The Board is pleased to present the 52^nd Annual Report
together with the audited financial statements for the
year ended 31^st March 2025.

1. Business Environment
Global Economic Scenario

The global economy in FY 2024-25 remained resilient.
According to the International Monetary Fund (IMF),
world GDP growth was approximately 3.3% in 2024,
with a similar pace expected in 2025.

Key factors influencing the global environment:

• Monetary tightening by major central banks to
combat inflation

• Geopolitical tensions and trade policy
uncertainties, impacting trade and investment
flows

• Inflation easing, projected to decline from 6.8% in
2023 to around 4.5% by 2025, but remains above
target levels in many economies

• Risks remain elevated, including trade barriers,
financial market volatility, and geopolitical
fragmentation

Despite these headwinds, global industrial activity
saw modest growth, supported by resilient demand
in infrastructure and energy sectors, particularly for
capital goods and industrial equipment. However,
consumer demand softened in several regions.

On the Economy
Indian Economy:

India’s economy was a standout performer. It became
4th largest global economy in 2025 and is projected
to be world’s fastest growing major economy (6.3% to
6.8% in FY 2025-26). Robust domestic demand driven
by private consumption and sustained investment
supported it’s growth trajectory. Government reforms
over the past decade, coupled with strong public
infrastructure spending, have boosted manufacturing
and service activity. Government continued its
infrastructure push, raising capital expenditure outlay
of T 11.21 lakh crores (3.1% of GDP) earmarked in FY
2025-26 Union Budget. As the IMF reaffirms India’s
economic resilience, the country’s role as a key
driver of global growth continues to gain prominence.
Government initiatives (e.g. Make in India, Production-
Linked Incentive schemes) and improving ease
of doing business have continued to support the
manufacturing sector’s expansion. The IMF projects
steady expansion for the Indian economy, supported
by firm private consumption, particularly in rural
areas. Overall, India’s macroeconomic fundamentals
(moderating inflation, stable currency, adequate
forex reserves) provided a favourable backdrop for

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Industrial Gear Industry Outlook

The industrial gears and gearboxes sector witnessed
steady growth during the year, underpinned by revival
in core sectors and modernization trends. Global
market prospects remain positive - industry research
indicates the global industrial gearbox market will
increase from about $31-33 billion in 2024 to $41¬
47 billion by 2029-2033, implying a CAGR of roughly
4.5-5.5%. Key drivers worldwide include rising
automation in manufacturing, increased investments
in renewable energy (wind turbines deploy large
gearboxes), and demand for energy-efficient
motion control solutions. The global gear market
(including automotive and industrial) is similarly
projected to expand at ~5-6% CAGR, reaching an
estimated $222 billion in 2025. Manufacturers are
embracing advanced technologies, for example, the
use of AI/ML-driven design, analytics for predictive
maintenance, and adoption of Industry 4.0
components (like IoT, AR/VR in training) - to improve
product precision and reliability. These trends are
enabling gear producers to optimize productivity
and meet stringent global quality standards.

Indian Gear Industry

India is one of the largest gear markets in Asia and has
experienced significant growth over the past decade.
FY 2024-25 continued this trajectory, propelled by
multiple factors: (1) Strong end-user demand - rapid
industrialization, infrastructure projects (steel, cement,
power generation, railways) and a rebound in mining
and construction activity all drove higher demand for
industrial gearboxes. Sectors like steel, cement and
power - which heavily rely on gear-driven machinery,
saw robust capacity utilization, translating into new
orders for gear manufacturers. (2) Automotive sector
expansion - even as electric vehicles (EVs) gather
pace, conventional and EV powertrains require
high-precision gears. The shift towards EVs presents
a new avenue for specialized gear and EV gearbox
production, supported by the government’s push for
electric mobility. (3) Policy support - pro-manufacturing
initiatives such as Make in India and higher import duties
on certain equipment have encouraged localization
of gear manufacturing. Both domestic and foreign
investments flowed into the sector, building capacity
and technological capabilities. (4) Technological
adoption - Indian gear makers have increasingly
automated and digitized their operations, using CAD/
CAM design, CNC machining centers, and robotics.
Many are integrating Industry 4.0 practices (AI/ML
algorithms for quality control, digital twin simulations,
etc.) into factories. This has enhanced operational
efficiency and product quality across the industry.
Going forward, industry analysts anticipate steady
growth in the Indian gear market (IMARC projects
~2.7% CAGR during 2025-2033 in value terms, though
volume growth may be higher), with demand bolstered
by ongoing infrastructure development and India’s
cost-competitive manufacturing base. In summary, the
business environment for Shanthi Gears in FY2024-25
featured a stable global economy with pockets of
industrial demand, a strongly growing domestic
economy investing in infrastructure, and a gear industry
evolving through innovation and expanding to serve
new markets.

Growth Drivers

Growing Demand from Industrial Applications:
Gears have wide ranging applications across
industries including oil & gas production plants, steel
manufacturing facilities among others where they serve
as components facilitating movement between various
parts of machines/equipment used on shop floors.
Rising investments across these sectors resulting
from government policies such as Make-in-India will
further drive up demand during 2025-2031 making it
another key driver behind industry expansion.

Growing Demand from Automotive Industry: India’s
automotive industry has been growing consistently
owing to increasing middle class wealth, improving
living standards and rising disposable incomes. This
has resulted in increased demand for vehicles which
use gears as a crucial component that enables power
transmission between different parts of an engine or
vehicle body. Thus, this segment will be responsible
for majorly fuelling growth in the overall gear market
during 2025-2031.

Challenges of the Market

High Maintenance Costs; Gears require regular
maintenance due to their wearing out quickly when
exposed to extreme temperatures or long hours
without lubrication leading to higher costs associated
with quality control measures needed while using
them over prolonged periods of time thereby limiting
their adoption rate amongst prospective customers
operating on thin margins.

Increasing Raw Material Prices; With rise in raw material
prices like iron ore used extensively while producing
gears coupled with increasing costs associated with
labor required for machining processes involved;
manufacturers are facing challenges squeezing profits
out of every transaction made thereby impacting
financial performance adversely hampering prospects
related with further growth down the line.

Trends of the Market

Customized Solutions Gaining Traction; As
businesses move towards multi enterprise software
solutions integrated within workflows managed by
internal teams customized solutions are becoming

increasingly popular offering more precise results
tailored according to customer needs.

Focus on Reducing Total Cost Ownership; To remain
competitive manufacturers are relying heavily upon
cost effective methods involving strategic integration
points throughout supply chain process allowing them
flexibility regarding price decisions enabling faster
response times helping maintain healthy profit levels
even after factoring expenses incurred while.

Sector-wise prospects
Railway

Indian Railways are embarked on a transformation
phase in the next five years. The following five key
developments will shape the future of India’s rail
transport system:-

1. Uncompromised Safety Standards with paramount
focus on safety.

2. A New Generation of Trains: The Railway Minister
has announced a large-scale introduction of
advanced trains, ensuring modernized travel
experiences. “We will see a large-scale movement
of Vande Bharat Trains, Vande Bharat Sleeper
Trains, Amrit Bharat Trains, and Namo Bharat
Trains in the coming years,” he stated.

3. The Greenest Railways: Indian Railways is set to
become the world’s greenest railway network with,
government’s commitment to sustainability and
eco-friendly transportation.

4. Expansion of Bullet Train Corridors: India’s high¬
speed rail ambitions are expanding, with new bullet
train corridors planned across the country. “In the
coming years, we will see bullet train corridors
coming up in many parts of the country.”

5. Next-Generation Locomotives & Global Expansion:
India’s plans to become a major manufacturer and
exporter of railway equipment. “We will also see
a totally new generation of locomotives. India will
become a major railway equipment manufacturer
and exporter in the coming years—the way we have
in electronics, technology, and defence equipment.

Besides the above the Indian Railway Production
Units will add 3,000 numbers of High Horse Power
Locomotives creating demand of associated
products to meet their Production Plans.

With Indian Railways serving millions of passengers
daily, modernisation has been a long-standing
priority to enhance speed, safety, and efficiency.
Government’s commitment to leveraging cutting-
edge technology and infrastructure advancements,
will ensure that the railways evolve into a world-class
transportation system.

Extrusion

The global extruder market size is worth around
USD 10,119 million in 2024 and is anticipated to
reach around USD 16,799 million by 2034, growing
at a notable CAGR of 5.2% from 2024 to 2034.

The extruder market refers to the production,
distribution, and use of this machine, which extrudes
plastic, metal, or clay through a die. There is a high
demand for these extruders in applications like
consumer goods, transportation, and building &
construction, which is driving the growth of the
extruder market.

The India Extruders Market is growing as industries
rely on extrusion technology for the production of
various plastic and metal products. Extruders are
critical for shaping materials into desired forms,
making them essential in sectors like packaging,
construction, and automotive. The market's
expansion is driven by the diverse applications of
extrusion technology in India manufacturing.

The India extruders market is witnessing growth driven
by the plastics and polymer processing industry.
Extruders play a vital role in shaping and processing
raw materials into various products, such as pipes,
films, and profiles. The booming construction and
packaging industries, along with the demand for
innovative and sustainable materials, contribute to
the adoption of advanced extrusion technology.

The extruders market in India faces challenges related
to the customization of equipment to meet diverse
industry requirements. Different industries require
various types of extruders, and meeting these specific
needs can be complex. Additionally, maintaining
consistent product quality, especially for food and
plastic processing, is a challenge. The demand for
sustainable and energy-efficient extrusion solutions
further complicates product development.

Cranes

The India crane market size reached USD 3.6 Billion
in 2024. Looking forward, IMARC Group expects the
market to reach USD 5.4 Billion by 2033, exhibiting a
growth rate (CAGR) of 4.4% during 2025-2033. The
India crane market share is significantly expanding
due to the growth in the construction industry, rapid
technological advancements, and extensive research
and development (R&D) activities in the region.

Cranes are a type of construction machinery used for
loading and unloading heavy materials, machines, and
goods. They are manufactured using high-strength,
low-alloy (HSLA) steels and elements, such as nickel,
titanium, chromium, molybdenum, vanadium, and
niobium. Mobile, fixed, marine, and port are some
of the commonly available types of cranes. They are
equipped with cables, pulleys, hoists, and wire ropes
and utilize electric motors and hydraulic systems to
provide great lifting capabilities. Cranes are cost-
effective and offer a faster setup that helps improve
efficiency and increase safety and productivity. As
a result, they find extensive applications across
the mining, construction, excavation, oil and gas,
and marine industries.

One of the key factors driving the India crane
market growth is the increasing construction and
infrastructure activities in the country. Cranes are
widely used to lift and lower objects and move
them horizontally for the construction of bridges,
buildings, roads, and overpasses. In line with this,
the rapid expansion of residential, commercial,
and industrial spaces is contributing to the India
crane market demand. Moreover, the widespread
adoption of mobile cranes due to their flexibility and
mobility in areas where static cranes can’t reach is
positively impacting the India crane market trends.

Material Handling

The global material handling equipment market size
was valued at USD 239.3 billion in 2024. The market
is projected to grow from USD 252.53 billion in 2025
to USD 390.88 billion by 2032, exhibiting a CAGR of
6.4% during the forecast period.

The India material handling equipment market
generated a revenue of USD 5.79 billion in 2024
and is expected to reach USD 8.7 billion by 2030.
The India market is expected to grow at a CAGR of
7.2% from 2025 to 2030.

In terms of segment, cranes & lifting equipment
was the largest revenue generating product in 2024.
Racking & Storage Equipment is the most lucrative
product segment registering the fastest growth
during the forecast period.

In terms of revenue, India accounted for 2.4% of the
global material handling equipment market in 2024.
Country-wise, China is expected to lead the global
market in terms of revenue in 2030.

In Asia Pacific, China material handling equipment
market is projected to lead the regional market in
terms of revenue in 2030. India is the fastest growing
regional market in Asia Pacific and is projected to
reach USD 8.7 billion by 2030.

Manufacturing segment dominated the India
material handling equipment market and will
continue its dominance throughout the forecast.
Make in India initiative to boost the growth of the
manufacturing sector, the market is expecting
to see attractive growth in manufacturing and
consequently in logistics and distribution activities
for the forecast duration. Total warehousing
requirement in India is expected to grow at a CAGR
of 7.5%. India logistic industry expected to grow at
15% to 20% per annum.

Cement

The Indian cement industry is a key pillar of the
nation’s infrastructure and economic growth. As
the second-largest cement producer globally, it
significantly contributes to India’s GDP, industrial
output, and employment. With an installed capacity
of around 690 million tpy, the sector plays a
crucial role in housing, transportation, and urban
infrastructure. Cement production for FY23 - 24
is estimated at 390 million tpy, reflecting steady
demand supported by government initiatives and
private investments.

The industry’s growth has been marked by substantial
capacity additions, with over 15 million tpy added in
2022 - 23 by major players like UltraTech Cement,
Shree Cement, and ACC-Ambuja. However, capacity
utilisation is mixed, averaging 65 - 70%, with North
and East India operating at near 80%, while the South
faces overcapacity with utilisation as low as 50 - 55%.

3. Review of Operations

In FY24-25, the Company reported improved
performance. Revenue from Operations at
T604 crores, registering a growth of 13% growth
over the previous year. This growth was owing to an
increase in order inflow and deliveries.

Focus on Replacement segment in power transmission
helped in sustaining the competitive advantage.
The business continued to build relationships through
high levels of customer engagement during the year.

Specific attention is given for development of alternate
materials and processes to drive value addition
and cost reduction. Capital investments were made
wherever technological upgradation was required.
Source:

• https://www.wor1dcement.com/

Housing accounts for 60% of cement consumption,
followed by infrastructure projects (25%) and
commercial real estate (15%). Government
programmes like Bharatmala, Sagarmala, and
Pradhan Mantri Awas Yojana (PMAY) are major
drivers, with demand expected to exceed 500 million
tpy by 2030.

EBITDA increased to T143.39 crore in FY25
from T122.85 crores in FY24 - a growth of 17%.
The Company registered a net profit of T96.03 crores
(17% increase).

From a liquidity standpoint, the Company generated
a Free Cash Flow of T75.47 crores during the
financial year and registered 75% growth over the
previous year.

The Company’s Return on Capital Employed
improved to 35% in FY25 from 34% in FY24.

The Company remains debt free and invests its
surplus funds judiciously balancing safety and
returns.

4. Dividend

The Board of Directors declared an Interim Dividend
of T3/- per share (@ 300%) on equity share of
the face value of T1/- each for the financial year
2024-25, which was paid on 26^th February, 2025
to all the eligible shareholders. A final dividend of
T2/- per share (@ 200%) has been proposed by
the Board for the said financial year and together
with the Interim Dividend of T3/- per equity share,
already declared and paid, in respect of the
financial year 2024-25, T5/- per share (@500%) will
be considered as the total Dividend for the said
financial year.

The dividend pay-out this year exceeded w.r.t
Company’s policy on Dividend Distribution, to
commemorate the company’s performance.
The Dividend Policy as approved by the Board is
uploaded and is available on the following link on
the Company’s website, http://www.shanthigears.
com/wp-content/uploads/2021/04/SGL-Dividend-
Distribution Policy.pdf.

Details thereof also form part of this Annual Report
for the information of shareholders as Annexure-A.

5. Share Capital

The paid up Equity Share Capital as on
31^st March 2025 was T7.67 Crores.

6. Deposits

The Company has not accepted any deposits
under Chapter V of the Companies Act, 2013 and
as such no amount of principal and interest were
outstanding as on 31^st March 2025.

7. Particulars of Loans, Guarantees

During the year under review, the Company has
not given any loans or guarantees under the
provisions of Section 186 of the Companies
Act, 2013. As part of treasury management, the
Company deploys short-term surplus in units of
mutual funds, the details relating to which form
part of the Notes to the financial statements
provided in this Annual Report.

8. Directors

Mr. Arun Venkatachalam,will retire by rotation
at the ensuing Annual General Meeting under
Section 152 of the Companies Act, 2013 and being
eligible, he offers himself for re-appointment.

The Board records its appreciation for
Mr. J Balamurugan and Mr. N Krishna Samaraj,
Independent Directors for their dedication
and contributions towards the growth of the
organization. They retired from the Board
w.e.f 29^th July, 2024. During the Financial Year
2024-25 Mr. A Venkataramani, has been
appointed as Independent Director with effect
from 09^th May, 2024.

The Board of Directors confirms that the
independent directors appointed during the year
possess strong integrity and ethical conduct.
After reviewing their qualifications, background,
and experience, the Board believes the director
brings valuable expertise in negotiating joint
venture agreements and setting up greenfield
projects. Their skills in strategic decision¬
making, governance, and risk management will
enhance the Board’s effectiveness. The Board is
confident that their independent perspective and
contributions will support the company’s long¬
term growth and strong governance.

All the Independent Directors of the Company
have furnished necessary declaration in terms
of Section 149(6) of the Act affirming that they
meet the criteria of independence as stipulated
under the Act. In the opinion of the Board, all
the Independent Directors fulfil the conditions
specified in the Companies Act, 2013 and Rules
made thereunder and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
and are independent of the Management.

9. Key Managerial Personnel

Mr. M Karunakaran, CEO & Whole-time Director,
Mr. Walter Vasanth P J, Company Secretary &
Compliance Officer and Mr. Ranjan Kumar Pati,
Chief Financial Officer are the Key Managerial
Personnel (KMP) of the Company as per
Section 203 of the Companies Act, 2013.

10. Internal Control System and their Adequacy

The Company has an Internal Control System,
commensurating with its size, scale and
complexity of its operations.

It has a sound system of internal controls in
place to ensure the achievement of goals,
evaluation of risks, and reliable financial and
operational reporting.

This efficient internal control procedure is driven
by a robust system of checks and balances that
ensures the safeguarding of assets, compliance
with all regulatory norms, and procedural and
systemic improvements periodically.

The Company uses an ERP (Enterprise
Resource Planning) package supported by
in-built controls. This guarantees timely financial
reporting. The audit system periodically reviews
the control mechanism and legal, regulatory, and
environmental compliances.

The internal audit team also checks the
effectiveness of internal controls and initiates
necessary changes arising out of inadequacies,
if any. All financial and audit controls are further
reviewed by the Audit Committee of the Board
of Directors.

11. Internal Financial Control Systems with
reference to financial statements

The Company has a formal system of internal
financial control to ensure the reliability of
financial and operational information, and
regulatory and statutory compliances. The
Company’s business processes are enabled by
an Enterprise-wide Resource Platform (ERP) for
monitoring and reporting processes resulting
financial discipline and accountability.

12. Enterprise Risk Analysis and Management

The Company’s risk strategy is determined by its
risk appetite defined by a series of risk criteria.
The criteria are based on sectoral realities,
customer circumstances, liquidity available and
its earnings target within accepted volatility
limits. These criteria provide a reference for our
operating divisions.

The Company’s risk management framework
comprises a combination of centrally issued
policies and divisionally-evolved procedures that
are regularly reviewed for their alignment with
sectoral dynamics and evolving trends.

The framework encompasses strategy and
operations and seeks to proactively identify,
address and mitigate existing and emerging
risks with the goal of making the business model
emerge stronger and business growth becomes
sustainable.

The Company has constituted a Risk Management
Committee aligned with the requirements of the
Companies Act, 2013 and Listing Regulations.
The details of the Committee and its terms of
reference are set out in the Corporate Governance
Report forming part of this Report.

The Company operates across various product
platforms built over the years. Relative
advantages and disadvantages of such product
verticals are studied and advances are tracked.
The Company seeks to address technology gaps
through continuous benchmarking of existing
manufacturing processes with developments in
the industry and in this connection has made
arrangements with technology consultants.

Sub-par utilization of capacities may lead to
inadequate leverage benefits. The Company
is ramping up its marketing efforts towards
successful product establishment and
market acceptance of its products, exploring
development of alternate products and
establishing a range of applications.

13. Corporate Governance

Your Company is committed to maintaining high
standards of Corporate Governance. A report on
Corporate Governance, along with a certificate
from the Practicing Company Secretary on
compliance with Corporate Governance norms
forms part of this report as Annexure-H.

14. Corporate Social Responsibility (CSR)

As a corporate citizen, your Company is
committed to the conduct of its business in a
socially responsible manner. The Company
contributed a portion of its profit to the promotion

of worthy causes like education, healthcare,
scientific research etc. As a part of the Corporate
Social Responsibility program, the Company has
undertaken projects in the areas of Education,
Scientific Research, etc., List of CSR Activities,
Composition of CSR Committee and CSR Policy
is annexed herewith as Annexure-B.

15. Annual Return

The Annual return in Form MGT-7 is available
on the Company’s website at the following link:
http://www.shanthigears.com/annual-return/.

16. Directors Responsibility Statement

Pursuant to 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,
applicable Accounting Standards have been
followed and that there were no material
departures therefrom;

b) they have, in the selection of the accounting
policies, consulted the statutory auditors
and have applied their recommendations
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 as at 31^st March 2025
and of the profit of the Company for the year
ended on that date;

c) they have 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 the Company and for preventing and
detecting fraud and other irregularities;

d) they have prepared the annual accounts on a
going concern basis;

e) they have laid down internal financial controls
to be followed by the Company and that such
internal financial controls are adequate and
were operating effectively during the year
ended 31^st March 2025; and

f) proper system has been devised to ensure
compliances with the provisions of all
applicable laws and that such systems were
adequate and operating effectively during the
financial year ended 31^st March 2025.

17. Policy on Appointment and Remuneration of
Directors

Pursuant to Section 178 (3) of the Companies
Act, 2013 the Nomination and Remuneration
Committee of the Board of the Company has
formulated the criteria for Board nominations as
well as policy on remuneration for Directors and
employees of the Company. The Remuneration
policy provides the framework for remunerating
the members of the Board, Key Managerial
Personnel and other employees of the Company.
This policy is guided by the principles and
objectives enumerated in Section 178 (4) of
the Companies Act, 2013 and reflects the
remuneration philosophy and principles of the
Murugappa Group to ensure reasonableness
and sufficiency of remuneration to attract, retain
and motivate competent resources, a clear
relationship of remuneration to performance and
a balance between rewarding short and long¬
term performance of the Company. The policy
lays down broad guidelines for payment of
remuneration to Executive and Non-Executive
Directors within the limits approved by
the shareholders.

The Board Nomination criteria and the
Remuneration policy are available on the website
of the Company at http://www.shanthigears.
com/wp-content/uploads/2019/05/SGL-
Remuneration-Policy-Mar-2019.pdf.

18. Related Party Transactions

All related party transactions that were entered during
the year under review were on an arm’s length basis
and were in ordinary course of business. There are
no materially significant related party transactions

during the year which may have a potential conflict
with the interest of the Company at large. Necessary
disclosures as required under Accounting Standard
(Ind AS 24) have been made in the notes to the Financial
Statements. The Policy on Related Party Transactions,
as approved by the Board, is uploaded and is available
on the Company’s website https://www.shanthigears.
com/wp-content/uploads/2025/04/Policy-on-
Related-Party-Transactions.pdf.

None of the Directors had any pecuniary relationships
or transactions vis-a-vis the Company.

All transactions with Related Parties under the
Companies Act, 2013, entered during the financial
year were in the ordinary course of business at arm’s
length and hence no particulars are required to be
entered in the Form AOC-2. Further, all transactions
entered into with Related Parties during the year
even at arm’s length basis in the ordinary course
did not exceed the thresholds prescribed under
the Companies (Meetings of Board and its Powers)
Rules, 2014 or Listing Regulations or the Company’s
Policy in this regard and hence no disclosure was
required to be made in Form AOC-2. Accordingly,
there are no contracts or arrangements entered into
with Related Parties during the year to be disclosed
under Sections 188(1) and 134(3)(h) of the Companies
Act, 2013 in Form AOC-2. The form is enclosed
as Annexure E.

19. Board Evaluation

The manner in which the evaluation has been
carried out has been explained in the Corporate
Governance Report.

20. Vigil Mechanism/Whistle Blower Policy

The details of Vigil Mechanism/Whistle Blower policy
are given in the Corporate Governance Report.

21. Business Responsibility & Sustainability Reporting

As required under the SEBI Listing Regulations
which mandate the inclusion of a Business
Responsibility & Sustainability Report as part
of the Annual Report for the top 1000 listed

entities based on market capitalization, the
Business Responsibility Report forms part of
the Annual Report as Annexure G. The Business
Responsibility Policy of the Company is displayed
in the Company’s website at the following link:
http://www.shanthigears.com/wp-content/
uploads/2020/06/SGL-BRR-Policv-Mav-2020.pdf

22. Declarations/Affirmations

During the year under review:

• there were 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 statements relate viz., 31^st March 2025
and the date of this Report; &

• there were no significant material orders passed
by the regulators or courts or tribunals impacting
the Company’s going concern status and its
operations in future.

23. Human Resources

Intellectual capital has been the cornerstone
of Shanti Gear’s sustenance over the years.
The Company has a large pool of engineers.
This critical competitive edge has enabled the
Company to stand out from the clutter and
develop niche solutions that address the ever-
evolving requirements of the sectors it caters to.

The HR strategy and initiatives of your Company
are designed to effectively partner the business
in the achievement of its ambitious growth plans
and to build a strong leadership pipeline for
the present and several years into the future.
Industrial Relations continued to be cordial.

Senior leaders have been investing lot of time and
efforts in identifying and developing succession
pipeline for critical positions in the organization.
The transition management programmes viz., FTF
and LEAD have been very successful and as part
of the programme, implementation of Individual
Development Plans (IDPs) for talent pool
identified through these programmes is being

facilitated. The IDPs are being reviewed regularly
and On-the-Job projects, job enlargement/job
rotation, mentoring support to the Talents are
being provided. Coaching & mentoring was done
for select talent across the organization with
an intent of developing future leaders. Internal
employees have been given opportunities to take
up higher roles and grow in the system under
Grow from within Scheme.

The Company had 503 permanent employees on
its rolls, as on 31^st March 2025.

The disclosure with respect to remuneration as
required under Section 197 of the Companies
Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is attached and forms
part of this Report as Annexure-C.

The information relating to employees and other
particulars required under Section 197 of the
Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 will be provided
upon request. In terms of Section 136 of the
Companies Act, 2013, the Report and Accounts are
being sent to the Members excluding the information
on employees, particulars of which are available
for inspection by the Members at the Registered
Office of the Company during business hours on
all working days of the Company up to the date
of the forthcoming Annual General Meeting. If any
Member is interested in obtaining a copy thereof,
such member may write to the Company Secretary
in the said regard.

>4. Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo

Conservation of energy, technology absorption and
foreign exchange earnings and outgo is annexed
herewith as Annexure-D.

25. Disclosure under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

The Company has in place a Prevention of
Sexual Harassment policy (POSH) in line with the
requirement of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013. Internal Compliance Committee (ICC)
has been set up to redress complaints received
regarding sexual harassment. All employees
(Permanent, contractual, temporary and trainees)
are covered under this policy. The Company has not
received any complaints about sexual harassment
during the year 2024-25.

26. Secretarial Audit

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed
R. Sridharan & Associates, Company Secretaries
to undertake Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith and
forms part of this Report as Annexure F. Accordingly,
no qualification or observation or other remarks have
been made by the Secretarial Auditor in his Report.

27. Auditors

The Members have appointed of M/s MSKA
& Associates, Chartered Accountants, (Firm
Registration No 105047W) the Statutory Auditors
of the Company for a period of 5 years from the
conclusion of 50^th AGM (2023) till the conclusion
of 55^th AGM (2028) subject to ratification of
such appointment by members at every AGM.
The requirement to place the matter relating to
the appointment of auditors for ratification by
Members at every AGM has been done away with
the Companies (Amendment) Act, 2017 with effect
from 7^th May 2018. Accordingly, no resolution is
being proposed for ratification of the appointment
of statutory auditors at the Fifty-Second AGM. The
Statutory auditor’s report forms part of the Annual
report and no qualifications or observations or
other remarks have been made by Statutory auditor
in his report.

In accordance with the provisions of Section
148(1) of the Act, read with the Companies (Cost
Records and Audit) Rules, 2014, the Company
has maintained cost records in respect of Gears,
Gearboxes and Accessories for the Financial Year
2024-25. Mr. B. Venkateswar was appointed as
Cost Auditor for the audit of the Cost Accounting
records of the Company for the year ended
31^st March 2026. A resolution seeking Members’
ratification of the Remuneration payable to the
Cost Auditor is included in the AGM notice dated
24^th April 2025. The Cost Audit report will be filed
within the stipulated period.

M/s. Sridharan & Sridharan Associates, Firm of
Company Secretaries in Practice is proposed to
be appointed as Secretarial Auditors for a term
of 5 (Five) consecutive years, from the conclusion
of 52^nd AGM (2025) till the conclusion of 57^th AGM
(2030) subject to shareholders approval at the
52^nd Annual General Meeting. A resolution seeking
Members approval is included in the AGM notice
dated 24^th April 2025.

28. Subsidiaries/Associates/Joint Ventures

The Company does not have any subsidiaries/
Associates/Joint Ventures.

29. Secretarial Standards

The Company has duly complied with the
applicable Secretarial Standards as required by
the Companies Act, 2013.

30. General

The Company has not issued equity shares with
differential voting rights or sweat equity shares,
there is no reportable event with respect to one time
settlement with any Bank or Financial Institution
and no corporate insolvency resolution process was
initiated under the Insolvency and Bankruptcy Code,
2016, either by or against the Company, before
National Company Law Tribunal.

31. Change in Nature of Business

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

32. Other Confirmations

No application under the Insolvency and
Bankruptcy Code, 2016 (IBC) was made on the
Company during the year. Further, no proceeding
under the IBC was initiated or is pending as
at 31^st March 2025. There was no instance of
one time settlement with any Bank or Financial
Institution.

33. Acknowledgment

The Directors thank all Customers, Vendors,
Banks, State Governments and Investors for their
continued support to your Company’s performance
and growth. The Directors also wish to place on
record their appreciation of the contribution made
by all the employees of the Company in delivering
good performance during the year.