regulations 2015 and applicable Accounting Standards prescribed under section 133 of the
Companies Act, 2013 form part of this annual report. The audited Consolidated Financial Statements together with the Auditors' Report
thereon form part of the Annual Report.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013 the financial statements of the Company, consolidated financial
statements along with relevant documents and separate audited financial statements in respect of subsidiary, are available on the website of
the company. Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on
request.

17. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and directors to report
concerns about unethical behavior. No person has been denied access to the Audit Committee. During the year under review, there was no case
of whistle blowing. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and as per the
Regulation 22 read with Regulation 4(d)(iv) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has
formulated whistle blower policy which is available on Company's website at https://www.shilpgravures.com/Investorsrelations/policies.

18. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken
by the Company on CSR activities during the year and under review are set out in Annual Report on CSR Activities as Annexure C of this report
in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended. In compliance with requirements
of Section 135 of the Act, the Company has laid down a CSR Policy and the same is uploaded on the website of the Company and can be
accessed at https://www.shilpgravures.com/Investorsrelations/policies.

19. NOMINATION AND REMUNERATION POLICY:

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of SEBI (Listing obligations and
Disclosure Requirement) Regulations 2015, the Company's Remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior
Management and other Employees of the Company is uploaded on website of the Company and can be accessed at https://
www.shilpgravures.com/Investorsrelations/policies. The Policy includes, inter alia, the criteria for appointment and remuneration of Directors,
KMPs, Senior Management Personnel and other employees of the Company.

20. FORMAL ANNUAL EVALUATION:

To comply with the provisions of Section 134(3)(p) of the Act and Rules made thereunder and Regulation 17(10) of SEBI (Listing obligations
and Disclosure Requirement) Regulations 2015, the Board has carried out the annual performance evaluation of its own performance, the
Directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. The manner in which
the annual performance evaluation has been carried out is explained in the Corporate Governance Report which forms part of this report.

21. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the draft of the Annual Return of the Company for the financial year March 31, 2025 is uploaded on the website
of the Company and can be accessed at https://www.shilpgravures.com/investorsrelations/financials/annualreturn.

22. RELATED PARTY TRANSACTIONS:

The Company has a well-defined process of identification of related parties and transactions with related parties, its approval and review
process. The Policy on Related Party Transactions as formulated by the Audit Committee and the Board is hosted on the Company's website at
https://www.shilpgravures.com/Investorsrelations/policies. As required under Regulation 23 of the Listing Regulations, the Audit Committee
has defined the material modification and has been included in the said Policy.

All contracts, arrangements and transactions entered by the Company with related parties during FY 2 024-25 (including any material
modification thereof), were in the ordinary course of business and on an arm's length basis and were carried out with prior approval of the
Audit Committee. All related party transactions that were approved by the Audit Committee were periodically reported to the Audit
Committee. Prior approval of the Audit Committee was obtained periodically for the transactions which were planned and/or repetitive in
nature and omnibus approvals were also taken as per the policy laid down for unforeseen transactions.

None of the contracts, arrangements and transactions with related parties, required approval of the Board/Shareholders under Section 188(1)
of the Act and Regulation 23(4) of the Listing Regulations.

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. The information on transactions with related
parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 does not apply
to the Company for FY 2024-25 and hence the same is not provided. The details of the transactions with related parties during FY 2024-25
are provided in the accompanying financial statements.

23. INTERNAL FINANCIAL CONTROLS:

The Company's internal financial controls are commensurate with the scale and complexity of its operations. The Directors had laid down
internal financial controls to be followed by your Company and such policies and procedures adopted by your Company for ensuring the
orderly and efficient conduct of its business, including adherence to your Company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial
information. The Audit Committee evaluates the internal financial control system periodically. The Statutory Auditors have provided their report
on internal financial control which is annexed hereafter.

24. RISK MANAGEMENT:

The Risk Management Committee as per Regulation 21(5) of the SEBI (LODR) Regulations, 2015 is not applicable to the Company as the
Company does not fall under top 1000 listed Companies on the basis of market capitalization. However, your Company has an elaborate Risk
Management procedure covering Business Risk, Operational Controls Assessment etc. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuous basis from time to time by the Board of Directors.

25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility Report as per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015 is not applicable to the Company as the
Company does not fall under top 1000 listed Companies on the basis of market capitalization.

26. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed entities based
on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company is not required to formulate the
Dividend Distribution Policy.

27. INDIAN ACCOUNTING STANDARDS (IND AS):

The Company has followed the relevant Accounting Standards notified by the Companies (Indian Accounting Standards) Rules, 2015 while
preparing Financial Statements.

28. COMPLIANCE WITH SECRETARIAL STANDARDS ON THE BOARD AND GENERAL MEETING:

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards (SS) issued by the ICSI (SS1 and SS2),
respectively relating to Meetings of the Board and its Committees.

29. TRANSFER OF EQUITY SHARES UNPAID/UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In line with the statutory requirements, the Company has transferred to the credit of the Investor Education and Protection Fund set up by
the Government of India, equity shares in respect of which dividend had remained unpaid/unclaimed for a period of seven consecutive years
within the timelines laid down by the Ministry of Corporate Affairs. Unpaid/unclaimed dividend for seven years or more has also been transferred
to the IEPF pursuant to the requirements under the Act.

The details are available on Company's website at https://www.shilpgravures.com/investorsrelations/shareholderinformation.

30. EQUAL OPPORTUNITY EMPLOYER:

The Company is an equal opportunity provider and continuously strives to build a work culture which promotes the respect and dignity of all
employees across the Organization. In order to provide women employees a safe working environment at workplace and also in compliance with
the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed
thereunder, the Company has formulated a well-defined policy on prevention, prohibition and redressal of complaints relating to sexual
harassment of women at the workplace. No complaints pertaining to sexual harassment of women employees from any of the Company's
locations were received during the year ended March 31, 2025.

31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure-D.

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year
and date of this report. There has been no change in the nature of business of the Company.

33. CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financial year 2024-25.

34. COST RECORDS:

The Company has duly prepared and maintained the cost records of the business activities carried out by the Company during the financial
year 2024-25 as required pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and
Audit) Rules, 2014. However, the appointment of Cost Auditor for undertaking audit of the cost records of the company is not applicable to
your Company.

35. AUDITORS:

35.1 Statutory Auditors:

At the thirtieth AGM held on 26th August, 2023 the Members approved appointment of M/s. Shah & Shah Associates, Chartered Accountants
(Firm Registration No-113742W), as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that
AGM till the conclusion of the thirty-fifth (35th) AGM. The requirement to place the matter relating to appointment of auditors for ratification
by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no
resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been
included in the Notice for this AGM. There has been no qualification, reservation or adverse remark or disclaimer in their Report. The Auditors'
Report is enclosed with the financial statements in this Annual Report.

35.2 Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors have appointed Mrs. Monica Kanuga, Practicing Company Secretary (FCS.:3868, CP No. 2125)
as Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year ended March 31, 2025. The Secretarial Audit Report
for financial year 2024-25 in Form MR-3 is annexed, which forms part of this report, as Annexure-E. There were no qualifications, reservation
or adverse remarks given by the Secretarial Auditor of the Company in the Secretarial Audit Report of the Company.

35.3 Internal Auditors:

The Board of Directors appointed M/s. K. J. Patel & Associates, Chartered Accountants, as Internal Auditors of the Company for the F. Y. 2024-25.

35.4 Reporting of frauds by auditors:

During the year under review, neither the statutory auditors nor the secretarial auditor have reported to the Audit Committee of the Board,
under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which
would need to be mentioned in this Report.

36. Proceedings Pending under the Insolvency and Bankruptcy Code ("IBC")

There is no such proceeding or appeal pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and at the end of
the financial year even upto the date of this report.

37. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking
loan from the Banks or Financial Institutions

No such instance of One-time settlement or valuation was done while taking or discharging loans from the Banks/ Financial institutions
occurred during the year.

38. INSURANCE:

All the insurable interests of the Company including Inventories, Buildings, Plant & Machinery and Liabilities under legislative enactments are
adequately insured.

39. SALE OF PROMOTERS STAKE PURSUANT TO OPEN OFFER:

The company caters mainly to the flexible packaging and lamination industry and holds a respectable position in the industry they are
catering to. The Promoters are the founders of the Company, and they have successfully managed the Company for more than 3 decades.
Majority of them have already crossed retirement age and willing to take exit with an appropriate succession plan to continue and grow the
business of the Company to the next level. The principal acquirer, Aikyam Sampati Management LLP, though recently incorporated, is led by
a team of highly experienced in flexible packaging, printing, and lamination industry. The Acquirer Mr. Pranav Bhalara is having a rich
experience of more than 18 years in flexible packaging, printing and lamination industry and has a strong presence in the industry. Along with
him, Mr. Chandrakant Bhalara and Mr. Pratik Kothari who are also the partners of Aikyam Sampati Management LLP have a sound experience in
flexible packaging and printing machines industry. The technology expertise, market presence and strong business background of the
acquirers will help the Company to further strengthen the management, to adopt technology advancement and explore the untapped
opportunities. The collaborated synergy of forward and backward integration post-acquisition will help to accelerate growth and generate
better returns for the stakeholders of the target Company going forward.

40. ACKNOWLEDGMENTS:

Your Company has maintained healthy, cordial and harmonious relations at all levels throughout the year. Your Company's organizational
culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Company's
resources for sustainable and profitable growth.

Your Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your
directors also wish to place on record their appreciation for the valuable co-operation and support received from various Government
Authorities, Banks / Financial Institutions and other stakeholders such as members, customers and suppliers, among others. Your directors also
commend the continuing commitment and dedication of employees at all levels, which has been vital for the Company's success. Your directors
look forward to their continued support in future.

For and on the behalf of the Board of Directors of
Shilp Gravures Limited

Ambar Patel Jayantilal Jhalavadia
(Managing Director) (Director)

Place: Rakanpur (DIN: 00050042) (DIN: 01754051)

Date: 17^th May, 2025