Shanthala FMCG Products Ltd Directors Report

To,

The Members,

SHANTHALA FMCG PRODUCTS LIMITED

Your Directors have pleasure in presenting their 11 th Annual Report on the Standalone and Consolidated Audited Statement of Accounts of Shanthala FMCG Products Limited [the Company] for the Financial Year ended March 31, 2025.

1. FINANCIAL RESULTS

The summarized financial performance of the Company for the FY 2024-25 and FY 2023-24 is given below:

[Amount in Lakhs]

PARTICULARS	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	5274.62	4133.06	5274.62	4133.06
Other Income	103.15	53.85	103.15	53.85
Total Revenue	5377.77	4186.91	5377.77	4186.91
Total Expenses	5246.92	4148.93	5246.92	4148.93
Net Profit Before Tax	130.85	37.98	130.85	37.98
Provision for Tax
- Current Tax	33.02	10.09	33.02	10.09
- Deferred Tax	1.29	-0.47	1.29	-0.47
(Liability)/Assets
- Excess/(short)	0.00	-1.06	0.00	-1.06
provision for earlier years
Net Profit After Tax	96.53	29.42	96.53	29.42
Earnings per equity share
- Basic (In )	1.44	0.67	1.44	0.67
- Diluted	1.44	0.67	1.44	0.67
(In )

2. REVIEW OF OPERATIONS

Standalone and Consolidated:

During the financial year under review, the Company has posted revenue from its operations of 5274.62 Lakhs as against 4133.06 Lakhs for the corresponding previous year.

Further, the Company has earned a profit after tax of 96.53 Lakhs as against 29.42 Lakhs for the corresponding previous year.

Note: Figures of Standalone and Consolidated accounts are same as there were no significant operational/ financial transactions carried out in our Wholly- Owned Subsidiary Company, (STPL Commtrade Private Limited) during the relevant period. For the financial year ended 31 st March, 2025, no amount was carried to General reserve account by the Company.

3. STATE OF AFFAIRS AND FUTURE OUTLOOK:

Your Board is exploring new avenues to engage Company into trading activities with present product line, with an expectation to grow its business in upcoming year. Moreover, the Company has witnessed upward trend in its revenue and profit after tax. The Company is hopeful to do better in upcoming future.

4. DIVIDEND AND RESERVES:

In order to conserve the profit for future years, the Company do not recommend dividend for the financial year 2024-25.

5. SHARE CAPITAL

As on March 31, 2025, the authorized capital of the Company was INR 11,00,00,000/- (Indian Rupees Eleven Crores only) divided into 1,10,00,000 (One Crore Ten Lacs only) Equity Shares of 10/- (Indian Rupees Ten Only) each. Further, the issued, subscribed and paid-up share capital of the Company was 6,69,80,640/- (Indian Rupees Six Crores Sixty Nine Lacs Eighty Thousand Six Hundred and Forty only) divided into 66,98,064 (Sixty Six Lacs Ninety Eight Thousand Sixty Four Only) Equity Shares of 10/- (Indian Rupees Ten Only) each.

And no changes were made in share capital during the Financial year 2024-25.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY.

During the year, the Company incorporated a wholly owned subsidiary in the name and style of M/S. STPL Commtrade Private Limited by making an investment of 1,00,000/- (Indian Rupees One Lakh only) being 10,000 (Ten Thousand) Equity Shares of 10/- each (Indian Rupees Ten only).

The incorporation of this wholly owned subsidiary is part of the Companys broader strategic initiative to enhance its operational footprint, diversify revenue streams, and explore new markets and business verticals. Through this subsidiary, the Company aims to leverage emerging opportunities, strengthen its presence in key sectors, and create long-term value for stakeholders. The move aligns with the Companys

vision for sustainable growth and its commitment to increasing competitiveness through innovation, agility, and proactive business development.

7. MANAGEMENT DISCUSSION AND ANALYSIS.

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as Annexure 1 and is incorporated herein by reference and forms an integral part of this report.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year under review, no changes were made in designations of Directors and Key Managerial Personnel: The Composition of Directors and Key Managerial Personnel as on date is as follows:

Sr. No.	Name Of Directors/ KMPs	DIN/Membership No	Designation
1	Mrs. Bantwal Shobitha Malya	06793259	Executive Director
2	Ms. Shivani Tiwari	09359208	Non -executive, Independent Director
3	Mr. Ravikant Mhatre	06362676	Non -executive, Independent Director
4	Ms. Smita Patil	10147488	Non -executive, Independent Director
5	Mr. Yogish Mallya B P	NA	Chief Financial Officer
6	Ms. Snehal Bhagwat	A68895	Company Secretary & Compliance Officer

> Demise of Chairman and Managing Director

Mr. B Manjunath Mallya (DIN: 06793251), Chairman and Managing Director of the Company, passed away on July 08, 2025. This sad news was duly communicated to the NSE through intimations dated July 08 and August 02, 2025. Late Mr. Mallya was a cornerstone of the Company, whose visionary leadership and unwavering dedication played a pivotal role in its growth and success. The Board of Directors deeply appreciates his invaluable contributions and tireless service throughout his tenure. His legacy of integrity, excellence, and inspirational leadership will continue to guide and influence all who had the honor of working with him. His presence, wisdom, and counsel will be profoundly missed and forever remembered.

The untimely demise of Mr. B Manjunath Mallya is an irreparable loss to the Company. The Board of Directors, along with all employees, express their deepest sorrow and extend their heartfelt condolences to his family. We stand united in offering our support and sympathy to his loved ones during this profoundly difficult period.

> Inductions / Appointment or Re-appointment of Director:

1. Pursuant to the provisions of Section 152 of the Act, Mrs. Bantwal Shobitha Malya (DIN: 06793259) retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. The Board recommends her re-appointment.

2. Pursuant to the recommendation of the NRC, the Board at its Meeting held on 23 rd August, 2025, considered and approved:

- To change the designation of Mrs. Bantwal Shobitha Malya (DIN: 06793259) from the position of Executive Director to Managing Director for a term of five years with effect from September 26, 2025 upto September 25, 2030, resolution in this behalf is set out at Item No 03 of the Notice of Annual General Meeting, for Members approval.

All the directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

9. SEPARATE MEETING OF INDEPENDENT DIRECTORS: BOARD EVALUATION &

DISCUSSIONS WITH INDEPENDENT DIRECTORS:

Pursuant to paragraph VII of Schedule IV, in terms of Section 149 (8) of Companies Act, 2013 and Regulation 25 (3) & (4) of Securities and Exchange Board of India (Listing Obligations and Disclosure requirements, 2015, the Boards policy is to regularly have separate meetings with Independent Directors, to update them on all business-related issues, new initiatives and changes in the industry specific market scenario. At such meetings, the Executive Directors and other Members of the Management make presentations on relevant issues.

Sr. No.	Name of Directors	Designation as on March 31, 2025	Date of Meeting - 19.02.2025
1	Mr. Ravikant Mhatre	Independent Director	Present
2	Ms. Shivani Tiwari	Independent Director	Present
3	Ms. Smita Patil	Independent Director	Present

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its committees. The Directors expressed satisfaction with the evaluation process.

10. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

11. COMPOSITION OF BOARD, NUMBER OF BOARD MEETINGS & ITS POLICY:

The existing policy is having a blend of appropriate combination of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2025, the Board had 5 (Five) members, consisting of 2 (Two) executive Directors, 03 (Three) nonexecutive & independent director. Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The information as required under

Regulation 17(7) read with Schedule II Part A of the LODR is made available to the Board. The agenda and explanatory notes are sent to the Board in advance.

The Board periodically reviews compliance reports of all laws applicable to the Company. The Board meets at least once a quarter to review the progress of business of the Company and also to review half yearly financial results and other items on the agenda and also on the occasion of the Annual General Meeting (AGM) of the Shareholders. Additional meetings are held, when necessary.

Further, Committees of the Board usually meet on the same day of formal Board Meeting, or whenever the need arises for transacting business. The recommendations of the Committees are placed before the Board for necessary approval and noting. During the Financial Year 2024-25, the Company held 7 (Seven) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 was adhered to while considering the time gap between two meetings.

Sr.	Date of Meetings	Board	No. of Directors
No.		Strength	Present
1	27-05-2024	5	5
2	02-08-2024	5	2
3	23-08-2024	5	5
4	01-10-2024	5	2
5	11-11-2024	5	4
6	27-01-2025	5	2
7	29-03-2025	5	3

Attendance details of Directors for the year ended March 31, 2025 are given below:

Name of the Directors	Category	No. of Board Meetings entitled to attend	No. of Board Meetings attended
Late Mr. B Manjunath Mallya	Chairman and Managing Director	7	7
Mrs. Bantwal Shobitha Mallya	Executive Director	7	5
Mr. Ravikant Mhatre	Independent & Non Executive Director	7	4
Ms. Shivani Tiwari	Independent & Non Executive Director	7	3
Ms. Smita Patil	Independent & Non Executive Director	7	4

12. FORMATION OF THE COMMITTEES OF THE BOARD

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI ListingRegulations) read with Section 177 of the Companies Act, 2013 (Act). The primary objective of the Audit Committee is to monitor and provide an 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. The Committee oversees the work carried out in the financial reporting process by the Management, the statutory auditor and notes the processes and safeguards employed by each of them.

Meetings of the Committee were held during the year ended 31 st March, 2025, the dates of which are May 27, 2024, August 02, 2024, November 11, 2024, January 27, 2025 and March 29, 2025.

Details of Composition of the Committee:

Sr. No.	Name of Director	Position in committee	No. of Committee Meetings entitled to attend	No. of meetings attended
1	Mr. Ravikant Mhatre	Chairperson, Independent Director	5	5
2	Ms. Shivani Tiwari	Member, Independent Director	5	4
3	Ms. Smita Patil	Member, Independent Director	5	5

NOMINATION & REMUNERATION COMMITTEE:

Your Company has formed a Nomination & Remuneration Committee to lay down norms for determination of remuneration of the executive as well as non-executive directors and executives at all levels of the Company. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

During the year ended 31 st March, 2025, 1(One) meeting of the Committee was held on August 23, 2024.

Details of Composition of the Committee:

Sr. No.	Name of Director	Position in committee	No. of Committee Meetings entitled to attend	No. of meetings attended
1	Mr. Ravikant Mhatre	Chairperson, Independent Director	1	1
2	Ms. Shivani Tiwari	Member, Independent Director	1	1
3	Ms. Smita Patil	Member, Independent Director	1	1

Nomination and Remuneration Policy:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The Board of Directors is authorized to decide Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary is paid to Executive Directors within the Salary grade approved by the Members. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel.

During the year, there have been no changes to the Policy. The same is annexed to this report as Annexure II and is available on our website https://shanthalafmcg.com .

During the year under review, the details of remuneration paid to Directors and Key Managerial Personnel are as under:

Sr. No.	Name of Director and KMP	Designation	Remuneration per annum (In )
1	Late Mr. B Manjunath Mallya	Chairman and Managing Director	18,00,000/-
2	Mrs. Bantwal Shobitha Malya	Director	9,00,000/-
3	Snehal Bhagwat	Company Secretary and	5,85,000/-

Compliance Officer

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The terms of reference are in line with Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews Shareholders/Investors complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate share certificates etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

Meeting of the Committee held during the year ended 31 st March, 2025, the date of which is February 19, 2025.

Details of the composition of the Committee and attendance during the year are as under:

Sr. No.	Name of Director	Category	No. of Committee Meetings entitled to attend	No. of meetings attended
1	Mr. Ravikant Mhatre	Chairperson, Independent Director	1	1
2	Ms. Shivani Tiwari	Member, Independent Director	1	1
3	Ms. Smita Patil	Member, Independent Director	1	1
4	Late Mr. B Manjunath Mallya	Member, Managing Director	1	1

The details of complaints received and resolved during the Financial Year ended March 31, 2025 are given in the Table below.

The complaints relate to non-receipt of annual report, dividend, share transfers, other investor grievances, etc.

Details of complaints received and resolved during the Financial Year 2024-25:

Particulars	No. of complaints
Opening as on April 1, 2024	0
Received during the year	0
Resolved during the year	0
Closing as on March 31, 2025	0

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

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

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

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

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

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

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

14. CODE FOR PROHIBITION OF INSIDER TRADING

Your Company has adopted the Internal Code of conduct for Regulating, monitoring and reporting of trades by Designated persons under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 (Code) for prohibition of insider trading in the securities of the SHANTHALA to curb the practice for dealing in the securities while having Unpublished Price Sensitive Information (UPSI) by the Insiders of the Company.

The Code, inter alia, prohibits dealing in securities by insiders while in possession of unpublished price sensitive information. The said Code has been amended, from time to time, to give effect to the various notifications/circulars of Securities and Exchange Board of India (SEBI) with respect to the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Your Company has also formulated and adopted the Policy and Procedures for inquiry in case of leak or suspected

leak of Unpublished Price Sensitive Information [Under Regulation 9A (5) of Securities and Exchange Board of India (Prevention of Insider Trading) Regulations, 2015].

15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is enclosed as Annexure III and forms an integral part of this report.

Further, as per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016, none of the employees of the Company are in receipt of remuneration exceeding 1,02,00,000/- per annum, if employed for whole of the year or 8,50,000/- per month if employed for part of the year.

16. ANNUAL RETURN:

Pursuant to Notification dated 28 th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28 th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company at: https://shanthalafmcg.com .

17. DETAILS OF SUBSIDIARY/ HOLDING/ JOINT VENTURES/ ASSOCIATE COMPANIES:

The Company does not have any Holding company, Joint venture or Associate Company.

Subsidiary company:

The company has a wholly owned subsidiary company and holds 100% of the Equity Share Capital of that Company viz., in M/s. STPL Commtrade Private Limited (WOS) with effect from August 30, 2024.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. Pursuant to the provisions of section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys subsidiaries in Form No. AOC-1 is appended as Annexure - IV to this Report. The statement also provides the details of performance and financial position of subsidiary.

18. STATUTORY AUDITORS AND AUDITORS REPORT:

At the Annual General Meeting held on 18 th July, 2023, the Company has appointed M/s. Kale Malde & Co. Chartered Accountants, bearing ICAI Registration Number: 154422W, as the Statutory Auditors of the Company for a period of five

years from the conclusion of 9 th AGM till the conclusion of the 14 th AGM.

Auditors Report as issued by M/s. Kale Malde & Co.., Chartered Accountants, Auditors of the Company is selfexplanatory and need not call for any explanation by your Board.

19. SECRETARIAL AUDIT:

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, made there under, mandate the company to have Company Secretary in practice for furnishing secretarial audit report, accordingly, M/s Deep Shukla & Associates have been appointed as Secretarial Auditors of the Company. The Board of Directors of your SHANTHALA had already appointed M/s. Deep Shukla & Associates, Practicing Company Secretaries, Mumbai, a peer-reviewed firm, to act as the Secretarial Auditor. The Secretarial Audit Report for the financial year ended 31 st March 2025, as required under Section 204 of the Act.

The Secretarial Auditors Report is enclosed as Annexure V to the Boards report, which forms part of this Integrated Annual Report.

20. INTERNAL AUDIT & CONTROLS:

The Company has in place adequate internal financial controls with reference to the financial statement. During the year, such controls were tested and no reportable material weakness in the design or operation was noticed. The Audit Committee of the Board periodically reviews the internal control systems with the management and Statutory Auditors.

The Board of Directors of your SHANTHALA has appointed, M/s. Kalpesh Khatri & Associates, Chartered Accountants (Firm Regn No: 0139570W) as the companys internal auditor for period of 2 financial years commencing from the F.Y 2024-25 to financial year ending 2025-26.

21. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided stock options to any employee.

22. VIGIL MECHANISM:

In pursuant to the provisions of sections 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://shanthalafmcg.com . The employees of the Company are made aware of the said policy at the time of joining the Company.

23. RISK MANAGEMENT POLICY:

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Company does not fall under the ambit of the top 1000 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

24. CORPORATE GOVERNANCE REPORT:

Your Company is committed to achieving and adhering to the highest standards of Corporate Governance. However, the provisions of Corporate Governance are not applicable to the Company pursuant to Regulation read with Regulation 15(2)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

However, your Company undertakes that when the above said provision is applicable to the Company the same will be duly complied with in the period of 6 months.

25. DEPOSITS:

The Company has neither accepted nor renewed any fixed deposits during the year under review under Section 76 of the Companies Act, 2013. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2025.

26. LOANS & GUARANTEES:

During the year under review, the Company has not provided any loan, guarantee, security or made any investment covered under the provisions of Section 186 of the Companies Act, 2013, to any person or other body corporate.

27. RELATED PARTY TRANSACTIONS:

Related party transactions, if any, that were entered into during the period ended March 31, 2025, were on an arms length basis and were in the ordinary course of business, details of which are provided in the notes to Accounts of the Company. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Further all the necessary details of transaction entered with the related parties pursuant to provisions of Section 188(1) of the Companies Act, 2013 are attached herewith in Form AOC-2 for your kind perusal and information. (Annexure: VI).

28. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy:

The use of energy is being optimized through improved operational methods. Continuous efforts are being made to optimize and conserve energy by improvement in production process. Even though its operations are not energy intensive, significant measures are taken to reduce energy consumption by using energy- efficient equipment. The Company regularly reviews power consumption patterns in its all locations and implements requisite improvements/changes in the process in order to optimize energy/ power consumption and thereby achieve cost savings.

Steps taken for utilizing alternate sources of energy;

The Company has not made any investment for utilizing alternate source of energy;

Capital investment on energy conservation equipment;

The Company has taken adequate measures to conserve energy by way of optimizing usage of power.

(b) Absorption of Technology:

The efforts made towards technology absorption:

In this era of competition, in order to maintain and increase the number of clients and customers, we need to provide the best quality services to our clients and customers at a minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services.

The Company has not imported any technology during the year under review;

The Company has not expended any expenditure towards Research and Development during the year under review.

(c) Foreign Exchange Earnings and Outgo:

During the year under review, there was no earning or outgoing in foreign exchange

29. CORPORATE SOCIAL RESPONSIBILITY: 33. SECRETARIAL STANDARDS:

The Company is committed to discharging its social responsibility as a good corporate citizen. As per the Financial Statements for the period under review, the provisions of Section 135 of Companies Act, 2013 are not applicable to the Company for the F.Y. 2024-25. Consequently, the Company is not required to formulate the Corporate Social Responsibility (CSR) Committee.

30. COST AUDIT / COST RECORDS:

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit and Cost Records are not applicable to our Company.

31. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year ended 31 st March 2025, Company has not received any complaint of harassment.

During the year ended 31 st March, 2025, there were no cases filed /reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the details are mentioned below.

Number of Complaints of Sexual harassment received in the year	NIL
Number of Complaints disposed off during the year	NIL
Number of Cases pending for more than ninety days	NIL
Nature of action taken by employer or District officer	NIL
Number of Cases filed	NIL

32. MATERNITY BENEFIT COMPLIANCE:

During the year under review, the Company has complied with the provisions relating to Maternity Benefits Act, 1961 and relevant rules thereunder. The Company provides maternity leave and benefits to eligible female employees and ensures a safe and inclusive work environment.

There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

35. ACKNOWLEDGEMENT:

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

ON BEHALF OF THE BOARD OF DIRECTORS SHANTHALA FMCG PRODUCTS LIMITED

Sd/-

Ravikant Mhatre

Director

(DIN:06362676)

Sd/-

Shobitha Malya

Director

(DIN:06793259)

Date: 23/08/2025

Registered Address:

7 th Block, Gandhinagar Bye Pass Road, Virajpet, Kodagu - 571218,

Karnataka, India.