The Board of Directors of the Company has the pleasure in presenting the Seventh (7^th)
Annual Report of the Company for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The financial performance on the basis of Standalone & Consolidated Financial
Statements for the Financial year ended March 31, 2025 is summarized as below:

(? in Lakhs )

PERFORMANCE

The annexed Management Discussion and Analysis Report forms part of this report
and covers, amongst other matters, the performance of the Company during the
Financial Year 2024-25 as well as the future outlook.

CAPITAL STRUCTURE

As on the Financial Year ended 31^st March, 2025, the:

• Authorized Share Capital

The Authorized Share Capital of the Company is INR 9,10,00,000/- (Indian Rupees
Nine Crores Ten Lakhs Only) divided into 90,50,000 Equity Shares of INR 10/- (Indian
Rupees Ten Only) each and 5,000 10% Cumulative Redeemable Preference shares of
INR 100/- (Indian Rupees Hundred Only) each.

• Paid-Up Share Capital

The Paid up Equity Share capital as at 31^st March, 2025 stood at INR 3,04,66,050/-
(Indian Rupees Three Crores Four Lakhs Sixty-Six Thousand Fifty Only) comprising of
30,46,605 Equity Shares of Face Value INR 10/- (Indian Rupees Ten Only) each.

During the year under review, the Company had not issued shares with differential
voting right neither granted stock option nor sweat equity. Further the Company had
not issued any debenture bonds and any nonconvertible securities.

The Company's equity shares are listed with the Bombay Stock Exchange i.e. BSE
Limited and the ISIN of the Company is "INE07G501017".

REDEMPTION OF PREFERENCE SHARES

During the financial year the Company had redeemed the 8 (Eight) Unlisted 10% fully
paid-up Cumulative Redeemable Preference Shares of INR. 100/- each (Indian Rupees
One Hundred only) and has extinguished the ISINs related to such Preference Shares.

As on financial year ended the issued and paid-up preference share capital of the
Company is nil.

DIVIDEND

During the financial year under review, INR 10/- (Indian Rupees Ten Only) each was
paid as dividend to the Preference Shareholders of the Company. However, the
dividend for equity shares is not recommended by Board of directors.

TRANSFER TO RESERVES

During the financial year the Company has transferred Rs. 800/- (Rupees Eight
Hundred only) to the Capital Redemption Reserve on the redemption of preference
shares.

SHIFTING OF REGISTERED OFFICE

During the financial year 2024-25 the registered office of the Company had shifted from
State of Tamil Nadu to the State of Gujarat (within the jurisdiction of Registrar of
Companies, Ahmedabad) vide the order dated 18^th February, 2025 of the Regional
Director (Southern Region), Chennai, Tamil Nadu and the approval of ROC
Ahmedabad is received during the current financial year as on 07^th April, 2025.

The New Address of Registered Office of the Company is as follows-

Near Kala Ghoda Circle, Sayajiganj,

Vadodara, Gujarat- 390020 IN.

SHIFTING OF PLACE AT WHICH THE BOOKS OF ACCOUNT ARE
MAINTAINED

During the year 2024-25 the place of maintain of Books of Account of the Company
had shifted from Amber Convention Centre, Bypass Rd, Near Best Price, Hare Krishna
Vihar, Nipania, Indore (MP)-452010 to H/1 Scheme No 54, Vijay Nagar Indore Madhya
Pradesh 452010.

ANNUAL RETURN

As provided under Sections 92(3) and 134(3)(a) of the Act, read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, as amended from time to
time, the draft Annual Return of your Company in Form MGT-7 for the Financial Year
2024-25 is hosted on the website of your Company at - https:/ / shplpune.com/ wp-
content/uploads/2025/08/Annual Return 2024-25.pdf

REVISION IN FINANCIAL STATEMENTS OR BOARDS' REPORT UNDER
SECTION 131 (1) OF THE COMPANIES ACT, 2013

In terms of Section 131 of the Act, the Financial Statements and Board's Report are in
compliance with the provisions of Section 129 or Section 134 of the Act and that no
revision has been made during any of the three preceding financial years.

NUMBER OF MEETINGS OF THE BOARD, ITS COMMITTEE AND AGM

The Board meets at regular intervals to discuss and decide on business policy and
strategy apart from other Board business. The notice of Board Meeting is given well in
advance to all the Directors. The agenda of the Board/ Committee meetings are
circulated at least 7 days prior to the date of the meeting. The agenda for the Board and
Committee meetings include detailed notes on the items to be discussed at the meeting
to enable the Directors to take an informed decision.

The details of the number of meetings of the Board and its Committees held during the
Financial Year 2024-25 forms part of the Corporate Governance Report. Further,
Annual General Meeting of the Company for Financial year 2023-24 was held on Friday
12^th July, 2024

During the year 2024-25, your company conducted a postal ballot for the passing of
certain agenda items. The details of the postal ballot, including the resolutions put forth
and the voting results are included in Corporate Governance Report, which forms an
integral part of annual report.

DEPOSITS

Your Company has not accepted deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits)
Rules, 2014 and there were no remaining unclaimed deposits as on 31^st March, 2025.
Further, the Company has not accepted any deposit or loans in contravention of the
provisions of the Chapter V of the Companies Act, 2013 and the Rules made there
under.

DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS

Pursuant to Section 2(31) Read with Rule 2(1)(c)(viii) of Companies (Acceptance of
Deposits) Rules, 2014, (including any statutory modification or re-enactment thereof
for the time being in force), the Company had not received any unsecured loan from
directors during the financial year.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES OF THE COMPANY

The Company is having one Wholly Owned Subsidiary Company named Super
Civiltech Private Limited (CIN: U55101MP2015PTC033751). Further, the Company
does not have any associate or joint venture company at the beginning or closing or
any time during the year 2024-25. There are no companies which become/ceased to be
subsidiaries during the year of your Company.

A separate statement containing salient features of the Financial Statement of the
Subsidiary in the prescribed Form AOC-1 are annexed to this Report as Annexure-1
and hence is not repeated here for sake of brevity.

In accordance with fourth proviso of Section 136(1) of the Companies Act, 2013, the
Annual Report of the Company, containing therein its standalone and the consolidated
financial statements has been placed on the website of the Company
www.shplpune.com . Further, as per fifth proviso of the said section, audited annual
accounts of the subsidiary company have also been placed on the website of the
Company https:/ / shplpune.com/ investors/ #1719593223548-333c5fb0-13da There
has been no material change in the nature of the business of the subsidiary company.

In terms of Section 136 of the Companies Act, 2013 ('the Act'), Financial Statement of
the subsidiary company is not required to be sent to the members of the Company. The
Company shall provide a copy of the annual accounts of its subsidiary company to the
members of the Company on their request. The annual accounts of its subsidiary
company will also be kept open for inspection at the registered office of the Company
during business hours.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in enclosing the Consolidated Financial Statements
pursuant to the requirement of Section 129 of the Companies Act, 2013 and Regulation
33 and Regulation 34 of the SEBI Listing Regulations, read with other applicable
provisions and prepared in accordance with applicable IND AS, for financial year
ended March 31, 2025. The Consolidated Financial Statements form part of this Annual
Report.

A Report on the performance and financial position of the subsidiary company
included in the Consolidated Financial Statements and their contribution to the overall
performance of the Company is provided in Form AOC-1 and forms integral part of
this Annual Report.

DETAILS OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors and Key Managerial Personnel ("KMP") of
the Company is in accordance with the provision of Section 149, 203 of the Companies

Act, 2013 and Regulation 17 of the SEBI Listing Regulations, with an appropriate
combination of Executive, Non-Executive and Independent Directors.

The details of the Directors and KMP of the Company as on March 31, 2025, are given
herein below:

• Mr. Goverdhan Singh Panwar resigned from the post of Chief Financial Officer of the
Company w.e.f 05^th June, 2025.

The Board members are highly qualified with the strong varied experience in the
relevant field of the business activities of the Company which plays significant roles
for the business policy and decision making process and provide guidance to the
executive management to discharge their functions effectively.

• CHANGES IN BOARD OF DIRECTORS/KMPs

During the financial year 2024-25 following changes have been made in the
composition of Board of Directors and KMPs of the company:

• Mr. Goverdhan Singh Panwar was appointed as a Chief Financial Officer of the
Company by the Board of Directors w. e. f. 14^th January, 2025 at the board meeting
held on 14^th January, 2025 and resigned from the post of Chief Financial Officer of
the company w.e.f 05^th June, 2025.

• Mrs. Arpita Jain resigned from the post of Chief Financial Officer of the company
w.e.f 17^th October, 2024.

• Ms. Kajal Jain was appointed as a Company Secretary and Compliance Officer of
the Company by the Board of Directors w. e. f. 29^th May, 2024 at the Board Meeting
held on 29^th May, 2024.

• Ms. Kamya Jain resigned from the post of Company Secretary and Compliance
Officer of the Company w. e. f. 03^rd April,2024.

• DIRECTORS LIABLE TO RETIRE BY ROTATION SEEKING RE-APPOINTMENT

Mr. Raoof Razak Dhanani (DIN: 00174654) Non-executive Director of the Company is
liable to retire by rotation at the ensuing 7^th Annual General Meeting and being
eligible offers himself for re-appointment. Your Directors recommend passing
necessary resolution as proposed in the Item No. 3 of the Notice of the Annual General
Meeting

• DISQUALIFICATIONS OF DIRECTORS

During the year declarations were received from the Directors of the Company
pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and
found that none of the director is disqualified for holding office as director.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given their declarations as required under Section
149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI Listing Regulations
that they meet the criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations as amended
from time to time along with a declaration of compliance of sub-rule (1) and sub- rule
(2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,
2014.

Further in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent
Directors have confirmed that they are not aware of any circumstance or situation
which exists or may be reasonably anticipated that could impair or impact their ability
to discharge their duties with an objective independent judgment and without any
external influence and that they are independent of the Management. The Board of
Directors of the Company have taken on record the declaration and confirmation
submitted by the Independent Directors after undertaking due assessment of the
veracity of the same.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, Independent Directors of
the Company have confirmed that they have registered themselves with the databank
maintained by The Indian Institute of Corporate Affairs ("IICA"). The Independent
Directors, except who is exempt, have also cleared online proficiency self-assessment
test conducted by the IICA within a period of 2 (two) years from the date of inclusion
of their names in the data bank.

The Board is of the opinion that the Independent Directors of the Company hold
highest standards of integrity and possess requisite expertise and experience required
to fulfil their duties as Independent Directors.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

Your Company has familiarised the Independent Directors, with regard to their roles,
rights, responsibilities, nature of the industry in which your Company operates, the
business model of your Company etc. The Familiarisation Programme was imparted
to the Independent Directors during the meetings of the Board of Directors.

The Familiarisation Programme for Independent Directors is uploaded on the website
of your Company, and is accessible at: https:// shplpune.com/wp-
content/uploads/2025/01/5.-Familiarization programme for Independent directors-1.pdf

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year under review. The meeting was
conducted on 14^th January, 2025 in an informal manner without the presence of the
Whole-Time Director and Non-Executive Non Independent Directors of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework and testing of internal financial controls and compliance
systems established and maintained by the Company, work performed by the internal,
statutory, and secretarial auditors and external agencies, including audit of internal
financial controls over financial reporting by the Statutory Auditors and the reviews
performed by Management and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company's internal financial controls
were adequate and effective during the financial year 2024-25.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, confirm that: -

a) in the preparation of the accounts for the Financial Year ended 31^st March, 2025, the
applicable Accounting Standards have been followed along with proper
explanation relating to material departures, if any;

b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were reasonable and prudent in order to
give a true and fair view of the state of affairs of your Company at the end of the
Financial Year and of the profit of your Company for the Financial Year ended 31^st
March, 2025;

c) the Directors have taken proper and sufficient care to the best of their knowledge
and ability for the maintenance of adequate accounting records in accordance with
the provisions of the Act, for safeguarding the assets of your Company and for
preventing and detecting fraud and other irregularities;

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

e) the Directors have laid down internal financial controls for your Company which
it believes are adequate and are operating effectively; and

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

A statement to the effect is annexed here to as 'Annexure-2' forming part of this Annual
Report.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has various committees which have been constituted as a part of the
good corporate governance practices and the same are in compliance with the
requirements of the relevant provisions of applicable laws and statutes. Your
Company has an adequately qualified and experienced Audit Committee, Nomination
and Remuneration Committee and Stakeholders Relationship Committee.

The details with respect to the composition, powers, roles, terms of reference, meetings
held and attendance of the Directors at such Meetings of the relevant Committees are
given in the Report on Corporate Governance of the Company which forms part of this
Annual Report.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

In accordance with Section 178 of the Act with Rule 6 of Companies (Meetings of Board
and its Powers) Rules, 2014 and Regulation 19 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has constituted a
Nomination and Remuneration Committee ("NRC"), details of which has been
disclosed in the Corporate Governance Report forming part of this Annual Report and
your Company has also formulated a Nomination and Remuneration Policy ("NRC
Policy") in accordance with Section 178(3) of the Companies Act, 2013 for appointment
and remuneration of Directors, Key Managerial Personnel (KMP) and senior
management personnel, salient features of which are hereunder:

• NRC shall identify potential candidates who are qualified to become Directors and
who may be appointed in senior management in accordance with the criteria laid down
in the NRC Policy and to recommend the Board for their appointment and removal;

• NRC shall formulate the criteria for determining qualifications, positive attributes
and independence of a Director and recommend to the Board a NRC Policy, relating
to the remuneration for the directors, key managerial personnel and other senior
management person;

• NRC shall carry out an annual evaluation process of the Board performance and its
Committees;

• NRC Policy contains provisions regarding retirement and the Board shall have the
discretion in retain the Director, KMP, Senior Management Personnel in the same
position/remuneration or otherwise even after attaining the retirement age, upon the
recommendation of the NRC for the benefit of the Company;

• NRC policy ensures that the level and composition of remuneration is reasonable
and sufficient to attract, retain, motivate and promote talent to run the Company
successfully and ensures long term sustainability of talented managerial persons and
create competitive advantage;

• NRC policy ensures relationship of remuneration to performance is clear and shall
directly linked to their effort, performance, dedication and achievement relating to the
Company's operations;

• NRC shall recommend remuneration for KMP (except WTD/MD) and Senior
Management Personnel on the basis of the role and position of the individual
employee, including professional experience, responsibility, job complexity and
market conditions.

As per Section 134(3) and 178(4) of the Act, the web link of Nomination and
Remuneration Policy of the Company is https:// shplpune.com/wp-
content/uploads/2025/06/8 Nomination and Remuneration Policy.pdf .

STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL
EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN
PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations,
the Board of Directors have carried out an annual performance evaluation of its own
performance, its Committees, the Directors individually including Independent
Directors (where in the concerned Director being evaluated did not participate) based
on the criteria and framework adopted by the Board. The Directors were satisfied with
the evaluation results, which reflected the overall engagement of the Individual
Directors, the Board as a whole and its Committees with the Company. The Board

approved the evaluation results as collated by Nomination and Remuneration
Committee ("NRC").

The Board considered and discussed the inputs received from the Directors. Also, the
Independent Directors at their meeting held on 14^th January, 2025 reviewed the
following:

• Performance of Non-Independent Directors and the Board and the Committee as a
whole

• Performance of the Chairperson of the Company.

• Assessed the quality, quantity and timeliness of flow of information between the
Company's management and the Board, which is necessary for the Board to
effectively and reasonably perform their duties.

The Independent Directors has also expressed their satisfaction with overall
functioning and implementations of their suggestions

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by the
Nomination and Remuneration committee. An indicative list of factors that may be
evaluated include participation and contribution by a director, commitment, effective
deployment of knowledge and expertise, effective management of relationship with
stakeholders, integrity and maintenance of confidentiality and independence of
behaviour and judgments.

Statement with regard to integrity, expertise and experience of the independent
director appointed during the year.

In the opinion of the Board, all our Independent Directors possess requisite
qualifications, experience, expertise and hold high standards of integrity for the
purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186 OF THE
COMPANIES ACT 2013

Provisions of Section 186 of the Companies Act, 2013 for loans given, investments
made or guarantees or security provided is not applicable on your Company, being in
exempt list for providing infrastructural facilities in terms of Schedule VI of the Act.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTY

In line of the requirements of the Companies Act, 2013 and the SEBI Listing
Regulations, the Company has developed a Policy on dealing with related party
transactions, Standard Operating Procedures for purpose of identification and
monitoring of such transactions.

The policy of RPT is available on the Company's website https: / /shplpune.com/wp-
content/uploads/2025/05/Related Party Transaction Policy pune.pdf .

During the year under review, all related party transactions entered into by the
Company, were approved by the Audit Committee and were at arm's length and in
the ordinary course of business. Prior omnibus approval is obtained for related party
transactions which are of repetitive nature and entered in the ordinary course of
business and on an arm's length basis. There was no material related party contracts
entered into by the Company during the year under review. Accordingly, the
disclosure of related party transactions as required under Section 134(3)(h) of the Act
in Form AOC-2 is not applicable to the Company for FY 2024-25 and hence does not
form part of this report.

Details of related party transactions entered into by the Company, in terms of
Companies Act, 2013 and IndAS-24 have been disclosed in the notes to the financial
statement forming part of this Annual Report 2024-25.

PROHIBITION OF INSIDER TRADING

The Company had in place a mechanism to avoid Insider Trading and abusive self¬
dealing in the securities of the Company by the Directors of the Company and other
designated persons.

For the above mentioned purpose, the Company has established systems and
procedures to prohibit insider trading activity and has framed a Code of Conduct to
Regulate, Monitor and Report trading by insiders and Code of Fair Practices and
Procedures for disclosure of Unpublished Price Sensitive Information (UPSI) ("Code
of Conduct") as per the requirements of SEBI (Prohibition of Insider Trading)
Regulations, 2015 (PIT Regulations), which prohibits the Directors of the Company and
other designated persons to deal in the securities of the Company on the basis of any
UPSI, available to them by virtue of their position in the Company. The objective of
this Code of Conduct is to prevent misuse of any UPSI and prohibit any insider trading
activity, in order to protect the interest of the shareholders at large.

A report on compliance of Minimum Standards for Code of Conduct and details of
violation are placed before the Board on annual basis.

The Code of conduct are available on the website of the Company at

https: / /shplpune.com/wp-content/uploads/2025/05/Code-of-Conduct-to-Regulate-Monitor-and-
Report-Trading-by Insiders.pdf

https://shplpune.com/wp-content/uploads/2025/05/Code-of-Practices-and-Procedures-for-Fair-
Disclosure-of-UPSI.pdf .

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption and foreign
exchange earnings and outgo, as required under sub-section (3)(m) of Section 134 of
the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014
are given as under:

(A) Conservation of Energy:

i) The steps taken or impact on conservation of energy: - Considering the nature of
activities in which the Company operates, energy consumption is in accordance to the
normal business practices and does not require any specific installations.

ii) the steps taken by the company for utilizing alternate sources of energy: - The
Company has used alternate source of energy, whenever and to the extent possible

iii) The capital investment on energy conservation equipment's: - Nil

(B) Technology Absorption:

(i) The efforts made towards technology absorption: The business activities of the
Company are not specific to any technology requirements.

(ii) The benefits derived like product improvement, cost reduction,product
development or import substitution: Not Applicable.

(iii) In case of imported technology (imported during the last three years reckoned
from the beginning of the Financial Year): - The Company has neither purchased
within India nor imported any technology.

(iv) The expenditure incurred on Research and Development: - The Company has not
incurred any expenditure on Research and Development during the year under
review.

(C) Foreign exchange earnings and Outgo:

(Rs. In Lakhs)

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL
CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has established an adequate system of internal financial controls, with
documented procedures covering all corporate functions and hotel operating units.
Internal financial controls provide:

• reasonable assurance regarding the effectiveness and efficiency of operations;

• the adequacy of safeguards for assets;

• assurance regarding reliability of financial statements;

• the reliability of financial controls and compliance with applicable laws and
regulations.

The internal audit process provides a positive assurance to the Company about the
internal financial control, it converges process framework, risk and control matrix and
a scoring matrix, covering all critical and important functions inter-alia revenue
management, hotel operations, purchase, finance, human resources and safety. It
ensures that all the transactions are authorized, recorded and reported correctly and
assets are safeguarded and protected against loss from unauthorized use or
disposition.

Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the Internal,
Statutory and Secretarial Auditors and external consultants and the reviews performed
by management and the relevant Board Committees, including the Audit Committee,
the Board is of the opinion that the Company's internal financial controls were
adequate and effective during Financial Year 2024-25.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In the Financial Year 2023-24, the average net profit of the Company exceeded the
limits as prescribed under Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 and thus the
provisions of Corporate Social Responsibility (CSR) becomes applicable to the
Company for the Financial Year 2024-25.

During the financial year ended 31st March, 2025 the Company has spent Rs.
14,60,600/- (Fourteen Lakh Sixty Thousand Six Hundred Only) on CSR activity in
accordance with Rule 8 of the Companies (Corporate Social Responsibility Policy)
Rules, 2014. Further, detailed information report on the CSR policy and the CSR
initiatives taken during financial year 2024-25 is given in Annexure-3.

The Board of Directors formulated a Corporate Social Responsibility (CSR) Policy for
your Company. The policy encompasses the Company's philosophy for delineating
its responsibility as a corporate citizen and lays down the guidelines and mechanism

for undertaking socially useful programs for welfare & sustainable development of
the community at large. CSR Policy is placed on the Company's website at

https://shplpune.com/wp-content/uploads/2025/06/11 Corporate Social Responsibility Policy.pdf

Pursuant to provisions of Section 135(9) of the Companies Act 2013, where the amount
to be spent by a company under sub-section (5) of Section 135 does not exceed Rs. 50
lakhs, the requirement under sub-section (1) of Section 135 of the Companies Act 2013,
constitution of the Corporate Social Responsibility Committee shall not be applicable
and the functions of such Committee provided under this section shall, in such cases,
be discharged by the Board of Directors of such company. At present company is not
required to constitute any CSR committee as amount to be spent in CSR is less than 50
Lakhs.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN
EMPLOYEE'S REMUNERATION AND PARTICULARS OF EMPLOYEES

The Board of Directors affirms that the remuneration paid to Directors, senior
management and other employees is in accordance with the remuneration policy of
the Company.

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with
the Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended up to date, is annexed as Annexure- 4 and forms
an integral part of the Board Report.

None of the employee of the company is drawing more than Rs. 102.00 Lakhs per
annum or Rs.8.50 Lakhs per month for the part of the year, during the year under
review. Therefore, Particulars of the employees as required under Section 197 of
Companies Act, 2013 read with rule 5(2) & rule 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are not applicable during the year
under review.

Details of top ten employees in terms of the remuneration and employees in receipt of
remuneration as prescribed under rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details
prescribed under rule 5(3) of the said rules, will be made available to any member on
request, as per provisions of section 136(1) of the Act.

Pursuant to Section 197(14) of the Companies Act, 2013 the Whole Time Director of the
Company does not receive any remuneration or commission from any of its
subsidiaries.

REPORT ON CORPORATE GOVERNANCE

Your Company has been practicing the principles of good corporate governance and
is committed to maintain high standards of the corporate ethics and professionalism.
The tenets of inclusiveness and transparency are integral part of our corporate
governance practices.

As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a
separate section on "Corporate Governance Practices" followed by the Company
together with a certificate from the Statutory Auditors of the Company confirming
compliance with the conditions of the Corporate Governance, forms part of the Annual
Report.

Further the Company has obtained a certificate from the M/s K.L. Vyas & Co.,
Chartered Accountants, (F.R.No.003289C), Statutory Auditors of the Company
regarding compliance with the conditions of Corporate Governance as stipulated in
terms of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, 2015
and the same is annexed as "Annexure-5".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Regulation 34(2)(e) read with Para B Schedule V of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Management's Discussion and Analysis Report on Company's performance - industry
trends and other material changes with respect to the Company and its subsidiaries,
wherever applicable, forms part of this Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a robust vigil mechanism through its Whistle Blower Policy
approved and adopted by Board of Directors of the Company in compliance with the
provisions of Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of
the SEBI Listing Regulations. The Policy also provides adequate protection to the
Directors and employees who report unethical practices and irregularities from any
victimization on raising of concerns of any violations of legal or regulatory
requirements, incorrect or misrepresentation of any financial statements and reports,
etc.

The purpose of this policy is to provide a framework to protect employees wishing to
raise a concern about serious irregularities within the Company. It is affirmed that no
personnel of the Company have been denied to access to the Chairman of Audit
Committee.

The Vigil Mechanism/Whistle Blower Policy of the Company can be accessed on the
Company's website at the

https://shplpune.com/wp-content/uploads/2025/06/10 Whistle Blower Vigil Mechanism Policy.pdf

During the year under review no protected disclosure from any Whistle Blower was
received by the designated officer under the Vigil Mechanism.

AUDITORS

(A) STATUTORY AUDITORS:

The Auditors, M/ s K.L. Vyas & Co., Chartered Accountants, (F.R.No.003289C) were
appointed with your approval at the 6^th AGM held on 12^th July, 2024 for a second term
of consecutive period of five years to hold the office till the conclusion of the 11^th AGM
to be held in the Year 2029.

The Report given by the Auditors on the financial statements of the Company is part
of this Annual Report. There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their report. Further, the auditors have not found
any fraud as required to be reported by them under Section 143(12) of the Companies
Act, 2013 to the Central Government during the year 2024-25.

(B) SECRETARIAL AUDITORS:

The Board of Directors had appointed M/s Reena Bansal & Associates as Practicing
Company Secretaries (COP No. 8348) in accordance with provisions of Section 204 of
the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 to conduct Secretarial Audit and Annual
Secretarial Compliance Report for the financial year 2024-25 whose report is attached
separately to this report as "Annexure -6" of this Report.

Pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 your directors
recommended the name of M/s Reena Bansal & Associates Practicing Company
Secretaries (COP No. 8348) to be appointed as Secretarial Auditors for a term of five
years from the conclusion of 7^th AGM till the conclusion of 12^th AGM to be held in the
Year 2030.

There is no qualification, reservation or adverse remark or disclaimer in Secretarial
Audit report.

The Company has undertaken an audit for the year ended 31^st March, 2025, pursuant
to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 for all applicable compliances as per the said Regulations. The
Annual Secretarial Compliance Report duly signed by Mrs. Reena Bansal, Practising
Company Secretary is available on the website of the Company at

https://shplpune.com/wp-content/uploads/2025/05/Annual-Secretarial-Compliance-Report-F.Y.-
2024-25.pdf

(C) COST AUDITOR AND RECORDS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, amended time to time, the provision regarding Cost
Audit and Records was not applicable to the Company during the year 2024-25.

WHOLE TIME DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

In terms of Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Whole-Time
Director and Chief Financial Officer of the Company have issued a certificate
authenticating Financial Statements for the financial year 2024-25, which provides a
true and fair view of the affairs of the Company and the said certificate was reviewed
and taken on record by the Board.

The said Certificate is annexed as "Annexure - 7". Since there's no CEO in the
Company, therefore certificate is taken from WTD and CFO of the Company.

CODE OF CONDUCT

Regulation 17(5) of the SEBI Listing Regulations, 2015 requires listed companies to lay
down a Code of Conduct for its Directors and senior management, incorporating
duties of Directors as laid down in the Companies Act, 2013. The Company has
adopted Code of Conduct for all Directors and Senior Management of the Company
and the same has been hosted on the website of the company at https://shplpune.com/wp-
content/uploads/2025/08/12. Code of Conduct for Board and Senior Management.pdf.

All Directors and Senior Management personnel have affirmed compliance with the
Code for 2024-25. Declaration on adherence to the code of conduct is forming part of
the Corporate Governance Report.

STATEMENT FOR RISK MANAGEMENT POLICY AND INTERNAL
ADEQUACY

The Company has its Risk Management Policy which is reviewed by the Board of
Directors of the Company and the Audit Committee of Company from time to time so
that management controls the risk through a structured network. The main objective
of this policy is to ensure sustainable business growth with stability and to promote a
proactive approach in reporting, evaluating and resolving risks associated with the
business. In order to achieve the key objectives, the policy establishes a structured and
methodical approach to risk management, in order to guide decisions on risk related
issues. The Audit Committee has additional oversight in the area of financial risks and
controls.

The major risks identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. The Board is entrusted with the task
of monitoring and reviewing the Risk Management Plan and procedures of the
Company. This acts as a supplement to the Internal Control Mechanism and Audit
function of the Company. The Company has in place Risk Management Policy
formulated in accordance with the provisions of Section 134(3)(n) of the Act, which is
available at https://shplpune.com/wp-content/uploads/2025/06/7 Risk Management Policy.pdf

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRING AFTER BALANCE SHEET DATE

There have been no material changes and commitments, affecting the financial position
of the Company which occurred between the end of the financial year 2024-25 to which
the financial statements relate and the date of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a policy and framework for employees to report sexual harassment
cases at workplace and our process ensures complete anonymity and confidentiality
of information. The said policy can be accessible through https:/ / shplpune.com/ wp-
content/uploads/2025/06/3 Policy on Sexual Harassment.pdf

The Company has zero tolerance towards sexual harassment at the workplace and
towards this end, has adopted a policy in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules thereunder. All employees (permanent, contractual, temporary, trainees)
are covered under the said policy. Internal Complaints Committee has also been set up
unit wise to redress complaints received on sexual harassment. The constitution of
POSH Committee is as follows:

Sayaji Pune Unit:

Effotel Vadodara Unit:

Further, 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.

The details related to sexual harassment reported during the year are: -

STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF
THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961

Your Company is in compliance with all the relevant provisions relating to the
Maternity Benefit Act 1961. The company ensures that all applicable rights and benefits
under the Act are provided to eligible female employees in accordance with the
statutory guidelines.

DEMATERIALIZATION OF SHARES AND LIQUIDITY

The Company's shares are compulsorily traded in dematerialized form on BSE
Limited. The Company have connectivity with the depositories viz. National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL),
as prescribed by the Securities and Exchange Board of India. Equity shares of the
Company representing 100% of the Company's equity share capital are dematerialized
as on 31^st March, 2025. Under the Depository System, the International Securities
Identification Number (BIN) allotted to the Company's shares is INE07G501017.

PAYMENT OF LISTING FEE AND CUSTODIAL FEE

Your Company has paid both Annual Listing Fee and Annual Custodial Fee for the
Financial Year 2025-26 to the BSE Limited and to the depository's i.e. National
Securities and Depositories Limited (NSDL) and Central Depository Services (India)
Limited (CDSL) respectively.

POLICIES

The Company has adopted various policies under the Companies Act, 2013, SEBI
(Prohibition of Insider Trading) Regulations, 2015, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and other applicable laws.

All the policies are amended as required from time to time and are available at the
Company's website under Investor's head which can be accessed through link:
https:/ / shplpune.com/investors/

PAYMENT OF LISTING FEE AND CUSTODIAL FEE

Your Company has paid both Annual Listing Fee and Annual Custodial Fee for the
Financial Year 2024-25 and 2025-26 to the BSE Limited and to the depositories, i.e.,
National Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL) respectively.

COMPLIANCE OF SECRETARIAL STANDARD

Your Company is in compliance of with the applicable Secretarial Standards, issued by
the Institute of Company Secretaries of India and approved by the Central Government
under Section 118(10) of the Companies Act, 2013.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS WHICH IMPACT THE GOING CONCERN STATUS
AND THE COMPANY'S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators, Courts, Tribunals
which would impact the going concern status of the Company and its future
operations.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions/events on these items during the year
under review:

> Company has not issued equity shares with differential rights as to dividend,
voting or otherwise.

> As on 31^st March 2025, none of the Directors of the company hold instruments
convertible into equity shares of the Company.

> Company has not issued any Shares (including Sweat Equity Shares) to
employees of the Company under any Scheme and also not made any Stock
Option Schemes.

> Voting rights which are not directly exercised by the employees in respect of
shares for the subscription/ purchase of which loan was given by the Company
(as there is no scheme pursuant to which such persons can beneficially hold
shares as envisaged under Section 67(3)(c) of the Companies Act, 2013).

> There has been no change in the nature of business of your Company.

> The Business Responsibility and Sustainability Report on the environmental,
social and governance disclosures, as required under Regulation 34(2) of the SEBI
Listing Regulations, is not applicable to your Company for the financial year
ending 31^st March, 2025.

> No application was made or any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 during the year in respect of your Company.

> There was no one-time settlement of loan obtained from the Banks or Financial
Institutions.

ACKNOWLEDGEMENT AND APPRECIATION

The Board of Directors of your Company wish to express their deep gratitude towards
the valuable co-operation and support received from the various Ministries and
Departments of Government of India, various State Governments, the Banks/Financial
Institutions and shareholders. Further, the Board places its special appreciation for the
cooperation and continued support extended by employees of the Company at all
levels.

For and on behalf of Board of Directors

Sd/- Sd/-

Abhay Chintaman Chaudhari Raoof Razak Dhanani

Chairman and Independent Director Director

DIN: 06726836 DIN: 00174654

Date: 12^th August, 2025
Place: Indore