Shanti Spintex Ltd Directors Report

To,

The Members, Shanti Spintex Limited

The financial year 2024 25 was marked by strategic progress and focused execution across the Companys key growth pillars. The performance of the Company has been satisfactory, and the Board remains confident about its future prospects. It gives us great pride to present the 15th Annual Report, along with the audited financial statements of the Company for the financial year ended 31st March 2025.

FINANCIAL HIGHLIGHTS:

Below is a concise summary of our financial performance, reflecting our steady growth and operational strength during the year under review:

PARTICULARS	FINANCIAL YEAR ENDED MARCH 31, 2025	FINANCIAL YEAR ENDED MARCH 31, 2024
	( IN LAKHS)	( IN LAKHS)
Revenue from Operations	70994.01	50583.06
Other Income	52.41	125.46
Total Income	71046.43	50708.52
Total Expense	69688.67	48918.79
Profit Before Tax (PBT)	1357.76	1789.74
Less: Tax Expense	337.75	487.99
Profit After Tax (PAT)	1020.01	1301.75
Earnings Per Share (EPS) - Basic & Diluted	6.04	8.71

FINANCIAL SUMMARY:

The financial year 2024 25 marked a period of robust revenue growth for Shanti Spintex Limited, driven by strong market demand, enhanced capacity utilization, and strategic product mix optimization. The Company achieved an impressive 40% increase in revenue from operations, reaching 70,994.01 lakhs compared to 50,583.06 lakhs in the previous year.

This growth reflects the successful execution of strategic initiatives across production efficiency, customer engagement, and market expansion. Total income stood at 71,046.43 lakhs in FY 2024 25, as against 50,708.52 lakhs in FY 2023 24.

While profitability moderated due to input cost escalations and other operational pressures, the Company remained resilient. It reported a Profit Before Tax (PBT) of 1,357.76 lakhs and a Profit After Tax (PAT) of 1,020.01 lakhs for the year.

The Earnings Per Share (EPS) stood at 6.04, reflecting the Companys ongoing commitment to shareholder value creation, even amidst margin pressures.

This financial performance underscores Shanti Spintex Limiteds operational agility and financial discipline, positioning the Company for sustained and profitable growth in the years ahead.

BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

The financial statements of Shanti Spintex Limited have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other relevant provisions of the Act.

DIVIDEND:

Your directors have not recommended any dividend for the financial year ended March 31, 2025, in order to conserve resources for future growth and expansion plans of the Company.

RESERVES AND SURPLUS:

The Reserves and Surplus of the Company stood at 7,987.99 lakhs as on 31st March 2025, as compared to 6,967.98 lakhs as on 31st March 2024, reflecting an increase of 1,020.01 lakhs.

This increase is attributable to the retained earnings from the profit generated during the financial year. The Company continues to adopt a conservative and growth-oriented approach by reinvesting profits to strengthen the balance sheet, enhance liquidity, and fund future expansion.

No amount has been transferred to the General Reserve during the year under review.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year.

PAYMENT OF LISTING FEES:

The Equity Shares of the Company are listed on the BSE SME Platform. The Company has paid the annual listing fees for the financial year 2025 26 to the BSE Limited within the prescribed timeline.

SHARE CAPITAL:

The paid-up equity share capital of the Company as on 31st March 2025 stood at 16,88,80,000.00/- (Rupees Sixteen Crores Eighty-Eight Lacs and Eighty Thousand Only). There were no changes in the capital structure during the year under review.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any public deposits under Section 73 to 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, as on 31st March 2025, there were no outstanding deposits, unpaid or unclaimed deposits, or any default in repayment of deposits or payment of interest thereon.

POLICIES:

The updated policies adopted by the Company as per statutory and governance requirements are uploaded on website of the Company at www.shantispintex.com

SECRETARIAL STANDARDS:

The Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), as prescribed under Section 118(10) of the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year under review, the following changes occurred in the Board of Directors and Key Managerial Personnel of the Company:

Mrs. Urmila B. Agarwal was appointed as a Non-Executive Director of the Company with effect from 03rd January 2025, and her appointment was subsequently regularized by the members at the 15th Annual General Meeting of the Company.

Mr. Bhavik Talati, Non-Executive Director of the Company, resigned from his position with effect from 01st January 2025. The Board places on record its sincere appreciation for the valuable contributions and guidance provided by him during his tenure.

a. Composition of the Board and Key Managerial Personnel:

As on the date of this Report, the composition of the Board and Key Managerial Personnel is as under:

NAME	DESIGNATION
Mr. Bharatbhushan O. Agarwal	Whole-Time Director, CFO and Chairman
Mr. Rikin B. Agarwal	Managing Director
Ms. Kruti Vyas	Independent Director
Mrs. Monika G. Gupta	Independent Director
Mrs. Urmila B. Agarwal	Non-Executive Director
Mrs. Mohini Singhal	Company Secretary & Compliance Officer

b. Declaration by Independent Directors:

All Independent Directors have submitted declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

After the close of the financial year on 31st March 2025 and up to the date of this Report, the following material change has occurred which may have a bearing on the financial position of the Company:

On 09th May 2025, the Company completed the acquisition of Teesta Spintex Private Limited, which has now become a wholly owned subsidiary of Shanti Spintex Limited. This strategic move represents a significant step in forward integration, enabling the Company to consolidate its operations, enhance control and improve overall value chain efficiency.

This acquisition is expected to contribute positively to the Companys operations and financial performance in the upcoming financial years.

Except for the above, there have been no other material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

DETAILS OF THE ASSOCIATES/ JOINT VENTURE / SUBSIDIARIES COMAPANIES:

During the financial year 2024 25, the Company did not have any associate companies, joint ventures, or subsidiaries within the meaning of the Companies Act, 2013.

However, subsequent to the close of the financial year, the Company has acquired Teesta Spintex Private Limited on 09th May 2025, making it a wholly owned subsidiary of Shanti Spintex Limited. Necessary disclosures in this regard have been made under the relevant section of this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013:

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note to the financial statements.

REPORTING OF FRAUD:

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of fraud committed by the Companys officers or employees to the Audit Committee under Section 143(12) of the Act, as required for disclosure in this report.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended 31st March 2025 is available on the Companys website.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Companys operations in future.

BOARD EVALUATION:

As part of its commitment to excellence in corporate governance, Shanti Spintex Limited has implemented a structured and comprehensive evaluation process for the Board of Directors, its

Committees, and individual Directors.

This evaluation is conducted annually to ensure that the Board and its Committees are functioning effectively, efficiently, and in alignment with the Companys strategic objectives and governance best practices.

The evaluation process covers various parameters including the composition of the Board, participation of Directors, decision-making processes, adherence to compliance requirements, and overall contribution toward the growth and sustainability of the Company.

The outcome of the evaluation reflected a high level of satisfaction with the performance of the Board, its committees, and individual Directors.

COMPLIANCE WITH APPLICABLE LAWS:

The Company has complied with all the applicable provisions of the Companies Act, 2013 and the rules made thereunder, as well as the regulations, circulars, and guidelines issued by the Securities and Exchange Board of India (SEBI), including the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

The Board of Directors affirms that Shanti Spintex Limited is committed to maintaining the highest standards of corporate governance and regulatory compliance.

CORPORATE GOVERNANCE:

In compliance with Regulations 17 to 22 and Regulation 34 of the Listing Regulations, a separate report on Corporate Governance, is annexed as "Annexure-A" to this report.

MEETINGS OF THE BOARD

The Board of Directors met 7 (Seven) times during the financial year under review. The details of the Board meetings, including dates and attendance of the Directors, are provided in the Corporate Governance Report, which is annexed as Annexure A and forms an integral part of this Report.

The interval between two consecutive meetings was within the limits prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEETING OF INDEPENDENT DIRECTORS:

In accordance with the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on 25^th March, 2025, without the presence of Non-Independent Directors and members of management. At the said meeting, the Independent Directors:

Reviewed the performance of the Non-Independent Directors and the Board as a whole;

Reviewed the performance of the Chairperson of the Company

The Independent Directors expressed satisfaction with the overall functioning and performance of the Board and its Committees.

BUSINESS RESPONSIBILITY REPORT:

The provisions relating to the submission of a Business Responsibility and Sustainability Report (BRSR) under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, as it is listed on the BSE SME Platform.

Hence, the Company has not prepared or annexed a Business Responsibility Report for the financial year ended 31st March 2025.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the year under review forms an integral part of the Annual Report and is annexed hereto as "Annexure B".

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

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the information relating to conservation of energy, technology absorption, research and development, and foreign exchange earnings and outgo is provided in "Annexure C". to this Directors Report.

SAFETY, HEALTH, AND ENVIRONMENTAL RESPONSIBILITY:

At Shanti Spintex, safety, occupational health, and environmental responsibility are central to our operations. We prioritize zero harm to employees and the community through continuous training and safety initiatives. Our operations comply with environmental regulations and focus on preserving natural resources.

We have obtained all necessary approvals from relevant government authorities, demonstrating our commitment to high safety and environmental standards.

INSURANCE:

All assets of the company including inventories, building, plant and machineries are adequately insured.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Shanti Spintex is dedicated to maintaining a safe and harassment-free workplace. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, we have implemented a policy to prevent and address sexual harassment. This policy covers all employees, including permanent, contractual, temporary, and trainees. This policy is accessible on our website at www.shantispintex.com. No complaints of sexual harassment were received during the Financial Year 2024-25.

NOMINATION AND REMUNERATION POLICY:

In compliance with the provisions of Section 178 of the Act, The Nomination and Remuneration Policy as approved by the Board of Directors has been uploaded on the website of the Company www.shantispintex.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company has in place a dedicated Corporate Social Responsibility (CSR) Policy, formulated in accordance with the provisions of Section 135 of the Companies Act, 2013 and the rules made thereunder. The CSR Policy is available on the Companys website at www.shantispintex.com.

Details of the CSR initiatives undertaken during the financial year, including the prescribed CSR obligation, amount spent, and ongoing projects, are provided in "Annexure D" of this Board Report.

Further, information regarding the composition of the CSR Committee, number and dates of meetings held, and attendance of members is included in the Corporate Governance Report, annexed as Annexure A.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and belief, confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 operating effectively; and

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts or arrangements entered into by the Company with related parties during the financial year were in the ordinary course of business and at arms length basis, in compliance with the provisions of Section 188 of the Companies Act, 2013 and the rules made thereunder, as well as applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There were no material related party transactions entered into by the Company during the year under review. The requisite disclosure in Form AOC-2, pursuant to Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, is annexed to this Report as "Annexure E".

Details of related party transactions as per the applicable Accounting Standards are provided in the notes to the standalone financial statements.

The Companys policy on related party transactions is available on its website at www.shantispintex.com

PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as "Annexure-F" to this report.

During FY 2024-25, no employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

AUDITORS AND AUDITORS REPORT:

Statutory Auditor

Pursuant to the provisions of Sections 139, 142 and other applicable provisions of the Companies Act, 2013, and the Rules made thereunder, the Members of the Company at the 15^th Annual General Meeting have approved the re-appointment of M/s. Anil Shah & Co., Chartered Accountants (Firm Registration No. 100474W), as the Statutory Auditors of the Company, to hold office from the conclusion of the said Annual General Meeting until the conclusion of the Annual General Meeting to be held for the financial year ending

March 31, 2029, thereby completing a period of five years from the date of Companys listing on BSE SME platform (i.e., December 27, 2023).

The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company in terms of the provisions of the Companies Act, 2013 and rules made thereunder. The Board, in consultation with the Statutory Auditors, shall determine their remuneration from time to time.

The Audit Report issued by the Statutory Auditors for the financial year ended 31st March 2025 does not contain any qualifications, reservations, adverse remarks, or disclaimers. The notes to the financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors has appointed M/s HDS & Associates., Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2024-25. The report submitted by the Secretarial Auditor in Form MR-3 is attached to this report as "Annexure-G".

The observations made in the report, if any, are self-explanatory and do not call for further comments from the Board. Further, based on the recommendation of the Audit Committee, the members have approved their appointment for a period of five years (FY 2025 26 to 2029 30) at the 15th Annual General Meeting.

Cost Auditor

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors, at its meeting, appointed M/s. Mayur Chhaganbhai Undhad & Co., Cost Accountants, Ahmedabad, as the Cost Auditor of the Company for the financial year 2024 25, to conduct the audit of cost records maintained by the Company.

The Cost Audit Report for the previous financial year does not contain any audit qualifications, reservations, adverse remarks, or disclaimers.

Internal Auditor

In accordance with the provisions of Section 138 of the act and rules made thereunder, the Board of Directors of the Company have appointed M/s Kunal Agrawal & Associates., Chartered Accountants (Firm Reg. No. 132720W) as the Internal Auditor to conduct the Internal Audit of the Company for the F.Y. 2024-25.

The Internal Auditor conducts a comprehensive review of the Companys internal control systems and processes. The observations made in the internal audit report, if any, are self-explanatory and do not require any further comments from the Board.

INTERNAL FINANCIAL CONTROL SYSTEM:

The Company maintains a robust and effective internal financial control system, ensuring the safeguarding and protection of all assets, as well as the accurate authorization, recording, and reporting of transactions. The internal audit encompasses a broad range of operational aspects and verifies compliance with specific standards pertaining to the availability and appropriateness of policies and procedures.

It is noteworthy that in the past year, no significant weaknesses in the design or operation of this system were identified or reported

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Companies Act of 2013 underscores the importance of establishing an efficient internal financial control system within the company. Additionally, Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014 mandates the disclosure of information concerning the adequacy of internal financial controls in relation to the financial statements within the Boards report. This comprehensive report is an integral component of the Independent Auditors Report.

CODE OF CONDUCT

The Board of Directors of the Company has laid down a Code of Conduct for all the Board Members and Senior Management Personnel of the Company. The Board Members and the Senior Management personnel have affirmed compliance with the code for the year 2024-25.

The said Code of Conduct has been posted on the website of the Company at www.shantispintex.com.

A declaration to this effect is annexed to the Corporate Governance Report, which forms part of this Annual Report.

PREVENTION OF INSIDER TRADING

Pursuant to the provisions of SEBI (Prohibition of Insider Trading) Regulation, 2015 the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by its employees and other connected persons and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information.

The updated "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive

Information" has been uploaded on the Companys website at www.shantispintex.com.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any.

The said policy has been disseminated within the organization and has also been uploaded on the Companys website at www.shantispintex.com.

RISK MANAGEMENT POLICY:

At Shanti Spintex Limited, risk management is an integral part of our operational and strategic planning processes. The Company has in place a comprehensive Risk Management Policy that provides a structured and proactive approach to identifying, assessing, monitoring, and mitigating various risks that could potentially impact the achievement of business objectives. The risk management framework is designed to address both internal and external risks, including operational, financial, regulatory and environmental risks. Key risks are continuously reviewed and integrated into the Companys decision-making process to ensure informed and balanced actions.

Regular assessments and updates of the risk management systems are carried out to remain aligned with dynamic business environments and changing regulatory landscapes. This approach ensures the long-term sustainability of the business and the protection of stakeholders interests.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, no amount was due for transfer to IEPF in accordance with Section 125 of the Companies Act, 2013.

CAUTIONARY STATEMENT:

Statements in this Report, including those relating to the Companys objectives, projections, estimates, expectations, or predictions, may constitute "forward-looking statements" within the meaning of applicable laws and regulations. These statements are based on certain assumptions and expectations of future events.

Actual results, performance, or achievements could differ materially from those expressed or implied due to various risks and uncertainties, including but not limited to changes in market conditions, government policies, economic developments, and other incidental factors.

The Company assumes no responsibility to publicly amend, modify, or revise any forward-looking statements based on subsequent developments, information, or events, except as required by applicable laws.

APPRECIATION

Our directors extend their heartfelt gratitude to all employees at every level for their unwavering hard work, dedication, and commitment. They sincerely thank and appreciate the continued contributions, support, and cooperation of all employees, which greatly enhance the companys operations and performance.

ACKNOWLEDGEMENT:

Our directors wish to convey their heartfelt appreciation for the cooperation and assistance extended by Shareholders, Bankers, regulatory bodies, and other vital business partners throughout the year under review.

Furthermore, our directors want to acknowledge and express their deep sense of gratitude for the unwavering commitment exhibited by all executives, officers, and staff, which played a pivotal role in the Companys successful performance during the year.