Your directors take pleasure in presenting their 45^th Annual Report together with the Audited Financial Statements for the year ending
on 31^st March 2025.

Operations and State of Affairs of the Company (h in lacs)

The above figures are extracted from the Standalone and Consolidated Financial statements prepared in accordance with Indian
Accounting Standards (Ind AS) as specified in the Companies (Indian Accounting Standards) Rules, 2015, read with Regulation 33
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Operations and Business

Key developments during the year of the Company are covered
in the Management Discussion and Analysis Report (MDAR) as
stipulated under the ("SEBI Listing Regulations”), is presented
in a separate section, which forms part of this Annual Report.

Subsidiary of the Company

Shaily Innovations Limited (Formerly known as Shaily (UK)
Limited), established in the United Kingdom as a Pvt. Ltd.
Company, is a wholly owned subsidiary of the Company.

Shaily Innovations Limited (Formerly known as Shaily (UK)
Limited) operates as a Design Centre and a Research &
Development division for varied medical and drug delivery
devices. A statement containing the salient features of the
Financial Statements of Shaily Innovations Limited (Formerly
known as Shaily (UK) Limited), as on 31^st March 2025 as
required under Section 129(3) of the Act forms part of this
report as Annexure - A.

In terms of the provisions of Section 136 of the Companies Act,
2013, the Annual Report of the Company, containing therein its
Standalone and Consolidated Financial Statements, is hosted
on the website of the Company at www.shaily.com. Audited
Annual Financial Statements of Shaily Innovations Limited

(Formerly known as Shaily (UK) Limited) as on 31^st March
2025, is available on the website of the Company at https://www.
shaily.com/investors/compliances-policies/shaily-uk-ltd-wholly-
owned-subsidiary.

During the year under review, Shaily Innovations Limited
(Formerly known as Shaily (UK) Limited) was the material
subsidiary of the Company as per the SEBI Listing Regulations.

The Company does not have any associate or joint
venture Company.

Shaily Innovations FZCO was incorporated in Dubai, UAE on
1^st January 2025. The Company is engaged in Design and
Development services for drug delivery device contracts.

Dividend

The Board of Directors recommended a final dividend of H2/-
(i.e.100%) per equity share consisting of total 4,59,55,093
equity shares of H2/- each aggregating to H9,19,10,186/- for
the year ending on 31^st March 2025. The Dividend for the year
ended 31^st March 2025 is subject to the approval of members
at the ensuring Annual General Meeting (AGM) to be held on
27^th September 2025 and will be paid within a statutory time, if
approved by the members at the above referred AGM.

Dividend Distribution Policy

In compliance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Board of Directors of the Company has adopted Dividend
Distribution Policy, which is placed at the website of the
Company https://static.shaily.com/ROo8JgnUQPiO3h8HqMY0-
dividend-distribution-policy-pdf

Transfer to Reserves

Pursuant to provisions of Section 134(3)(j) of the Companies
Act, 2013, the company has not proposed to transfer any
amount to the general reserves account of the company during
the year under review.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
read with Schedule V of the said regulations, Management
Discussion and Analysis is set out in this Annual report. Certain
statements in the said report may be forward-looking. Many
factors may affect actual results, which could be different from
what the Directors envisage in terms of future performance
and outlook.

Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo

The information required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, is annexed herewith as Annexure - B.

Cybersecurity

Investing in robust cybersecurity measures involves
implementing comprehensive, multi-layered defenses such as
firewalls, intrusion detection systems, MFA on users' level and
advanced encryption protocols. These measures are essential
to protect sensitive data from unauthorized access. Additionally,
conducting regular security audits and providing ongoing
employee awareness trainings are crucial. Since human error is
one of the most significant vulnerabilities, maintaining a vigilant
organizational posture through these practices is vital.

Utilization of funds from proceeds of Preferential Issue

During the Financial year, the Company has not raised any funds
through preferential allotment/ qualified institutional placement.
Hence, this is not applicable to the Company.

Directors & Key Managerial Personnel
Retirement by Rotation

As per the provisions of the Companies Act, 2013, Mrs. Tilottama
Sanghvi (DIN: 00190481), retires by rotation at the forthcoming
45^th Annual General Meeting of the Company and being eligible
offers herself of re-appointment.

Re-appointment of Whole Time Director

Mr. Mahendra Sanghvi (DIN:00084162) was reappointed as
an Executive Chairman of the Company, effective from 1^st April
2025, for a further period of three (3) years from 1^st April 2025
to 31^st March 2028 by the Board of Directors, at its meeting held
on 27^th July 2024, which was approved by the members at the
44^th Annual General Meeting of the Company.

Mr. Laxman Sanghvi (DIN: 00022977) was reappointed as an
Executive Director of the Company, effective from 1^st April 2025,
for a further period of three (3) years from 1^st April 2025 to 31^st
March 2028 by the Board of Directors, at its meeting held on
27^th July 2024, which was approved by the members at the 44^th
Annual General Meeting of the Company.

Re-appointment of Independent Director

Dr. Shailesh Ayyangar (DIN:00268076) was re-appointed as an
Independent Director of the Company, effective from 29^th May
2025 for the further period of five (5) years starting from 29^th
May 2025 to 28^th May 2030 by the Board of Directors at their
meeting held on 27^th July 2024, which was duly approved by the
members at the 44^th Annual General Meeting of the Company.

Cessation of Independent Director

Mr. Milin Mehta (DIN: 01297508) has ceased to be an
Independent Director w.e.f. 8^th November 2024 due to the
completion of his second term.

Key Managerial Personnel

As on 31^st March 2025, the Key Managerial Personnel of the
Company are Mr. Mahendra Sanghvi - Executive Chairman,
Mr. Laxman Sanghvi - Executive Director, Mrs. Tilottama Sanghvi

- Whole Time Director, Mr. Amit Sanghvi - Managing Director,
Mr. Paresh Jain - Chief Financial Officer and Mr. Harish Punwani

- Company Secretary & Compliance Officer, in accordance with
Section 203 of the Companies Act, 2013.

During the year under review, there were changes in Key
Managerial Personnel as outlined below:

1. Mr. Sanjay Shah was re-designated from the office of Chief
Financial Officer to Chief Strategy Officer of the Company,
effective from on 24^th May 2024.

2. Mr. Paresh Jain was appointed as Chief Financial Officer
with effect from 24^th May 2024.

3. Ms. Dimple Mehta resigned as Company Secretary
& Compliance Officer of the Company w.e.f. 20^th
November 2024.

4. Mr. Harish Punwani has been appointed as Company
Secretary and Compliance Officer of the Company w.e.f.
21^st November 2024.

Meetings of Board

The Board met five (5) times during the Financial Year. Details
of the meeting(s) are provided in the Corporate Governance

Report that forms part of this Annual Report. The maximum
interval between any two meetings did not exceed 120 days, as
prescribed in the Companies Act, 2013.

Policy on Nomination & Remuneration

The existing policy is to have an appropriate mix of Executive
and Non-executive and independent directors to maintain
the independence of the Board and separate its functions of
governance and management. As of 31^st March 2025, the Board
had a total of eight (8) members, four (4) of whom are Executive
directors and four (4) are Non-Executive Independent Directors.
The Board has two Women Directors, out of which one Woman
Director is an Executive Director and one-Woman Director is a
Non-executive Independent Director.

The policy of the Company on Directors' appointment and
remuneration, including criteria for determining qualifications,
positive attributes, independence of a director and other matters,
as required under sub-section (3) of Section 178 of the Companies
Act, 2013, in accordance with SEBI (Listing Obligations
and Disclosure Requirements), 2015, is available at our
website at https://static.shaily.com/NVmusaHvSkCkSxPngRsT-
sepl-nomination-remuneration-policy-pdf

Salient features of the Nomination & Remuneration Policy are
as under:

1. Setting out the objectives of the Policy

2. Definitions for the purpose of the Policy

3. Policy for appointment and removal of Directors, Key
Managerial Personnel and Senior Management.

4. Policy relating to the remuneration for the Directors, Key
Managerial Personnel, Senior Management Personnel and
other employees.

5. Remuneration to Non-Executive/Independent Directors.

We affirm that the remuneration paid to the Directors is as per
the terms laid out in the Nomination and Remuneration policy
of the Company.

Declaration by Independent Directors

The Independent Directors of the Company have given their
declaration to the Company that they meet the criteria of
independence as required under the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015.

Your Board of Directors confirms the integrity, expertise,
experience and proficiency of the Independent Directors of
the Company.

Familiarization Programme

All new Independent Directors inducted into the Board attend
an orientation program. At the time of the appointment of an
Independent Director, the Company issues a formal letter
of appointment outlining their role, function, duties and

responsibilities as an Independent Director. The format of the
letter of appointment is available on our website at

https://static.shaily.com/86x2nOBMRpWOW5up9Pa4-

specimen-letter-of-appointment-for-independent-director-pdf-

pdf

The Board members are provided with necessary reports,
internal policies, periodical plant visits to enable them to
familiarize with the Company's procedures and practices.

Periodic presentations are made at the meetings of the Board and
the committees, on business and performance updates, global
business environment, business strategy and risks involved.

The details of familiarization Programme for Independent
Directors are available at our website at https://shaily.com/
investors/compliances-policies/familiarization-programe

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board has carried out the annual performance
evaluation of the Board, its committees and of individual
directors on an evaluation framework by way of individual and
collective feedback from the Directors.

The framework includes the evaluation of Directors on various
parameters such as:

Ý Board dynamics and relationships.

Ý Information flows

Ý Decision - making.

Ý Company performance and strategy

Ý Tracking board and committee's effectiveness

Ý Peer evaluation

Based on the inputs from all the Directors on Board composition
and structure, effectiveness of Board processes, information,
and functioning, etc., evaluation of Board's performance was
done. The performance of the committees was also evaluated
by the Board after seeking input from the committee members
on composition, effectiveness of the committee and its meetings

In a separate meeting of Independent Directors, performance
of Non- Independent Directors and the Board as a whole was
evaluated, taking into account the views of Executive Directors
and Non- Executive Directors.

The Nomination & Remuneration Committee and the Board
reviewed the performance of individual directors on the basis of
criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues
to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.

The outcome of the Board Evaluation for F.Y. 2024-25 was
discussed by the Nomination and Remuneration Committee
and the Board at their respective meeting(s) held on 12^th May
2025 and 13^th May 2025 respectively.

Committees of the Board

The Board has five (5) committees, namely:

Ý Audit Committee

Ý Nomination & Remuneration Committee

Ý Stakeholders' Relationship Committee

Ý Corporate Social Responsibility Committee

Ý Risk Management Committee

A detailed note on the composition of the Board and its
committees is provided in the Corporate Governance Report,
which forms part of this Annual Report.

During the year, there were no instances where the Board has not
accepted recommendation(s) of any Committee of the Board.

Corporate Governance

The Company believes in adopting the best practices of Corporate
Governance. Corporate Governance Principles are enshrined in
the spirit of the Company, forming its core values. These guiding
principles are also articulated through the Company's code of
business conduct, corporate governance guidelines, charter of
various sub-committees and disclosure policy.

Report on Corporate Governance for F.Y. 2024-25 forms part of
this Annual Report.

Corporate Social Responsibility (CSR)

Being an Indian Company, we are motivated by the Indian ethos
of Dharma as a key plank for organizational self-realization.
The Company recognizes that its operations impact a wide
community of stakeholders, including investors, employees,
customers, business associates and local communities and
that appropriate attention to the fulfilment of its corporate
responsibilities can enhance overall performance. The Company
continues its CSR spend towards support to local initiatives,
health/medical and education sector, sanitation/cleanliness,
Rural Development and such varied activities towards Corporate
Social Responsibility initiatives.

In compliance with the requirements of Section 135 of the Act,
the Company has laid down a CSR Policy. The composition of the
Committee, contents of CSR Policy and report on CSR activities
undertaken during FY 2024-25 in the format prescribed under
the Companies (Corporate Social Responsibility Policy) Rules,
2014 is annexed herewith as Annexure - C.

Annual Return

A copy of the draft Annual Return as required under Section
92(3) of the Act has been placed on the website of the Company.
The web-link as required under Section 134(3)(a) of the Act is
as under.

https://static.shaily.com/UM7VCyjRbag8BffHUMR-draft-mgt-7-

website-pdf

Particulars of Employees and related disclosures

Disclosures 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, is
annexed herewith as Annexure - D.

A statement showing the names and particulars of the
employees falling within the purview of Rule 5(2) and 5(3) of the
aforesaid rules are provided in the Annual Report. The Annual
Report is being sent to the members of the Company excluding
the aforesaid information. The said information is available
for inspection at the Registered Office of the Company during
working hours and the same will be furnished on request in
writing to the members.

Audit Reports

The Independent Auditors' Report on Standalone and
Consolidated Financial Statements for F.Y. 2024-25 does not
contain any qualification, reservation or adverse remark. The
Independent Auditors' Report is enclosed with the Financial
Statements in this Annual Report.

The Secretarial Auditors' Report for F.Y. 2024-25 does not
contain any qualification, reservation or adverse remark. The
Secretarial Auditors' Report is enclosed as Annexure - E to the
Board's Report in this Annual Report.

As required under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the certificate from M/s.
Samdani Shah & Kabra, Secretarial Auditors of the Company,
confirming compliance with the conditions of Corporate
Governance as stipulated under the SEBI Listing Regulations,
2015 is enclosed with the Corporate Governance Report in this
Annual Report.

The Company has obtained Certificate from M/s. Samdani
Shah & Kabra, Company Secretaries, Secretarial Auditors of the
Company regarding Non-disqualification of Directors, which is
enclosed with the Corporate Governance Report in this Annual
Report. Accordingly, none of the Directors are disqualified.

Reporting of fraud by auditors

During the F.Y. 2024-25, neither of the auditors viz., Statutory
Auditors, Secretarial & Corporate Governance Auditors, Internal
Auditors and nor Cost Auditors have reported to the Audit
Committee, under Section 143(12) of the Companies Act, 2013,
any instances of fraud committed against the Company by its
officers or employees.

Auditors

Statutory Auditors

The Board has reappointed M/s B SR and Co., Chartered
Accountants (Firm Registration number 128510W) for its 2^nd
term for the period of 5 years i.e. up to the conclusion of 48^th
Annual General Meeting to be held for the adoption of accounts

for the financial year ending 31^st March 2028, subject to
approval of members at the ensuing Annual General Meeting.

As the Companies (Amendment) Act, 2017 has done away
with the requirement of ratification at every Annual General
Meeting, no ratification for the appointment is required. There
is no qualification or adverse remark in the Auditors' report. As
regards the comments made in the Auditors' Report, the Board
is of the opinion that the same are self-explanatory and do not
require further clarification.

Secretarial Auditors

Pursuant to Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ('Listing
Regulations') read with Section 204 of the Companies Act, 2013
and Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (as amended from
time to time), the board has proposed and recommended to
the members for approval in the forthcoming Annual General
Meeting ("AGM"), the appointment of M/s. Samdani Shah
& Kabra, Company Secretaries, (Firm Registration Number:
P2008GJ016300) ('Secretarial Audit Firm'), as Secretarial
Auditors of the Company, , to undertake the Secretarial Audit of
the Company for the period of Five (05) consecutive Financial
Years from 2025-26 till 2029-30.

M/s. Samdani Shah and Kabra, Practicing Company Secretaries,
has granted their consent and confirmed their eligibility for the
proposed appointment.

The Report on the Secretarial Audit is part of this annual report.

Cost Auditors

M/s Y.S. Thakar & Co., Cost Accountants, Vadodara are
appointed as Cost Auditors of the Company to conduct an audit
of cost records of the Company for F.Y. 2025-26.

Based upon the declaration on their eligibility, consent and
terms of engagement, the Board at its meeting held on 13^th May
2025, has appointed the Cost Auditors, and recommends the
ratification of remuneration to be paid to the Cost Auditors for
F.Y. 2025-26 to the shareholders of the Company.

Maintenance of Cost Records as specified by the Central
Government under Section 148(1) of the Companies Act, 2013
is applicable to the Company and accordingly such accounts &
records are prepared and maintained, as required, from time
to time.

Internal Auditors

M/s Shah Jain & Hindocha, Chartered Accountants, based at
Vadodara, are appointed as Internal Auditors of the Company
to conduct an internal audit of the Company for F.Y. 2025-26.

Based upon the declaration on their eligibility, consent and
terms of engagement, the Board at its meeting held on 13^th May
2025, has appointed the Internal Auditors for F.Y. 2025-26.

Business Responsibility and Sustainability Report

Report on Business Responsibility and Sustainability, in the
format as prescribed by the Securities and Exchange Board
of India, forms part of the Board's Report and annexed at
Annexure - F.

Policy on Business Responsibility and Sustainability Reporting
is available on the Company website at weblink https://static.
shaily.com/2KfgCI1USEm3mfq4QcmR-brsr-policy-pdf

Risk Management

The Company has a mechanism in place to identify, assess,
monitor and mitigate various risks to key business objectives.
Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a
continuing basis. These risks along with the ways to mitigate
them have been discussed at the meetings of the Risk
Management Committee, Audit Committee and the Board of
Directors of the Company.

The Risk Management Policy of the Company consists of
various risks associated and plans to mitigate the same. The
Risk Management Policy of the Company is available on the
website of the Company at weblink https://static.shaily.com/
xPWCj6xeT06ZOyzinzhU-sepl-risk-management-policy-pdf

Vigil Mechanism

The Company has a well-defined "Whistle Blower Policy" and has
established a robust Vigil Mechanism for reporting of concerns
raised by employees and to provide for adequate safeguards
against victimization of Directors and employees who follow
such mechanism and has also made provision for direct access
to the Chairman of Audit Committee in appropriate cases.

The Vigil Mechanism Policy of the Company is available
on the Company's website at weblink https://static.shaily.
com/6YQbFHzPS1eqWAVJ3sIk-sepl-vigil-mechanism-policy-pdf

Internal Financial control & its adequacy

The Company's internal control procedures, which include
internal financial controls, ensure compliance with various
policies, practices and statutes and keep in view the organization's
pace of growth and increasing complexity of operations. The
internal auditors team carries out extensive audits throughout
the year across all plants and functional areas and submits its
reports to the Audit Committee of the Board of Directors.

Shares Capital and Debt Structure
a. Share Capital

During the year under review the Total Authorized Share
Capital is H16,00,00,000 (Rupees Sixteen Crores only)
comprising of 8,00,00,000 (Eight Crores only) Equity Shares
of H2/- (Rupees Two only) each and paid-up, issued and
subscribed share capital of the company is H9,19,10,186/-

(Rupees Nine Crore Nineteen Lacs Ten Thousand One
Hundred and Eighty-Six Only).

b. Employees Stock Option Plan

As on financial year ended on 31^st March 2025, the
Company has one employees stock option plan i.e. Shaily
Employee Stock Option Plan 2019 ("ESOP 2019”). In
accordance with the terms of ESOP 2019, options may be
granted to employees of the Company which gives them
rights to receive equity share of the Company having face
value of H2/-(Rupees Two) each on vesting.

The Company confirms that the ESOP 2019, is in compliance
with SEBI (Share Based Employee Benefits) Regulations, 2014
('SBEB Regulations, 2014') and amended as per SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021
(SBEB Regulations 2021) in the meetings held on 8^th February
2023.There has been no change in the Scheme except
regulatory amendments as per SBEB Regulations 2021.

Details pursuant to Rule 12(9) of the Companies (Share Capital
and Debentures) Rules, 2014 are given hereunder:

Further, the details as required to be disclosed under Regulation
14 of the SBEB Regulations, 2014 can be accessed at https://
static.shaily.com/bFHflKXqQdKptRfRyVCw-esop-note-as-per-
sebi-sbeb-regulations-pdf and ESOP plan of the Company can be
accessed at https://static.shaily.com/jmyTYJj5T926hB5E73oh-
sepl-esop-revised-pdf

During the period under review, the Company has allotted Equity
Shares to the Eligible Employees of the Company under ESOP
2019 as follows:

A certificate from the Secretarial Auditors of the Company that the
Scheme has been implemented in accordance with SEBI (Share
Based Employee Benefits) Regulations 2021 and the resolution
passed by the members, shall be placed at the ensuing Annual
General Meeting for inspection of the members electronically.

Insurance

All the properties and assets of the Company are adequately
insured.

Code of Conduct

The Board of Directors has laid down a Code of Conduct
applicable to the Board of Directors and Senior management
which is available on Company's website at link https://static.
shaily.com/cMYU8HxLROCTpPOhnvld-1-sepl-code-of-conduct-
pdf. All Board members and senior management personnel
have affirmed compliance with the Code of Conduct.

Insider Trading Policy

As required under the Insider Trading Policy Regulations of
SEBI and amendments thereto, your directors have framed the
Insider Trading Regulations and Code of Internal Procedures
and Conducts for Regulating, Monitoring and Reporting of
Trading by Insider as well as Code of Practices and Procedures
for Fair Disclosure of Unpublished Sensitive Information. The
same is also posted on the website of the Company at https://
static.shaily.com/F2TbeyTQUSlpi9dJNyRg-code-of-conduct-
fro-insider-trading-pdf.

Nomination And Remuneration Policy

The Board has, on the recommendation of the Nomination &
Remuneration Committee, framed and adopted a policy for the
selection and appointment of Directors, Senior Management
and their remuneration. The Remuneration Policy on the
appointment and remuneration of Directors and Key Managerial
Personnel provides a framework based on which our human
resources management aligns their recruitment plans for
the strategic growth of the Company. The policy is available
on website of the Company at https://static.shaily.com/
NVmusaHvSkCkSxPngRsT-sepl-nomination-remuneration-
policy-pdf.

Contracts & Arrangements with Related Parties

All contracts/arrangements entered into by the Company during
the Financial Year with related parties were in an ordinary course
of business and on an arm's length basis. During the year,

the Company did not enter into any contracts/arrangements/
transactions with related parties which could be considered
material. Hence, there is no information to be provided as
required under Section 134(3)(h) of the Act read with Rule 8(2)
of the Companies (Accounts) Rules, 2014.

The Directors draw attention to the members to Note No. 33 to
the Standalone and Consolidated Financial Statements in this
Annual Report, which sets out related party disclosures.

Particulars of Loans, Guarantees or Investments

Loans, guarantees and investments covered under Section
186 of the Companies Act, 2013 form part of the Notes to the
Financial Statements provided in this Annual Report.

Deposits

The Company has not accepted deposits from the public falling
within the ambit of section 73 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014.
Therefore, the requirement of applicable laws and regulations
for disclosure of details of deposits under section 134(3)
(q) of the Companies Act, 2013 and rule made thereunder is
not applicable.

Secretarial Standards

The Company complies with all the applicable Secretarial
Standards issued by The Institute of Company Secretaries
of India.

Obligation of Company under Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

The Company strongly believes in providing a safe and
harassment-free workplace for each individual working for the
Company. The Company has in place a Policy against Sexual
Harassment at workplace in line with the requirement of Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 ('POSH Act'). An Internal Complaints
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 policy is available on the website of the Company at https://
static.shaily.com/Mh3QjKaT3CWqAFWt9bnK-sepl-hr-010-anti-
sexual-harrasment-policy-pdf

The Company has complied with the provisions relating to the
constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

In terms of Section 22 of the POSH Act, we report that during the
reporting period, no complaints were received by the Company
under the said Act.

Compliance with Maternity Benefit Act:

The Company has duly complied with the provisions of the
Maternity Benefit Act, 1961 and its amendments. All eligible
women employees have been extended the maternity benefits

as prescribed under the Act. The Company has also ensured
adherence to provisions relating to maternity leave, nursing
breaks, and creche facilities.

Material Changes and commitments

There have been no material changes and commitments from
the close of F.Y. 31^st March 2025 till the date of the Board's
report, which may affect the financial position of the Company.

Change in the nature of business

There has been no change in business of the Company.

Significant/material orders passed by Regulators/
courts/tribunal

There are no significant and material orders passed by the
Regulators or Courts or Tribunals that may impact the going
concern status of the Company's operations in future.

Green Initiative

45^th Annual General Meeting

Electronic copies of the Annual Report 2024-25 and the Notice
of the 45^th Annual General Meeting are being sent to all members
whose email addresses are registered with the Registrar & Share
Transfer Agents (RTA) of the Company /Depository participant(s).

It is hereby requested to all the shareholders to kindly update
your email address with your Depository Participant in case
shares are held in Demat and with the Company's Registrar
and Transfer Agent in case shares are held physically to ensure
timely receipt of required information.

The regulatory authorities i.e. Ministry of Corporate Affairs
(“MCA”) has vide its General Circular (GC) No. 20/2020 dated
5^th May 2020 read with GC No.14/2020 dated 8^th April 2020, GC
No. 17/2020 dated 13^th April 2020 and GC No. 09/2024 dated
19^th September 2024 and the Securities and Exchange Board
of India vide its its Master Circular no. SEBI/HO/CFD/PoD2/
CIR/P/2023/120 dated 11^th July 2023 and Circular No. SEBI/
HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 03^rd October 2024
permitted the Companies for holding of the Annual General
Meeting (“AGM”) through Video Conferencing/Other Audio
Visual Means (“VC/ OAVM”), without the physical presence
of the Members at a common venue up to 30^th September
2025. Accordingly, in compliance with the provisions of the
Companies Act, 2013 (“Act”), SEBI (LODR) Regulations, 2015
(“SEBI Listing Regulations”) and MCA Circulars, the AGM of the
Company is being held through VC / OAVM, without the physical
presence of the members at a common venue.

Details of the meeting and the facility are provided in the Notice
of the 45^th Annual General Meeting.

Application(s) made/proceedings pending under the
Insolvency and Bankruptcy Code, 2016

The Company has neither made any application(s) nor any
proceedings pending against the company under the Insolvency
and Bankruptcy Code, 2016.

General Disclosures:

The Company does not have any scheme of provision for the
purchase of its own shares by employees or by trustees for the
benefit of employees.

The Managing Director and the Whole Time Directors during F.Y.
2024-25 have not received any amount as commission from
the Company.

The Managing Director and the Whole Time Directors during
F.Y. 2024-25 have not received any commission/ remuneration
from the Subsidiary Company. The Company does not have any
Holding Company.

During F.Y. 2024-25, there was no instance of one-time
settlement with any Bank or Financial institution. Hence, the
disclosure requirement in the context is not applicable.

Directors’ Responsibility Statement

In terms of the provisions of the Companies Act 2013, the
Directors confirm that.

Ý In preparation of the annual accounts for the F.Y. ended
31^st March 2025, the applicable accounting standards
have been followed along with proper explanation relating
to material departures, if any.

Ý They have selected such accounting policies and applied
them consistently and made judgements and estimates 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 profit and loss of the Company for
that period.

Ý They have taken proper and sufficient care towards the
maintenance of adequate accounting records in accordance
with the provisions of this Act, for safeguarding the assets

of the Company and for preventing and detecting fraud and
other irregularities.

Ý They have prepared the annual accounts on a going-
concern basis.

Ý They have laid down internal financial controls to be
followed by the Company, which are adequate and are
operating effectively; and

They have devised proper systems to ensure compliance with
the provisions of all applicable laws and such systems are
adequate and operating effectively.

Acknowledgements

We thank our customers, vendors, investors and bankers for
their continued support during the year. We place on record
our appreciation of the contribution made by our employees at
all levels. Our consistent growth is made possible by their hard
work, solidarity, cooperation and support.

We also thank our suppliers, customers, business partners and
others associated with the Company. We look upon them as
partners in its progress. It will be Company's endeavor to build
and nurture strong links with the trade based on mutuality of
benefits, respect to and co- operation with each other, consistent
with consumer interests and looks upon all the stakeholders for
their continued support in future.

For and on behalf of the Board of Directors
Mahendra Sanghvi

Place: Vadodara Executive Chairman

Date: 11^th August 2025 DIN: 00084162