Shanti Guru Industries Ltd Directors Report

Dear Shareholders,

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:

PARTICULARS	31.03.2025	31.03.2024
Total Revenue	12,212	7,257
Less: Expenditure	28,530	17,135
Profit before Exceptional items and Tax	(16,318)	(9,878)
Less; Current Tax	--	--
Excess/Short provision for Tax for earlier years	--	22
Less: Deferred Tax	53	65
Profit for the period	(16,371)	(9,965)
Other comprehensive income	--	--
Total comprehensive income	(16,371)	(9,965)

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 Companys 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 Companys 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:

S No Name of Director	Designation	Category
1 Mr. Sarthak Sanghvi	Whole Time Director	Executive
2 Mr. Jayaraman Madhu Suthan	Director	Independent Director/ Non Executive
3 Mr. Bharat Kumar Dughar	Director	Independent Director / Non-Executive
4 Mr. Ratanchand Lodha	Director	Non-Executive

Appointment/Cessation/ change in designation of directors:

Name	DIN / PAN	Designation	Date of appointment / Cessation
Mr. Bharat Kumar Dughar	07996160	Appointment of Additional Director -Independent	05.04.2024
Mr. Bharat	07996160	Appointment of Independent	05.04.2024
Kumar Dughar		Director at Annual General Meeting held on 20.09.2024

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

S No Name of Director	Designation
1 Mr. Sarthak Sanghvi	Whole Time Director
2 Mr. Mahipal Sanghvi*	Chief Financial Officer
3 Mr. Manish Agarwal	Company Secretary

*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.

Sl no Name of Director	Category	Board meetings held/attended	Attended 14th AGM	Directorship In public/pvt. companies	Membership Chairmanship In other companies committees
1. Mr. Sarthak Sanghvi	Promoter, Whole-Time Director	6/6	Yes	Nil	Nil
2. Mr. Ratanchand Lodha	Non- Executive Director	6/4	Yes	1	Nil
3. Mr. Jayaraman Madhusuthan	Independent Director	6/6	Yes	1	Nil
4. Mr. Bharat Kumar Dughar	Independent Director	5/5	No	1	Nil

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:

Name of Director	Designation	Category	Meetings eligible to attend / attended
Mr. Jayaraman Madhusuthan	Chairman	Independent Director	2/2
Mr. Ratanchand Lodha	Member	Non-Executive Director	2/2
Mr. Sarthak Sanghvi	Member	Whole Time Director	2/2

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
Sr no Name of the Director	Designation
1 Santosh Choudannavar	Chairman
2 Bharat Kumar Dughar	Member
3 Sarthak Sanghvi	Member

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:

Name of Director	Designation	Category	Meetings eligible to attend / attended
Mr. Jayaraman Madhusuthan	Chairman	Independent Director	2/2
Mr. Ratanchand Lodha	Member	Non-Executive Director	2/2
Mr. Sarthak Sanghvi	Member	Whole-time Director	2/2

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

Sr no Name of the Director	Designation
1 Santosh Choudannavar	Chairman
2 Bharat Kumar Dughar	Member
3 Sarika SSangavi	Member

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:

Name of Director	Designation	Category	Meetings eligible to attend / attended
Mr. Ratanchand Lodha	Chairman	Non-Executive Director	1/0
Mr. Jayaraman Madhusuthan	Member	Independent Director	1/1
Mr. Sarthak Sanghvi	Member	Whole-time Director	1/1

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 :

Sr no Name of the Director	Designation
1 Santosh Choudannavar	Chairman
2 Bharat Kumar Dughar	Member
3 Sarthak Sanghvi	Member

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:

Name of Director	Designation	Category	Meetings eligible to attend / attended
Mr. Jayaraman Madhusuthan	Member	Independent Director	1/1
Mr. Ratanchand Lodha	Chairman	Non Executive Director	1/1
Mr. Sarthak Sanghvi	Member	Whole-time Director	1/1

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 :

Sr no Name of the Director	Designation
1 Sarthak Sanghvi	Chairman
2 Bharat Kumar Dughar	Member
3 Santosh Choudannavar	Member

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 Auditors 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:

S No Observations	Reply
1 The Company does not have a Woman Director as required under Section 149 of the Companies Act, 2013.	The Company is taking necessary steps to appoint Woman director.
2 The Company did not have the requisite number of Independent Directors as required under Section 149 of the Companies Act, 2013, up to April 04, 2024.	The Company has appointed Mr. Bharat Kumar Dughar, Independent Director, w.e.f. 05.04.2024.
3 The composition of the Audit Committee and the Nomination & Remuneration Committee was not in compliance with the provisions of Sections 177 and 178 of the Companies Act, 2013.	The Company has taken necessary steps to comply with the composition.
4 The Company belatedly filed the disclosure regarding the appointment of Mr. Bharat Kumar Dughar as Independent Director of the Company, as required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,	The Company has filed belated intimation to Exchange.
5 There is an inconsistency in the attendance record of Director Jayaraman Madhu Suthan. The Minutes of the Annual General Meeting and the Form MGT-7 indicates he was ‘present whereas in the Form MGT-15 and the corresponding Stock Exchange Compliance his presence is not recorded.	Due improper documentation the Directors attendance was inadvertently missed to be noted in the documents submitted with Stock Exchange and Eform MGT15.

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 companys 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 Companys 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