Your directors have pleasure in presenting the Fifteenth(15^th) Annual Report together with Audited
accounts for the year ended 31.03.2025

1. FINANCIAL RESULTS:

The financial results for the year ended 31.03.2025 and for previous year ended 31.03.2024 are as under:

(In INR '00)

The loss for the period amounted to ^16.37 lakhs as against a loss of ^9.96 lakhs in the previous year. In
view of the continuing challenges in the retail trade, the company is planning to have a manufacturing
facility at Krishnagiri district for manufacture of food products of soya chunks and vermicelli shortly
and shall be selling its freehold land at Madhavaram of 150 cents or thereabouts to meet the working
capital needs of the company.

2. STATE OF AFFAIRS OF THE COMPANY & CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of Retail trade and is planning to have a manufacturing facility
for soya chunks and vermicelli. There is no change in the nature of business during the year under review.

3. DIVIDEND:

In view of the losses incurred during the year, the Board of Directors has not recommended any dividend
for the financial year under review.

4. TRANSFER TO RESERVES:

No amount is proposed to be transferred to General Reserves during the year.

5. SHARE CAPITAL:

During the year under review, there were no changes in the Share Capital of the Company. The
Authorised share capital of the company is Rs.13.00 Crores and paid up capital is Rs.12.31 Crores.

6. DEPOSITS:

The company has not accepted or invited any deposits under the provisions of the Companies Act, 2013,
and rules related thereto.

7. ANNUAL RETURN

The Annual Return for the year ended 31.03.2025 will be made available on the website
www.shantiguruindustries.com

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company does not have any subsidiary, associate and joint venture company.

9. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments which could affect the Company's financial position have
occurred between the end of the financial year of the Company and the date of this report.

10. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186:

The Company had not advanced any loan, given guarantees, provided security during the year under
review.

11. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court or Tribunal which can
have an impact on the going concern status and the Company's operations in future

12. BOARD OF DIRECTORS AND ITS COMMITTEES:

A. COMPOSITION OF THE BOARD OF DIRECTORS

The Board consists of Four Directors as on 31.03.2025 viz., a) One Whole-time Director (Promoter) b)
Two Independent Directors and c) One Non-Executive Director. The composition of the Board is provided
hereunder:

Appointment/Cessation/ change in designation of directors:

Mr. Ratanchand Lodha, Director, is liable to retire by rotation at the ensuing Annual General Meeting
and has expressed his unwillingness to seek re-appointment. The Board places on record its appreciation
for the valuable guidance and contribution made by him during his tenure.

Ms. Sarika SSangavi was appointed as an Additional director of the Company by the Board of Directors
w.e.f. 25.08.2025. As an Additional Director, she holds office till the ensuing Annual General Meeting
and is eligible to continue as Director of the Company. Your Board recommends her continuation as
Director of the Company.

Mr. Santosh Choudannanavar was appointed as an Additonal Director, Independent / Non executive
w.e.f 25.08.2025. He holds office till the ensuing Annual General Meeting and eligible to be appointed
as Independent Director for a period of Five years. Your Board recommends her continuation as Director
of the Company.

Mr. Jayaraman Madhusuthan resigned as Independent Director of the Company w.e.f 25.08.2025. The
Board of Directors places on record its appreciation for his invaluable contributions during his tenure as
a Director of the Company.

B. KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel of the Company as on 31^st March, 2025 are provided hereunder

*Mr Mahipal Sanghvi resigned as Chief Financial Officer of the Company wef August 25, 2025. The Board
places on record valuable contributions made by him during the year.

Mr Shripal Sanghvi was appointed as Chief Financial Officer of the Company wef August 25, 2025.

C. MEETINGS OF BOARD OF DIRECTORS

During the year the Board of Directors met 6 times on 05^th April, 2024, 24^th May, 2024, 21^st August, 2024,
13^th November, 2024, 07^th March, 2025 and 27^th March, 2025. The gap between the two meetings was
not more than 120 days. The Directors' who attended these meetings are mentioned below.

D. AUDIT COMMITTEE

The Audit committee company comprises of three members and the committee met two times on (i)
24^th May, 2024 (ii) 13^th November, 2024. The Committee and details of meeting as of 31^st March, 2025
are provided hereunder:

To be in compliance with the provisions of Companies Act, 2013 the Audit Committee was
reconstituted in the Board Meeting Held on 25.08.2025. The revised composition is as under:

AUDIT COMMITTEE

E. NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration committee met two times on (i) 5^th April, 2024, (ii) 27^th March, 2025.
The Committee and details of meeting as of 31^st March, 2025 are provided hereunder:

To be in compliance with the provisions of Companies Act, 2013 the Nomination and Remuneration
Committee was reconstituted in the Board Meeting Held on 25.08.2025. The revised composition is
as under:

NOMINATION AND REMUNERATION COMMITTEE

F. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders Relationship committee company comprises of Three members and the committee
met once on 25^th March, 2025. The Committee and details of meeting as of 31^st March, 2025 are
provided hereunder:

STATUS OF COMPLAINTS RECEIVED, RESOLVED AND PENDING AS ON 31^st MARCH, 2025:

Number of shareholders' complaints unresolved at the beginning of year- Nil
Number of Shareholders' Complaints received during the financial year - Nil

Number of Shareholders' Complaints resolved during the financial year - Nil
Number of Shareholders' Complaints unresolved at the end of the year - Nil

The Stakeholder Relationship Committee has been reconstituted in the Board Meeting held on
25.08.2025. The revised composition of the Directors is as follows :

The Company attends to the investors' grievances / correspondence expeditiously
COMPLIANCE OFFICER - Mr. Manish Agarwal - Company Secretary

G. RISK MANAGEMENT COMMITTEE:

The Risk Management committee company comprises of Three members and the committee met once
on 24^th March, 2025. The Committee and details of meeting as of 31^st March, 2025 are provided
hereunder:

The Risk Management Committee has been reconstituted in the Board Meeting held on 25.08.2025
The revised composition of the Directors is as follows :

H. BOARD EVALUATION AT INDEPENDENT DIRECTORS MEETING:

The Independent Directors of the Company Mr. Jayaraman Madhusuthan and Mr. Bharat Kumar Dughar
held a separate meeting on 28^th March, 2025, without the attendance of non- independent Directors
and members of management. At the said meeting, they reviewed the performance of non¬
Independent Directors and the Board as a whole, including the Chairman of the Company, taking into
account the views of Executive Directors and Non-Executive Directors.

I. STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS OF THE COMPANY:

The Independent directors have given declaration under Section 149 of the Companies Act, 2013, that
they meet the criteria of independence.

J. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board
of Directors, hereby confirm that:

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

b) The Directors had selected such accounting policies and applied them consistently and made
judgments and estimate 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 2024-2025 and of the 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 the Act for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts ongoing concern basis.

e) The directors had laid down internal financial controls to be followed by the company and such
internal financial controls are adequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

13. AUDITORS & AUDIT REPORT:

The Members of the Company at the 10th Annual General Meeting of the Company held on March 31,
2021 appointed M/s. Venkat & Rangaa LLP, Chartered Accountants, as Statutory Auditors of the
Company for a period of five years, to hold office from the conclusion of the said Annual General Meeting
until the conclusion of the 15th consecutive Annual General Meeting of the Company. Accordingly, M/s.
Venkat & Rangaa LLP, Chartered Accountants, are recommended for re-appointment as Statutory
Auditors of the Company for a further period of five years commencing from the financial year 2025-26,
subject to the approval of the Members at the ensuing Annual General Meeting. M/s. VENKAT &
RANGAA LLP., Chartered Accountants, Chennai, have conveyed their consent to be appointed as
Statutory Auditor of the Company along with confirmation, their appointment if made by the members,
would be within the limits prescribed under the Companies Act, 2013.

The remarks in the Auditors Report and Notes on financial statement referred to in the Auditor's Report
are self-explanatory and do not call for any further comments. Also there has been no instance of fraud
reported by the statutory auditors for the financial year under review.

14. SECRETARIAL AUDIT & SECRETARIAL REPORT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the
services of M/s. A.K. Jain & Associates, Company Secretaries in Practice, Chennai to conduct the
Secretarial Audit of the Company for the financial year ended March 31, 2025.

REPLY FOR COMMENTS IN SECRETARIAL AUDITORS' REPORT:

15. INTERNAL AUDIT:

M/s. SSP JAIN and ASSOCIATES LLP have been appointed as Internal Auditors by the Board. Internal Audit
reports are forwarded to management, who take appropriate action as soon as possible.

16. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company does not fall under the class of Companies mentioned under Section 135 of the Companies
Act, 2013, read with Companies (Corporate Social Responsibility) Rules, 2014. Hence, the Company has
not spent any funds towards Corporate Social Responsibility.

17. VIGIL MECHANISM:

In accordance with section 177 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the
company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy provides a
mechanism for all employees to report to the management, grievances about the unethical behaviour
or any suspected fraud. The policy is available at the website of the company
www.shantiguruindustries.com.

18. CORPORATE GOVERNANCE:

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, does not
apply to your Company. Hence, the report on Corporate Governance is not provided.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The Company has not entered into any contracts / arrangement with the related parties' u/s.188 of the
Companies Act, 2013 during the year.

20. DETAILS TO BE DISCLOSED UNDER RULE 5(2) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

None of the employees drew remuneration in excess of the limits prescribed in the relevant regulations.
Hence, details of the employees of the Company as required pursuant to 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not furnished.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act,
2013, the disclosure pertaining to remuneration and other details as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, forming part of the Annual Report, is available for inspection at the
registered office of the company during working hours. Any member interested in obtaining such
information may write to the Compliance officer and the same will be furnished without any fee.

21. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL:

The company's internal control systems are commensurate with the nature of its business and the size
and complexity of its operations. In addition to the internal control systems, the board has laid emphasis
on adequate internal financial controls to ensure that the financial affairs of the company are carried

out with due diligence. Audit observations therein and follow up actions thereon are reported to the
audit committee.

22. RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy which includes identification
of elements of risk if any, which includes identification of elements of risk, if any, which in the opinion
of the Board, may threaten the existence of the Company.

23. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNINGS AND OUTGO:

The product dealt by the Company is material intensive and not power intensive. However, the thrust
on energy conservation continues and necessary measures for optimization of energy consumption have
been taken. The technology used is indigenous, neither any foreign exchange was earned nor there was
any outgo of foreign exchange during the period under report.

24. LISTING WITH STOCK EXCHANGE

The Company's equity shares are listed in SME Platform of BSE Limited.

25. TRANSFER TO THE CREDIT OF INVESTOR EDUCATION PROTECTION FUND:

There are no amounts which need to be transferred to the Investor Education and Protection Fund.

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROBHITION AND REDRESSAL), ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The
Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal), Act, 2013. During
the year there were no complaints received or pending.

As per the notification of Ministry of Corporate affairs effective from July 14, 2025, the following
disclosure is also being made:

a. Number of sexual harassment complaints received - NIL

b. Number of complaints disposed of - NIL

c. Number of cases pending for more than 90 days - NIL

27. DISCLOSURES UNDER MATERNITY BENEFIT ACT, 1961

Pursuant to the provisions of Rule 8(5)(viii) of the Companies (Accounts) Rules 2014, the Company
hereby confirms that it has complied with the provisions of the Maternity Benefit Act, 1961.

28. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END
OF THE FINANCIAL YEAR: -

Not Applicable

29. 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 ALONG WITH THE REASONS THEREOF:-

Not Applicable

30. ANNEXURES TO BOARD REPORT

- The Secretarial Audit Report (in Form MR-3) is attached as ANNEXURE-A to this Report.

- The Management Discussion and Analysis Report is attached as ANNEXURE- B to this Report.

- Declaration of compliance by the Board members and senior management personnel including
Key managerial personnel to the code of conduct is attached as ANNEXURE C.

31. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the customers, suppliers, bankers, business partners
/associates, financial institutions and various regulatory authorities for their consistent support /
encouragement to the Company. Your Directors would also like to thank the Members for reposing their
confidence and faith in the Company and its Management.

By Order of the Board

For SHANTI GURU INDUSTRIES LIMIETD

SARTHAK SANGHVI SARIKA SSANGAVI

Whole-Time Director Director

DIN: 10277570 DIN:11256382

Date:25/08/2025
Place: Chennai