The Company was originally formed as a partnership firm under the Indian Partnership Act, 1932, under the name and style of M/s. Shanti Gold. Subsequently, the partnership firm was converted into a public limited company under the provisions of the Companies Act, 1956, with the name Shanti Gold International Limited pursuant to certificate of incorporation dated November 01, 2013, issued by Central Registration Centre, Registrar of Companies.
On August 01, 2025, the Company successfully completed the Initial Public Offering (IPO) process and the equity shares of the Company were listed on the National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE).
The financial performance of the Company for the financial year ended March 31, 2026 along with previous financial year is summarized below:
| Particulars | Year ended March 31, 2026 | Year ended March 31, 2025 |
| Revenue from Operations | 20,187.09 | 11,064.07 |
| Other Incomes | 97.88 | 60.60 |
| Total Income | 20,284.97 | 11,124.67 |
| Total Expenses | 18,441.22 | 10,413.74 |
| Profit before exceptional items and tax | 1,843.75 | 710.93 |
| Total Tax Expense | 442.21 | 169.89 |
| Profit after tax | 1,401.54 | 541.05 |
The revenue from operations of the Company is ? 20,187.09 million during the current FY 2025-26 as against ? 11,064.07 million in FY 2024-25, reflecting an 82.46% increase. The profit after tax (PAT) for FY 2025-26 attributable to shareholders was ? 1,401.54 million as against ? 541.05 million in FY 2024-25.
The Earning per share stood at ? 21.22 (Basic) and ? 21.22 (Diluted) in FY 2025-26 as compared to ? 10.02 (Basic) and ? 10.02 (Diluted) in FY 2024-25.
The Financial Statements for the financial year ended March 31, 2026 have been prepared in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (IND AS) specified under Section 133 of the Companies Act, 2013 (the Act) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. During the year, the Company voluntarily changed its accounting policy for inventory valuation from the First-In-First-Out (FIFO) method to the Weighted Average Cost (WAC) method, upon recommendation of the Audit Committee, in accordance with Ind AS 8, applied retrospectively with effect from April 01, 2024.
| Key Ratios | Year ended March 31, 2026 | Year ended March 31, 2025 |
| Net Profit Margin | 6.94% | 4.89% |
| Operating Profit Margin | 10.04% | 8.16% |
| Debt to Equity Ratio | 0.36 (in times) | 1.77 (in times) |
| Interest Coverage Ratio | 11.06 (in times) | 4.70 (in times) |
| Current Ratio | 3.31 (in times) | 1.44 (in times) |
| Debtor Turnover (Days) | 49 (in days) | 43 (in days) |
| Inventory Turnover (Days) | 49 (in days) | 46 (in days) |
| Return on Net worth | 38.08% | 48.85% |
During the year under review, no amount was transferred to any reserves.
The Company has not declared any dividend in the preceding financial years. Accordingly, during the year under review, there was no unpaid or unclaimed dividend required to be transferred to the Unpaid Dividend Account, and no amount was due for transfer to the Investor Education and Protection Fund under Section 125 of the Act.
With the intention of ploughing back the profits of the Company, the Board does not recommend any dividend for the current year.
There was no revision of the financial statements for the year under review.
The Board of Directors of Shanti Gold International Limited (the Company), at its meeting held on May 11, 2026, upon recommendation of the Audit Committee, approved a voluntary change in the accounting policy for inventory valuation from the First-In-First-Out (FIFO) method to the Weighted Average Cost (WAC) method.
This change has been undertaken in accordance with Ind AS 8, with a view to ensuring that the financial statements present more reliable and relevant information. The adoption of the WAC method is expected to better reflect the blended cost of inventories, improve cost and revenue matching, and align the Companys practices with prevailing industry norms. The change has been applied retrospectively with effect from April 01, 2024, as mandated under Ind AS 8, and the comparative figures for the financial year 2024-25 have been restated accordingly. This change constitutes a change in accounting policy under Ind AS 8 and does not amount to a revision of financial statements under Section 131 of the Act.
As on March 31, 2026, the Authorised Share Capital of the Company is ? 80,00,00,000 (Rupees Eighty Crores only) consisting of 8,00,00,000 (Eight Crores) Equity Shares of ? 10/- each.
During the year under review, the following changes took place in the issued, subscribed and paid-up Share Capital of the Company:
Increase in issued, subscribed and paid-up Share Capital on account of IPO: During the year, the Company issued and allotted 1,80,96,000 (One Crore Eighty Lakhs Ninety-Six Thousand) shares of ? 10/- each at an issue price of ? 199/- per share, on July 30, 2025, pursuant to the fresh issue under IPO and accordingly, the issued, subscribed and paid-up Share Capital of the Company has increased from ? 54,00,00,000/- (Rupees Fifty-Four Crores only) divided into 5,40,00,000 (Five Crores Forty Lakhs) shares of ? 10/- each to ? 72,09,60,000 (Rupees Seventy-Two Crores Nine Lakhs Sixty Thousand only) divided into 7,20,96,000 (Seven Crores Twenty Lakhs Ninety-Six Thousand) shares of ? 10/- each.
Accordingly, as on March 31, 2026, the issued, subscribed and paid-up Share Capital of the Company is ? 72,09,60,000 (Rupees Seventy-Two Crores Nine Lakhs and Sixty Thousand only) consisting of 7,20,96,000 (Seven Crores Twenty Lakhs and Ninety-Six Thousand) shares of ? 10/- each.
Subsequent to the close of the financial year, the Board of Directors of the Company, at its meeting held on June 30, 2026, approved the offer and issuance of equity shares by way of a Rights Issue for an amount of ? 99,83,46,265/-.
Subsequently, the Board of Directors, in its meeting held on July 31, 2026, approved the Rights Issue of 46,43,471 fully paid-up Equity Shares of face value of ? 10/- each for cash at a price of ? 215 per share (including a premium of ? 205 per equity share), aggregating to ? 99,83,46,265/- on a rights basis to the eligible equity shareholders.
The Rights Issue shares were offered in the ratio of 19 Rights Equity Share for every 295 fully paid-up equity shares held by eligible shareholders as on the record date, i.e., August 06, 2026.
The Rights Issue opened on August 14, 2026, and closed on August 21, 2026. Upon successful completion on August 21, 2026, and allotment of Rights Equity Shares, on August 24, 2026, as on the date of this Report, the post-issue paid-up share capital of the Company stands increased to ? 76,73,94,710 (Rupees Seventy-Six Crores Seventy-Three Lakhs Ninety-Four Thousand and Seven Hundred and Ten only) comprising 7,67,39,471 (Seven Crores Sixty-Seven Lakhs Thirty-Nine Thousand Four Hundred and Seventy-One) Equity Shares of face value of ? 10/- each.
In terms of Regulation 32 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, (hereinafter referred to as Listing Regulations) a Listed Entity is required to report Deviation and Variation with respect to funds raised through Public Issue, Rights Issue or Preferential Issue.
Accordingly, following the Companys IPO and listing of its shares on August 01, 2025, the Company appointed Acuit é Ratings & Research Limited as the Monitoring Agency to monitor the utilisation of IPO proceeds in accordance with the applicable provisions of the Listing Regulations and other relevant regulatory requirements.
The Company confirms that there has been no deviation or variation in the utilisation of the proceeds from the IPO from the objects stated in the Offer Document as on the date of this report. The Monitoring Agency Reports for all applicable quarters have been duly submitted to the stock exchanges, within the prescribed timelines and in compliance with Regulation 32 of the Listing Regulations.
The Company raised aggregate gross proceeds of ? 360.11 Crore through its IPO. The status of utilisation of proceeds as at March 31, 2026 is as under:
| Head of Expenditure | Amount Proposed ( \u20b9 Crore) | Amount Utilised ( \u20b9 Crore) | Amount Unutilised ( \u20b9 Crore) |
| Funding of capital expenditure requirements towards setting up of the Proposed Jaipur Facility | 46.30 | 2.13 | 44.17 |
| Funding working capital requirements of our Company | 200.00 | 200.00 | Nil |
| Repayment and/or pre payment, in full or part, of certain borrowings availed by our Company | 17.00 | 17.00 | Nil |
| General corporate purposes | 46.01 | 46.00 | 0.01 |
| Issue Related Expenses | 50.80 | 49.73 | 1.07 |
| Total | 360.11 | 314.86 | 45.25 |
The Company is a manufacturer of high-quality 22 Kt CZ (22-karat gold studded with Cubic Zirconia) casting gold jewellery. The operations/ state of the Companys affairs/ nature of business forms part of the Management Discussion and Analysis Report forming part of the Annual Report.
During the year under review, there was no change in the nature of business of the Company.
1. The Company commenced the commercial production at its new manufacturing facility situated at Ground to 3rd Floor, Plot No. 1, Compartment No. 5, Marol Co-operative Industrial Estate, Vasanji Road, Andheri (East), Mumbai - 400059, with effect from June 08, 2026, which shall increase the annual capacity by 4,000 kg per annum (approx.).
2. Subsequent to the closure of the financial year, the Company undertook fund raising activity by issue of Equity shares by way of Rights Issue resulting in a fund infusion of ?99,83,46,265/- into the Company pursuant to the allotment of 46,43,471 Rights Equity Shares dated August 24, 2026. The proceeds from the Rights Issue shall be primarily utilized towards funding working capital requirements of our Company. The Company has appointed Acuité Ratings & Research Limited as the Monitoring Agency in this regard who shall monitor the utilisation and deviation of proceeds from the Rights Issue.
3. Subsequent to the closure of the financial year, the Company incorporated a wholly owned subsidiary at Dubai, United Arab Emirates, viz. Shanti Gold Jewellery Trading L.L.C. S.O.C., on May 13, 2026, to support the Companys international business.
Except for the above, there were no material transactions affecting the financial position of the Company during the period from the end of the financial year and until the date of this report.
The Company received listing and trading approval for its IPO of equity shares from the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE), dated July 31, 2025.
No other significant or material orders were passed by any regulator or court affecting the going concern status of the Company.
Your Company has no Subsidiary, Joint Venture and Associate Companies as on March 31, 2026. Subsequent to the close of the financial year, the Company incorporated a wholly owned subsidiary at Dubai, United Arab Emirates, viz. Shanti Gold Jewellery Trading L.L.C. S.O.C., on May 13, 2026. The said subsidiary will accordingly be consolidated with effect from the financial year 2026-27.
The Company has been rated by CARE Ratings Limited (CARE) vide its letter dated January 22, 2026 for its Bank Facilities as follows:
| Facilities | Amount ( \u20b9 crore) | Rating | Rating Action |
| Long Term Bank Facilities | 2.53 | CARE A+; Stable | Assigned |
| Long Term / Short Term Bank Facilities | 221.00 | CARE A+; Stable / CARE A2+ | Assigned |
The disclosures relating to the aforementioned credit ratings were made to the Stock Exchanges and the same is available on the website of the Company at www.shantigold.in
The Report on Corporate Governance, pursuant to the provisions of Regulation 34 read with Part C of Schedule V of Listing Regulations on the operations of the Company, as required under the Listing Regulations forms an integral part of this Annual Report.
The Report on Management Discussion and Analysis, pursuant to the provisions of Regulation 34 read with Part B of Schedule V of Listing Regulations on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Annual Report.
The Listing Regulations stipulate that the top 1000 listed companies by market capitalization must include a Business Responsibility & Sustainability Report (BRSR) in their Annual Report. This requirement aims to enhance transparency and accountability regarding the environmental, social and governance (ESG) practices of these companies. However, the Company is not ranked among the top 1000 listed entities for the FY 2025-26. Consequently, the company is not required to include the BRSR in the Annual Report for this period.
As on March 31, 2026, the Company has 6 (Six) Directors with an optimum combination of Executive and Non-Executive Directors including 2 (Two) Independent Women Directors. The Board comprises of 4 (Four) Non-Executive Directors, out of which 3 (Three) are Independent Directors. During the year under review, the Board met 15 (Fifteen) times, the details of which are mentioned in the Corporate Governance Report which forms an integral part of this Report.
During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.
During the year under review, there were no new appointments to the Board of Directors or Key Managerial Personnel. However, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:
Re-appointment of Managing Director and Whole-Time Director:
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on March 19, 2026, approved the re-appointment of Mr. Pankajkumar Jagawat (DIN: 01843846) as Managing Director for a further period of 5 years with effect from September 01, 2026 to August 31, 2031. The Board also approved the re-appointment of Mr. Manojkumar Jain (DIN: 01817027) as Whole-Time Director for a further period of 5 (five) years with effect from September 01, 2026 to August 31, 2031 along with an increase in remuneration payable to both Directors, effective February 01, 2026. The aforesaid re-appointments and the revisions in remuneration were subsequently approved by the shareholders through a Postal Ballot on April 25, 2026.
Accordingly, the composition of the Board of Directors and Key Managerial Personnel of the Company as on March 31, 2026 is mentioned as under:
| Sr. No. | Name | Designation |
| 1. | Mr. Pankajkumar Jagawat | Chairman & Managing Director |
| 2. | Mr. Manojkumar Jain | Whole time Director |
| 3. | Mr. Shashank Jagawat | Non-Executive Director |
| 4. | Mrs. Purvi Shah | Non-Executive Independent Woman Director |
| 5. | Mrs. Bhavika Ghuntla | Non-Executive Independent Director |
| 6. | Mr. Yash Mahansaria | Non-Executive Independent Director |
| 7. | Ms. Vrushti Shah | Company Secretary & Compliance Officer |
| 8. | Mr. Shriram Iyengar | Chief Financial Officer |
In accordance with the provisions of Section 152 of the Act read with the Articles of Association of the Company, Mr. Shashank Jagawat, Director (DIN: 01824609), shall be liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Nomination and Remuneration Committee and the Board has recommended his re-appointment.
Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standards-II on General Meetings necessary details of Directors appointed on the Board of the Company are provided as an Annexure-II to the notice of the AGM.
None of the Directors of the Company have drawn any remuneration/commission from the Companys Holding Company/ Subsidiary Companies.
Based on the declarations and confirmations received from the Directors, none of the Directors of the Company are disqualified from being appointed/ continuing as Directors of the Company.
A certificate of non-disqualification of directors obtained from M/s. MNB & Co. LLP, Practising Company Secretaries is provided as Annexure II to the Report on Corporate Governance.
The Company has received the necessary declarations from each of the Independent Director under Section 149(7) of the Act, that he/she meets the criteria of independence laid down in Section 149(6) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Director during the year. The Company has also received from them declaration of compliance of Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the Indian Institute of Corporate Affairs at Manesar, for inclusion of name in the data bank of Independent Directors.
The Company has conducted Familiarisation Programmes for the Independent Directors of the Company covering the matters specified in Regulation 25(7) of the Listing Regulations. The details of the training and familiarisation programme are provided in the Corporate Governance Report and is also available website of the Company at: https://shantigold.in
Pursuant to the provisions of the Act and as per the Listing Regulations, the Board of Directors carried out annual performance evaluation of its own performance, the directors individually as well as the working of its Committees.
The performance of the Board as a whole and of its Committees was evaluated by the Board through structured questionnaire which covered various aspects such as the composition and quality, meetings and procedures, contribution to Board processes, effectiveness of the functions allocated, relationship with management, professional development, adequacy, appropriateness and timeliness of information etc.
Taking into consideration the responses received from the Individual Directors to the questionnaire, performance of the Board and its Committees was evaluated. The Directors expressed their satisfaction with the evaluation process.
In the opinion of the Board, the Independent Directors of the Company possess relevant expertise and experience (including proficiency).
In terms of requirements of Schedule IV of the Act, I (One) meeting of the Independent Directors was held without the presence of the Chairman, the Managing Director or other Non-Independent Director(s) or any other Management Personnel on Thursday, March 19, 2026.
The Independent Directors reviewed the performance of Non-Independent Directors, Committees of the Board and the Board as a whole along with the performance of the Chairman of the Company and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.
No Independent Director was appointed during the year under review. In respect of the Independent Directors continuing on the Board, and with regard to their integrity, expertise and experience (including the proficiency), the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that each Independent Director is a person of integrity and possesses relevant expertise and experience and his/her continued association as Director will be of immense benefit and in the best interest of the Company.
Regarding proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the institute, as notified under sub-section (1) of section 150 of the Act, the Board of Directors have taken on record the information submitted by Independent Director that he/she has complied with the applicable laws.
During the year, 15 (fifteen) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report, forming an integral part of this Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.
The Company has constituted various Board level committees in accordance with the requirements of the Act and the Listing Regulations. The Board has the following committees as under:
? Audit Committee
? Nomination and Remuneration Committee
? Corporate Social Responsibility Committee
? Stakeholders Relationship Committee
? Risk Management Committee
Details of the above Committees alongwith composition and meetings held during the year under review are provided in the Corporate Governance Report forming part of this Report.
Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and in accordance with Regulation 22 of the Listing Regulations, the Company had adopted Vigil Mechanism/Whistle Blower Policy for Directors, Employees and other Stakeholders of the Company to report concerns about unethical behaviour. The policy provides a mechanism, which ensures adequate safeguards to Employees, Directors and other stakeholders from any victimisation on raising concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, and so on. The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.
The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee and the Company has not received any complaints during the financial year 2025-26.
In compliance with the requirements of Act and Rules made thereunder, the Company has framed a Nomination and Remuneration Policy for its Directors, Key Managerial Personnel, Functional Heads and other employees of the Company.
Salient Features of the Nomination & Remuneration Policy
In accordance with Section 135 of the Act, as amended read with the Notification issued by the Ministry of Corporate Affairs and the rules made thereunder, the Company has formulated a Corporate Social Responsibility Policy, a brief outline of which, along with the required disclosures, is given in Annexure - A to this Report.
The Company has prepared a Risk Management policy to identify and evaluate the internal and external risks and opportunities in particular financial, operational, sectoral, sustainability, information and cyber security risks. Risk Management Policy enables the Company to proactively manage uncertainties and changes in the internal and external environment to limit negative impacts and capitalize on opportunities.
All the aforementioned Policies are posted on the Companys website and may be accessed at https://shantigold.in/policies-and-codes/
The Company has adopted a Dividend Distribution policy in terms of Regulation 43A of SEBI Listing Regulations which is available on the Companys website can be accessed at https://shantigold.in/policies-and-codes/
The Company remains committed to its CSR initiatives and has been carrying out CSR activities in terms of Section 135 read with Schedule VII of the Act and the Companies (CSR Policy) Rules, 2014.
The Company has in place a Corporate Social Responsibility policy as per the Act and the same is available on the website of the Company at https://shantigold.in/policies-and-codes/
The annual report on the Corporate Social Responsibility Activities is set out in Annexure - A to this Report.
Disclosures pertaining to remuneration and other details of directors and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to the Report as Annexure - B to this Report.
Further, for the details of employee remuneration as required under provisions of Section 197 of the Act read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the members may write to the Company Secretary in this regard at cs@shantigold.in.
Pursuant to Section 186 of the Act and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.
All contracts or arrangements or transactions entered by the Company with the Related Parties during the financial year were in compliance with the applicable provisions of the Act. All such contracts or arrangements, were entered into in the ordinary course of business and at arms length basis and approved by the Audit Committee.
Further, there were no material contracts or arrangements or transactions entered by the Company with the Related Parties during the financial year. Therefore, the Form AOC-2 is not applicable to the Company.
Risk management is an integral part of the business practice of the Company. The Company has a Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The Company is well aware of risks inherent to the gold jewellery manufacturing and trading sector, including commodity price risk, working capital risk, and concentration risk, and has put in place mechanisms to mitigate these through timely action. The risk assessment and mitigation procedures are periodically updated to the Board through the Risk Management Committee.
To ensure protection of shareholder value through the establishment of an integrated Risk Management Framework for identifying, assessing, mitigating, monitoring, evaluating and reporting of all risks and to continually strive towards strengthening the Risk Management System through continuous learning and improvement, the company, in accordance with the provisions of the Act and Listing Regulations has:
? Formulated a risk management policy which is available on the website of the company at www.shantigold.in.
? Constituted a Risk Management Committee, the details of which are provided in the Corporate Governance Report forming part of this Report.
In the opinion of the Board, there are no elements of risk identified which, in its assessment, may threaten the existence of the Company.
Internal Financial Controls are an integral part of the risk management process which in turn is a part of Corporate Governance addressing financial and financial reporting risks. The Internal Financial Controls have been documented and embedded in the business processes. The Companys approach to Corporate Governance has been detailed in the Corporate Governance Report. The Company has deployed the principles enunciated therein to ensure adequacy of Internal Financial Controls with reference to:
? Effectiveness and efficiency of operations
? Reliability of financial reporting
? Compliance with applicable laws and regulations
? Prevention and detection of frauds
? Safeguarding of assets
The Company has defined policies and standard operating procedures for all key business processes to guide business operations in an ethical and compliant manner. Compliance of these policies is ensured through periodic self-assessment as well as internal and statutory audits. The Company has robust systems which are an integral part of internal control framework. The Company continues to constantly leverage technology in enhancing the internal controls.
The Audit Committee of the Board reviews the internal processes, systems and the internal financial controls and accordingly, the Directors Responsibility Statement contains a confirmation as regards adequacy of the internal financial controls. Assurances on the effectiveness of Internal Financial Controls is obtained through management reviews, self-assessment, continuous monitoring by functional heads as well as testing of the internal financial control systems by the internal auditors during the course of their audits. The Company believes that these systems provide reasonable assurance that the internal financial controls are designed effectively and are operating as intended.
The Statutory Auditors Reports on Internal Financial Controls as required under Clause (i) of sub-section 3 of Section 143 of the Act is annexed with the Independent Auditors Report.
The Company has adequate internal financial control systems in all areas of operation. The Board of Directors have adopted policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and timely preparation of reliable financial information.
The services of internal and external auditors are utilised from time to time, in addition to the in-house expertise and resources. The Company continuously upgrades these systems in line with the best practices in the industry.
M/s. J. Kala & Associates, Chartered Accountants (Membership No.- 173041 and Firm Registration No.: 118769W), were re-appointed as Statutory Auditors of the Company at the Annual General Meeting held on September 27, 2024 for a period of 5 (five) years to hold office till the conclusion of the Annual General Meeting of the Company to be held in the financial year 2029. During the year under review, the Auditors have not reported any instances of fraud under Section 143(12) of the Act.
Auditors Report
The Auditors in their Report have furnished the relevant information as is required from them in accordance with the relevant provisions of the Act and Rules made thereunder. 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 for the financial year 2025-26 does not contain any qualifications, reservations or adverse remarks.
In order to fill the vacancy created due to the resignation of RAAM & Associates LLP, Practising Company Secretaries, as Secretarial Auditors of the Company, upon the recommendation of the Board at their meeting held on July 15, 2025, the Members at their Annual General Meeting held on July 18, 2025, appointed MNB & Co. LLP (FRN: L2020MH009600), a Peer Reviewed firm of Practising Company Secretaries, as the Secretarial Auditors of the Company in compliance with Regulation 24A of the Listing Regulations and Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, to hold office for a term of five consecutive years i.e. from financial year 2025-26 to financial year 2029-30.
The Secretarial Audit Report for the financial year 2025-26 as required under the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not contain qualification, reservation or adverse remarks or disclaimer and is set out in Annexure - C to this Report.
Further, pursuant to Regulation 24A of Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024; the Annual Secretarial Compliance Report of the Company, issued by MNB & Co. LLP, Practising Company Secretaries, was filed with the Stock Exchanges within 60 days of the end of the financial year and is also available on the website of the Company at https://shantigold.in/
Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, M/s. Ankit Mundra & Associates, Chartered Accountants, were appointed as Internal Auditors to undertake internal audit of the Company for the financial year 2025-26.
The Company is not required to maintain cost records under Section 148(1) of the Companies Act, 2013, as gold jewellery manufacturing is not a specified sector under the Companies (Cost Records and Audit) Rules, 2014. Accordingly, the provisions relating to cost audit under Section 148(2) are not applicable to the Company.
The Board of Directors acknowledges the responsibility for ensuring compliances with the provisions of Section 134(3)(c) read with Section 134(5) of the Act in the preparation of the annual accounts for the year ended on March 31, 2026 and to the best of their knowledge and ability, confirm that:
a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed and there are no material departures;
b) appropriate accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
c) proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;
e) internal financial controls laid down by the Directors have been followed by the Company and such internal financial controls are adequate and were operating effectively; and
f) proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems were adequate and operating effectively.
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
Since the Company operates within the manufacturing sector, the importance of energy conservation is particularly pertinent. Manufacturing processes typically require significant energy inputs, making energy conservation efforts crucial for both environmental sustainability and operational efficiency.
(i) The steps taken or impact on conservation of energy
The Company has implemented the following energy conservation measures across its manufacturing facilities and corporate office:
? Replaced all conventional lighting fixtures with energy-efficient LED lights;
? Optimized utilization of manufacturing equipment to reduce idle-time energy consumption;
? Ensured regular maintenance of electrical systems and machinery to maintain optimal energy efficiency;
? Promoted awareness among employees regarding energy-saving practices.
(ii) The steps taken by the Company for utilizing alternate sources of energy
The Company has undertaken energy efficiency initiatives by replacing all conventional lighting fixtures with energy-efficient LED lights across its manufacturing facilities and corporate office.
(iii) The capital investment on energy conservation equipment.
During the year under review, the Company has not made any capital investment on energy conservation equipment.
(i) The efforts made towards technology absorption
The Companys manufacturing operations are based on established in-house casting and jewellery-making processes. During the year under review, the Company continued to upgrade its manufacturing processes and machinery to improve productivity, product finish and yield.
(ii) The benefits derived like product improvement, cost reduction, product development or import substitution
The process and machinery upgradations undertaken during the year contributed to improved productivity, consistency of product quality and better utilisation of gold and other inputs.
(iii) In the case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
(a) The details of technology imported - NIL (b) The year of import - NIL (c) Whether the technology been fully absorbed - NIL (d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof - NIL
(iv) The expenditure incurred on Research and Development
NIL
The Company has entered into foreign exchange transactions during the financial year under scrutiny. The details of which are as under:
| Particulars | ( \u20b9 in million) Year ended March 31, 2026 | Year ended March 31, 2025 |
| Foreign Exchange Earnings: | ||
| Exports at FOB | 829.25 | 397.71 |
| Foreign Exchange Outgo: | ||
| - For purchases & Services at CIF | - | - |
| - For Capital Goods | 4.35 | 2.93 |
| - For Expenses | 0.09 | - |
| - For Preliminary expenses for the incorporation of a wholly-owned subsidiary company in Dubai | 1.38 | - |
During the year under review, the Company took an unsecured loan aggregating to ? 400/- (Rupees Four Hundred only) from Mr. Pankajkumar Jagawat, Managing Director of the Company. This loan was sourced from his own funds. When this loan was taken, Mr. Pankajkumar Jagawat provided a written declaration affirming that the funds were not sourced from funds gathered or collected by borrowing or accepting loans or deposits from external parties. This declaration was duly recorded in the Minutes of the meetings.
Further details of the unsecured loan have been disclosed in the notes to Standalone financial statements.
The Company has not accepted any deposit (under Rule 2(c) of the Companies (Acceptance of Deposits) Rules, 2014 within the meaning of Sections 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or reenactment(s) for the time being in force). Accordingly, there were no deposits outstanding as on March 31, 2026 and the requirement to disclose details of deposits which are not in compliance with Chapter V of the Act is not applicable to the Company.
The Company has complied with all the applicable provisions of Secretarial Standards i.e. SS - 1 Meeting of the Board of Directors, SS - 2 General Meeting issued by the Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Act.
In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, (POSH Act) and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.
The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy is available on the website of the Company for information of all employees at www.shantigold.in . An Internal Complaints Committee has been set up in compliance with the POSH Act.
Details of complaints received during the year under review under POSH Act are as under:
(a) number of complaints of sexual harassment received in the year - Nil (b) number of complaints disposed off during the year; and - Nil (c) number of cases pending for more than ninety days - Nil
Your Company has complied with the provisions of Maternity Benefit Act, 1961.
Your Directors state that:
a) the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.
b) there are no instances of fraud reported by the Auditors during the financial year ended March 31, 2026.
c) the Company has not issued any shares with differential voting rights and hence, no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
d) the Company has not issued any sweat equity shares and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
e) the Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
f) there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.
The Company considers its Human Resources as the key to achieve its objectives and Company takes utmost care to attract and retain quality employees.
The Company considers health, safety and environment as the responsibility of the management. Regular employee training programmes are carried out in the manufacturing facilities on safety, health and environment. The Company also conducts periodic annual health check-ups for all its employees to ensure their well-being and to promote a healthy work environment. In addition, the Company has engaged a factory doctor who provides medical consultation and support to employees and contract workers.
The overall business relations continued to be cordial. Your Directors place on record their appreciation for the continued support and co-operation of all the employees.
Neither any application was made, nor was any proceeding pending under the Insolvency and Bankruptcy Code, 2016 in respect of your Company during or at the end of the financial year 2025-26.
The disclosures on valuation of assets as required under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 are not applicable.
Pursuant to Section 92(3) and Section 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in form MGT-7 as on March 31, 2026 is available on the website of the Company and can be accessed at www.shantigold.in .
Statements in the Annual Report, describing the Companys objectives, projections, estimates and expectations, may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.
The Board wishes to place on record their sincere appreciation for the consistent support which the Company has received from its various stakeholders and its employees.
For and on behalf of the Board of Directors Shanti Gold International Limited
Sd/- Pankajkumar Jagawat Chairman & Managing Director DIN: 01843846
Sd/- Manojkumar Jain Whole Time Director DIN: 01817027
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