Your directors have pleasure in presenting the 14" Annual Report together with Audited
accounts for the year ended 31.03.2024

1. FINANCIAL RESULTS:

The financial results for the year ended 31.03.2024 and for previous year ended 31.03.2023 are
as under:

The loss for period is Rs.9.96 lakhs as against the loss of Rs.6.37 lakhs in the previous year. Your
Company is confident that the Retail trade will grow in the coming years.

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

The Company is engaged in the business of Retail trade. There is no change in the nature of
business during the year under review.

3. DIVIDEND:

The Board does not recommend any dividend for the year.

4. 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 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 31.03.2024 will be made available in the website

www.shantiRuruindustries.com

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

The Company is not having 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.

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 Three Directors as at 31.03.2024 viz., a) One Whole-time Director
(Promoter) b) One Independent Director and c) One Non-Executive Director.

Mr. Mahipal Sanghvi resigned as Executive Director w.e.f. 02.12.2023. However, he continues
his office as Chief Financial Officer.

Mr. Sarthak Sanghvi was appointed as Whole-time Director of the Company for a period of three
years w.e.f. 02.12.2023.

Mr. Bharat Kumar Dughar was appointed as an Additional Director / Independent Director w.e.f.
05.04.2024. As an additional director he holds office upto the date of ensuing Annual General
Meeting and is eligible to continue as Director of the Company. Your Board recommends his
continuation in the best interests of the Company.

Mr. Ratanchand Lodha retires by rotation and being eligible offers himself for re appointment.

B. KEY MANAGERIAL PERSONNEL:

Mrs. Ritika Agarwal was appointed Company Secretary and Compliance officer w.e.f. 21.12.2023
and resigned w.e.f. 25.02.2024. Mr. Sripal Sanghvi ceased as CEO w.e.f. 10.01.2024

Mr. Manish Agarwal was appointed as Company Secretary and Compliance officer w.e.f.
26.02.2024

C. MEETINGS OF BOARD OF DIRECTORS

During the year the Board of Directors met 9 times on 18.04.2023, 29.05.2023, 01.08.2023,
14.08.2023, 14.11.2023, 02.12.2023, 21.12.2023, 10.01.204 and 26.02.2024. 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) 29.05.2023 and (ii) 14.11.2023. The Committee and details of meeting attended as at
31.03.2024 are provided hereunder:

♦ Member upto 01.12.2023
** Member w.e.f. 02.12.2023

E. NOMINATION & REMUNERATION COMMITTEE

Nomination and Remuneration committee met four times on 14.08.2023, 01.12.2023
21.12.2023 and 26.02.2024

* Member upto 01.12.2023
** Member w.e.f. 02.12.2023

F. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Stakeholders Relationship committee company comprises of three members as at
31.03.2024. The committee met once on 26.02.2024

* Member upto 01.12.2023
** Member w.e.f. 02.12.2023

STATUS OF COMPLAINTS RECEIVED, RESOLVED AND PENDING AS ON 31^ST MARCH, 2024:

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

G. RISK MANAGEMENT COMMITTEE:

The Risk Management committee company comprises of three members as at 31.03.2024. No
meeting was held during the year.

* Member upto 01.12.2023
** Member w.e.f. 02.12.2023

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 26.04.2024 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.

Declaration of compliance by the Board members and senior management personnel including
Key managerial personnel to the code of conduct is attached as ANNEXURE 1.

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 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:

At the 10^th Annual General Meeting of the Company held on March 31, 2021, the shareholders
have appointed M/s. VENKAT & RANGAA LLP., Chartered Accountants, as Statutory Auditors of
the Company for a term of five years from the conclusion of said Annual General Meeting to
carry out the audit for the financial years starting from 2020-21 to 2024-25.

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,
2024. The Secretarial Audit Report (in Form MR-3) is attached as ANNEXURE 2 to this 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. The company is maintaining a Structured Digital Data System which is non tamperable.

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.shantieuruindustries.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 transaction entered with the related parties is in the ordinary course of business and at
arm's length and is disclosed in the notes to the financial statements.

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. 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.

23. LISTING WITH STOCK EXCHANGE

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

24. 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.

25. 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 under review no complaints have been received.

26. 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

27. 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

28. 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

Sd/- Sd/-

SARTHAK SANGHVI JAYARAMAN MADHUSUTHAN

Whole-Time Director Director

DIN:10277570 DIN:09841051

Date: 21/08/2024
Place: Chennai