Shining Tools Ltd Directors Report

To,

The Members,

SHINING TOOLS LIMITED

The Directors of your Company with immense pleasure, presenting the 13 th Annual Report on the business and operation of the company together with Audited Financial Statements and the Auditors Report of your Company for the Financial Year ended on 31st March, 2026.

1. FINANCIAL HIGHLIGHTS:

(In Rs.)

Particulars	31.03.2026	31.03.2025
Revenue from Operations	18,29,48,812	14,72,88,035
Other Income	40,91,823	4,01,731
Total Revenue	18,70,40,635	14,76,89,766
Total Expenditure (Including Depreciation)	14,12,79,997	11,74,51,683
Profit Before Tax	4,57,60,638	3,02,38,083
Less: Tax expense:
Current tax	1,03,07,534	1,23,20,076
Deferred tax	(53,28,651)	(10,99,937)
Shortfall of earlier years tax provision	18,78,651	10,64,374
Profit after Tax	3,89,03,104	1,79,53,570
Earnings Per Share (Basic)	8.23	4.40
Earnings Per Share (Diluted))	8.23	4.40

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:

The key highlights pertaining to the business operations and financial performance of the Company during the financial year ended March 31, 2026 are set out below:

• Revenue from Operations: During the financial year under review, the Company recorded revenue from operations of ^18,29,48,812, as compared to ^14,72,88,035 in the previous financial year, representing a growth of approximately 24.21%. The growth reflects the Companys continued focus on strengthening its business operations and expanding its market presence.

• Profitability: The Company reported a Profit After Tax of ^3,89,03,104 during the financial year under review as against ^1,79,53,570 in the previous financial year, registering a significant improvement in profitability. The increase in profitability is reflective of the Companys improved operating performance and overall business growth during the year.

• Operational Performance: During the year under review, the Company continued to focus on strengthening its manufacturing operations, enhancing operational efficiencies and improving its product capabilities. The Company remained focused on meeting the evolving requirements of its customers and strengthening its position in the industrial tools and manufacturing sector.

• Business Development: The Company continued its efforts towards expanding its business activities, strengthening customer relationships and enhancing its market reach. The Company remains focused on leveraging its manufacturing capabilities and product portfolio to pursue opportunities for sustainable business growth.

• Outlook: The Board of Directors is confident about the Companys business prospects and remains committed to pursuing sustainable growth, improving operational efficiencies and enhancing value for its shareholders and other stakeholders. The Company will continue to focus on strengthening its core business, expanding its market presence and creating long-term value for all stakeholders.

3. DIVIDEND:

With the view to conserve the resources of Company, the Board of Directors do not recommend any dividend for the year 2025-2026.

4. TRANSFER OF AMOUNTS 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 were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

5. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUT GO:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are annexed in “Annexure- I”.

6. CHANGE IN THE NATURE OF BUSINESS:

There are no changes in the nature of business during the year.

7. TRANSFER TO RESERVES:

Except profit earned in current year, no other amount is transferred to any Reserves Account.

8. SHARE CAPITAL:

• AUTHORISED SHARE CAPITAL

During the financial year under review, the Authorised Share Capital of the Company remained unchanged at ^6,50,00,000/- (Rupees Six Crore Fifty Lakh only). There was no alteration in the Authorised Share Capital of the Company during the year.

• ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

During the financial year under review, the issued, subscribed and paid-up share capital of the Company changed pursuant to the Initial Public Offering (“IPO”) undertaken by the Company.

At the beginning of the financial year, the issued, subscribed and paid-up share capital of the Company stood at ^4,15,84,000/- (Rupees Four Crore Fifteen Lakh Eighty-Four Thousand only).

Initial Public Offering (IPO): During the year under review, the Company successfully completed its Initial Public Offering of 15,00,000 Equity Shares of face value of ^10/- each at an issue price of ^114/- per Equity Share, comprising a face value of ^10/- per share and a securities premium of ^104/- per share. The IPO resulted in an aggregate issue size of ^17,10,00,000/-.

Pursuant to the successful completion of the IPO, the Equity Shares of the Company were listed on the BSE SME Platform on November 14, 2025.

Consequently, upon allotment of the Equity Shares pursuant to the IPO, the issued, subscribed and paid-up share capital of the Company increased to ^5,65,84,000/- (Rupees Five Crore Sixty-Five Lakh Eighty-Four Thousand only) as at March 31, 2026.

Issued, Subscribed and Paid-up Share Capital as at March 31, 202

5,65,84,000/-

Further, the Company has not bought back any of its securities or has not issued any Sweat Equity Shares or has not provided any Stock Option Scheme to the employees during the year under review.

9. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES:

The company does not have any Subsidiary, Joint Ventures or Associate Company.

However after the closure of financial year 2025-26 the board of directors, in the board meeting held on 10th August, 2026 approved the incorporation of subsidiary company in the name of Shinvi Tools Limited to carry out business of Manufacture of other machinery for mining, quarrying and construction, Manufacture of cutlery, hand tools and general hardware, Manufacture of hand tools such as pliers, screwdrivers, press tools, blacksmiths tools, drills, punches, milling cutters etc.

10. RELATED PARTY DISCLOSURES:

During the year transaction with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 annexed herewith in Form AOC-2 as “Annexure II”.

11. CHANGES IN MEMORANDUM AND ARTICLES OF ASSOCIATION:

• There has been no change in Memorandum and Articles of Association of the Company.

12. BOARD MEETINGS:

During the financial year, nineteen (19) meetings of the Board of Directors were held. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Sr. No.	Date of Meeting	Board Strengtl	No. of Directors Present
1.	03.04.2025	6	4
2.	01.05.2025	6	6
3.	23.05.2025	6	6
4.	09.06.2025	6	6
5.	16.06.2025	6	6
6.	17.06.2025	7	7
7.	26.06.2025	7	7
8.	28.07.2025	7	7
9.	13.08.2025	7	7
10.	30.08.2025	7	7
11.	05.09.2025	7	7
12.	22.09.2025	7	7
13.	31.10.2025	7	7
14.	12.11.2025	7	7
15.	04.12.2025	7	7
16.	11.12.2025	7	7
17.	11.02.2026	6	6
18.	12.02.2026	6	6
19.	16.02.2026	7	7

13. LISTING OF SHARES:

It gives your Directors immense pleasure to inform you that during the financial year under review, the Company successfully completed its Initial Public Offering ("IPO") and achieved the milestone of listing its Equity Shares on the SME Platform of BSE Limited ("BSE SME").

The IPO comprised a Fresh Issue of 15,00,000 Equity Shares of face value of ^10/- each at a fixed issue price of ^114/- per Equity Share, aggregating to ^17.10 Crore. The IPO opened for public subscription on November 7, 2025 and closed on November 11, 2025. Pursuant to the successful completion of the IPO, the Equity Shares of the Company were listed and admitted to dealings on the BSE SME Platform with effect from November 14, 2025, under BSE Scrip Code: 544607 and ISIN: INE0D8001018.

The successful completion of the IPO and listing of the Companys Equity Shares marks a significant milestone in the growth journey of the Company. The listing has provided the Company with access to the capital markets, strengthened its capital base and enhanced its visibility and credibility among customers, investors and other stakeholders. It has also further strengthened the Companys commitment towards transparency, corporate governance and sustainable growth.

The Board of Directors places on record its sincere appreciation and gratitude to the regulatory authorities, stock exchange, merchant bankers, registrar, legal advisors, auditors, market intermediaries, employees and other stakeholders for their valuable support and contribution towards the successful completion of the IPO and listing process. The Board also expresses its gratitude to the shareholders and investors for their continued confidence, trust and support in the Company.

14. CHANGES IN REGISTERED OFFICE ADDRESS:

There has been no changes in the address of registered office of the company.

15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, it is hereby confirmed that:

i) That in the preparation of the annual accounts for the financial year ended 31st March 2026, as per the applicable accounting standards have been followed and that there were no material departures.

ii) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year and of the profit of the company for the year under review.

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of thecompany and for preventing and detecting a fraud and other irregularity.

iv) That the Directors have prepared the annual accounts for the year ended 31st March 2026 on a “going concern basis.”

v) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.

16. DEPOSITS:

During the year under review the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

17. SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

18. DIRECTORS AND KEY MANAGERIAL PERSONNELfKMPs):

The Companys Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable on the Company and provisions of the Articles of Association of the Company. The Companys Board has been constituted with requisite diversity, wisdom and experience commensurate to the business of your Company.

The Directors on the Board have experience in the field of manufacturing, accounts, finance, legal, statutory compliance.

None of the Directors are disqualified under the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, as at March 31, 2026.

COMPOSITION OF BOARD AND KMP

Sr. no.	Name of director/KMP	Designation
1.	VIPULBHAI LALJIBHAI GHONIA	Managing Director
2.	KAMALBHAI LALJIBHAI GHONIA	Whole-time director
3.	ABHISHEK DOBARIA ARVINDBHAI	Director & Chief Financial Officer
4.	KIRANBEN VIPULBHAI GHONIA	Non-Executive Director
5.	JAY BHARATBHAI PANSURIA	Independent Director
6.	AKSHAR JAGDISH PATEL	Independent Director
7.	SHAILESHBHAI DURLABHJIBHAI SAGPARIYA	Independent Director
8.	SNEHA DHAVAL SHAH	Company Secretary

Following changes in were held during the financial year in composition of Board of Directors and KMP of the company:

• Ms. Dhruvi Shyam Kapadia was appointed as Additional Independent Director by passing Board Resolution dated in Board Meeting dated 3rd April 2025.

• Mr. Chand Rameshbhai Kanabar resigned from the post of Independent Director on May 01, 2025, with the resignation being effective from May 01, 2025, due to professional commitments.

• Regularization of appointment of Ms. Dhruvi Shyam Kapadia and change in designation from Additional Independent Director to Independent Director, by passing Special Resolution in Extra Ordinary General meeting dated May 23, 2025.

• Regularization of appointment of Mr. Abhishek Dobaria Arvindbhai and change in designation from Additional Director to Director, by passing Ordinary Resolution in Extra Ordinary General meeting dated May 23, 2025.

• Ms. Richa Arora was appointed as Independent Director by passing Special Resolution in Extra Ordinary General Meeting dated May 23, 2025.

• Ms. Richa Aroa resigned from the post of Independent Director on June 08, 2025, with the resignation being effective from June 08, 2025, due to professional commitments.

• Ms. Palak Pankaj Shah was appointed as Independent Director by passing Special Resolution in Extra Ordinary General meeting dated June 16, 2025.

• Mr. Shaileshbhai Durlabhjibhai Sagpariya and Mr. Jay Bharatbhai Pansuria was appointed as Additional Independent Director by passing Board Resolution dated 11th December, 2025.

• Ms. Dhruvi Shyam Kapadia resigned from the post of Independent Director on February 04, 2026, with the resignation being effective from February 04, 2026, due to pre-occupation and increased professional commitments.

• Ms. Grishma A Shewale resigned from the post of Independent Director on February 04, 2026, with the resignation being effective from February 04, 2026, due to personal decision to relocate outside India for the foreseeable future.

• Ms. Palak Pankaj Shah resigned from the post of Independent Director on February 11, 2026, with the resignation being effective from February 11, 2026, due to pre-occupation and increased professional commitments..

• Mr. Akshar Jagdish Patel was appointed as Additional Independent Director by passing Board Resolution dated 12th February, 2026.

• Regularization of appointment of Mr. Shaileshbhai Durlabhjibhai Sagpariya, Mr. Jay Bharatbhai Pansuria and Mr. Akshar Jagdish Patel and change in designation from Additional Independent Director to Independent Director, by passing Special Resolution dated March 10, 2026.

After the closure of the year, following changes in were held in composition of Board of Directors and KMP of the company:

• Mr. Abhishek Arvindbhai Dobaria resigned from the positions of Executive Director and Chief Financial Officer (CFO) of the Company with effect from August 4, 2026, citing pre-occupation and increased professional commitments. He has confirmed that there were no other material reasons for his resignation.

19. DIRECTOR RETIRE BY ROTATION:

In accordance with the provisions of the companies Act, 2013 and the articles of the association of the company, Mrs. Kiranben Vipulbhai Ghonia, Director retires by rotation at the forthcoming 13th Annual General meeting and being eligible, offers herself for re-appointment.

20. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6), Code for independent directors of the Companies Act, 2013.

21. AUDIT COMMITTEE:

Your Company has in accordance with the Section 177 of the Companies Act, 2013, has constituted the Audit Committee.

The Composition of Audit Committee as on 31st March 2026:

Name of Director	Designation in the Commit	Designation
MR. SHAILESHBHAI DURLABHJIBHAI SAGPARIYA	Chairperson	Non-Executive Independent Director
MR. VIPULBHAI LALJIBHAI GHONIA	Member	Managing Director
MR. JAY BHARATBHAI PANSURIA	Member	Non-Executive Independent Director

The Audit Committee Constitution is also available on the website of the company at https://www.tixnatools.com/committee/

• Nomination and Remuneration Committee:

Your Company has in accordance with the Section 178 of the Companies Act, 2013, has constituted the Nomination and Remuneration Committee.

The Composition of Nomination and Remuneration Committee as on 31st March 2026:

Name of Director	Designation in the Committ	Designation
MS. KIRANBEN VIPULBHAI GHONIA	Chairperson	Non-Executive Director
MR. SHAILESHBHAI DURLABHJIBHAI SAGPARIYA	Member	Non-Executive Independent Director
MR. JAY BHARATBHAI PANSURIA	Member	Non-Executive Independent Director

The Nomination and Remuneration Committee Constitution is available on the website of the company at https://www.tixnatools.com/committee/

• Stakeholders Relationship Committee:

Your Company has in accordance with the Section 178 of the Companies Act, 2013, has constituted the Stakeholders Relationship Committee.

The Composition of Stakeholders Relationship Committee as on 31st March 2026:

Name of Director	Designation in the Committe	Designation
MS. KIRANBEN VIPULBHAI GHONIA	Chairperson	Non-Executive Director
MR. SHAILESHBHAI DURLABHJIBHAI SAGPARIYA	Member	Non-Executive Independent Director
MR. JAY BHARATBHAI PANSURIA	Member	Non-Executive Independent Director

The Stakeholders Relationship Committee Constitution is available on the website of the company at https://www.tixnatools.com/committee/

22. BOARD EVALUATION INCLUDING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE.

Pursuant to the provisions of Companies Act, 2013, and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee, including the Chairperson of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

23. AUDITORS:

Statutory Auditors: -

Pursuant to the provisions of Section 139 of the Companies Act read with the Companies (Audit & Auditors) Rules, 2014, M/s VSSB & Associates Chartered Accountants having registration number FRN: 121356W, appointed as Statutory Auditors of the Company for a term of five consecutive years to hold office from the conclusion of this Annual general meeting to the conclusion of the annual general meeting of the company to be held for the financial year ended on 31st March, 2029.

The Notes to the financial statements referred in the Auditors Report are self-explanatory.

Qualification given by statutory Auditors and remarks on the same from the management are given hereunder;

Qualification 1.

Based on our examination which included test checks, we concluded that company has used accounting softwares for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the respective softwares.

The Company is using a Accounting Software which is operated by third- party service provider and hence we are unable to comment upon the audit trail feature of the database level of the said software which was enabled and operated throughout the year for all relevant transactions recorded in the software. Further, where audit trail (edit log) facility was enabled and operated, we did not come across any instance of the audit trail feature being tampered with.

Management remark

The Company is maintaining its books of account using accounting software operated through a third-party service provider. The management has been informed of the observations of the Statutory Auditors regarding the audit trail (edit log) feature at the database level of the accounting software.

The Company has taken note of the said observation and is in the process of strengthening the controls and processes relating to the audit trail functionality of the accounting software. The Company shall continue to ensure that appropriate controls are maintained for recording and preservation of changes made to the accounting records and shall take necessary steps, in consultation with the service provider, to address the database-level audit trail requirements, wherever applicable.

Qualification 2.

The Company has not been regular in depositing statutory dues, including Goods and Service Tax, Cess and other material statutory dues applicable to it with the appropriate authorities. There were no undisputed amounts payable in respect of Goods and Service Tax, Cess and other material statutory dues in arrears as at 31st March, 2026 for a period of more than six months from the date they became payable.

Details of dues of Income Tax which have not been deposited as on 31st March, 2026 on account of disputes are given below:

Name of the Statute	Nature of the dues	Amount (Rs.)	Period To which the amount relates	Forum where dispute is pending	Remarks
Income Tax	271B of the Income Tax Act, 1961	1,53,000	2022	CPC	Demand under Section 271B of the Act
Income Tax	143(3) of the Income Tax Act, 1961	1,19,885	2022	CPC	Demand under Section 143(3) of the Act
Income Tax	TDS	65,996	Various years	Traces

Management remark:

The Company is actively consulting with its tax consultant to address the matter and is committed to settling all pending dues at the earliest. To ensure timely compliance in the future, improved systems and controls have been implemented.

There are no other qualifications or reservations on adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report.

There is no such fraud reported by the Auditor under section 143(12) of Companies Act, 2013. There are no other qualifications or reservations on adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report.

Secretarial Auditor:

Pursuant to provision of Section 204 of the Companies Act, 2013, and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the board of directors of the Company on recommendation of Audit Committee, at their meeting held on, 27th August 2026, had re-appointed M/s Sachin Thakkar and Associates, Company Secretaries, Ahmedabad (A Peer Reviewed Firm) as a secretarial auditor to conduct the Secretarial Audit for the Financial Year 2025-26.

The Secretarial Audit Report issued in form MR-3 by M/s Sachin Thakkar and Associates, Company Secretaries in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2026, is annexed as “Annexure-III”.

There are some observations of the secretarial auditor and below mentioned are the observations and managements remark on the same:

Sr. No.	Observations of the Secretarial Auditor	Managements Remarks
1.	The Company had delays in filing certain statutory Form MGT-14 relating to approval of financial statements and Boards Report by 94 days.	The delays were inadvertent and primarily attributable to technical/system-related issues encountered on the MCA portal, including DSC verification and related filing issues. The delays were minor in nature and the respective forms were subsequently filed. The Company has taken note of the observations and shall endeavour to ensure timely compliance with the applicable statutory filing requirements in future.
2.	Form MGT-7 for FY 2024-25 was filed with a delay of 275 days.	The delayed filing of Form MGT-7 for FY 2024-25 was subsequently completed under the Companies Compliance Facilitation Scheme, 2026 (CCFS) and as on date it is NOT PENDING.
		The Company has taken note of the delay and shall endeavour to ensure timely statutory compliance in future.
3.	Form AOC-4 for FY 2024-25 was filed with a delay of 170 days.	The delayed filing of Form MGT-7 for FY 2024-25 was subsequently completed under the Companies Compliance Facilitation Scheme, 2026 (CCFS) and as on date it is NOT PENDING.
		The Company has taken note of the delay and shall to ensure timely statutory compliance in future.
4.	Form MSME I for half yearly return (October 2025 to March 2026) was filed with a delay of 24 days.	The delays were inadvertent and primarily attributable to technical/system-related issues encountered on the MCA portal, including DSC verification and related filing issues. The delays were minor in nature and the respective forms were subsequently filed. The Company has taken note of the observations and shall endeavour to ensure timely compliance with the applicable statutory filing requirements in future.

24. MANAGEMENT DISCUSSION & ANALYSIS:

In terms of Regulation 34(2)(e) of the Listing Regulations, 2015, read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Managements Discussion and Analysis Report (MDA) which forms part of this Annual Report is annexed as “Annexure-IV”.

25. PREVENTION OF INSIDER TRADING:

Pursuant to the provision of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015, and amendments thereto, the company has in place a code of conduct to regulate, monitor and report trading by insider for prohibition of Insider trading in the shares of the Company. The code inter alia prohibits purchase/ sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when trading window is close. The company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and said code in available on companys website and can be assessed at www.tixnatools.com.

26. CORPORATE GOVERNANCE:

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2025-26. Except, the net worth of the company is more than 25 crores hence regulation 23 is applicable to the company.

27. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has implemented adequate procedures and internal controls which provide reasonable assurance regarding reliability of financial reporting and preparation of financial statements. The Company also ensures that internal controls are operating effectively.

28. DISCLOSURE OF PARTICULARS OF EMPLOYEES AS REQUIRED UNDER RULE 5 (2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:

Details of particulars of employees as required under rule 5(2) of the companies (Appointment and; Remuneration of Managerial Personnel) Rules, 2014, have been annexed in “Annexure-V”.

29. RISK MANAGEMENT POLICY:

In todays economic environment, Risk management is a very important part of business.

The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risk for the business. Companys risk management is embedded in the business processes and thereby reduces the risk to its possible extent.

The Board periodically reviews the operations of the Company and identifies the risk / potential risk, if any to the Company and implement the necessary course of action(s) which the Board deems fit in the best interest of the Company.

Further, almost all the business operations are being carried out directly under the supervision and control of the directors leaving no scope of any fraud or irregularities.

The Company has in place to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Companys internal control systems are commensurate with the nature of its business and the size and complexity.

30. POLICY FOR PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS

Your Company has adopted the policy for the preservation of Documents and Archival of Documents to ensure that all the necessary documents and records of the Company are adequately protected and preserved as per the Statutory requirements which is available on website www.tixnatools.com.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION- PROHIBITION AND REDRESSAL) ACT 2013:

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal), Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review;

a) number of complaints of sexual harassment received - 0

b) number of complaints disposed off during the year - 0

c) number of cases pending for more than ninety days - 0

32. STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961.

The Company has complied with all the provisions of the Maternity Benefit Act; 1961, and its subsequent amendments. The Company has established all necessary policies and procedures to ensure that any eligible female employee would receive the benefits mandated by the Act. During the period under review, no female employee of the company was eligible for or has availed of maternity benefits under the said Act. Consequently, no such benefits were provided.

33. 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 (Meetings of Board and its Powers) Rules, 2014, the Company had adopted Vigil Mechanism / Whistle Blower Policy for Directors and employees. A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Board of Directors in exceptional cases. The Audit committee / Board will periodically review the functioning of Whistle Blower Mechanism. During the Financial Year under review, no whistle blower event was reported and mechanism functioning well. No personnel have been denied access to the Chairperson of Audit Committee. The policy is available on the website of the company at https://www.tixnatools.com/policies/

34. INVESTOR GRIEVANCES REDRESSAL STATUS SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.

During the year under review, the Company not received any investors complaint.

35. CORPORATE SOCIAL RESPONSIBILITY:

As per Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company is not required to spend any amount on CSR activities for the current reporting year or the previous year, as the threshold limits under Section 135(1) are not attracted.

36. LOANS, GUARANTEES OR INVESTMENTS IN SECURITIES:

The particulars of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the Financial Statements which is a part of this Annual Report.

37. MATERIAL CHANGES AND COMMITMENTS:

There has been no material changes or commitments in the company during the financial year. However, after the closure of the financial year,

1. the Board of Directors at its meeting held on 10th August 2026 granted approval for the proposed incorporation of a subsidiary company to be named Shinvi Tools Limited. The process of incorporation is currently under progress.

2. Mr. Abhishek Arvindbhai Dobaria has resigned from his position as Director and Chief Financial Officer (Key Managerial Personnel) of the Company, with effect from August 4, 2026.

Save as stated above, there have been no Material Changes and Commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statement Related and the date of the report.

38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:

The Company had advanced loans totalling ^4,15,69,415/- to Mrs. Kiran Vipul Ghonia and M/s. Shine Engineering (a proprietorship of Mrs. Pritiben Ghonia) between the financial years 2020-21 and 2023-24.

These transactions were in contravention of Section 185 of the Companies Act, 2013, as the recipients are relatives of the Directors or firms associated with such relatives. Upon being made aware of the non- compliance, the Company took immediate steps to regularize the position, and the entire amount of ^4,15,69,415/- was recovered in full and repaid to the Company by the respective parties on or before March 31, 2024.

During the financial year, to formally resolve the historical default, the Company had filed a Suo-moto compounding application dated 23rd December 2024, under Section 441 of the Companies Act with the Regional Director, Ahmedabad.

Following the Suo-moto application filed by the Company, the Regional Director (NWR), Ahmedabad, passed a final order dated June 17, 2025, under Section 185 of Companies Act, 2013. Before this, an interim direction was also issued on May 13, 2025. Under the final terms, a compounding fee of ^6,00,000/- each was imposed on the Company and four other applicants (Mr. Vipul Laljibhai Ghonia, Mr. Kamalbhai Laljibhai Ghonia, Ms. Kiranben Vipulbhai Ghonia, and Ms. Pritiben Kamalbhai Ghonia), totaling an aggregate amount of ^30,00,000/-.

In compliance with the order, all applicants have deposited their respective penalty. And, Company filed Form INC-28 with the Registrar of Companies to formally record the settlement and conclude the regulatory proceedings.

No other significant or material orders were passed during the reporting period.

39. PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016, which materially impact the Business of the Company.

40. WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely www.tixnatools.com containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

41. WEB ADDRESS OF 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 as of 31st March, 2026, on its website at https://www.tixnatools.com/annual-reports-and-returns/

42. MAINTENANCE OF COST RECORDS:

The Company is not required to maintain all cost records prescribed under section 148 of the Companies Act, 2013 and rules made thereunder.

43. 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:

During the year under review, the Company has not entered into any one-time settlement with Banks or Financial Institutions.

44. ACKNOWLEDGEMENT:

Your directors place on records their sincere appreciation of the co-operation and assistance extended by thebankers of the Company. They also place on record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company.

The Director concludes this Report by placing on record their gratitude to all shareholders, bankers and Govt. authorities for their continued support.

DATE: 08/09/2026
PLACE: RAJKOT
FOR SHINING TOOLS LIMITED
Sd/-	Sd/-
KAMALBHAI LALJIBHAI GHONIA	VIPULBHAI LALJIBHAI GHONIA
WHOLE-TIME DIRECTOR	MANAGING DIRECTOR AND CHAIRMAN
DIN:06511096	DIN: 06511100