Your directors are pleased to present the 14^th Annual Report on the Business & Operations of Shanti
Overseas (India) Limited ('the Company') along with the Audited Standalone and Consolidated Financial
Statements for the financial year ended on 31st March, 2025.

FINANCIAL HIGHLIGHTS

The summarized financial highlights for the year vis-a-vis the previous year are as follows:

(Amount In Lakhs)

Note: Previous year figures have been reclassified/regrouped wherever necessary, to correspond with
those of the current year.

OPERATIONAL PERFORMANCE

Standalone

The total revenue from operations of the Company is INR 2,265.94 Lakhs and the loss before tax amounted
to INR (321.24) Lakhs and the net loss after tax amounted to INR (247.66) Lakhs.

Consolidated

The total revenue from operations of the Company is INR 2,384.09 Lakhs and the loss before tax amounted
to INR (355.13) Lakhs and the net loss after tax amounted to INR (279.25) Lakhs.

THE STATE OF COMPANY'S AFFAIR

During the year under review, the Company has put all its efforts in serving required products to all its
customers on time. The turnover of the Company during the reporfing period amounted to INR 2,265.94
Lakhs. The directors are thankful to all its suppliers for on time delivery of the products.

The Directors assure the stakeholders of the Company to continue their efforts and enhance the overall
performance of the Company in the coming financial years. The Directors express their grafitude towards
the stakeholders for all the support that the Company has received from them and hope that the Company
confinues to receive the same support in the coming future.

CHANGE IN NATURE OF BUSINESS

There is no change in nature of business acfivifies during the period under review.

DIVIDEND

In view of the financial performance and the loss incurred during the year under review, the Board of
Directors has decided not to recommend any dividend on the Equity Shares. The decision has been taken
with a view to conserve resources and strengthen the financial posifion of the Company to support its
future business operafions.

TRANSFER TO RESERVES

The Board of Directors has decided to plough back the enfire amount of profit in the business. In the year
under review, the Company has not transferred any amount to the 'General Reserves'.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

As on March 31, 2025, the Company has only one Wholly Owned Subsidiary, namely Shaan Agro Oils &
Extracfions Private Limited, in accordance with the provisions of Secfion 2(87)(ii) of the Companies Act,
2013.

During the year under review, the Company at its Board Meefing held on September 6, 2024 and approved
divested its enfire holding of 10,000 (100%) equity shares of INR 10/- each held in SOIL Consultech Private
Limited. Consequently, after transfer of the said shares, SOIL Consultech Private Limited has ceased to be
wholly owned subsidiary with effect from March 31, 2025.

Accordingly, as on the reporfing date, the Company has only one wholly owned subsidiary. There are no
associates or joint venture companies within the meaning of Secfion 2(6) of the Companies Act, 2013 ("the
Act"). A report on the performance and the financial posifion of the subsidiary as per Form AOC-1 is
annexed to this report as ANNEXURE-1.

The Consolidated Financial Statements (CFS) of the Company for the year ended March 31, 2025, have
been prepared in compliance with Secfion 129(3) of the Act and include the results of its subsidiary. In
accordance with Secfion 136(1) of the Act, the audited financial statements of the subsidiary are available
on the Company's website at www.shanfioverseas.com

CORPORATE GOVERNANCE REPORT

The report on Corporate Governance as per Regulation 34(3) read with Schedule V of the SEBI Listing
Regulations is included as a part of this Annual Report. The requisite certificate from M/s Mihen Halani &
Associates, Pracficing Company Secretary confirming the compliance with the condifions of Corporate
Governance is attached to the report on Corporate Governance.

ANNUAL RETURN

Pursuant to Secfion 92 (3) and Secfion 134 (3) (a) of the Companies Act, 2013, the Company has placed a
copy of the Annual Return on its website and the same can be accessed through www.shanfioverseas.com
. The Company is not required to provide the extract of Annual Return (Form MGT-9) as a part of this
Board's Report by the virtue of amendment in Secfion 92 (3) of the Companies Act, 2013.

SHARE CAPITAL & LISTING OF SHARES

The paid-up Equity Share Capital as on 31st March,2025 was INR 11,10,60,000 divided into 1,11,06,000
equity shares of INR 10/- each.

There is no change in Equity Share Capital of the Company during the year, the shares of the Company are
listed and regularly traded at the trading platform of Nafional Stock Exchange of India Limited. The Annual
Lisfing Fees for the financial year 2025-26 have been paid by the Company within the sfipulated time

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors and Key Managerial Personnel of the Company as on March 31, 2025 are below:

Mr. Manish Harishankar Dubey - Executive Director

Mrs. Shribala Mandhanya - Non-Executive - Independent Director

Mrs. Devyani Chhajed - Non-Executive - Independent Director

Ms. Tejal Dinkar Vaze - Non-Executive - Independent Director

Mr. Pankaj Agarwal - Chief Financial Officer

Mrs. Ramita Otwani - Company Secretary

A. Change of directors and KMP during the Financial Year

• Mrs. Devyani Chhajed (DIN: 10276186) was appointed as Additional Independent Director of
the company for a term of 5 years with effect from April 8, 2024. In the General meeting held
on July 5, 2024, approval of members was granted for appointing Mrs. Devyani Chhajed as Non¬
Executive Independent Director with effect from July 5, 2024

• Ms. Pooja Chordia (DIN: 09196546) and Mr. Rahul Jain (DIN: 01515159), Non-Executive
Independent Directors of the company resigned from the directorship of the company with
effect from February 10, 2025

• Mr. Manish Harishankar Dubey (DIN: 09582612) was appointed as a managing director
(Additional Executive Director) of the company for a period of 5 years with effect from March
17,2025 to March 16, 2030, subject to approval of members. For the Financial year 2025-26,
the appointment of Mr. Manish Harishankar Dubey was approved by the members by passing
resolution by way of postal ballot on June 14, 2025

• Ms. Tejal Dinkar Vaze (DIN: 10957212) was appointed as an Additional Non- executive Director
in the capacity of Independent Director of the company, not liable to retire by rotation for a
period of 5 consecutive years with effect from March 17, 2025, to March 16, 2030. Further, the
appointment of Ms. Tejal Dinkar Vaze (DIN: 10957212) was regularized by approval of members
by passing resolution by way of postal ballot on June 14, 2025.

• Mrs. Karuna Kacholia (DIN:09307230), Whole Time Director and Chief Financial Officer has resigned
from the position of Whole-Time Director and Chief Financial Officer of the Company with effect from March
22, 2025.

• Mr. Ayush Kacholia (DIN: 03096933), Managing Director, has resigned from the directorship of the
Company with effect from March 22, 2025.

• Mr. Pankaj Agrawal (PAN: BKFPA7761J) was appointed as Chief Financial Officer (CFO) of the
company with effect from March 22, 2025.

B. Change in directors and KMP post financial year

• Mr. Ashish Kumar Naik (DIN: 10955244) was appointed as Additional Non-executive Director of
the company liable to retire by rotation with effect from May 7, 2025. Further, his appointment
was regularized by members by passing a resolution by way of postal ballot on June 14, 2025.

• Mr. Digvijay D. Singh (DIN: 10943075) was appointed as Additional Non-executive Director of
the company in the capacity of Independent Director not liable to retire by rotation with effect
from May 7, 2025, to May 6, 2030. Further, his appointment was regularized by members by
passing a resolution by way of postal ballot on June 14, 2025.

• Mrs. Ramita Otwani (ABAPO7882M) resigned from the position of Company Secretary of the
company with effect from April 29, 2025.

C. Director liable to Retire by Rotation:

Mr. Manish Harishankar Dubey (DIN: 09582612), Managing Director of the Company, retires by
rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of
the Companies Act, 2013 read with the Companies (Appointment and Qualification of
Directors), Rules 2014 and the Articles of Association of the Company and being eligible, has
offered himself for re-appointment as the Director

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board meets at least four times a year at quarterly intervals and more frequently if deemed
necessary, to transact its business. During the Financial Year, the Board has met Eleven (11) times.
The details of the meetings held and the attendance of the Directors are mentioned in the Corporate
Governance Report which forms part of this annual report.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have confirmed to the Board that they meet the criteria
of Independence as specified under Section 149 (6) of the Companies Act, 2013 and qualify to be
Independent Directors.

They have also confirmed that they meet the requirements of Independence as mentioned under
Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
confirmations were noted by the Board.

FORMAL ANNUAL EVALUATION PROCESS BY BOARD

Pursuant to the provisions of the Companies Act, 2013 and rules made there under, the Board has
carried the evaluation of its own performance, performance of individual Directors, Board
Committees including the Chairman of the Board on the basis of attendance, contribution and
various criteria as recommended by the Nomination and Remuneration Committee of the Company.
The evaluation of the working of the Board, its Committees, experience and expertise, performance
of specific duties and obligations etc. were carried out. The directors expressed their satisfaction
with the evaluation process and outcome.

The performance of all the Non-Independent Directors (including the Chairman) was also evaluated
by the Independent Directors at the separate meeting of Independent Directors of the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (c) and Section 134(5) of the Companies Act,
2013, to the best of their knowledge and belief, the Board of Directors hereby submits that:

i. In the preparation of the annual accounts for the financial year ended on March 31, 2025, the
applicable Accounting Standards have been followed and there is no material departure from
the same;

ii. The Directors selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of Loss incurred for
the year ended on March 31, 2025.

iii. The Directors have taken proper and sufficient care for maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts ongoing concern basis;

v. The Directors have laid down Internal Financial Controls to be followed by the Company and
that such Internal Financial Controls are adequate and are operating effectively;

vi. The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

AUDITORS
1. Statutory Auditor

M/s. SPARK & Associates, Chartered Accountants LLP, (FRN: 005313C / C400311) were appointed as
Statutory Auditors of the Company in the Annual General Meeting held on September 30, 2024.
During the year under review, a casual vacancy occurred in the office of Statutory Auditor of the
Company due to the resignation of M/s. SPARK & Associates, Chartered Accountants LLP, (FRN:
005313C / C400311).

Pursuant to the provisions of Section 139(8) of the Companies Act, 2013 and the rules made
thereunder, the Board of Directors, appointed M/s B.L. Dasharda & Associates, Chartered
Accountants, to fill the said casual vacancy.

In accordance with the requirements of the Act, the said appointment is being placed before the
members for their approval at the ensuing Annual General Meeting of the Company, to hold office
from the date of such approval until the conclusion of the 19th Annual General Meeting.

A certificate has been received from the Auditors to the effect that their appointment, if made, would
be within the limits prescribed under Section 139 of the Companies Act, 2013.

The Notes on Financial Statement referred to in the Auditor's Report are self-explanatory and do not
call for any further comments. The Auditors report does not contain any qualification, reservation or
adverse remark,

2. Internal Auditor

The Board appointed M/s Ramanand Aiyar & Co. as the Internal Auditors of the Company to conduct
Internal Audit for the Financial Year 2024-25 at such remuneration as decided by the Board of
Directors of the Company.

3. Secretarial Auditor

The Board had appointed M/s. Archna Maheshwari & Co, Practicing Company Secretary to carry out
the Secretarial Audit for the financial year 2024-25. The Audit Report of the Secretarial Auditor's of
the Company for the financial year ended March 31, 2025 are attached herewith as ANNEXURE 2.

There are no qualifications in the reports except that

The Secretarial Auditor has observed that the Company did not have a Whole-Time Company
Secretary during the year under review, as required under Section 203 of the Companies Act, 2013
read with the applicable Rules. The Board clarifies that the delay in appointment was unintentional
and occurred due to non-availability of a suitable candidate despite continuous efforts.

The Company has since initiated/conti nued the recruitment process and is in the advanced stages of
identifying a qualified professional. The Board affirms that the Company is committed to complying
with all applicable provisions and will ensure the appointment of a Whole-Time Company Secretary
at the earliest.

POLICIES OF THE COMPANY

The Company has formulated and adopted various policies, as required under the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which govern
its business operations. These include, inter alia, the Policy on Related Party Transactions, Nomination
and Remuneration Policy, Vigil Mechanism/Whistle Blower Policy, Risk Management Policy,
Corporate Social Responsibility (CSR) Policy and other policies as applicable. The detailed policies are
available on the website of the Company at www.shantioverseas.com

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY UNDER SECTION 186 OF
THE COMPANIES ACT, 2013

The details of loans, investments, guarantees and securities covered under the provisions of Section
186 of Companies Act, 2013 are provided in the Financial Statements of the Company. During the
year, the Company has subscribed to Optionally Convertible Debentures, issued by M/s. Shaan Agro
Oils & Extractions Private Limited amounting to ^3 crore, by way of conversion of the outstanding
loan and debtor balances due from the said company, pursuant to the resolution passed by the Board
of Directors at its meeting held on 2nd September, 2024.

ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meeting of Board and it powers) Rules, 2014, the Company has adopted Whistle Blower
Policy/Vigil Mechanism for directors and employees to report concerns about unethical behavior,
actual or suspected fraud or violation of the Code of Conduct. It also provides for adequate
safeguards against victimization of directors /employees who avail of the Mechanism.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions which were entered during the financial year were in the ordinary
course of business and on an arm's length basis. There were no materially significant related party
transactions entered by the Company with the Promoters, Directors, Key Managerial Personnel or
other persons which may have a potential conflict with the interests of the Company.

A statement of all related party transactions is presented before the Audit Committee on quarterly
basis, specifying the nature and value of transactions. Since all the related party transactions entered
during the financial year were on an arm's length basis and in the ordinary course of business, no
details are required to be provided in Form AOC-2 as prescribed under Section 134(3) (h) of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014.

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulation 2015, the Board
has approved a Policy on Related Party Transactions which is also available on Company's website at
www.shantioverseas.com

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust Internal Financial Control framework which is according to Section
134(5)(e) of the Companies Act, 2013. The Company's internal control systems are commensurate
with the nature of its business, the size and complexity of its operations and such IFCs with reference
to the Financial Statements are adequate. The Company has implemented robust processes to ensure
that all IFCs are effectively working.

MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE
FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

Pursuant to Section 134(3)(l) of the Companies Act, 2013, the Board confirms that there have been
no material changes or commitments affecting the financial position of the Company which have
occurred between the end of the financial year and the date of this Report, except as stated below:

During the period under review and up to the date of this Report, the Company has undergone
certain significant management changes. Additionally, the Company has submitted an application to
the Stock Exchange(s) for reclassification of the Promoter Group to the Public category in accordance
with applicable regulations. Subject to receipt of necessary approvals from the Stock Exchange(s), the

Company's management shall thereafter be undertaken by professionals in the ordinary course of
business.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years.
Therefore, there was no requirement to transfer any amount to the Investor Education and Protection
Fund (IEPF).

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

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings & Outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 are as stated below:

A. CONSERVATION OF ENERGY

1. The steps taken or impact on conservation of energy:

The Company has applied strict control system to monitor day to day consumption. The Company
ensures optimal use of energy with minimum extent of wastage as far as possible. The day-to-day
consumption is monitored as an effort to save energy.

2. The steps taken by the company for utilizing alternate source of energy:

The Company has not taken any step for utilizing alternate source of energy. The capital investment
on energy conservation equipment. The Company has not made any capital investment on energy
conservation equipment.

B. TECHNOLOGY ABSORPTION

The Company has no activities relating to technology absorption. Hence nothing is to be reported here.

C. FOREIGN EXCHANGE EARNINGS & OUTGO

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
OF THE COMPANY

The Company has a well-defined process to ensure the risks are identified and mitigation steps are
put in place. The Company's Risk Management process focuses on ensuring that these risks are
identified on a timely basis and reasonably addressed. Major risks are identified by the businesses
and functions and these are systematically addressed through mitigating actions on a continuing
basis.

The Company is not statutorily required to form risk management committee. However, the Audit
Committee of the Company evaluates the risk management system regularly.

DEPOSITS

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any
deposits during the financial year. Further the Company has not defaulted in repayment of deposits
or payment of interest during the financial year.

Pursuant to the provisions of Rule 2(1)(c) (viii) of the Companies (Acceptance of Deposits) Rules,
2014, the Directors of the Company have not accepted any deposits during the financial year.

PARTICULARS OF EMPLOYEES

During the year under review, none of the employees is drawing remuneration which is in excess of
the limit as prescribed under Section 197 of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosures
pursuant to Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, a statement containing the names and other particulars of top ten employees in terms of
Remuneration drawn by them and Disclosure Pursuant to Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in ANNEXURE-3.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Management Discussion and Analysis Report providing Company's
Current working and future outlooks forms an integral part of this report, as ANNEXURE-4.

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

The Company has in place a Policy on Prevention of Sexual Harassment in accordance with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. A Committee has been duly constituted to address and resolve complaints related to sexual
harassment at the workplace.

During the financial year, the Company did not receive any complaints pertaining to sexual harassment.
The details of complaints are as under:

(a) Number of complaints of sexual harassment received during the year: NIL

(b) Number of complaints disposed of during the year: NIL

(c) Number of complaints pending for more than ninety days: NIL

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of the Companies Act, 2013, the company has constituted a separate committee
to formulate the CSR policy and ensure the compliance of the same as per the provisions of the
Companies Act, 2013. In view of the substantial losses reported, there is no requirement for the
company to earmark any amount for the purpose of CSR expenditure.

OTHER DISCLOSURES

• No significant material orders passed by the Regulators/Courts/Tribunals impacting the going
concern status of the Company and its future operations.

• The information with respect to Audit Committee, Nominafion and Remunerafion Committee,
Stakeholders Relafionship Committee and Corporate Social Responsibility are disclosed in the
Corporate Governance Report forming part of the Annual Report.

• The Company has followed the applicable secretarial standards i.e. SS-1 and SS-2 relating to
meefings of the 'Board of Directors' and 'General Meefings' respectively.

• Provisions of secfion 148 of the Companies Act, 2013 requiring Cost Audit is not applicable to
the company during the Year.

• There were no applicafions made or pending proceedings against your Company under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

• The provisions relafing to the Maternity Benefit Act, 1961 is not applicable.

• There was no one-fime settlement done during the year, hence disclosure of details of
difference between amount of the valuation done at the fime of one-fime settlement and the
valuafion done while taking loan from the Banks or Financial Insfitufions is not applicable.

ACKNOWLEDGEMENT

Your directors take this opportunity to place on record their grafitude to the Central and State
Governments, Bankers, Investors and other Stakeholders for their confinuous support, co-operafion
and their valuable guidance to the Company and for their trust reposed in the Company's
management. The Directors also commend the confinuing commitment and dedicafion of the
employees at all levels, and the Directors look forward to their confinued support in future.

FOR AND ON BEHALF OF THE BOARD
SHANTI OVERSEAS (INDIA) LIMITED

Sd/-

MANISH HARISHANKAR DUBEY
CHAIRMAN
DIN: 09582612

Place: Mumbai
Date: December 6, 2025