Shaily Engineering Plastics Ltd Directors Report

Your directors take pleasure in presenting their 45^th Annual Report together with the Audited Financial Statements for the year ending on 31^st March 2025.

Operations and State of Affairs of the Company H ( in lacs)

Particulars	Standalone Basis		Consolidated Basis
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	73,811.94	61,597.36	78,679.77	64,387.06
Other Income	743.12	649.25	232.08	649.25
Profit for the year before Interest, Depreciation,	15,101.93	10,126.98	17,837.80	12,343.22
Amortization & Tax
Finance Cost	1,694.62	1,789.63	1,694.62	1,789.63
Depreciation and Amortization Expense	3,941.50	3,468.72	4,215.65	3,568.88
Profit before Tax	9,465.81	4,868.63	11,927.53	6,984.71
Net Profit for the year	7,091.01	3,612.98	9,311.90	5,729.06

Note:

The above figures are extracted from the Standalone and Consolidated Financial statements prepared in accordance with Indian Accounting Standards (Ind AS) as specified in the Companies (Indian Accounting Standards) Rules, 2015, read with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(Formerly known as Shaily (UK) Limited) as on 31^st March 2025, is available on the website of the Company at https://www. shaily.com/investors/compliances-policies/shaily-uk-ltd-wholly-owned-subsidiary.

During the year under review, Shaily Innovations Limited (Formerly known as Shaily (UK) Limited) was the material subsidiary of the Company as per the SEBI Listing Regulations. The Company does not have any associate or joint venture Company.

Shaily Innovations FZCO was incorporated in Dubai, UAE on 1^st January 2025. The Company is engaged in Design and Development services for drug delivery device contracts.

Dividend

The Board of Directors recommended a final dividend of H2/- (i.e.100%) per equity share consisting of total 4,59,55,093 equity shares of H2/- each aggregating to H9,19,10,186/- for the year ending on 31^st March 2025. The Dividend for the year ended 31^st March 2025 is subject to the approval of members at the ensuring Annual General Meeting (AGM) to be held on 27^th September 2025 and will be paid within a statutory time, if approved by the members at the above referred AGM.

Operations and Business

Key developments during the year of the Company are covered in the Management Discussion and Analysis Report (MDAR) as stipulated under the ("SEBI Listing Regulations"), is presented in a separate section, which forms part of this Annual Report.

Subsidiary of the Company

Shaily Innovations Limited (Formerly known as Shaily (UK) Limited), established in the United Kingdom as a Pvt. Ltd. Company, is a wholly owned subsidiary of the Company. Shaily Innovations Limited (Formerly known as Shaily (UK) Limited) operates as a Design Centre and a Research & Development division for varied medical and drug delivery devices. A statement containing the salient features of the Financial Statements of Shaily Innovations Limited (Formerly known as Shaily (UK) Limited), as on 31^st March 2025 as required under Section 129(3) of the Act forms part of this report as Annexure - A.

In terms of the provisions of Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and Consolidated Financial Statements, is hosted on the website of the Company at www.shaily.com. Audited Annual Financial Statements of Shaily Innovations Limited

Dividend Distribution Policy

In compliance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has adopted Dividend Distribution Policy, which is placed at the website of the Company https://static.shaily.com/ROo8JgnUQPiO3h8HqMY0-dividend-distribution-policy-pdf

Transfer to Reserves

Pursuant to provisions of Section 134(3)(j) of the Companies Act, 2013, the company has not proposed to transfer any amount to the general reserves account of the company during the year under review.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V of the said regulations, Management Discussion and Analysis is set out in this Annual report. Certain statements in the said report may be forward-looking. Many factors may affect actual results, which could be different from what the Directors envisage in terms of future performance and outlook.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - B.

Cybersecurity

Investing in robust cybersecurity measures involves implementing comprehensive, multi-layered defenses such as firewalls, intrusion detection systems, MFA on users level and advanced encryption protocols. These measures are essential to protect sensitive data from unauthorized access. Additionally, conducting regular security audits and providing ongoing employee awareness trainings are crucial. Since human error is one of the most significant vulnerabilities, maintaining a vigilant organizational posture through these practices is vital.

Utilization of funds from proceeds of Preferential Issue

During the Financial year, the Company has not raised any funds through preferential allotment/ qualified institutional placement. Hence, this is not applicable to the Company.

Directors & Key Managerial Personnel

Retirement by Rotation

As per the provisions of the Companies Act, 2013, Mrs. Tilottama Sanghvi (DIN: 00190481), retires by rotation at the forthcoming 45^th Annual General Meeting of the Company and being eligible offers herself of re-appointment.

Re-appointment of Whole Time Director

Mr. Mahendra Sanghvi (DIN:00084162) was reappointed as an Executive Chairman of the Company, effective from 1^st April 2025, for a further period of three (3) years from 1^st April 2025 to 31^st March 2028 by the Board of Directors, at its meeting held on 27^th July 2024, which was approved by the members at the 44^th Annual General Meeting of the Company.

Mr. Laxman Sanghvi (DIN: 00022977) was reappointed as an Executive Director of the Company, effective from 1^st April 2025, for a further period of three (3) years from 1^st April 2025 to 31^st March 2028 by the Board of Directors, at its meeting held on 27^th July 2024, which was approved by the members at the 44^th Annual General Meeting of the Company.

Re-appointment of Independent Director

Dr. Shailesh Ayyangar (DIN:00268076) was re-appointed as an Independent Director of the Company, effective from 29^th May 2025 for the further period of five (5) years starting from 29^th May 2025 to 28^th May 2030 by the Board of Directors at their meeting held on 27^th July 2024, which was duly approved by the members at the 44^th Annual General Meeting of the Company.

Cessation of Independent Director

Mr. Milin Mehta (DIN: 01297508) has ceased to be an Independent Director w.e.f. 8^th November 2024 due to the completion of his second term.

Key Managerial Personnel

As on 31^st March 2025, the Key Managerial Personnel of the Company are Mr. Mahendra Sanghvi - Executive Chairman, Mr. Laxman Sanghvi - Executive Director, Mrs. Tilottama Sanghvi - Whole Time Director, Mr. Amit Sanghvi - Managing Director, Mr. Paresh Jain - Chief Financial Officer and Mr. Harish Punwani - Company Secretary & Compliance Officer, in accordance with Section 203 of the Companies Act, 2013.

During the year under review, there were changes in Key Managerial Personnel as outlined below:

1. Mr. Sanjay Shah was re-designated from the office of Chief Financial Officer to Chief Strategy Officer of the Company, effective from on 24^th May 2024.

2. Mr. Paresh Jain was appointed as Chief Financial Officer with effect from 24^th May 2024.

3. Ms. Dimple Mehta resigned as Company Secretary

& Compliance Officer of the Company w.e.f. 20^th November 2024.

4. Mr. Harish Punwani has been appointed as Company Secretary and Compliance Officer of the Company w.e.f. 21^st November 2024.

Meetings of Board

The Board met five (5) times during the Financial Year. Details of the meeting(s) are provided in the Corporate Governance

Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Policy on Nomination & Remuneration

The existing policy is to have an appropriate mix of Executive and Non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of 31^st March 2025, the Board had a total of eight (8) members, four (4) of whom are Executive directors and four (4) are Non-Executive Independent Directors. The Board has two Women Directors, out of which one Woman Director is an Executive Director and one-Woman Director is a Non-executive Independent Director.

The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, asrequiredundersub-section(3)ofSection178oftheCompanies Act, 2013, in accordance with SEBI (Listing Obligations and Disclosure Requirements), 2015, is available at our website at https://static.shaily.com/NVmusaHvSkCkSxPngRsT-sepl-nomination-remuneration-policy-pdf Salient features of the Nomination & Remuneration Policy are as under:

1. Setting out the objectives of the Policy

2. Definitions for the purpose of the Policy

3. Policy for appointment and removal of Directors, Key Managerial Personnel and Senior Management.

4. Policy relating to the remuneration for the Directors, Key Managerial Personnel, Senior Management Personnel and other employees.

5. Remuneration to Non-Executive/Independent Directors.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

Declaration by Independent Directors

The Independent Directors of the Company have given their declaration to the Company that they meet the criteria of independence as required under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

Your Board of Directors confirms the integrity, expertise, experience and proficiency of the Independent Directors of the Company.

Familiarization Programme

All new Independent Directors inducted into the Board attend an orientation program. At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining their role, function, duties and responsibilities as an Independent Director. The format of the letter of appointment is available on our website at https://static.shaily.com/86x 2nOBMRpWOW5 up9Pa4 -specimen-letter-of-appointment-for-independent-director-pdf-pdf The Board members are provided with necessary reports, internal policies, periodical plant visits to enable them to familiarize with the Companys procedures and practices. Periodic presentations are made at the meetings of the Board and the committees, on business and performance updates, global business environment, business strategy and risks involved. The details of familiarization Programme for Independent Directors are available at our website at https://shaily.com/ investors/compliances-policies/familiarization-programe

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Board, its committees and of individual directors on an evaluation framework by way of individual and collective feedback from the Directors.

The framework includes the evaluation of Directors on various parameters such as:

Board dynamics and relationships.

Information flows

Decision – making.

Company performance and strategy

Tracking board and committees effectiveness

Peer evaluation

Based on the inputs from all the Directors on Board composition and structure, effectiveness of Board processes, information, and functioning, etc., evaluation of Boards performance was done. The performance of the committees was also evaluated by the Board after seeking input from the committee members on composition, effectiveness of the committee and its meetings In a separate meeting of Independent Directors, performance of Non- Independent Directors and the Board as a whole was evaluated, taking into account the views of Executive Directors and Non- Executive Directors.

The Nomination & Remuneration Committee and the Board reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The outcome of the Board Evaluation for F.Y. 2024-25 was discussed by the Nomination and Remuneration Committee and the Board at their respective meeting(s) held on 12^th May 2025 and 13^th May 2025 respectively.

Committees of the Board

The Board has five (5) committees, namely:

Audit Committee

Nomination & Remuneration Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

Risk Management Committee

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report, which forms part of this Annual Report.

During the year, there were no instances where the Board has not accepted recommendation(s) of any Committee of the Board.

Corporate Governance

The Company believes in adopting the best practices of Corporate Governance. Corporate Governance Principles are enshrined in the spirit of the Company, forming its core values. These guiding principles are also articulated through the Companys code of business conduct, corporate governance guidelines, charter of various sub-committees and disclosure policy.

Report on Corporate Governance for F.Y. 2024-25 forms part of this Annual Report.

Corporate Social Responsibility (CSR)

Being an Indian Company, we are motivated by the Indian ethos of Dharma as a key plank for organizational self-realization. The Company recognizes that its operations impact a wide community of stakeholders, including investors, employees, customers, business associates and local communities and that appropriate attention to the fulfilment of its corporate responsibilities can enhance overall performance. The Company continues its CSR spend towards support to local initiatives, health/medical and education sector, sanitation/cleanliness, Rural Development and such varied activities towards Corporate Social Responsibility initiatives.

In compliance with the requirements of Section 135 of the Act, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities undertaken during FY 2024-25 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure - C.

Annual Return

A copy of the draft Annual Return as required under Section 92(3) of the Act has been placed on the website of the Company. The web-link as required under Section 134(3)(a) of the Act is as under. https://static.shaily.com/UII7VCyjRbag8BffHUMR-draft-mgt-7-website-pdf

Particulars of Employees and related disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure - D.

A statement showing the names and particulars of the employees falling within the purview of Rule 5(2) and 5(3) of the aforesaid rules are provided in the Annual Report. The Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and the same will be furnished on request in writing to the members.

Audit Reports

The Independent Auditors Report on Standalone and Consolidated Financial Statements for F.Y. 2024-25 does not contain any qualification, reservation or adverse remark. The Independent Auditors Report is enclosed with the Financial Statements in this Annual Report.

The Secretarial Auditors Report for F.Y. 2024-25 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors Report is enclosed as Annexure - E to the Boards Report in this Annual Report.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the certificate from M/s. Samdani Shah & Kabra, Secretarial Auditors of the Company, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, 2015 is enclosed with the Corporate Governance Report in this Annual Report. The Company has obtained Certificate from M/s. Samdani Shah & Kabra, Company Secretaries, Secretarial Auditors of the Company regarding Non-disqualification of Directors, which is enclosed with the Corporate Governance Report in this Annual Report. Accordingly, none of the Directors are disqualified.

Reporting of fraud by auditors

During the F.Y. 2024-25, neither of the auditors viz., Statutory Auditors, Secretarial & Corporate Governance Auditors, Internal Auditors and nor Cost Auditors have reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

Auditors

Statutory Auditors

The Board has reappointed M/s B S R and Co., Chartered Accountants (Firm Registration number 128510W) for its 2^nd term for the period of 5 years i.e. up to the conclusion of 48^th Annual General Meeting to be held for the adoption of accounts for the financial year ending 31^st March 2028, subject to approval of members at the ensuing Annual General Meeting. As the Companies (Amendment) Act, 2017 has done away with the requirement of ratification at every Annual General Meeting, no ratification for the appointment is required. There is no qualification or adverse remark in the Auditors report. As regards the comments made in the Auditors Report, the Board is of the opinion that the same are self-explanatory and do not require further clarification.

Secretarial Auditors

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations) read with Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), the board has proposed and recommended to the members for approval in the forthcoming Annual General Meeting ("AGM"), the appointment of M/s. Samdani Shah

& Kabra, Company Secretaries, (Firm Registration Number: P2008GJ016300) (‘Secretarial Audit Firm), as Secretarial Auditors of the Company, , to undertake the Secretarial Audit of the Company for the period of Five (05) consecutive Financial Years from 2025-26 till 2029-30.

M/s. Samdani Shah and Kabra, Practicing Company Secretaries, has granted their consent and confirmed their eligibility for the proposed appointment.

The Report on the Secretarial Audit is part of this annual report.

Cost Auditors

M/s Y.S. Thakar & Co., Cost Accountants, Vadodara are appointed as Cost Auditors of the Company to conduct an audit of cost records of the Company for F.Y. 2025-26.

Based upon the declaration on their eligibility, consent and terms of engagement, the Board at its meeting held on 13^th May 2025, has appointed the Cost Auditors, and recommends the ratification of remuneration to be paid to the Cost Auditors for F.Y. 2025-26 to the shareholders of the Company.

Maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is applicable to the Company and accordingly such accounts & records are prepared and maintained, as required, from time to time.

Internal Auditors

M/s Shah Jain & Hindocha, Chartered Accountants, based at Vadodara, are appointed as Internal Auditors of the Company to conduct an internal audit of the Company for F.Y. 2025-26. Based upon the declaration on their eligibility, consent and terms of engagement, the Board at its meeting held on 13^th May 2025, has appointed the Internal Auditors for F.Y. 2025-26.

Business Responsibility and Sustainability Report

Report on Business Responsibility and Sustainability, in the format as prescribed by the Securities and Exchange Board of India, forms part of the Boards Report and annexed at

Annexure - F.

Policy on Business Responsibility and Sustainability Reporting is available on the Company website at weblink https://static. shaily.com/2KfgCI1USEm3mfq4QcmR-brsr-policy-pdf

Risk Management

The Company has a mechanism in place to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These risks along with the ways to mitigate them have been discussed at the meetings of the Risk Management Committee, Audit Committee and the Board of Directors of the Company.

The Risk Management Policy of the Company consists of various risks associated and plans to mitigate the same. The Risk Management Policy of the Company is available on the website of the Company at weblink https://static.shaily.com/ xPWCj6xeT06ZOyzinzhU-sepl-risk-management-policy-pdf

Vigil Mechanism

The Company has a well-defined "Whistle Blower Policy" and has established a robust Vigil Mechanism for reporting of concerns raised by employees and to provide for adequate safeguards against victimization of Directors and employees who follow such mechanism and has also made provision for direct access to the Chairman of Audit Committee in appropriate cases. The Vigil Mechanism Policy of the Company is available on the Companys website at weblink https://static.shaily. com/6YQbFHzPS1eqWAVJ3sIk-sepl-vigil-mechanism-policy-pdf

Internal Financial control & its adequacy

The Companys internal control procedures, which include internal financial controls, ensure compliance with various policies, practices and statutes and keep in view the organizations pace of growth and increasing complexity of operations. The internal auditors team carries out extensive audits throughout the year across all plants and functional areas and submits its reports to the Audit Committee of the Board of Directors.

Shares Capital and Debt Structure a. Share Capital

During the year under review the Total Authorized Share Capital is H16,00,00,000 (Rupees Sixteen Crores only) comprising of 8,00,00,000 (Eight Crores only) Equity Shares of H2/- (Rupees Two only) each and paid-up, issued and subscribed share capital of the company is H9,19,10,186/-

(Rupees Nine Crore Nineteen Lacs Ten Thousand One Hundred and Eighty-Six Only).

b. Employees Stock Option Plan

As on financial year ended on 31^st March 2025, the Company has one employees stock option plan i.e. Shaily Employee Stock Option Plan 2019 ("ESOP 2019"). In accordance with the terms of ESOP 2019, options may be granted to employees of the Company which gives them rights to receive equity share of the Company having face value of H2/-(Rupees Two) each on vesting.

The Company confirms that the ESOP 2019, is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 (‘SBEB Regulations, 2014) and amended as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations 2021) in the meetings held on 8^th February 2023.There has been no change in the Scheme except regulatory amendments as per SBEB Regulations 2021. Details pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are given hereunder:

(a) options granted;	NIL
(b) options vested;	88,834
(c) options exercised;	87,583
(d) the total number of shares arising as a result of exercise of option;	N.A.
(e) options lapsed;	8750
(f) the exercise price;	H2/- per Equity Share
(g) variation of terms of options;	N.A.
(h) money realized by exercise of options;	1,75,166
(i) total number of options in force;	1,70,167
(j) employee wise details of options granted to: —
(i) key managerial personnel.	N.A.
(ii) any other employee who receives a grant of options in any one year of options amounting to five per cent or more of options granted during that year.	N.A.
(iii) identified employees who were granted option, during any one year, equal to or exceeding one per cent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.	N.A.

Further, the details as required to be disclosed under Regulation 14 of the SBEB Regulations, 2014 can be accessed at https:// static.shaily.com/bFHflKXqQdKptRfRyVCw-esop-note-as-per-sebi-sbeb-regulations-pdf and ESOP plan of the Company can be accessed at https://static.shaily.com/jmyTYJj5T926hB5E73oh-sepl-esop-revised-pdf A certificate from the Secretarial Auditors of the Company that the Scheme has been implemented in accordance with SEBI (Share Based Employee Benefits) Regulations 2021 and the resolution passed by the members, shall be placed at the ensuing Annual General Meeting for inspection of the members electronically. Insurance All the properties and assets of the Company are adequately insured. Code of Conduct The Board of Directors has laid down a Code of Conduct applicable to the Board of Directors and Senior management which is available on Companys website at link https://static. shaily.com/cMYU8HxLROCTpPOhnvld-1-sepl-code-of-conduct- pdf. All Board members and senior management personnel have affirmed compliance with the Code of Conduct. Insider Trading Policy As required under the Insider Trading Policy Regulations of SEBI and amendments thereto, your directors have framed the Insider Trading Regulations and Code of Internal Procedures and Conducts for Regulating, Monitoring and Reporting of Trading by Insider as well as Code of Practices and Procedures for Fair Disclosure of Unpublished Sensitive Information. The same is also posted on the website of the Company at https:// static.shaily.com/F2TbeyTQUSlpi9dJNyRg-code-of-conduct- fro-insider-trading-pdf. Nomination And Remuneration Policy The Board has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for the selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company. The policy is available on website of the Company at https://static.shaily.com/ NVmusaHvSkCkSxPngRsT-sepl-nomination-remuneration- policy-pdf. Contracts & Arrangements with Related Parties All contracts/arrangements entered into by the Company during the Financial Year with related parties were in an ordinary course of business and on an arms length basis. During the year,

Sr. No. Date of Allotment	Exercise price (in H)	No. of shares
1 28th October 2024	2	85,167
2 12th March 2025	2	2,416

During the period under review, the Company has allotted Equity Shares to the Eligible Employees of the Company under ESOP 2019 as follows: the Company did not enter into any contracts/arrangements/ transactions with related parties which could be considered material. Hence, there is no information to be provided as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Directors draw attention to the members to Note No. 33 to the Standalone and Consolidated Financial Statements in this Annual Report, which sets out related party disclosures.

Particulars of Loans, Guarantees or Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the Financial Statements provided in this Annual Report.

Deposits

The Company has not accepted deposits from the public falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Therefore, the requirement of applicable laws and regulations for disclosure of details of deposits under section 134(3) (q) of the Companies Act, 2013 and rule made thereunder is not applicable.

Secretarial Standards

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

Obligation of Company under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company strongly believes in providing a safe and harassment-free workplace for each individual working for the Company. The Company has in place a Policy against Sexual Harassment at workplace in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act). An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding Sexual Harassment. All employees (permanent, contractual,temporaryandtrainees)arecoveredunderthisPolicy. The policy is available on the website of the Company at https:// static.shaily.com/Mh3QjKaT3CWqAFWt9bnK-sepl-hr-010-anti-sexual-harrasment-policy-pdf The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In terms of Section 22 of the POSH Act, we report that during the reporting period, no complaints were received by the Company under the said Act.

Compliance with Maternity Benefit Act:

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961 and its amendments. All eligible women employees have been extended the maternity benefits as prescribed under the Act. The Company has also ensured adherence to provisions relating to maternity leave, nursing breaks, and cr?che facilities.

Material Changes and commitments

There have been no material changes and commitments from the close of F.Y. 31^st March 2025 till the date of the Boards report, which may affect the financial position of the Company.

Change in the nature of business

There has been no change in business of the Company.

Significant/material orders passed by Regulators/ courts/tribunal

There are no significant and material orders passed by the Regulators or Courts or Tribunals that may impact the going concern status of the Companys operations in future.

Green Initiative

45^th Annual General Meeting

Electronic copies of the Annual Report 2024-25 and the Notice of the 45^th Annual General Meeting are being sent to all members whose email addresses are registered with the Registrar & Share Transfer Agents (RTA) of the Company /Depository participant(s). It is hereby requested to all the shareholders to kindly update your email address with your Depository Participant in case shares are held in Demat and with the Companys Registrar and Transfer Agent in case shares are held physically to ensure timely receipt of required information.

The regulatory authorities i.e. Ministry of Corporate Affairs ("MCA") has vide its General Circular (GC) No. 20/2020 dated 5^th May 2020 read with GC No.14/2020 dated 8^th April 2020, GC No. 17/2020 dated 13^th April 2020 and GC No. 09/2024 dated 19^th September 2024 and the Securities and Exchange Board of India vide its its Master Circular no. SEBI/HO/CFD/PoD2/ CIR/P/2023/120 dated 11^th July 2023 and Circular No. SEBI/ HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 03^rd October 2024 permitted the Companies for holding of the Annual General Meeting ("AGM") through Video Conferencing/Other Audio Visual Means ("VC/ OAVM"), without the physical presence of the Members at a common venue up to 30^th September 2025. Accordingly, in compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (LODR) Regulations, 2015 ("SEBI Listing Regulations") and MCA Circulars, the AGM of the Company is being held through VC / OAVM, without the physical presence of the members at a common venue.

Details of the meeting and the facility are provided in the Notice of the 45^th Annual General Meeting.

Application(s) made/proceedings pending under the Insolvency and Bankruptcy Code, 2016

The Company has neither made any application(s) nor any proceedings pending against the company under the Insolvency and Bankruptcy Code, 2016.

General Disclosures:

The Company does not have any scheme of provision for the purchase of its own shares by employees or by trustees for the benefit of employees.

The Managing Director and the Whole Time Directors during F.Y. 2024-25 have not received any amount as commission from the Company.

The Managing Director and the Whole Time Directors during F.Y. 2024-25 have not received any commission/ remuneration from the Subsidiary Company. The Company does not have any Holding Company.

During F.Y. 2024-25, there was no instance of one-time settlement with any Bank or Financial institution. Hence, the disclosure requirement in the context is not applicable.

Directors Responsibility Statement

In terms of the provisions of the Companies Act 2013, the Directors confirm that.

In preparation of the annual accounts for the F.Y. ended 31^st March 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of profit and loss of the Company for that period.

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

They have prepared the annual accounts on a going-concern basis.

They have laid down internal financial controls to be followed by the Company, which are adequate and are operating effectively; and They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Acknowledgements

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth is made possible by their hard work, solidarity, cooperation and support.

We also thank our suppliers, customers, business partners and others associated with the Company. We look upon them as partners in its progress. It will be Companys endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect to and co- operation with each other, consistent with consumer interests and looks upon all the stakeholders for their continued support in future.

For and on behalf of the Board of Directors

 

Mahendra Sanghvi

Executive Chairman

DIN: 00084162

 

Place: Vadodara

Date: 11th August 2025