Shanti Overseas India Ltd Directors Report

To,

The Members,

Shanti Overseas (India) Limited,

BOARDS REPORT

Your directors are pleased to present the 15th Annual Report on the Business & Operations of Shanti Overseas (India) Limited (the Company) along with the Audited Standalone and Consolidated Financial Statements for the financial year ended on March 31, 2026.

FINANCIAL HIGHLIGHTS

The summarized financial highlights for the year vis-a-vis the previous year are as follows:

(Amount In Lakhs)

Particulars	Stand alone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	432.00	2,265.94	1,392.48	2,384.10
Other income	488.28	125.29	490.73	113.46
Total revenue	920.28	2,391.23	1,883.21	2,497.55
Total expense	1,166.91	2,712.48	2,130.89	2,852.68
Profit before exceptional and extraordinary items and tax	(246.64)	(321.24)	(247.68)	(355.13)
Exceptional items	-	-	-	-
Profit Before Extraordinary Items	(246.64)	(321.24)	(247.68)	(355.13)
Taxes of earlier years	(12.91)	-	(12.91)	-
Tax Expense: Current Tax	-	-	-	-
Deferred tax	(489.03)	(73.58)	(489.03)	(75.88)
Profit/ Loss for the period	(748.58)	(247.66)	(748.58)	(279.25)
Earnings per share (EPS) Basic Restated	(6.74) (6.74)	(2.23) (2.23)	(6.75) (6.75)	(2.51) (2.51)

Note: Previous year figures have been reclassified/regrouped wherever necessary, to correspond with those of the current year.

OPERATIONAL PERFORMANCE

During the financial year under review, the Companys operational and financial performance was impacted by a decline in revenue from operations as compared to the previous financial year. The performance of the Company on a standalone and consolidated basis is summarised below:

Standalone

The revenue from operations of the Company stood at ^432.00 Lakhs during FY 2025-26 as against ^2,265.94 Lakhs during FY 2024-25. The total revenue stood at ^920.28 Lakhs, as compared to ^2,391.23 Lakhs in the previous financial year. The loss for the year stood at ^748.58 Lakhs, as compared to a loss of ^247.66 Lakhs in the previous financial year.

Consolidated

On a consolidated basis, the revenue from operations stood at ^1,392.48 Lakhs during FY 2025-26 as against ^2,384.10 Lakhs during FY 2024-25. The total revenue stood at ^1,883.21 Lakhs, as compared to ^2,497.55 Lakhs in the previous financial year. The consolidated loss for the year amounted to ^748.58 Lakhs, as compared to a loss of ^279.25 Lakhs in the previous financial year.

CHANGE IN NATURE OF BUSINESS

There is no change in nature of business activities during the period under review.

DIVIDEND

In view of the financial performance and the loss incurred during the year under review, the Board of Directors has decided not to recommend any dividend on the Equity Shares. The decision has been taken with a view to conserve resources and strengthen the financial position of the Company to support its future business operations.

TRANSFER TO RESERVES

In view of the losses incurred during the year, the Board of Directors has decided not to transfer any amount to the General Reserve. Accordingly, no amount has been transferred to the General Reserve during the financial year under review.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

During the financial year, the Company sold the entire equity shareholding held by the Company in Soil Consultech Private Limited, a wholly owned subsidary of the Company in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 resulting in cessation of Soil Consultech as a wholly owned subsidiary of the Company.

As at March 31, 2026, the Company has one Wholly Owned Subsidiary, namely Shaan Agro Oils & Extractions Private Limited. The Company does not have any Associate Company or Joint Venture Company within the meaning of Section 2(6) of the Companies Act, 2013.

The details of the performance and financial position of the Wholly Owned Subsidiary, as required under the applicable provisions of the Companies Act, 2013, are provided in Form AOC-1, which forms part of this Report and is annexed hereto as Annexure - 1.

The Standalone and Consolidated Financial Statements (CFS) of the Company for the year ended March 31, 2026, have been prepared in compliance with Section 129(3) of the Act and include the results of its subsidiary. In accordance with Section 136(1) of the Act, the audited financial statements of the subsidiary are available on the Companys website at www.shantioverseas.com

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance as per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations is included as a part of this Annual Report. The requisite certificate from M/s Mihen Halani & Associates, Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

ANNUAL RETURN

Pursuant to Section 92 (3) and Section 134 (3) (a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return on its website and the same can be accessed through www.shantioverseas.com

SHARE CAPITAL & LISTING OF SHARES

As on March 31, 2026, the Authorised Share Capital of the Company stood at ^12,00,00,000/- (Rupees Twelve Crores only) comprising 1,20,00,000 Equity Shares of ^10/- each, while the Paid-up Equity Share Capital stood at ^11,10,60,000/- (Rupees Eleven Crores Ten Lakhs Sixty Thousand only) comprising 1,11,06,000 Equity Shares of ^10/- each.

There was no change in the authorised or paid-up Equity Share Capital of the Company during the financial year under review.

During the year under review, the Company has not issued and allotted Equity Shares.

i. Issue of share warrant with differential Rights

The company has not issued any equity shares with differential right as to dividend, voting or otherwise during the Financial Year.

ii. Issue of Sweat Equity shares

The company has not issued any sweat equity shares to employees of the Company under any scheme during the Financial Year.

iii. Employee Stock Option

The company has not issued any shares under the Stock option Scheme to employees of the company during the Financial Year.

iv. Bonus / Right issue / preferential issue of shares

The company has not issued any bonus / right shares or preferential issue during the Financial Year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors and Key Managerial Personnel of the Company as on March 31, 2026 are below:

Mr. Manish Harishankar Dubey :	Chairman & Managing Director
Mr. Ashish Kumar Naik :	Non-Executive Director
Mrs. Shribala Mandhanya :	Non-Executive - Independent Director
Mrs. Devyani Chhajed :	Non-Executive - Independent Director
Mr. Digvijay D Singh :	Non-Executive - Independent Director
Mrs. Tejal Dinkar Vaze	Non-Executive - Independent Director
Mr. Sumit Suresh Bhinge :	Chief Financial Officer
Ms. Jankhana Vasanjigala :	Company Secretary

A. Change of directors and KMP during the Financial Year

During the Financial Year 2025-26, following changes took place in the composition of the Board

of Directors and Key Managerial Personnel of the Company. The details of such changes are set out below:

• Mr. Digvijay D. Singh (DIN: 10943075) was appointed as an Additional Director in the capacity of Non-Executive Independent Director of the Company, not liable to retire by rotation, for a term of five years commencing from May 07, 2025 and ending on May 06, 2030. His appointment was subsequently approved by the Members by passing the requisite resolution through Postal Ballot on June 14, 2025.

• Mr. Ashish Kumar Naik (DIN: 10955244) was appointed as an Additional Director in the capacity of Non-Executive Non-Independent Director of the Company, liable to retire by rotation, for a term of five years commencing from May 07, 2025 and ending on May 06, 2030. His appointment was subsequently approved by the Members by passing the requisite resolution through Postal Ballot on June 14, 2025.

• Mr. Manish Harishankar Dubey (DIN: 09582612) was appointed as Managing Director of the Company for a period of five years, commencing from March 17, 2025 and ending on March 16, 2030, by passing the requisite resolution by members through Postal Ballot on June 14, 2025.

• Mrs. Tejal Dinkar Vaze (DIN: 10957212) was appointed as Non-Executive Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years commencing from March 17, 2025 and ending on March 16, 2030, by the Members by passing the requisite resolution through Postal Ballot on June 14, 2025.

• Ms. Ramita Otwani, ceased to be a Company Secretary and Compliance Officer with effect from April 29, 2025.

• Ms. Jankhana Visanji Gala was appointed as the Company Secretary and Compliance Officer of the Company with effect from December 11, 2025.

• Mr. Pankaj Agarwal, ceased to be Chief Financial Officer of the Company, with effect from February 09, 2026.

• Mr. Sumit Suresh Bhinge was appointed as the Chief Financial Officer of the Company with effect from February 13, 2026.

B. Director liable to Retire by Rotation:

Mr. Ashish Kumar Naik (DIN: 10955244) Non-Executive Non-Independent Director of the Company, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors), Rules 2014 and the Articles of Association of the Company and being eligible, has offered himself for re-appointment as the Director.

Further, none of the Directors are disqualified for being appointed as the Director of the Company in terms of section 164 of the Companies Act, 2013.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at least four times a year at quarterly intervals and more frequently if deemed necessary, to transact its business. During the Financial Year, the Board has met Eleven (11) times. The details of the meetings held and the attendance of the Directors are mentioned in the Corporate Governance Report which forms part of this annual report.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the rules made there under. They have also confirmed that they meet the requirements of Independence as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

FORMAL ANNUAL EVALUATION PROCESS BY BOARD

Pursuant to the provisions of the Companies Act, 2013 and rules made there under, the Board has carried the evaluation of its own performance, performance of individual Directors, Board Committees including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its Committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The directors expressed their satisfaction with the evaluation process and outcome. The performance of all the Non-Independent Directors (including the Chairman) was also evaluated by the Independent Directors at the separate meeting of Independent Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief, the Board of Directors hereby submits that:

i. In the preparation of the annual accounts for the financial year ended on March 31, 2026, the applicable Accounting Standards have been followed and there is no material departure from the same;

ii. The Directors 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 Loss incurred for the year ended on March 31, 2026.

iii. The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts ongoing concern basis;

v. The Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively;

vi. 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.

AUDITORS

1. Statutory Auditor

M/s. SPARK & Associates, Chartered Accountants LLP, (FRN: 005313C / C400311) were appointed as Statutory Auditors of the Company in the Annual General Meeting held on September 30, 2024. During the year under review, a casual vacancy occurred in the office of Statutory Auditor of the Company due to the resignation said auditor. Pursuant to the provisions of Section 139(8) of the Companies Act, 2013, and based on the recommendation of the Audit Committee, the Board of

Directors appointed M/s. B.L. Dasharda & Associates, Chartered Accountants (FRN: 112615W), to fill the casual vacancy caused by the resignation of M/s. SPARK & Associates, Chartered Accountants LLP. The said appointment was subsequently approved by the Members of the Company at the 14th Annual General Meeting held on December 30, 2025.

Further, pursuant to the applicable provisions of the Companies Act, 2013, the Members of the Company at the 14th Annual General Meeting held on December 30, 2025, approved the appointment of M/s. B.L. Dasharda & Associates, Chartered Accountants (FRN: 112615W), as the Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 14th Annual General Meeting until the conclusion of the 19th Annual General Meeting.

The Company has received the necessary consent and eligibility certificate from M/s. B.L. Dasharda & Associates, Chartered Accountants, confirming that their appointment is in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The Notes to the Financial Statements referred to in the Independent Auditors Report are self- explanatory and, therefore, do not call for any further comments or explanations. The Independent Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer requiring further explanation or comment by the Board.

2. Internal Auditor

M/s. D R N & Associates performed the duty of the Internal Auditors of the Company for the Financial Years 2025-26. The Internal Auditors report to the Audit Committee and present their report on quarterly basis. The Audit Committee reviews the report presented by the Internal Auditors and takes necessary actions to close the gaps identified in a timely manner.

3. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, M/s. Archna Maheshwari & Co., Practicing Company Secretaries (CP No. 12034), was appointed as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from April 01, 2025 and ending on March 31, 2030.

The Company has received the necessary consent and eligibility confirmation from M/s. Archna Maheshwari & Co. confirming their eligibility for appointment as Secretarial Auditor of the Company and compliance with the applicable requirements. The remuneration payable to the Secretarial Auditor shall be as determined by the Board of Directors in consultation with the Audit Committee and the Secretarial Auditor, together with applicable taxes and reimbursement of reasonable out- of-pocket expenses. The Secretarial Audit Report in form MR-3 for the financial year ended March 31, 2026, as issued by M/s. Archna Maheshwari & Co., is annexed to this Report and forms an integral part thereof as "ANNEXURE 2". The qualifications provided in the report are self-explanatory and along with explanation of Board are as follows.

Comments in Secretarial Audit Report	Directors Comment
The website of the Company is not updated with the information/documents required to be disclosed thereon under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable	With respect to maintenance of website, there have been continuous technical issues from the website vendor. The management of the company shall take all necessary steps and actions to do proper and timely compliance. It assures to do timely compliance in future under various applicable acts and regulations.
During the financial year 2025-26, Mrs. Ramita Otwani has resigned from the post of Company Secretary w.e.f. 29.04.2025. The Company subsequently appointed Ms. Jankhana Visanji Gala (ACS No. :70675) to fill the said casual vacancy w.e.f. 11.12.2025. However, the appointment was made with a delay beyond the prescribed time period specified under Regulation 6 of the SEBI(LODR), Regulations, 2015 and the Company has paid the fine of R. 64,000/- (inclusive of GST) levied by the Stock Exchange.	The Company was searching for the suitable candidate and could not be able to appoint Company Secretary within the requisite time limit as mentioned in the Regulation. The company has appointed Company Secretary on December 11, 2025. Further, the Company has paid fine levied by the stock exchange for delayed compliance.

POLICIES OF THE COMPANY

The Company has formulated and adopted various policies, as required under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which govern its business operations. These include, inter alia, the Policy on Related Party Transactions, Nomination and Remuneration Policy, Vigil Mechanism/Whistle Blower Policy, Risk Management Policy, Corporate Social Responsibility (CSR) Policy and other policies as applicable. The detailed policies are available on the website of the Company at www.shantioverseas.com

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans granted, guarantees given, investments made and securities provided, as covered under the provisions of Section 186 of the Companies Act, 2013, along with the applicable particulars thereof, are disclosed in the Notes to the Financial Statements, forming part of this Annual Report.

ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014, the Company has adopted Whistle Blower Policy/Vigil Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct. It also provides for adequate safeguards against victimization of directors /employees who avail of the Mechanism.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions which were entered during the financial year were in the ordinary course of business and on an arms length basis. There were no materially significant related party transactions entered by the Company with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interests of the Company, accordingly no details are required to be provided in Form AOC-2 as prescribed under Section 134(3) (h) of the Act

and Rule 8(2) of the Companies (Accounts) Rules, 2014. A statement of all related party transactions is presented before the Audit Committee on quarterly basis, specifying the nature and value of transactions.

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulation 2015, the Board has approved a Policy on Related Party Transactions which is also available on Companys website at www.shantioverseas.com

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust Internal Financial Control framework which is according to Section 134(5)(e) of the Companies Act, 2013. The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such IFCs with reference to the Financial Statements are adequate. The Company has implemented robust processes to ensure that all IFCs are effectively working.

MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

Pursuant to the provisions of Section 134(3)(l) of the Companies Act, 2013, the Board of Directors confirms that there have been no material changes or commitments affecting the financial position of the Company between the end of the financial year under review and the date of this Report, except as disclosed herein.

Subsequent to the close of the financial year, pursuant to the provisions of Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company undertook the process for reclassification of certain persons forming part of the Promoter & Promoter Group from the "Promoter & Promoter Group" category to the "Public" category.

The Company received the requisite No Objection Certificate ("NOC") from the National Stock Exchange of India Limited ("NSE") in respect of the proposed reclassification, subject to compliance with the applicable provisions of the SEBI Listing Regulations and other applicable requirements.

The proposal for reclassification was subsequently placed before the Members of the Company and was approved by the Members at the Extra-Ordinary General Meeting held on October 18, 2025, by way of an Ordinary Resolution. The proceedings of the said Extra-Ordinary General Meeting were duly intimated to the Stock Exchange in accordance with the applicable provisions of the SEBI Listing Regulations.

Thereafter, the Company completed the requisite regulatory and statutory formalities in connection with the aforesaid reclassification and made the necessary disclosures to the Stock Exchange(s).

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there was no requirement to transfer any amount to the Investor Education and Protection Fund (IEPF).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The operations of your Company are not energy intensive and hence, disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable. However, the Company is taking all possible measures to conserve energy. Several environment friendly measures are adopted by the Company. The Company continued to give major emphasis for conservation of Energy. The Companys operations do not require significant import of technology.

Foreign exchange earnings & outgo

Particulars	2025-26 (Amount in INR Lakhs)	2024-25 (Amount in INR Lakhs)
Foreign exchange earnings in terms of actual inflows	-	-
Foreign exchange outgo in terms of actual outflows	-	-

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has a well-defined process to ensure the risks are identified and mitigation steps are put in place. The Companys Risk Management process focuses on ensuring that these risks are identified on a timely basis and reasonably addressed. Major risks are identified by the businesses and functions and these are systematically addressed through mitigating actions on a continuing basis. The Company is not statutorily required to form risk management committee. However, the Audit Committee of the Company evaluates the risk management system regularly.

DEPOSITS

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits during the financial year.

PARTICULARS OF EMPLOYEES

During the year under review, none of the employees is drawing remuneration which is in excess of the limit as prescribed under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosures pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the names and other particulars of top ten employees in terms of Remuneration drawn by them and Disclosure Pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in ANNEXURE-3.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report providing Companys Current working and future outlooks forms an integral part of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy on Prevention of Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013. A Committee has been duly constituted to address and resolve complaints related to sexual harassment at the workplace.

The Company has zero tolerance towards sexual harassment at the workplace and accordingly has adopted a policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Details with respect to number of complaints received pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as follows

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Provisions regarding section 135 of the Companies Act, 2013 is not applicable to the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the Financial Year ended March 31, 2026, the Company received a notice bearing reference no. NSE/LIST/C/2025/1244 dated November 20, 2025, from the National Stock Exchange of India Limited ("NSE") in relation to non-compliance with Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pertaining to the non-appointment of a Whole-time Company Secretary.

The aforesaid matter was placed before the Board of Directors at its meeting held on December 6, 2025. The Board took note of the said non-compliance and the fine levied by NSE amounting to ^64,000 plus applicable GST of ^11,520, aggregating to ^75,520. The Board stated that the delay in appointment was unintentional and had occurred due to the non-availability of a suitable and qualified candidate despite continuous efforts made by the Company. The Company has duly paid the fine levied by NSE and has strengthened its internal compliance monitoring mechanism to ensure timely compliance with applicable regulatory requirements.

The aforesaid non-compliance and the fine levied by NSE are procedural in nature and, based on the information available with the Company, do not have any material adverse impact on the going concern status or the operations of the Company in future.

Except as stated above, there were no significant or material orders passed by any Regulator, Court or Tribunal during the Financial Year ended March 31, 2026, which could have a material impact on the going concern status of the Company or its operations in future.

OTHER DISCLOSURES

The information with respect to Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility are disclosed in the Corporate Governance Report forming part of the Annual Report.

The Company has followed the applicable secretarial standards i.e. SS-1 and SS-2 relating to meetings of the Board of Directors and General Meetings respectively.

• Provisions of section 148 of the Companies Act, 2013 requiring Cost Audit is not applicable to the company during the Year.

• There were no applications made or pending proceedings against your Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

• The provisions relating to the Maternity Benefit Act, 1961 is not applicable.

• There was no one-time settlement done during the year, hence disclosure of details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable.

ACKNOWLEDGEMENT

Your directors take this opportunity to place on record their gratitude to the Central and State Governments, Bankers, Investors and other Stakeholders for their continuous support, co-operation and their valuable guidance to the Company and for their trust reposed in the Companys management. The Directors also commend the continuing commitment and dedication of the employees at all levels, and the Directors look forward to their continued support in future.

	FOR AND ON BEHALF OF THE BOARD
	SHANTI OVERSEAS (INDIA) LIMITED
	Sd/-
	MANISH HARISHANKAR DUBEY
	CHAIRMAN
Place: Mumbai	DIN: 09582612
Date: September 01, 2026