Your Board of Directors (‘the Board’) are pleased to present the 13^th Annual Report of Shanti Gold International Limited (‘the
Company’) along with the Audited Financial Statements for the financial year ended March 31, 2026.

1. CORPORATE OVERVIEW AND GENERAL INFORMATION

The Company was originally formed as a partnership firm under the Indian Partnership Act, 1932, under the name and style
of “M/s. Shanti Gold”. Subsequently, the partnership firm, was converted into a public limited company under the provisions
of the Companies Act, 1956, with the name “Shanti Gold International Limited” pursuant to certificate of incorporation dated
November 01, 2013, issued by Central Registration Centre, Registrar of Companies.

On August 01, 2025, the Company successfully completed the Initial Public Offering (IPO) process and the equity shares of
the Company were listed on the National Stock Exchange of India Limited (“NSE”) and the BSE Limited (“BSE”).

2. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended March 31, 2026 along with previous financial year is
summarized below:

3. FINANCIAL PERFORMANCE OF THE COMPANY

The revenue from operations of the Company is H 20,187.09 million during the current FY 2025-26 as against H 11,064.07
million in FY 2024-25, reflecting an 82.46% increase. The profit after tax (“PAT ”) for FY 2025-26 attributable to shareholders
was H 1,401.54 million as against H 541.05 million in FY 2024-25.

The Earning per share stood at H 21.22 (Basic) and H 21.22 (Diluted) in FY 2025-26 as compared to H 10.02 (Basic) and H 10.02
(Diluted) in FY 2024-25.

The Financial Statements for the financial year ended March 31, 2026 have been prepared in accordance with the accounting
principles generally accepted in India, including the Indian Accounting Standards (IND AS) specified under Section 133 of the
Companies Act, 2013 (‘the Act’) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. During
the year, the Company voluntarily changed its accounting policy for inventory valuation from the First-In-First-Out (FIFO)
method to the Weighted Average Cost (WAC) method, upon recommendation of the Audit Committee, in accordance with Ind
AS 8, applied retrospectively with effect from April 01, 2024.

4. RATIO ANALYSIS

5. TRANSFER TO RESERVES

During the year under review, no amount was transferred
to any reserves.

6. TRANSFER OF UNCLAIMED DIVIDEND
TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

The Company has not declared any dividend in the
preceding financial years. Accordingly, during the year
under review, there was no unpaid or unclaimed dividend
required to be transferred to the Unpaid Dividend
Account, and no amount was due for transfer to the
Investor Education and Protection Fund under Section
125 of the Act.

7. DIVIDEND

With the intention of ploughing back the profits of the
Company, the Board does not recommend any dividend
for the current year.

8. REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the
year under review.

Change in Accounting Policy

The Board of Directors of Shanti Gold International
Limited (‘the Company’), at its meeting held on May 11,
2026, upon recommendation of the Audit Committee,
approved a voluntary change in the accounting policy for
inventory valuation from the First-In-First-Out (FIFO)
method to the Weighted Average Cost (WAC) method.

This change has been undertaken in accordance with
Ind AS 8, with a view to ensuring that the financial
statements present more reliable and relevant information.
The adoption of the WAC method is expected to better
reflect the blended cost of inventories, improve cost and
revenue matching, and align the Company’s practices
with prevailing industry norms. The change has been
applied retrospectively with effect from April 01, 2024, as
mandated under Ind AS 8, and the comparative figures for

the financial year 2024-25 have been restated accordingly.
This change constitutes a change in accounting policy
under Ind AS 8 and does not amount to a revision of
financial statements under Section 131 of the Act.

9. SHARE CAPITALAuthorised Share Capital:

As on March 31, 2026, the Authorised Share Capital of the
Company is H 80,00,00,000 (Rupees Eighty Crores only)
consisting of 8,00,00,000 (Eight Crores) Equity Shares
of H 10/- each.

Issued, subscribed and paid-up Share Capital:

During the year under review, the following changes took
place in the issued, subscribed and paid-up Share Capital
of the Company:

Increase in issued, subscribed and paid-up Share Capital
on account of IPO: During the year, the Company issued
and allotted 1,80,96,000 (One Crore Eighty Lakhs Ninety-
Six Thousand) shares of H 10/- each at an issue price of
H 199/- per share, on July 30, 2025, pursuant to the fresh
issue under IPO and accordingly, the issued, subscribed
and paid-up Share Capital of the Company has increased
from H 54,00,00,000/- (Rupees Fifty-Four Crores only)
divided into 5,40,00,000 (Five Crores Forty Lakhs) shares
of H 10/- each to H 72,09,60,000 (Rupees Seventy-Two
Crores Nine Lakhs Sixty Thousand only) divided into
7,20,96,000 (Seven Crores Twenty Lakhs Ninety-Six
Thousand) shares of H 10/- each.

Accordingly, as on March 31, 2026, the issued,
subscribed and paid-up Share Capital of the Company is
H 72,09,60,000 (Rupees Seventy-Two Crores Nine Lakhs
and Sixty Thousand only) consisting of 7,20,96,000
(Seven Crores Twenty Lakhs and Ninety-Six Thousand)
shares of H 10/- each.

Rights Issue

Subsequent to the close of the financial year, the Board of
Directors of the Company, at its meeting held on June 30,
2026, approved the offer and issuance of equity shares by
way of a Rights Issue for an amount of H 99,83,46,265/-.

Subsequently, the Board of Directors, in its meeting held
on July 31, 2026, approved the Rights Issue of 46,43,471
fully paid-up Equity Shares of face value of H 10/- each for
cash at a price of H 215 per share (including a premium of
H 205 per equity share), aggregating to H 99,83,46,265/- on
a rights basis to the eligible equity shareholders.

The Rights Issue shares were offered in the ratio of 19
Rights Equity Share for every 295 fully paid-up equity
shares held by eligible shareholders as on the record date,

i.e., August 06, 2026.

The Rights Issue opened on August 14, 2026, and closed
on August 21, 2026. Upon successful completion on
August 21, 2026, and allotment of Rights Equity Shares,
on August 24, 2026, as on the date of this Report, the
post-issue paid-up share capital of the Company stands
increased to H 76,73,94,710 (Rupees Seventy-Six Crores
Seventy-Three Lakhs Ninety-Four Thousand and Seven
Hundred and Ten only) comprising 7,67,39,471 (Seven
Crores Sixty-Seven Lakhs Thirty Nine Thousand Four
Hundred and Seventy-One) Equity Shares of face value
of H 10/- each.

10. UTILISATION OF IPO PROCEEDS

In terms of Regulation 32 of Securities and Exchange
Board of India (Listing Obligation and Disclosure
Requirements) Regulations, 2015, (hereinafter referred to
as “Listing Regulations”) a Listed Entity is required to
report Deviation and Variation with respect to funds raised
through Public Issue, Rights Issue or Preferential Issue.

Accordingly, following the Company’s IPO and listing
of its shares on August 01, 2025, the Company appointed
Acuite Ratings & Research Limited as the Monitoring
Agency to monitor the utilisation of IPO proceeds in
accordance with the applicable provisions of the Listing
Regulations and other relevant regulatory requirements.

The Company confirms that there has been no deviation
or variation in the utilisation of the proceeds from the IPO
from the objects stated in the Offer Document as on the
date of this report. The Monitoring Agency Reports for
all applicable quarters have been duly submitted to the
stock exchanges, within the prescribed timelines and in
compliance with Regulation 32 of the Listing Regulations.

The Company raised aggregate gross proceeds of H 360.11 Crore through its IPO. The status of utilisation of proceeds as at
March 31, 2026 is as under:

11. OPERATIONS/ STATE OF COMPANY’S
AFFAIRS

The Company is a manufacturer of high-quality 22 Kt
CZ (22-karat gold studded with Cubic Zirconia) casting
gold jewellery. The operations/ state of the Company’s
affairs/ nature of business forms part of the Management
Discussion and Analysis Report forming part of
the Annual Report.

12. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the
nature of business of the Company.

13. MATERIAL CHANGES AND

COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY
WHICH OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR OF THE
COMPANY AND THE DATE OF THE REPORT

1. The Company commenced the commercial
production at its new manufacturing facility situated
at Ground to 3^rd Floor, Plot No. 1, Compartment
No. 5, Marol Co-operative Industrial Estate, Vasanji
Road, Andheri (East), Mumbai - 400059, with effect
from June 08, 2026, which shall increase the annual
capacity by 4,000 kg per annum (approx.).

2. Subsequent to the closure of the financial year, the
Company undertook fund raising activity by issue of
Equity shares by way of Rights Issue resulting in a
fund infusion of H 99,83,46,265/- into the Company
pursuant to the allotment of 46,43,471 Rights
Equity Shares dated August 24, 2026.The proceeds
from the Rights Issue shall be primarily utilized
towards funding working capital requirements of
our Company. The Company has appointed Acuite
Ratings & Research Limited as the Monitoring
Agency in this regard who shall monitor the utilisation
and deviation of proceeds from the Rights Issue.

3. Subsequent to the closure of the financial year, the
Company incorporated a wholly owned subsidiary
at Dubai, United Arab Emirates, viz. Shanti Gold
Jewellery Trading L.L.C. S.O.C., on May 13, 2026,
to support the Company’s international business.

Except for the above, there were no material transactions
affecting the financial position of the Company during the
period from the end of the financial year and until the date
of this report.

14. SIGNIFICANT AND MATERIAL ORDER
PASSED BY THE REGULATOR OR COURT

The Company received listing and trading approval for its
IPO of equity shares from the National Stock Exchange
of India Limited (NSE) and BSE Limited (BSE), dated
July 31, 2025.

No other significant or material orders were passed by
any regulator or court affecting the going concern status
of the Company.

15. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

Your Company has no Subsidiary, Joint Venture and
Associate Companies as on March 31,2026. Subsequent to
the close of the financial year, the Company incorporated a
wholly owned subsidiary at Dubai, United Arab Emirates,
viz. Shanti Gold Jewellery Trading L.L.C. S.O.C., on
May 13, 2026. The said subsidiary will accordingly be
consolidated with effect from the financial year 2026-27.

16. CREDIT RATING

The Company has been rated by CARE Ratings Limited (“CARE”) vide its letter dated January 22, 2026 for its Bank
Facilities as follows:

The disclosures relating to the aforementioned credit
ratings were made to the Stock Exchanges and the
same is available on the website of the Company at
www. shantigold.in

17. CORPORATE GOVERNANCE

The Report on Corporate Governance, pursuant to the
provisions of Regulation 34 read with Part C of Schedule
V of Listing Regulations on the operations of the
Company, as required under the Listing Regulations forms
an integral part of this Annual Report.

18. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

The Report on Management Discussion and Analysis,
pursuant to the provisions of Regulation 34 read with Part
B of Schedule V of Listing Regulations on the operations
of the Company, as required under the Listing Regulations
is provided in a separate section and forms an integral part
of this Annual Report.

19. BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORTING (BRSR)

The Listing Regulations stipulate that the top 1000
listed companies by market capitalization must include
a Business Responsibility & Sustainability Report
(BRSR) in their Annual Report. This requirement aims
to enhance transparency and accountability regarding the
environmental, social and governance (ESG) practices of
these companies. However, the Company is not ranked
among the top 1000 listed entities for the FY 2025-26.
Consequently, the company is not required to include the
BRSR in the Annual Report for this period.

20. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As on March 31, 2026, the Company has 6 (Six) Directors
with an optimum combination of Executive and Non¬
Executive Directors including 2 (Two) Independent
Women Directors. The Board comprises of 4 (Four)
Non-Executive Directors, out of which 3 (Three) are

Independent Directors. During the year under review,
the Board met 15 (Fifteen) times, the details of which are
mentioned in the Corporate Governance Report which
forms an integral part of this Report.

During the year under review, the Non-Executive
Directors of the Company had no pecuniary relationship
or transactions with the Company, other than sitting fees
and reimbursement of expenses, if any.

A) Changes in Directorship and Key Managerial
Personnel (‘KMP’):

During the year under review, there were no new
appointments to the Board of Directors or Key
Managerial Personnel. However, the following changes
took place in the composition of the Board of Directors
and Key Managerial Personnel of the Company:

Re-appointment of Managing Director and
Whole-Time Director:

Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors,
at its meeting held on March 19, 2026, approved the
re-appointment of Mr. Pankajkumar Jagawat (DIN:
01843846) as Managing Director for a further period of
5 years with effect from September 01, 2026 to August
31, 2031. The Board also approved the re-appointment
of Mr. Manojkumar Jain (DIN: 01817027) as Whole¬
Time Director for a further period of 5 (five) years with
effect from September 01, 2026 to August 31, 2031
along with an increase in remuneration payable to both
Directors, effective February 01, 2026. The aforesaid
re-appointments and the revisions in remuneration were
subsequently approved by the shareholders through a
Postal Ballot on April 25, 2026.

Accordingly, the composition of the Board of
Directors and Key Managerial Personnel of the
Company as on March 31,2026 is mentioned as under:

B) Retire by Rotation and subsequent re¬
appointment:

In accordance with the provisions of Section 152 of
the Act read with the Articles of Association of the
Company, Mr. Shashank Jagawat, Director (DIN:
01824609), shall be liable to retire by rotation at the
ensuing Annual General Meeting and being eligible,
offers himself for re-appointment. The Nomination
and Remuneration Committee and the Board has
recommended his re-appointment.

Pursuant to Regulation 36 of the Listing Regulations
read with Secretarial Standards- II on General
Meetings necessary details of Directors appointed
on the Board of the Company are provided as an
‘ Annexure- II’ to the notice of the AGM.

C) Remuneration / Commission drawn from
Holding / Subsidiary Company:

None of the Directors of the Company have drawn
any remuneration/commission from the Company’s
Holding Company/ Subsidiary Companies.

D) Director(s) Disclosure

Based on the declarations and confirmations
received from the Directors, none of the Directors of
the Company are disqualified from being appointed/
continuing as Directors of the Company.

A certificate of non-disqualification of directors
obtained from M/s. MNB & Co. LLP, Practising
Company Secretaries is provided as ‘Annexure II’
to the Report on Corporate Governance.

E) Declaration by Independent Directors:

The Company has received the necessary
declarations from each of the Independent Director
under Section 149(7) of the Act, that he/she meets
the criteria of independence laid down in Section
149(6) of the Act and Regulations 16(1)(b) and
25(8) of the SEBI Listing Regulations and there has
been no change in the circumstances which may
affect their status as Independent Director during
the year. The Company has also received from them
declaration of compliance of Rule 6 (1) & (2) of
the Companies (Appointment and Qualifications of
Directors) Rules, 2014, regarding online registration
with the “Indian Institute of Corporate Affairs” at
Manesar, for inclusion of name in the data bank of
Independent Directors.

F) Familiarisation Programme for Independent
Directors:

The Company has conducted Familiarisation
Programmes for the Independent Directors of
the Company covering the matters specified in
Regulation 25(7) of the Listing Regulations. The
details of the training and familiarisation programme
are provided in the Corporate Governance Report

and is also available website of the Company at:
https://shantigold.in

G) Annual Evaluation of Directors, Committees
and Board:

Pursuant to the provisions of the Act and as per the
Listing Regulations, the Board of Directors carried
out annual performance evaluation of its own
performance, the directors individually as well as the
working of its Committees.

The performance of the Board as a whole and of its
Committees was evaluated by the Board through
structured questionnaire which covered various
aspects such as the composition and quality, meetings
and procedures, contribution to Board processes,
effectiveness of the functions allocated, relationship
with management, professional development,
adequacy, appropriateness and timeliness of
information etc.

Taking into consideration the responses received
from the Individual Directors to the questionnaire,
performance of the Board and its Committees was
evaluated. The Directors expressed their satisfaction
with the evaluation process.

In the opinion of the Board, the Independent
Directors of the Company possess relevant expertise
and experience (including proficiency).

H) Independent Directors Meeting:

In terms of requirements of Schedule IV of the Act, 1
(One) meeting of the Independent Directors was held
without the presence of the Chairman, the Managing
Director or other Non-Independent Director(s) or
any other Management Personnel on Thursday,
March 19, 2026.

The Independent Directors reviewed the performance
of Non-Independent Directors, Committees of the
Board and the Board as a whole along with the
performance of the Chairman of the Company and
assessed the quality, quantity and timeliness of flow
of information between the management and the
Board that is necessary for the Board to effectively
and reasonably perform their duties.

Performance evaluation of Independent Directors
was done by the entire Board, excluding the
Independent Director being evaluated.

I) Statement regarding opinion of the Board with
regard to integrity, expertise and experience
(including the proficiency) of the Independent
Directors appointed during the year:

No Independent Director was appointed during the
year under review. In respect of the Independent
Directors continuing on the Board, and with regard
to their integrity, expertise and experience (including
the proficiency), the Board of Directors have

taken on record the declarations and confirmations
submitted by the Independent Directors and is of the
opinion that each Independent Director is a person
of integrity and possesses relevant expertise and
experience and his/her continued association as
Director will be of immense benefit and in the best
interest of the Company.

Regarding proficiency of the Independent Directors,
ascertained from the online proficiency self¬
assessment test conducted by the institute, as
notified under sub-section (1) of section 150 of the
Act, the Board of Directors have taken on record the
information submitted by Independent Director that
he/she has complied with the applicable laws.

21. MEETINGS OF THE BOARD:

During the year, 15 (fifteen) Board Meetings were
convened and held, the details of which are given in the
Corporate Governance Report, forming an integral part
of this Annual Report. The intervening gap between the
Meetings was within the period prescribed under the
Companies Act, 2013 and the Listing Regulations.

22. COMMITTEES OF THE BOARD:

The Company has constituted various Board level
committees in accordance with the requirements of the Act
and the Listing Regulations. The Board has the following
committees as under:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders’ Relationship Committee

• Risk Management Committee

Details of the above Committees alongwith composition
and meetings held during the year under review are
provided in the Corporate Governance Report forming
part of this Report.

23. POLICIES

A) Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the
Act read with Rule 7 of the Companies (Meetings
of Board and its Powers) Rules, 2014, and in
accordance with Regulation 22 of the Listing
Regulations, the Company had adopted ‘Vigil
Mechanism/ Whistle Blower Policy’ for Directors,
Employees and other Stakeholders of the Company
to report concerns about unethical behaviour.
The policy provides a mechanism, which ensures
adequate safeguards to Employees, Directors and
other stakeholders from any victimisation on raising
concerns of any violations of legal or regulatory
requirements, incorrect or misrepresentation of any,

financial statements and reports, and so on. The
employees of the Company have the right/option to
report their concern/grievance to the Chairman of the
Audit Committee.

The Policy provides for adequate safeguards
against victimization of employees who avail of
the mechanism and also provides for direct access
to the Chairperson of the Audit Committee. It is
affirmed that no personnel of the Company have
been denied access to the Audit Committee and the
Company has not received any complaints during the
financial year 2025-26.

B) Nomination and Remuneration Policy

In compliance with the requirements of Act and
Rules made thereunder, the Company has framed
a Nomination and Remuneration Policy for its
Directors, Key Managerial Personnel, Functional
Heads and other employees of the Company.

Salient Features of the Nomination &
Remuneration Policy

• Criteria for identifying and appointing
qualified Directors, KMPs and Senior
Management Personnel.

• Framework for determining qualifications,
positive attributes and independence of
Directors, including Independent Directors.

• Performance evaluation mechanism for
the Board, Directors, KMPs and Senior
Management Personnel.

• Remuneration structure designed to attract,
retain and motivate competent professionals
and aligned with performance and long-term
business objectives.

• Remuneration considers responsibilities,
experience, skills, individual performance and
the Company''s overall performance.

• Policy on Board diversity and succession
planning for leadership positions.

• Oversight by the Nomination and Remuneration
Committee, including recommendations on
appointment, remuneration, continuation
and removal of Directors and Senior
Management Personnel.

• Administration of employee stock
option schemes (where applicable) and
ensuring compliance with applicable
regulatory requirements.

• Provision for periodic review and amendment of
the Policy to ensure compliance with statutory
and regulatory requirements.

C) CSR Policy

In accordance with Section 135 of the Act, as
amended read with the Notification issued by the
Ministry of Corporate Affairs and the rules made
thereunder, the Company has formulated a Corporate
Social Responsibility Policy, a brief outline of
which, along with the required disclosures, is given
in ‘ Annexure - A’ to this Report.

D) Risk Management Policy

The Company has prepared a Risk Management
policy to identify and evaluate the internal and
external risks and opportunities in particular financial,
operational, sectoral, sustainability, information
and cyber security risks. Risk Management Policy
enables the Company to proactively manage
uncertainties and changes in the internal and external
environment to limit negative impacts and capitalize
on opportunities.

All the aforementioned Policies are posted on the
Company’s website and may be accessed at https://
shantigold.in/policies-and-codes/

E) Dividend Distribution Policy

The Company has adopted a Dividend Distribution
policy in terms of Regulation 43A of SEBI Listing
Regulations which is available on the Company’s
website can be accessed at https://shantigold.in/
policies-and-codes/

24. CORPORATE SOCIAL RESPONSIBILITY

The Company remains committed to its CSR initiatives
and has been carrying out CSR activities in terms of
Section 135 read with Schedule VII of the Act and the
Companies (CSR Policy) Rules, 2014.

The Company has in place a Corporate Social
Responsibility policy as per the Act and the same is
available on the website of the Company at https://
shantigold.in/policies-and-codes/

The annual report on the Corporate Social Responsibility
Activities is set out in ‘ Annexure -A’ to this Report.

25. REMUNERATION OF DIRECTORS AND
EMPLOYEES

Disclosures pertaining to remuneration and other details
of directors and employees as required under Section
197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are annexed to the Report as ‘Annexure - B’
to this Report.

Further, for the details of employee remuneration as
required under provisions of Section 197 of the Act read
with Rule 5(2) & 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,

the members may write to the Company Secretary in this
regard at [email protected].

26. PARTICULARS OF LOANS, GUARANTEES
OR INVESTMENTS MADE UNDER
SECTION 186 OF THE ACT

Pursuant to Section 186 of the Act and Schedule V of the
Listing Regulations, disclosure on particulars relating
to Loans, Advances, Guarantees and Investments are
provided as part of the financial statements.

27. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES

All contracts or arrangements or transactions entered by
the Company with the Related Parties during the financial
year were in compliance with the applicable provisions of
the Act. All such contracts or arrangements, were entered
into in the ordinary course of business and at arm’s length
basis and approved by the Audit Committee.

Further, there were no material contracts or arrangements
or transactions entered by the Company with the Related
Parties during the financial year. Therefore, the Form
AOC-2 is not applicable to the Company.

28. RISK MANAGEMENT

Risk management is an integral part of the business
practice of the Company. The Company has a Risk
Management framework to identify, evaluate business
risks and opportunities. This framework seeks to create
transparency, minimize adverse impact on the business
objectives and enhance the Company''s competitive
advantage. The Company is well aware of risks inherent
to the gold jewellery manufacturing and trading sector,
including commodity price risk, working capital risk, and
concentration risk, and has put in place mechanisms to
mitigate these through timely action. The risk assessment
and mitigation procedures are periodically updated to the
Board through the Risk Management Committee.

To ensure protection of shareholder value through
the establishment of an integrated Risk Management
Framework for identifying, assessing, mitigating,
monitoring, evaluating and reporting of all risks and
to continually strive towards strengthening the Risk
Management System through continuous learning and
improvement, the company, in accordance with the
provisions of the Act and Listing Regulations has:

• Formulated a risk management policy which is
available on the website of the company at www.
shantigold.in .

• Constituted a Risk Management Committee, the
details of which are provided in the Corporate
Governance Report forming part of this Report.

In the opinion of the Board, there are no elements of
risk identified which, in its assessment, may threaten the
existence of the Company.

29. INTERNAL FINANCIAL CONTROLS AND
THEIR ADEQUACY

Internal Financial Controls are an integral part of the
risk management process which in turn is a part of
Corporate Governance addressing financial and financial
reporting risks. The Internal Financial Controls have been
documented and embedded in the business processes.
The Company’s approach to Corporate Governance
has been detailed in the Corporate Governance Report.
The Company has deployed the principles enunciated
therein to ensure adequacy of Internal Financial Controls
with reference to:

• Effectiveness and efficiency of operations

• Reliability of financial reporting

• Compliance with applicable laws and regulations

• Prevention and detection of frauds

• Safeguarding of assets

The Company has defined policies and standard operating
procedures for all key business processes to guide
business operations in an ethical and compliant manner.
Compliance of these policies is ensured through periodic
self-assessment as well as internal and statutory audits.
The Company has robust systems which are an integral
part of internal control framework. The Company
continues to constantly leverage technology in enhancing
the internal controls.

The Audit Committee of the Board reviews the internal
processes, systems and the internal financial controls
and accordingly, the Directors’ Responsibility Statement
contains a confirmation as regards adequacy of the
internal financial controls. Assurances on the effectiveness
of Internal Financial Controls is obtained through
management reviews, self-assessment, continuous
monitoring by functional heads as well as testing of the
internal financial control systems by the internal auditors
during the course of their audits. The Company believes
that these systems provide reasonable assurance that the
internal financial controls are designed effectively and are
operating as intended.

The Statutory Auditor’s Reports on Internal Financial
Controls as required under Clause (i) of sub-section 3 of
Section 143 of the Act is annexed with the Independent
Auditors’ Report

The Company has adequate internal financial control
systems in all areas of operation. The Board of Directors
have adopted policies and procedures for ensuring the
orderly and efficient conduct of business, including
adherence to the Company’s policies, safeguarding
of its assets, prevention and detection of frauds and

errors, ensuring accuracy and completeness of the
accounting records and timely preparation of reliable
financial information.

The services of internal and external auditors are utilised
from time to time, in addition to the in-house expertise
and resources. The Company continuously upgrades these
systems in line with the best practices in the industry.

30. AUDITORS

A) Statutory Auditors

M/s. J. Kala & Associates, Chartered Accountants
(Membership No.- 173041 and Firm Registration
No.: 118769W), were re-appointed as Statutory
Auditors of the Company at the Annual General
Meeting held on September 27, 2024 for a period of
5 (five) years to hold office till the conclusion of the
Annual General Meeting of the Company to be held
in the financial year 2029. During the year under
review, the Auditors have not reported any instances
of fraud under Section 143(12) of the Act.

Auditors’ Report

The Auditors in their Report have furnished the
relevant information as is required from them in
accordance with the relevant provisions of the Act
and Rules made thereunder. The Notes on financial
statement referred to in the Auditors’ Report are self¬
explanatory and do not call for any further comments.
The Auditors'' Report for the financial year 2025-26
does not contain any qualifications, reservations or
adverse remarks.

B) Secretarial Auditors

In order to fill the vacancy created due to the
resignation of RAAM & Associates LLP, Practising
Company Secretaries, as Secretarial Auditors of
the Company, upon the recommendation of the
Board at their meeting held on July 15, 2025, the
Members at their Annual General Meeting held on
July 18, 2025, appointed MNB & Co. LLP (FRN:
L2020MH009600), a Peer Reviewed firm of
Practising Company Secretaries, as the Secretarial
Auditors of the Company in compliance with
Regulation 24A of the Listing Regulations and
Section 204 of the Act, read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, to hold office for a term of
five consecutive years i.e. from financial year 2025¬
26 to financial year 2029-30.

The Secretarial Audit Report for the financial
year 2025-26 as required under the Act read with
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 does not contain
qualification, reservation or adverse remarks
or disclaimer and is set out in ‘Annexure - C’
to this Report.

Further, pursuant to Regulation 24A of Listing
Regulations read with SEBI Master Circular No.
SEBI/HO/CFD/PoD2/CIR/P/0155 dated November
11, 2024; the Annual Secretarial Compliance Report
of the Company, issued by MNB & Co. LLP,
Practising Company Secretaries, was filed with the
Stock Exchanges within 60 days of the end of the
financial year and is also available on the website of
the Company at https://shantigold.in/

C) Internal Auditors

Pursuant to the provisions of Section 138 of the
Act read with the Companies (Accounts) Rules,
2014, M/s. Ankit Mundra & Associates, Chartered
Accountants, were appointed as Internal Auditors
to undertake internal audit of the Company for the
financial year 2025-26.

D) Cost Audit

The Company is not required to maintain cost
records under Section 148(1) of the Companies
Act, 2013, as gold jewellery manufacturing is not a
specified sector under the Companies (Cost Records
and Audit) Rules, 2014. Accordingly, the provisions
relating to cost audit under Section 148(2) are not
applicable to the Company.

31. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility
for ensuring compliances with the provisions of Section
134(3)(c) read with Section 134(5) of the Act in the
preparation of the annual accounts for the year ended on
March 31, 2026 and to the best of their knowledge and
ability, confirm that:

a) in the preparation of the annual accounts for the
financial year ended March 31, 2026, the applicable
accounting standards had been followed and there
are no material departures;

b) appropriate accounting policies have been selected
and applied consistently and judgments and estimates
have been made that are reasonable and prudent so as
to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of
the profit and loss of the Company for that period;

c) proper and sufficient care has been taken for 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;

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

e) internal financial controls laid down by the Directors
have been followed by the Company and such
internal financial controls are adequate and were
operating effectively; and

f) proper systems to ensure compliance with the
provisions of all applicable laws are in place and such
systems were adequate and operating effectively.

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

The details of conservation of energy, technology
absorption, foreign exchange earnings and outgo
are as follows:

A) Conservation of Energy

Since the Company operates within the
manufacturing sector, the importance of energy
conservation is particularly pertinent. Manufacturing
processes typically require significant energy
inputs, making energy conservation efforts
crucial for both environmental sustainability and
operational efficiency.

(i) The steps taken or impact on conservation of
energy

The Company has implemented the following
energy conservation measures across its
manufacturing facilities and corporate office:

• Replaced all conventional lighting fixtures
with energy-efficient LED lights;

• Optimized utilization of manufacturing
equipment to reduce idle-time
energy consumption;

• Ensured regular maintenance of electrical
systems and machinery to maintain
optimal energy efficiency;

• Promoted awareness among employees
regarding energy-saving practices.

(ii) The steps taken by the Company for utilizing
alternate sources of energy

The Company has undertaken energy efficiency
initiatives by replacing all conventional lighting
fixtures with energy-efficient LED lights across
its manufacturing facilities and corporate office.

(iii) The capital investment on energy
conservation equipment.

During the year under review, the Company
has not made any capital investment on energy
conservation equipment.

(B) Technology Absorption

(i) The efforts made towards technology
absorption

The Company’s manufacturing operations
are based on established in-house casting and
jewellery-making processes. During the year
under review, the Company continued to upgrade
its manufacturing processes and machinery to
improve productivity, product finish and yield.

(ii) The benefits derived like product
improvement, cost reduction, product
development or import substitution

The process and machinery upgradations
undertaken during the year contributed
to improved productivity, consistency of
product quality and better utilisation of gold
and other inputs.

(iii) In the case of imported technology (imported
during the last three years reckoned from
the beginning of the financial year)

(iv The expenditure incurred on Research
and Development

NIL

C) Foreign exchange earnings and Outgo

The Company has entered into foreign exchange
transactions during the financial year under scrutiny.
The details of which are as under:

33. LOAN FROM DIRECTORS OR DIRECTOR’S
RELATIVES

During the year under review, the Company took an
unsecured loan aggregating to H 400/- (Rupees Four
Hundred only) from Mr. Pankajkumar Jagawat, Managing
Director of the Company. This loan was sourced from his
own funds. When this loan was taken, Mr. Pankajkumar
Jagawat provided a written declaration affirming that the
funds were not sourced from funds gathered or collected
by borrowing or accepting loans or deposits from external
parties. This declaration was duly recorded in the Minutes
of the meetings.

Further details of the unsecured loan have been disclosed
in the notes to Standalone financial statements.

34. PARTICULARS OF DEPOSITS

The Company has not accepted any deposit (under Rule
2(c) of the Companies (Acceptance of Deposits) Rules,
2014 within the meaning of Sections 73 of the Act, read
with the Companies (Acceptance of Deposits) Rules,
2014 (including any statutory modification(s) or re-
enactment(s) for the time being in force). Accordingly,
there were no deposits outstanding as on March 31, 2026
and the requirement to disclose details of deposits which
are not in compliance with Chapter V of the Act is not
applicable to the Company.

35. COMPLIANCE WITH SECRETARIAL
STANDARDS

The Company has complied with all the applicable
provisions of Secretarial Standards i.e. SS -1 “Meeting of
the Board of Directors”, SS -2 “General Meeting” issued
by the Institute of Company Secretaries of India and
approved by the Central Government pursuant to Section
118 of the Act.

36. PREVENTION OF SEXUAL HARASSMENT

In compliance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, (“POSH Act”) and
Rules framed thereunder, the Company has formulated
and implemented a policy on prevention, prohibition and
redressal of complaints related to sexual harassment of
women at the workplace.

The Company is committed to providing a safe and
conducive work environment to all its employees and
associates. All women employees whether permanent,
temporary or contractual are covered under the above
policy. The said policy is available on the website of
the Company for information of all employees at www.
shantigold.in. An Internal Complaints Committee has
been set up in compliance with the POSH Act.

Details of complaints received during the year under

review under POSH Act are as under:

(a) number of complaints of sexual harassment received
in the year - Nil

(b) number of complaints disposed off during the
year; and - Nil

(c) number of cases pending for more than
ninety days - Nil

37. COMPLIANCE WITH PROVISIONS OF
MATERNITY BENEFIT ACT, 1961

Your Company has complied with the provisions of

Maternity Benefit Act, 1961.

38. GENERAL

Your Directors state that:

a) the Company has not accepted any deposits from
the public falling within the ambit of Section 73 of
the Act read with the Companies (Acceptance of
Deposits) Rules, 2014.

b) there are no instances of fraud reported by the Auditors
during the financial year ended March 31, 2026.

c) the Company has not issued any shares with
differential voting rights and hence, no information
as per provisions of Section 43(a)(ii) of the Act read
with Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

d) the Company has not issued any sweat equity shares
and hence no information as per provisions of
Section 54(1)(d) of the Act read with Rule 8(13) of
the Companies (Share Capital and Debenture) Rules,
2014 is furnished.

e) the Company has not issued any equity shares
under Employees Stock Option Scheme during the
year under review and hence no information as per
provisions of Section 62(1)(b) of the Act read with
Rule 12(9) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

f) there were no instances of non-exercising of voting
rights in respect of shares purchased directly by
employees under a scheme pursuant to Section 67(3)
of the Act read with Rule 16(4) of Companies (Share
Capital and Debentures) Rules, 2014.

39. MISCELLANEOUS

A) Human Resources

The Company considers its Human Resources as
the key to achieve its objectives and Company takes
utmost care to attract and retain quality employees.

B) Safety, Environment and Health

The Company considers health, safety and
environment as the responsibility of the management.
Regular employee training programmes are carried
out in the manufacturing facilities on safety, health
and environment. The Company also conducts
periodic annual health check-ups for all its
employees to ensure their well-being and to promote
a healthy work environment. In addition, the
Company has engaged a factory doctor who provides
medical consultation and support to employees and
contract workmen.

C) Industrial Relations

The overall business relations continued to be cordial.
Your Directors place on record their appreciation
for the continued support and co-operation of
all the employees.

D) Details of application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016 during the year

Neither any application was made, nor was any
proceeding pending under the Insolvency and
Bankruptcy Code, 2016 in respect of your Company
during or at the end of the financial year 2025-26.

E) Details of difference between amount of
the valuation done at the time of One Time
Settlement and the Valuation done while taking
loan from the Banks or Financial Institutions

The disclosures on valuation of assets as required
under Rule 8(5)(xii) of the Companies (Accounts)
Rules, 2014 are not applicable.

40. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the
Act read with Rule 12 of the Companies (Management

and Administration) Rules, 2014, the Annual Return
of the Company in form MGT-7 as on March 31, 2026
is available on the website of the Company and can be
accessed at www.shantigold.in.

41. CAUTIONARY STATEMENT

Statements in the Annual Report, describing the Company’s
objectives, projections, estimates and expectations,
may constitute ‘forward looking statements’ within the
meaning of applicable laws and regulations. Although the
expectations are based on reasonable assumptions, the
actual results might differ.

42. ACKNOWLEDGEMENT

The Board wishes to place on record their sincere
appreciation for the consistent support which the
Company has received from its various stakeholders
and its employees.

For and on behalf of the Board of Directors
Shanti Gold International Limited

Sd/-

Pankajkumar Jagawat

Chairman & Managing Director
DIN: 01843846

Sd/-

Manojkumar Jain

Date: August 24, 2026 Whole Time Director

Place: Mumbai DIN: 01817027

Your Directors have pleasure in presenting the Eleventh Annual Report on the business and operations
of the Company together with Audited Standalone Financial Statements of the Company for the
financial year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

A) The Company''s summarized financial performance for the year under review along with previous
year figures are given below:

Your Company has booked gross operational revenue of Rupees 71,143.33 Lakhs during the current
financial year 2023-2024 under review as against Rupees 67,940.40 Lakhs in the previous year. The
Company’s current year profit before tax is Rupees 3,555.64 Lakhs as against Rupees 3044.49
Lakhs in the previous financial year.

B) Transfer to Reserves

During the year under review, no amount was transferred to any reserve

C) Transfer of unclaimed dividend to Investor Education and Protection Fund (IEPF)

During the period under review there was no unpaid or unclaimed dividend that was required to be
transferred to unpaid dividend account.

D) Dividend

With the intention to plough back the profits of the Company, the Board does not recommend any
dividend for the current year.

E) Revision of Financial Statements

There was no revision of the financial statements for the year under review.

F) Operations/ State of Company''s Affairs

The Company is engaged in the business of crafting jewelry from precious metals and semi¬
precious stones. As a premier jewelry manufacturer, the Company offers its customers a wide range
of exquisite designs with superior craftsmanship, utilizing cutting-edge technology to achieve
impeccable finishes.

G) Change in the Nature of Business

There was no change in the nature of business during the year.

H) Material changes and commitments, if any, affecting the financial position of the Company

Your Directors are of the opinion that there were no material changes and commitments affecting
the financial position of the Company which have occurred between the end of the financial year
and date of this report except the following:

Increase in Authorized Share Capital of the Company: At the Board Meeting held on September
02, 2024, the Board of the Company increased the Authorized Share Capital of the Company to Rs.
80,00,00,000 (Rupees Eighty Crores only) consisting of 8,00,00,000 (Eight Crores) Equity Shares
of Re. 10/- each and has recommended the same to the Members for their consideration at the
ensuing AGM.

I) Significant and Material Order passed by the Regulator or Court

No order was passed by any Regulator, Court or Tribunal impacting Company''s operation in future
during the year under review.

J) Subsidiaries, Joint Ventures and Associate Companies

Your Company has no Subsidiary, Joint Venture and Associate Companies.

2. SHARE CAPITAL

As on March 31, 2024, the issued, subscribed and paid-up Equity Share Capital of the Company is
Rs. 9,00,00,000/- (Rupees Nine Crores only) divided into 90,00,000 (Ninety Lakhs) shares of Rs.
10/- (Rupees Ten) each.

The Registrar and Transfer Agent of the Company is Big share Services Private Limited. For year
under review, the securities of the Company were held in dematerialized form with Central
Depository Services (India) Limited (‘CDSL’) and after the year under review, i.e. as on the date of
this Report, the securities of the Company are admitted with National Securities Depository Limited
(‘NSDL’).

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) Composition of Directors and Key Managerial Personnel of the Company

The Board of Directors of your Company is duly constituted except that as per provision of Section
149 of the Companies Act, 2013, (‘the Act’) the Company is required to appoint two (2)
Independent Directors and a Woman Director. However, during the year under review, the Company
faced challenges in identifying suitable candidates to fulfill this requirement but as on the date of
this report, the Board of Directors of your Company is duly constituted as per the provisions of the
Act. The Board of Directors and Key Managerial Personnel of the Company during the year under
review is mentioned as under:

After the closure of the year under review, the following changes took place in the Board of Directors
and Key Managerial Personnel of the Company:

i. Non-Executive Independent Woman Director: The Board of Directors, based on the
recommendation of the Nomination and Remuneration Committee, appointed Mrs.
Purvi Shah (DIN: 10694424) as an Additional Director in the capacity of Non-
Executive Independent Woman Director with effect from July 01, 2024 and the
Members of the Company, approved the said appointment at its Extra Ordinary General
Meeting held on July 26, 2024.

ii. Non-Executive Independent Director: The Board of Directors, based on the
recommendation of the Nomination and Remuneration Committee, appointed Mrs.
Bhavika Ghuntla (DIN: 10084723) as Additional Director in the capacity of Non-
Executive Independent Director with effect from July 01,2024 and the Members of the
Company, approved these said appointment at its Extra Ordinary General Meeting held
on July 26, 2024.

iii. Company Secretary (‘CS’): Mrs. Namrata Somani (M. No.- A48615) resigned as the
CS with effect from June 14, 2024 due to personal reasons. Ms. Vrushti Shah (M. No.-
A71844), a member of the Institute of Company Secretaries of India, was appointed as
the Company Secretary with effect from June 17, 2024.

iv. Chief Financial Officer (‘CFO’): Mr. Shriram Iyengar was appointed as the CFO of
the Company with effect from June 17, 2024.

Accordingly, the composition of the Board of Directors and Key Managerial Personnel of the Company
as on the date of this Report is mentioned as under:

B) Retire by Rotation

In terms of Section 152 of the Act, Mr. Manojkumar Jain (DIN: 01817027) Whole time Director of the
Company, retires by rotation at the ensuing Annual General Meeting (‘ AGM’) and being eligible, offers
himself for re-appointment.

C) Declaration by Independent Directors

As per Section 149 of the Act, the Company is required to appoint two (2) Independent Directors.
However, during the year under review, the Company faced challenges in identifying suitable
candidates to fulfill this requirement but as on the date of this report, the Company has appointed Mrs.
Purvi Pathik Shah and Mrs. Bhavika Yash Ghuntla as Independent Directors with effect from July 01,
2024 and the Company has received the necessary declarations from each of the Independent Director
under Section 149(7) of the Act, that they meet the criteria of independence laid down under Section
149(6) of the Act and there has been no change in the circumstances which may affect their status as
independent director.

The Board has taken on record these declarations after undertaking the due assessment of the veracity
of the same.

D) Opinion of the Board with regard to integrity, expertise and experience (including the
proficiency) of the Independent Directors appointed during the year

As mentioned above, during the year under review, the Company faced challenges in identifying
suitable candidates to appoint as independent directors of the Company and accordingly, a statement
regarding opinion of the Board with regard to integrity, expertise and experience (including the
proficiency) of the independent directors appointed during the year is not applicable to the Company.
However, as on the date of this report, the Company has appointed Mrs. Purvi Pathik Shah, and Mrs.
Bhavika Yash Ghuntla as Independent Directors with effect from July 01, 2024 and in the opinion of
the Board, the Independent Directors of the Company possess relevant expertise and experience
(including the proficiency).

E) Independent Directors Meeting

Since the Board did not comprise of any Independent Directors during the year under review, there
was no meeting conducted of Independent Directors.

F) Familiarization Programme for Independent Directors

In accordance with the Code of Conduct for Independent Directors specified under the Act and as on
the date of this Report, the Company has in place a familiarization programme for all its Independent
Directors. Such familiarization programs help the Independent Directors to understand the Company’s
strategy, business model, operations, markets, organization structure, risk management etc. and such
other areas as may arise from time to time.

G) Remuneration/ Commission drawn from Holding/Subsidiary Company

None of the Directors of the Company have drawn any Remuneration/ Commission from
Holding/Subsidiary Company.

H) Board Evaluation

Rule 8(4) of The Companies (Accounts) Rules, 2014 pertaining to disclosure of statement indicating
the manner of formal annual evaluation of performance of Board and its Committee and Individual
Directors is not applicable to the Company. However, as good governance practice, the Board has
carried out an annual evaluation of its performance and that of its committees and individual Directors.
The Board evaluation was conducted through questionnaire designed with qualitative parameters and
feedback based on ratings.

4. MEETINGS OF THE BOARD

12 (Twelve) Meetings of the Board of Directors were held during the financial year under review.
The intervening gap between the Meetings was within the period prescribed under the Act. The
details of Board meetings and Attendance of Directors at the Board Meetings held during the year
under review are given below:

The attendance record of the Directors at the Board Meetings is as under:

5. COMMITTEES OF THE BOARD

The Board Committees play a crucial role in the governance structure of the Company and have
been constituted to deal with specific areas/activities which concern the Company and need a closer
review. The Board Committees are set up under the formal approval of the Board to carry out clearly
defined roles which are considered to be performed by members of the Board, as a part of good
governance practice.

The Board supervises the execution of its responsibilities by the Committees and is responsible for
their action. The Minutes of the Meetings of all Committees are placed before the Board. The Board
Committees can request special invitees to join the meeting, as appropriate.

The Board has currently established the following Committees:

A) Audit Committee

The Board has constituted Audit Committee. However, the composition of the Committee, during
the year under review, was not in accordance to the provisions of Section 177 of the Act as the
Company could not appoint required numbers of Independent Directors.

The Audit Committee met 4 (Four) times during the year under review. All the recommendations
made by the Audit Committee were accepted by the Board. The details of Audit Committee Meetings
held during the year under review are given below:

The composition of the Audit Committee and particulars of meetings attended by the members of the
Audit Committee during the year under review are given below:

Pursuant to the aforementioned appointments of Independent Directors after the closure of the year
under review, the Audit Committee was re-constituted by the Board of Directors at their meeting held
on July 15, 2024 as per Section 177 of the Act and as on the date of this report, the composition of the
Audit Committee is as mentioned under:

• Mrs. Purvi Shah (Non-Executive Independent Woman Director) - Chairperson

• Mrs. Bhavika Ghuntla (Non-Executive Independent Director) - Member

• Mr. Pankajkumar Jagawat (Managing Director) - Member

B) Nomination and Remuneration Committee

The Board has constituted Nomination & Remuneration Committee. However, the composition of
the Committee, during the year under review, was not in accordance to the provisions of Section 178
of the Act as the Company could not appoint required numbers of Independent Directors.

The Nomination and Remuneration Committee met 2 (Two) times during the year under review. The
details of Nomination and Remuneration Committee Meetings held during the year under review are
given below:

The composition of the Nomination and Remuneration Committee and particulars of meetings attended
by the members of the Nomination and Remuneration Committee during the year under review are
given below:

Pursuant to the aforementioned appointments of Independent Directors after the closure of the year
under review, the Nomination and Remuneration Committee was re-constituted by the Board of
Directors at their meeting held on July 15, 2024 as per Section 178 of the Act and as on the date of this
report, the composition of the Nomination and Remuneration Committee is as mentioned under:

• Mrs. Bhavika Ghuntla (Non-Executive Independent Director) - Chairperson

• Mrs. Purvi Shah (Non-Executive Independent Woman Director) - Member

• Mr. Shashank Jagawat (Non-Executive Director) - Member

C) Corporate Social Responsibility (‘CSR’) Committee

As per Section 135(9) of the Act, since the amount of expenditure towards CSR activities does not
exceed Rs. 50 Lakhs then requirement for constitution of CSR committee is not applicable. However,
as a good practice, the Board has constituted CSR Committee voluntarily.

The CSR Committee met 2 (Two) times during the year under review. The details of CSR Committee
Meetings held during the year under review are given below:

The composition of the CSR Committee and particulars of meetings attended by the members of the
CSR Committee during the year under review are given below:

Pursuant to the aforementioned appointments of Independent Directors after the closure of the year
under review, the CSR Committee was re-constituted by the Board of Directors at their meeting held

on July 15, 2024 as per Section 135 of the Act and as on the date of this report, the composition of the
CSR Committee is as mentioned under:

• Mrs. Purvi Shah (Non-Executive Independent Woman Director) - Chairperson

• Mr. Pankajkumar Jagawat (Managing Director) - Member

• Mr. Manojkumar Jain (Whole Time Director) - Member

6. POLICIES:

A) Vigil Mechanism/Whistle Blower Policy

In compliance with the provisions of Section 177(9) of the Act, the Company has framed a Whistle
Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and
employees to report their concerns about unethical behavior, actual or suspected fraud or violation
of the Company’s Code of Conduct or ethics policy.

The Policy provides for adequate safeguards against victimization of employees who avail of the
mechanism and also provides for direct access to the Chairperson of the Audit Committee. It is
affirmed that no personnel of the Company have been denied access to the Audit Committee and
there was no such reporting during the financial year 2023-24.

B) Nomination and Remuneration Policy

In compliance with the requirements of Act and Rules made thereunder, the Board of Directors has
a Nomination and Remuneration Policy for its Directors, Key Managerial Personnel, Functional
Heads and other employees of the Company.

The salient features and objectives of the policy are as follows:

a. To lay down criteria for identifying persons who are qualified to become Directors and who
may be appointed in Senior Management of the Company in accordance with the criteria laid
down by Nomination and Remuneration Committee and recommend to the Board their
appointment and removal.

b. To lay down criteria to carry out evaluation of every Director’s Performance.

c. To formulate criteria for determining qualification, positive attributes and Independent Director.

d. To determine the composition and level of remuneration, including reward linked with the
performance, which is reasonable and sufficient to attract, retain and motivate Directors, KMP,
Senior Management Personnel & other employees to work towards the long-term growth and
success of the Company.

C) CSR Policy

In accordance with Section 135 of the Act, as amended read with the Notification issued by the
Ministry of Corporate Affairs and the rules made thereunder, the Company has formulated a
Corporate Social Responsibility Policy, a brief outline of which, along with the required disclosures,
is given in Annexure -1 to this Report.

D) Risk Management Policy

The Company has prepared a Risk Management policy to identify, evaluate the internal and external
risks and opportunities in particular financial, operational, sectoral, sustainability, information and
cyber security risks. Risk Management Policy enables the Company to proactively manage
uncertainties and changes in the internal and external environment to limit negative impacts and
capitalize on opportunities.

All the aforementioned Policies are posted on the company''s website and may b&_a<5S^ssed at

www.shantigold.in

7. CORPORATE SOCIAL RESPONSIBILITY

The Company remains committed to its CSR initiatives and has been carrying out CSR activities in
terms of Section 135 read with Schedule VII of the Act and the Companies (CSR Policy) Rules,
2014.

The Company has in place a Corporate Social Responsibility policy as per the Act and the same is
available on the website of the Company at www.shantiaold.in

The annual report on the Corporate Social Responsibility Activities is set out in Annexure - I to
this report.

8. PARTICULARS OF EMPLOYEES

The information pursuant to Section 197 of the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable, since
during the year under review, none of the employees of your Company was in receipt of
remuneration in excess of the limits specified, whether employed for the whole year or part thereof.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE ACT

During the financial year ended March 31,2024, no investment, loan or guarantee or security under
Section 186 of the Act were made/given by the Company. The details of the investments were made
in earlier years in compliance with Section 186 of the Act and has been disclosed in the notes to the
Standalone financial statements.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with the related parties as defined in the Act during the financial year
ended on March 31, 2024 were in the ordinary course of business and on arms’ length basis. They
were duly reviewed and approved by the Audit Committee and Board of Directors of the Company
within the specified time.

Hence, no particulars are being provided in Form AOC-2.

The details of all such related parties’ transactions have been disclosed in the notes to the Standalone
financial statements.

11. RISK MANAGEMENT

Risk Management is the process of identification, assessment and prioritization of risks followed
by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of
unfortunate events or to maximize the realization of opportunities.

The Company is exposed to inherent uncertainties owing to the sectors in which it operates.

A key factor in determining a company’s capacity to create sustainable value is the risks that the
company is willing to take (at strategic and operational levels) and its ability to manage them
effectively. Many risks exist in a company’s operating environment and they emerge on a regular
basis. The Company’s Risk Management process focuses on ensuring that these risks are identified
on a timely basis and addressed.

The Company is well aware of the above risks and as part of business strategy has put in a
mechanism to ensure that they are mitigated by timely action. The Company has a Risk
Management framework to identify, evaluate business risks and opportunities. This framework
seeks to create transparency, minimize adverse impact on the business objectives and enhance the
Company’s competitive advantage. In the opinion of the Board, there are no such risks, which may
threaten the existence of the Company.

12. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has adequate internal financial control systems in all areas of operation. The Board
of Directors have adopted policies and procedures for ensuring the orderly and efficient conduct of
business, including adherence to the Company’s policies, safeguarding of its assets, prevention and
detection of frauds and errors, ensuring accuracy and completeness of the accounting records and
timely preparation of reliable financial information.

The services of internal and external auditors are utilized from time to time, in addition to the in-
house expertise and resources. The Company continuously upgrades these systems in line with the
best practices in the industry.

13. AUDITORS

A) Statutory Auditors

The resignation ofM/s. Shahji & Co., Chartered Accountants (Firm’s Registration No.l25826W) as
Statutory Auditors of the Company resulted into casual vacancy in the office of Statutory Auditor.

In order to fill the said casual vacancy, the Members at their Extra-Ordinary General Meeting held
on April 06, 2024, appointed M/s. J. Kala & Associates, Chartered Accountants (Firm’s Registration
No. 118769W) as the Statutory Auditors of the Company pursuant to provisions of Section 139 of
the Act read with the Companies (Audit and Auditors) Rules, 2014, for the financial year under
review to hold the office up to the conclusion of the ensuing AGM.

As the term of the Statutory Auditors comes to and end at the conclusion of the ensuing AGM and
being eligible for re-appointment, your Board has recommended the re-appointment ofM/s. J. Kala
& Associates, Chartered Accountants to the Members for their consideration at the ensuing AGM
for a period of 5 (five) years to hold the office till the conclusion of the AGM of the Company to be
held in the financial year 2029.

Auditors’ Report

The Auditors in their Report have furnished the relevant information as is required from them in
accordance with the relevant provisions of the Act and Rules made thereunder. The Notes on
financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any
further comments. The Auditors'' Report does not contain any qualifications, reservations or adverse
remarks.

B) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, Raam & Associates LLP, (LLPIN-AAJ9062)
Practicing Company Secretaries, were appointed as the Secretarial Auditor to undertake Secretarial
Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report for the financial year 2023-24 as required under the Act read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 contains
qualification, reservation or adverse remarks or disclaimer and is set out in Annexure - II to this
report.

Explanations or comments by the Board on every qualification, reservation or adverse remark
or disclaimer made by the Secretarial Auditor in his Report

Following are the management’s explanations /comments:

(i) During the year under review, the Company had filed e-Form MGT-14 (s) vide SRN
AA6346314 towards Approval of Gold (Metal) loan facility with delay to Registrar of
Companies, Mumbai, Maharashtra: Due to oversight and without malafide intention.

(ii) In accordance with provisions of the Section 149 of the Companies Act, 2013, the Company
is required to appoint Two (2) Independent Directors, however the Company have not
appointed Independent Directors as prescribed. It is further reported that considering the
above, a separate meeting of the Independent Directors was not convened during the year
under review:

As mentioned previously in this Report, the Company faced challenges in identifying
suitable candidates for appointment as Independent Directors. However, as on date of this
Report, Mrs. Purvi Shah (DIN: 10694424) and Mrs. Bhavika Ghuntla (DIN: 10084723)
are Non-Executive Independent Directors of the Company. The same has been mentioned
in the Secretarial Audit Report by the Secretarial Auditors.

(iii) The Company has not appointed Women Director in accordance to Section 149 of the
Companies Act, 2013:

As mentioned previously in this Report, the Company faced challenges in identifying
suitable candidate for appointment as Woman Director. However, as on date of this Report,
Mrs. Purvi Shah (DIN: 10694424) is the Non-Executive Independent Woman Director of
the Company. The same has been mentioned in the Secretarial Audit Report by the
Secretarial Auditors.

(iv) The constitution of Audit Committee and Nomination & Remuneration Committee are not
in accordance to the provisions of Section 177 and Section 178 of the Companies Act, 2013
respectively:

Pursuant to the aforementioned appointments, the Board of Directors of the Company, at
their meeting held on July 15, 2024, re-constituted Audit Committee and Nomination &
Remuneration Committee in accordance with the provisions of Section 177 and Section 178
of the Companies Act, 2013 respectively. The same has been mentioned in the Secretarial
Audit Report by the Secretarial Auditors.

C) Internal Auditors

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules,
2014, M/s. Girish P. Jain & Co., Chartered Accountants, (Firm’s Registration No.ll8448W) were
appointed as Internal Auditors to undertake internal audit of the Company for the financial year
2023-2024.

14. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as per sub section (1) of Section 148 of the
Act.

15. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliances with the
provisions of Section 134(3)(c) read with Section 1/34(5) of the Act in the preparation of the annual
accounts for the year ended on March 31, 2024 and to the best of their knowledge and ability,
confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the
applicable accounting standards had been followed and there are no material departures;

b) appropriate accounting policies have been selected and applied consistently and judgments and
estimates have been made that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of the financial year and of the profit and loss of
the Company for that period;

c) proper and sufficient care has been taken for 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;

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

e) proper systems to ensure compliance with the provisions of all applicable laws are in place and
such systems were adequate and operating effectively.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo
are as follows:

A) Conservation of Energy

Since the Company operates within the manufacturing sector, the importance of energy conservation
is particularly pertinent. Manufacturing processes typically require significant energy inputs, making
energy conservation efforts crucial for both environmental sustainability and operational efficiency.
The Company actively implements a comprehensive approach to conserve energy across its entire
operations. This proactive stance involves integrating energy-saving practices into every facet of its
manufacturing processes, administrative functions, and logistical activities. For instance, the
Company may prioritize the use of energy-efficient equipment and technologies to minimize energy
consumption during production. Regular maintenance and optimization of machinery further
contribute to reducing energy wastage.

Some of the measures adopted across the Company for energy conservation are mentioned as under:
♦> Installation of energy efficient LED lights in place of conventional lights

B) Technology Absorption — Nil

C) Foreign exchange earnings and Outgo

The Company has entered into foreign exchange transactions during the financial year under scrutiny.
The details of which are as under:

17. LOAN FROM DIRECTORS OR DIRECTOR’S RELATIVES

During the year under review, the Company took unsecured loans periodically from its Directors,
Mr. Pankajkumar Jagawat and Mr. Manojkumar Jain. These loans were sourced from their own
funds. Each time these loans were extended, both Directors provided a written declaration affirming
that the funds were not sourced from funds gathered or collected by borrowing or accepting loans
or deposits from external parties. These declarations were duly recorded in the Minutes of the
meetings.

The details of the unsecured loan have been disclosed in the notes to Standalone financial
statements.

18. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable provisions of Secretarial Standards i.e. SS -1
“Meeting of the Board of Directors” and SS -2 “General Meeting” issued by the Institute of
Company Secretaries of India.

19. PREVENTION OF SEXUAL HARASSMENT

The Company has complied with the provisions relating to the constitution of the Internal
Complaints Committee under ‘The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013.’ The said Committee has been set up to redress complaints
received regarding sexual harassment at the workplace. During the period under review, the
Company has not received any complaints pertaining to Sexual Harassment and there are no
ongoing cases.

20. GENERAL

Your Directors state that:

a) the Company has not accepted any deposits from the public falling within the ambit of
Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

b) there are no instances of fraud reported by the Auditors during the financial year ended
March 31, 2024.

c) the Company has not issued any shares with differential voting rights and hence, no
information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the
Companies (Share Capital and Debenture) Rules, 2014 is furnished.

d) the Company has not issued any sweat equity shares and hence no information as per
provisions of Section 54(1 )(d) of the Act read with Rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.

e) the Company has not issued any equity shares under Employees Stock Option Scheme
during the year under review and hence no information as per provisions of Section 62( 1 )(b)
of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished.

f) there were no instances of non-exercising of voting rights in respect of shares purchased
directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule
16(4) of Companies (Share Capital and Debentures) Rules, 2014.

21. MISCELLANEOUS

A) Human Resources

The Company considers its Human Resources as the key to achieve its objectives and Company
takes utmost care to attract and retain quality employees.

B) Safety, Environment and Health

The Company considers health, safety and environment as the responsibility of the management.
Regular employee training programs are carried out in the manufacturing facilities on safety, health
and environment.

C) Industrial Relations

The overall business relations continued to be cordial. Your Directors place on record their
appreciation for the continued support and co-operation of all the employees.

D) Transfer of unclaimed dividend to Investor Education and Protection Fund (‘IEPF’)

During the period under review there was no unpaid or unclaimed dividend that was required to be
transferred to unpaid dividend account.

E) Details of application made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 during the year

Neither any application was made, nor was any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 in respect of your Company during or at the end of the financial year 2023-
24.

F) Details of difference between amount of the valuation done at the time of One Time
Settlement and the Valuation done while taking loan from the Banks or Financial Institutions

The disclosures on valuation of assets as required under Rule 8(5)(xii) of the Companies (Accounts)
Rules, 2014 are not applicable.

22. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Return of the Company for the financial year
ending on March 31, 2024 is available on the Company’s website www.shantigold.in

23. CAUTIONARY STATEMENT

Statements in the Annual Report, describing the Company’s objectives, projections, estimates and
expectations, may constitute ‘forward looking statements’ within the meaning of applicable laws
and regulations. Although the expectations are based on reasonable assumptions, the actual results
might differ.

24. ACKNOWLEDGEMENT

The Board wishes to place on record their sincere appreciation for the consistent support which the
Company has received from its various stakeholders and its employees.

By Order of the Board of Directors.,

Shanti Gold International Limited

Pankajkumar Jagawat
Managing Director

DIN:01843846

Manojkumar Jain
Whole Time Director

DIN: 01817027

Shashank Jagawat
Non-Executive Director

DIN:01824609

Date: September 02, 2024

Place: Mumbai