Shah Investors Home Ltd Directors Report

To,

The Members of Shah Investors Home Limited

Your Directors take pleasure in presenting the report of the Business -and operations of Shah Investors Home Limited (SIHL or Company) along with Standalone and Consolidated Audited Financial Statements for the Financial Year ended on 31 March, 2025

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Standalone & Consolidated financial results for the year ended on 31 March, 2025 are as under:

( in lakhs)

Particulars	Standalone		Consolidated
	F.Y. 2024-25	F.Y. 2023-24	F.Y. 2024-25	F.Y. 2023-24
Income from Operations	9,220.42	7,413.94	9,427.40	7,782.34
Add: Other Income	14.72	118.49	19.12	122.93
Total Income	9,235.14	7,532.43	9,446.52	7,905.27
Less: Total Expenditure (except Interest, Depreciation and Taxes )	5,747.68	5,144.91	5,896.09	5,269.39
Profit Before Interest, Depreciation & Taxes	3,487.45	2,387.52	3,550.42	2,635.88
Less: Interest Charges	389.88	166.70	246.08	90.98
Profit Before Depreciation & Taxes	3,097.57	2,220.81	3,304.34	2,544.90
Less: Depreciation	153.76	133.11	164.13	144.24
Profit Before Tax	2,943.81	2,087.71	3,140.20	2,400.66
Less: Provision for Tax	769.59	528.32	831.29	591.20
Deferred Tax	(25.70)	6.26	(28.36)	5.29
Excess/Short provision Written off	(10.95)	-	(4.28)	(1.01)
Profit After Tax	2,210.86	1,553.13	2,341.55	1,805.17
Total Comprehensive Income	1,821.56	2,796.36	1,915.03	3,494.81
Appropriation:
1. Dividend on Equity shares (Incl. DDT)	157.54	157.54	157.54	157.54
2. Transfer to General Reserve	-	1,000.00	-	1,000.00
3. Capital Redemption Reserve	-	-	-	-
4. Tax on Buyback of Equity Shares	-	-	-	-
5. Utilized for Buyback of Equity Shares	-	-	-	-
6. Profit to be Carried Forward	3,676.18	857.66	4,684.25	1,438.18

The company has reported income from operations during the year of Rs. (in Lakhs) 9,220.42/- as compared to previous years income from operation of Rs. (in Lakhs) 7,413.94/-The company has earned net profit of Rs. (in Lakhs) 2,210.86/- compared to previous years profit of Rs. (in Lakhs) 1,553.13 on standalone basis.

On a Consolidating basis, the company has reported income from operations during the year of Rs. (in Lakhs) 9,427.40/- as compared to previous years income from operation of Rs.(in Lakhs) 7,782.34/-The company has earned net profit of Rs. (in Lakhs) 2,341.55/- compared to previous years profit of Rs. (in Lakhs) 1,805.17.

DIVIDEND

The board has approved the final dividend of Rs. 1 (Rupee One) on Face Value of Rs. 10 per share for financial years 2024-25 subject to the

approval of shareholders in Annual General Meeting.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the Company has transferred Rs.15,900 amount to the IEPF as no amounts were due to be transferred.

TRANSFER TO RESERVES

The Company has not transferred any amount during the year under the head of General Reserve Account.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE

END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments, affecting the financial position of the Company which has occurred between the

end of the year and date of this Directors Report.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY

During the year under review, there is no change in the nature of the business operations of the Company.

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR

Management Discussion & Analysis

Global Economic Environment

The global economy is projected to grow at 3.0% in 2025 and 3.1% in 2026, slightly higher than earlier estimates. This upward revision is driven by proactive policy actions taken by countries to avoid new tariffs, the lowering of overall trade barriers, improved financial conditions, and increased government spending in large economies. While inflation is expected to moderate globally, the United States is likely to continue experiencing inflation above its target. Risks to the outlook remain in the form of potential tariff escalations, geopolitical tensions, and lingering policy uncertainties. (Source: IMF)

Indian Economic Landscape

India, on the other hand, is expected to remain the fastest-growing major emerging economy, with GDP growth projected at 6.5% in both FY 2024 25 and FY 2025 26. Growth is supported by resilient private consumption and stable financial conditions. Retail inflation has eased to 1.55%, the lowest since 2017, thereby creating room for supportive monetary policy and strengthening consumer demand. Indias per capita income is estimated at US$2,878 in 2025 and is expected to rise nearly 40% to US$4,000 by FY 2030, setting the stage for the country to achieve middle-income status. The current account deficit is likely to remain contained at (1.3%) of GDP, while the banking sector continues to demonstrate robust health. Ongoing reforms are further expected to provide a strong foundation for sustainable economic growth. (Sources: IMF, Reuters)

Capital Market Overview

Indias capital markets have continued to deepen, with the country ranking fifth globally in terms of market capitalization, reaching US$5.29 trillion in Aug-25, With more than 5,700 listed domestic companies, India has developed one of the most dynamic equity markets in the world. Investor participation has expanded significantly, with active demat accounts increasing by a record 8.4 million in FY25, reflecting a 20.5% year-on-year growth and bringing the total to 49.2 million.

Overall demat accounts rose to 192.4 million by the end of FY25, with 41.1 million new accounts added in the year, marking the highest annual increase ever. Trading activity has also strengthened, with average daily cash equity turnover on the NSE in FY24 at 82.2 billion, a 53% increase over the previous year, while overall trading volumes, including derivatives, grew by 112% year-on-year (FY2024).The broking industry in India is estimated to be valued at Rs 450 billion as of FY24 and expected to grow at a CAGR of 16-18% over the next 3-4 years. (Sources: Macromicro, Equitymaster, NSE, Care report)

Mutual Fund Industry

The Indian mutual fund industry continues to witness robust growth and is on track to cross the 100 lakh crore AUM milestone in the near future. This expansion is supported by improving financial literacy, wider digital access, and strong regulatory support for investor protection. As of March 2025, monthly SIP contributions reached 25,926 crore, with 40.19 lakh new SIP registrations. The total number of active SIP accounts stood at 81.1 million, while SIP assets under management grew to 13.35 lakh crores.

Indias MF AUM-to-GDP ratio has reached an all-time high of 19.9% of GDP as of March 2025. Underscoring the sustained strength of

retail investor participation. (Sources: Statista, Business Standard, AMFI)

Wealth Management Industry

Indias wealth management industry is also expanding rapidly, supported by rising numbers of high-income investors and greater allocations towards alternative investment funds, portfolio management services, and unlisted equities. Promoter stake sales have further opened new investment opportunities in the market. Industry participants are continuously evolving their business models by introducing innovative products, offering differentiated client coverage, and adopting more flexible fee structures. With continued innovation and a client-focused approach, the sector is well-positioned for sustained expansion and long-term value creation.

FINANCIAL PERFORMANCE DURING THE YEAR:

During FY25, the Company delivered a strong financial performance across all business segments. Total revenue from operations stood at 9,427.40 Lakhs, representing a growth of 21.13% over 7,782.34 Lakhs reported in FY24. Revenue from broking and demat operations increased to 6,759.20 Lakhs, as against 5,843.19 Lakhs in the previous year, reflecting a growth of 15.67%. Net profit for the year amounted to 2,341.55 Lakhs, compared to 1,805.18 Lakhs in FY24, registering a robust increase of 29.71%. Consequently, Earnings per Share (EPS) improved to 14.84 in FY25, as compared to 11.38 in FY24.This strong performance across revenue, profitability, and shareholder returns underscores the Companys solid business fundamentals and Discipline financial management.

Over the past three decades, the Company has earned the trust and confidence of its clients through consistent performance and customer-centric services. Continuing this journey, we are committed to supporting investors with innovative solutions. The successful launch of our algorithmic trading platform "Algofy" this year, along with the upcoming introduction of our Alternative Investment Fund (AIF), reflects our focus on expanding our product portfolio to better serve evolving investor needs.

Outlook:

? As capital markets deepen, we remain committed to strong governance and value creation, enhancing our appeal to long -term investors.

? The increasing financialization of retail investors aligns with our transparent and sustainable business approach.

? Meanwhile, growing interest in differentiated investment opportunities reflects our focus on innovation and strategic expansion across value-added segments.

DETAILS OF SUBSIDIARY/ASSOCIATE/GROUP COMPANY

Subsidiary Companies Group Companies /Entity	SIHL Fincap Limited
	SIHL Global Investments (IFSC) Private Limited
	SIHL Consultancy Limited
	SIHL Strategic Advisors Private Limited
	SIHL Commodities Limited
	Infinium Mines and Minerals LLP (Earlier Infinium Mines and Minerals Private Limited)
	SUR Management Services Private Limited
	Trinity Edutech LLP (Earlier Trinity Edutech Private Limited )
	P & S Space Developers LLP
	Arbor Fund Management (IFSC) LLP
	Arbor Park LLP
	Stock Book LLP
	Plera Wellness Plus LLP
	SIHL Properties (a Partnership Firm)
	Juniors Club (Sole Proprietorship)
	PlayQid (a Partnership Firm)
	Ficus Food Lab Private Limited
	Arthika Quantomics Private Limited

The Consolidated Financial Statements are annexed herewith in part of this report. Further, a statement containing the salient features of

the financial statements of our Subsidiaries or Associate Companies in the prescribed format AOC-1 is appended as "Annexure A".

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the year or at any time after the closure of the year and till the date of the Report, no company have become or ceased to be

subsidiaries, associates or joint ventures.

SHARE CAPITAL STRUCTURE

a) Authorized Capital:

Rs. 30,00,00,000/- (Rs. Thirty Crore Only) divided into 3,00,00,000 Equity Shares of Rs. 10 /- each.

b) Issued, Subscribed and Paid-up Capital:

Rs. 15,75,40,000 (Rs. Fifteen Crore Seventy Five Lakhs Forty Thousand) divided into 1,57,54,000 Equity Shares of Rs. 10 /- each.

During the Financial year, your Company has not issued any shares with differential voting rights, neither granted stock options nor sweat

equity during the year.

DEPOSITS

Your Company has not accepted any Deposit under Section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,

2014.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return on its website at https://www.sihl.in/investor-relations/1 By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

Foreign Exchange Earnings and Out Go- There is no foreign exchange income and expenditures of the company during the year under review.

CORPORATE SOCIAL RESPONSIBILITY

The objective of the Companys Corporate Social Responsibility (CSR) initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 and the Rules framed thereunder is annexed to this Report as "Annexure C". The CSR Policy of the Company is placed on the website at

https://www.sihl.in/investor-relations/1

Composition of Committee	Category
Mr. Upendra Trikamlal Shah (Chairman)	Chairman & Whole time Director
Mr. Amit Lalitkumar Doshi (Member)	Independent Director
Mrs. Trupti Upendra Shah (Member)	Whole time Director

*There has been a change in the composition of the Corporate Social Responsibility (CSR) Committee due to the resignation of Mr. Utpal

Prafulbhai Shah and the addition of Mrs. Trupti Utpal Shah. The reconstitution of the committee is effective from January 7, 2025.

st

However w.e.f. 1 April 2025, the composition of the Corporate Social Responsibility has been reconstituted again as follows:

New Composition of Committee	Category
Mr. Bhushan Chelaram Punani (Chairman)	Independent Director
Mr. Amit Lalitkumar Doshi (Member)	Independent Director
Mr. Upendra Trikamlal Shah (Member)	Chairman & Whole Time Director
Mrs. Trupti Utpal Shah (Member)	Whole Time Director

The Corporate Social Responsibility Committee on behalf of board is acting according to the provisions of Companies Act, 2013.

STATUTORY AUDITOR AND AUDITORS REPORT

M/s. Dhrumil A. Shah & Co. (FRN-145163W), Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company at

th st

the 26 Annual General Meeting held for the Financial year 2019-20 for a term of 5 years till the conclusion of the 31 Annual General

Meetingof the Company to be held in the year 2025.

The report of the Statutory Auditor and Annual Accounts for the F.Y. 2024-25 forms part of this Annual Report. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12), OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL

GOVERNMENT

The Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company during the period under review.

DIRECTORS AND KEY MANAGERIAL PERSONNELS

Appointment:

Mr. Darshan Bharatbhai Patel (DIN-08708073) was appointed as Additional Director (Non Executive-Independent) at the Board Meeting held on 28th January 2025 for a term of consecutive five years subject to approval of Members at the Ensuing Annual General Meeting. The Board hereby seeks approval of Members for regularization and appointment of Mr. Darshan Bharatbhai Patel in the ensuing Annual General Meeting.

Mr. Bhushan Chelaram Punani (DIN-00119874) was appointed as Additional Director (Non Executive-Independent) at the Board Meeting held on 12th February 2025 for a term of consecutive five years subject to approval of Members at the Ensuing Annual General Meeting. The Board hereby seeks approval of Members for regularization and appointment of Mr. Bhushan Chelaram Punani in the ensuing Annual General Meeting.

Mr. Abhinav Kapadia (DIN-07889492) was appointed as Additional Director (Non Executive-Independent) at the Board Meeting held on 28th May 2025 for a term of consecutive five years subject to approval of Members at the Ensuing Annual General Meeting. The Board hereby seeks approval of Members for regularization and appointment of Mr. Abhinav Kapadia in the ensuing Annual General Meeting.

Re-appointment of Directors retiring by rotation:

In terms of the provisions of the Companies Act, 2013, Mr. Upendra Trikamlal Shah (DIN- 00023057) & Mrs. Trupti Utpal Shah (DIN:02342717), Directors of the company retires by rotation and being eligible offers themselves for reappointment. The Board recommends their reappointment in the ensuing AGM of the Company.

The Profile and Particulars of experience, attributes and skill that qualify Mr. Upendra Trikamlal Shah & Mrs Trupti Utpal Shah for Board

membership are disclosed in the said notice

Cessation:

Mr. Utpal Prafulbhai Shah (DIN: 02334369) resigned as a Whole Time Director w.e.f 07 January, 2025. The Board of Directors places on

record its deep appreciation for his contribution during his tenure.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, the Board met Eleven (11) times and the intervening gap between the Meetings was within the period prescribed under

the Companies Act, 2013.

Sr. No. Name of Director	Designation	Board Meeting Held During Year	Board Meeting Attended During The Year	Whether Attended Last AGM held on 30/09/2024
1 Mr. Upendra Trikamlal Shah	Whole Time Director	11	11	Yes
2 Mrs. Purnima Upendra Shah	Whole Time Director	11	11	Yes
3 Mr. Utpal Prafulbhai Shah	Whole Time Director	11	08	Yes
4 Mrs. Trupti Utpal Shah	Whole Time Director	11	10	Yes
5 Ms. Preeti Upendra Shah	Whole Time Director &	11	10	Yes
	Company Secretary
6 Mr. Tanmay Upendra Shah	Managing Director & CFO	11	11	Yes
7 Mrs. Ruchira Tanmay Shah	Non-Executive Director	11	11	Yes
8 Mr. Bhishmak Manoj Soni	Independent Director	11	04	Yes
9 Mr. Amit Lalitkumar Doshi	Independent Director	11	04	No
10 Mr. Darshan Bharatbhai Patel	Independent Director (Additional)	11	01	No
11 Mr. Bhushan Chelaram Punani	Independent Director (Additional)	11	01	No

Your Company has conducted the Board Meetings during the Year:-

Sr No. Meeting Date	Name of Directors
	Upendra Shah	Purnima Shah	Utpal Shah	Trupti Shah	Preeti Shah	Tanmay Shah	Ruchira Shah	Bhishmak Soni	Amit Doshi	Darshan Patel	Bhushan Punani
1 08.05.2024	YES	YES	YES	YES	YES	YES	YES	NO	NO	NO	NO
2 28.06.2024	YES	YES	YES	YES	YES	YES	YES	YES	YES	NO	NO
3 26.07.2024	YES	YES	YES	YES	YES	YES	YES	NO	NO	NO	NO
4 21.08.2024	YES	YES	YES	YES	YES	YES	YES	NO	NO	NO	NO
5 29.08.2024	YES	YES	YES	YES	YES	YES	YES	YES	YES	NO	NO
6 26.11.2024	YES	YES	YES	YES	YES	YES	YES	NO	NO	NO	NO
7 23.12.2024	YES	YES	YES	YES	YES	YES	YES	YES	YES	NO	NO
8 16.01.2025	YES	YES	YES	YES	NO	YES	YES	NO	NO	NO	NO
9 28.01.2025	YES	YES	NO	YES	YES	YES	YES	NO	NO	NO	NO
10 12.02.2025	YES	YES	NO	YES	YES	YES	YES	NO	NO	NO	NO
11 24.03.2025	YES	YES	NO	NO	YES	YES	YES	YES	YES	YES	YES

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Section 149(6) and as per Schedule IV of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent director during the year.

With regard to integrity, expertise and experience (including the proficiency) of the Independent Director appointed during F.Y. 2024-25, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Director and is of the opinion that he is a person of integrity and possesses relevant expertise and experience and his continued association as Director will be of immense benefit and in the best interest of the Company. With regard to proficiency of the Independent Director, as notified under Section 150(1) of the Act, the Board of Directors have taken on record the information submitted by Independent Director that he has complied with the applicable laws.

AUDIT COMMITTEE

The primary objective of the Committee is to monitor and provide effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. Members of the Audit Committee possess financial / accounting expertise / exposure. Board has accepted all recommendations of the Audit Committee.

Composition of Committee	Category
Mr. Bhishmak Manoj Soni (Chairman)	Independent Director
Mr. Amit Lalitkumar Doshi (Member)	Independent Director
Mr. Upendra Trikamlal Shah (Member)	Chairman & Whole time Director

* There has been no change in the composition of the Audit Committee up to 31st March 2025.

However w.e.f. 1st April 2025, the composition of the Audit Committee has been reconstituted as follows:

New Composition of Committee	Category
Mr. Bhushan Chelaram Punani (Chairman)	Independent Director
Mr. Darshan Bharatbhai Patel (Member)	Independent Director
Mr. Upendra Trikamlal Shah (Member)	Chairman & Whole time director

th

However w.e.f. 5 September 2025, the composition of the Audit Committee has been reconstituted as follows:

New Composition of Committee	Category
Mr. Darshan Bharatbhai Patel (Chairman)	Independent Director
Mr. Bhushan Chelaram Punani (Member)	Independent Director
Mr. Upendra Trikamlal Shah (Member)	Chairman & Whole time director

The Audit Committee has conducted the Committee Meetings during the period under review as follows:

Sr. No.	Audit Committee Meetings
Name of Director	28.06.2024	26.08.2024	23.12.2024	24.03.2025
1 Mr. Bhishmak Manoj Soni	Yes	Yes	Yes	Yes
2 Mr. Amit Lalitkumar Doshi	Yes	Yes	Yes	Yes
3 Mr. Upendra Trikamlal Shah	Yes	Yes	Yes	Yes

NOMINATION AND REMUNERATION COMMITTEE

The primary objective of the Committee is to determine on behalf of the Board and on behalf of the shareholders with agreed terms of reference, the companys policy on specific remuneration packages for executive directors including any compensation payment if required and shall review the same from time to time if required.

Composition of Committee	Category
Mr. Bhishmak Manoj Soni (Chairman)	Independent Director
Mr. Amit Lalitkumar Doshi (Member)	Independent Director
Mrs. Ruchira T. Shah (Member)	Non-Executive Director

*The committee was reconstituted due to cessation of Mr. Utpal Prafulbhai Shah as a member of the committee and addition of Mrs.

st

Ruchira T shah as a member of the committee w.e.f 01 April 2024

However w.e.f. 1st April 2025, the composition of the Nomination and Remuneration Committee has been reconstituted as follows:

New Composition of Committee	Category
Mr. Darshan Bharatbhai Patel (Chairman)	Independent Director
Mr. Bhushan Chelaram Punani (Member)	Independent Director
Mr. Amit Lalitkumar Doshi (Member)	Independent Director

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Companys policy relating to Appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) and 178(4) of the Companies Act, 2013 is maintained by Company.

Accordingly, Board based on the recommendation of the Nomination and Remuneration Committee has formulated a policy on

remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy is available on Companys Website at https://www.sihl.in/investor-relations/1

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board of Directors has voluntarily formed the Committee as it is not mandatory for Companies having less than thousand shareholders. The primary objective of the Committee is to consider and resolve the concerns and complaints relating to transfer/transmission of shares, non-receipt of declared dividends, non-receipt of annual reports, etc.

Composition of Committee	Category
Mr. Bhishmak Manoj Soni (Chairman)	Independent Director
Mrs. Trupti Upendra shah (Member)	Whole Time Director
Ms. Preeti Upendra Shah (Member)	Whole time Director

*There has been a change in the composition of the Stakeholders Relationship Committee (SRC) Committee due to the resignation of Mr. Utpal Prafulbhai Shah and the addition of Mrs. Trupti Upendra shah. The reconstitution of the committee will take effect from January 7, 2025.

However w.e.f. 1st April 2025, the composition of the Stakeholders Relationship Committee has been reconstituted as follows:

New Composition of Committee	Category
Mr. Darshan Bharatbhai Patel (Chairman)	Independent Director
Mr. Bhushan Chelaram Punani (Member)	Independent Director
Mr. Upendra Trikamlal Shah (Member)	Chairman & Whole Time Director

INTERNAL COMPLAINTS COMMITTEE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION &

REDRESSAL) ACT, 2013

At SIHL, our goal has been to create an open and safe workplace where each and every employee feels empowered to contribute to the best of their abilities, irrespective of gender, sexual preferences or any other classification that has no bearing on the employees work output. The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Act and the Rules there under. All employees (permanent contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. Policy is available on Companys Website at https://www.sihl.in/investor-relations/1

SIHL has constitute and Internal Complaints Committee (ICC) to consider and resolve all sexual harassment complaints reported by women. The constitution of the ICC is as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the period under review, there were no cases of sexual harassment and discriminatory employment.

INTERNAL FINANCIAL CONTROL SYSTEM & THEIR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and declaration of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

COMPLIANCE OF PROVISIONS RELATED TO THE MATERNITY BENEFIT ACT, 1961

The Company has maternity leave and benefits regulated under the Maternity Benefit Act 1961. It protects and safeguards the livelihood and interests of female employees and gives them time to nurture their newborns while taking care of themselves.

As per the Maternity Benefit Act, 1961, women working in organizations are eligible to take a 26 weeks maternity leave for first and second child. They can take maternity leave from 8 weeks before the delivery date and take the rest 18 weeks after delivery.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Pursuant to Section 134 (3) (g) of the Companies Act, 2013 Particulars of Loans, Guarantees or Investments under Section 186 of the Act as at end of the Financial Year 2024-25 are attached as "Annexure- B" which forms part of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has not entered into any transaction or arrangement with the related parties which could be considered as material in terms of provisions of Section 188 of the Act and rules made thereunder. Accordingly, the disclosure required in the prescribed Form AOC-2 is not applicable to the Company for the FY 2024-25 and hence does not form part of this Report.

RISK MANAGEMENT POLICY

Company is constantly monitoring risk posed by internal and external factors to business. Internal factors like risk management of trading exposure is constantly monitored and addressed with solid collection and further exposure policies. While the external risk posed by competition is mitigated with better services, transparent business practices and technological and operational improvements. The Policy is available on Companys website https://www.sihl.in/investor-relations/1

DIRECTORS RESPONSIBILITY STATEMENT

On behalf of the Directors, we confirm that as required under clause (c) of sub-section (3) of section 134 of the Companies Act, 2013.

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had 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 year and of the profit and loss of the company for that period;

c) The Directors had taken proper and sufficient care 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) The Directors had 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 were operating effectively; and f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

MAINTENANCE OF COST RECORDS:

The Directors state that the Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013. Accordingly such accounts and records are not made and maintained by the Company.

SECRETARIAL AUDITORS

Your Company does not fall under the requirement of Secretarial Audit of the Company under Section 204 of the Companies Act, 2013.

The Board had appointed M/s. Nimesh Shah & Associates (FCS-8602), Practicing Company Secretaries, to carry out applicable secretarial compliances under the provisions the Companies Act, 2013 for the Financial Year 2024-25.

SIGNIFICANT AND MATERIAL ORDERS PASSED /PROCEEDINGS INITIATED BY ANY REGULATORS OR COURT

During the year under review no regulator or court has passed any significant and material orders impacting the going concern status of the Company and its future operations.

PROCEEDINGS INITIATED/ PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

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 ALONG WITH THE REASONS THEREOF

As Company has not done any one time settlement during the year under review hence no disclosure is required.

COMPLIANCE OF SECRETARIAL STANDARDS

The Board confirms that it has complied with the Secretarial Standards issued by Institute of Company Secretaries of India to the extent applicable to the Company.

ACKNOWLEDGEMENT AND APPRECIATIONS

The Directors take this opportunity to express sincere gratitude to Reserve Bank of India, Securities and Exchange Board of India, National Stock Exchange of India Limited, BSE Limited, National Securities Depository Limited, Central Depository Services (India) Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, Central and State Governments and various regulatory authorities, Bankers

and Financial Institutions for their consistent support.

Your Director take this opportunity to thank all employees, customers, vendors, shareholders, business partners/associates and communities in which the company operates and all Subsidiary, Associate and group companies of SIHL for their co-operation and valuable support extended during the year.

We place on record our appreciation of the contribution made by our employees and members of SIHL family at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors

SHAH INVESTORS HOME LIMITED

Upendra Trikamlal Shah

Chairman& Whole time director

DIN: 00023057

 

Date: 05.09.2025

Place: Ahmedabad