Your Directors are pleased to present the 13^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 31^st March, 2024.

FINANCIAL HIGHLIGHTS

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

(Amount in INR)

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 993.64 Lakhs and the profit before tax amounted to INR (126.94) Lakhs and the
net profit after tax amounted to INR (94.92) Lakhs. The EBITD is INR (102.60) Lakhs, which is 10.32 % of Turnover.

Consolidated

The total revenue from operations of the Company is INR 1066.16 Lakhs and the profit before tax amounted to INR (205.32) Lakhs and the
net profit after tax amounted to INR (152.94) Lakhs. The EBITD is INR (167.19) Lakhs, which is 15.68% ofTurnover.

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 reporting period amounted to INR 1066.16 Lakhs. The directors are thankful to all its suppliers for on time
delivery ofthe 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 gratitude towards the stakeholders for all the support that the Company has received
from them and hope that the Company continues to receive the same support in the coming future.

SUBSIDIARIES. JOINT VENTURE AND ASSOCIATE COMPANIES

The Company has 2 (Two) Subsidiary Companies pursuant to section 2 (47) (i) ofthe Companies Act, 2013 as follows:

(i) Shaan Agro Oils & Extractions Private Limited

(ii) SOIL Consultech Private Limited

All the Companies are 100% wholly owned subsidiaries. A report on the performance and the financial position of the subsidiaries as per
Form AOC-1 is annexed to this report as ANNEXURE-1.

During the year under review, there has been no material change in the business of the Company's Subsidiary Companies. However, the
Subsidiary Company M/s. Shaan Agro Oils & Extractions Private Limited has started trading in Futures and Options in the Capital Market.

No Company has become or ceased to be its joint venture or associate company during the year. The Company has transferred 10,000
(100%) equity shares of INR 10/- each held in Biograin Protinex Private Limited. Consequently, after transfer of the said shares, Biograin
Protinex Private Limited has ceased to be wholly owned subsidiary with effect from 5^th June, 2023.

The Consolidated Financial Statements presented by the Company for the year ended 31^st March, 2024 are prepared in accordance with
Section 129 (3) of the Act and include the financial results of all its subsidiary companies, which forms part of this Annual Report.

Moreover, pursuant to provisions of section 136(1) of the Companies Act, 2013, audited Financial Statement of the subsidiary companies
are placed on the Company’s website and can be accessed at www.shantioverseas.com. The Consolidated Financial Statements presented
by the Company include the financial result of its subsidiary companies.

Policy for determining Material Subsidiaries is available on the Company’s website and can be accessed at www.shantioverseas.com.
Presently, the Company has one material subsidiary namely M/s. Shaan Agro Oils & Extractions Private Limited.

CHANGE IN NATURE OF BUSINESS

There is no change in control and nature of business activities during the period under review.

DIVIDEND

Considering the performance and the state of affairs of the Company, your Directors have decided not to recommend any dividend on
Equity Shares for the year under review to cater the growing need of funds for upcoming business operations of the Company.

TRANSFER TO RESERVES

The Directors have decided to retain the entire total comprehensive income for the current year in Other Equity.

The Company has a Closing Balance of INR 824.10 Lakhs (INR Eight Crore Twenty Four Lakhs Nine Thousand Five Hundred Forty Five)
as Reserves and Surplus as on 31^st March, 2024.

The Closing Balance of Reserves and Surplus is bifurcated as follows:

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 Mrs. Archna Maheshwari, Practicing Company Secretary confirming the compliance
with the conditions of Corporate Governance is attached to the report on Corporate Governance.

ANNUALRETURN

Pursuant to Section 92 (3) and Section 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.shantioverseas.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 Section 92 (3) of the Companies Act, 2013.

SHARE CAPITAL & LISTING OF SHARES

The paid-up Equity Share Capital as on 31^st March, 2024 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 National Stock Exchange of India Limited. All Equity Shares are held in dematerialized form. The ISIN No. of the
Company is INE933X01016.

The Annual Listing fee for the year 2024-25 has been paid on time.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Cessation of Directors

Mr. Mukesh Kacholia (DIN: 00376922), Whole Time Director and Mr. Sudeep Satyendra Saxena (DIN: 05129819), Independent

Director have resigned from the directorship of the Company w.e.f. 2^nd June, 2023 and 10^th January, 2024 respectively.

B. Confirmation of Appointment

No appointment of director was made during the Financial year 2023-24. However, Mrs. Devyani Chhajed (DIN: 10276186) was
appointed as an Additional Independent Director ofthe Company w.e.f. 08^th April, 2024.

Pursuant to the provisions of section 161(1) of the Companies Act, 2013 read with the Articles of Association of the Company, Mrs.
Devyani Chhajed (DIN: 10276186) has been appointed as an Additional Director in the capacity of Non-Executive Independent
Director of the Company with effect from 08^th April, 2024 and she shall hold the office only upto the date of this Annual General
Meeting and being eligible offers herself for re-appointment as an Independent Director of the Company to hold the office for 5
(five) consecutive years.

C. Directors seeking Re-appointment

Mr. Ayush Kacholia, Whole Time Director (DIN: 03096933) retires from the Board by rotation and being eligible, offers himself for
re-appointment.

D. Directors and Key Managerial Personnel

The Directors and Key Managerial Personnel of the Company as on 31^st March, 2024 are tabled below:

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board meets at least four times in a year at quarterly intervals and more frequently if deemed necessary, to transact its business. During
the Financial Year, the Board has met 6 (Six) times i.e. 30^th May, 2023, 05* June, 2023, 14^th August, 2023, 06*¹ September, 2023,
17^th October, 2023 and 14⁴¹ February, 2024.

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) ofthe 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.

AUDIT COMMITTEE

The details pertaining to the role, objective and composition of the Audit Committee are included in the Corporate Governance Report
forming part ofthis Annual Report.

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 ofthe
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) were also evaluated by the Independent Directors at the
separate meeting of Independent Directors ofthe 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 31^st March, 2024, the applicable Accounting Standards have

been followed and there is no material departure from the same;

ii. The Directors had 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 31^st March, 2024;

iii. The Directors had 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 had prepared the annual accounts ongoing concern basis;

v. The Directors had 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 had 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. Muchhal & Gupta, Chartered Accountants, (FRN: 004423C) was appointed as the Statutory Auditors of the Company at the
8^th Annual General Meeting held on 27* September, 2019 to hold the office till the conclusion of the 13^th Annual General Meeting.

M/s. SPARK & Associates, Chartered Accountants LLP, (FRN: 005313C / C400311) Indore to act as Statutory Auditors of the
Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the 18^th Annual General Meeting
of the Company on such remuneration as may be mutually agreed between the Board of Directors and the Statutory Auditors of the
Company.

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 ofthe 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, except the title deed of the immovable
properties recorded in the books of accounts ofthe Company are not held in the name of the Company.

2. INTERNAL AUDITOR

The Board appointed M/s. S. Ramanand Aiyar & Co. (FRN: 000990N) as the Internal Auditors of the Company to conduct Internal
Audit for the Financial Year 2023-24 at such remuneration as decided by the Board of Directors ofthe Company.

3. SECRETARIAL AUDITOR

The Board appointed M/s. Archna Maheshwari & Co., Practicing Company Secretary, to conduct Secretarial Audit for the Financial
Year 2023-24.

Pursuant to Regulation 24A of the Listing Regulations, the Company has obtained Annual Secretarial Compliance Report from a
Practicing Company Secretary on compliance of all applicable SEBI Regulations and circulars / guidelines issued there under and
the same were submitted with the Stock Exchange.

The Audit Report of the Secretarial Auditor’s of the Company and it’s material subsidiary for the financial year ended 31^st March,
2024 are attached herewith as ANNEXURE 2 (i) and ANNEXURE 2 (ii).

REVIEW OF AUDITOR’S REPORT AND SECRETARIAL AUDITOR’S REPORT

There are no qualifications, reservations or adverse remarks made by Statutory Auditors M/s. Muchhal & Gupta, Chartered
Accountants, (FRN: 004423C), in the Auditor's Report.

The reports of the Secretarial Auditors for the F.Y. 2023-24 submitted by M/s. Archna Maheshwari & Co., Practicing Company
Secretary also does not contain any qualifications. There are no qualifications in the reports and hence it did not call for any further
explanation.

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported to the Audit Committee under
Section 143 (12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the
details of which would need to be mentioned in the Board's Report.

POLICIES OF THE COMPANY

POLICY ON NOMINATION AND REMUNERATION COMMITTEE

The Company has a detailed policy on remuneration of Directors and senior management employees, details of the same are given
on the website ofthe Company www.shantioverseas.com. The committee performs the following duties:

1. Identify persons who are qualified to become Directors and may be appointed in senior management in accordance with the
Criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's
performance;

2. Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to
the board a policy relating to the remuneration for Directors, KMPs and other employees;

3. Formulation of criteria for evaluation of performance of Independent Directors and the board of directors;

4. Revising a policy on diversity of Board of Directors;

5. Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance
evaluation of Independent Directors;

6. Determine our Company's policy on specific remuneration package for the Managing Director/Executive Director including
pension rights;

7. Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors;

8. Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the
performance and determine the amount of incentive of the Executive Directors for that purpose;

9. Decide the amount of Commission payable to the Whole Time Directors;

10. Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of
the Company, standards prevailing in the industry, statutory guidelines etc.;

11. To formulate and administer the Employee Stock Option Scheme.

PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of
Insider Trading with a view to regulate trading & securities by the Directors and Designated Employees of the Company. The same is made
available on the website ofthe Company www.shantioverseas.com.

The Code requires Trading Plan, preclearance for dealing in the company's shares and prohibits the purchase or sale of Company's shares
by the Directors and the Designated Employees while in possession of unpublished price sensitive information in relation to the Company
and during the period when the Trading Window is closed.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of CSR are not applicable on the Company for the Financial Year 2023-24 taking into account the financials of immediate
preceding Financial Year i.e. 2022-23. The Company does not fall in any ofthe limits as prescribed under section 135 ofthe Companies Act,
2013 amended by the Companies (Amendment) Act, 2017 which come into effect from 19^th September, 2018.

The Annual Report on CSR activities is annexed herewith as ANNEXURE-3 of this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the policy of Corporate Social Responsibility is made available on the website ofthe
Company at www.shantioverseas.com.

VIGIL MECHANISM/WHISTLE BLOWER MECHANISM

Through vigil mechanism Company seeks to provide a mechanism for the Directors and Employees to disclose their concerns and
grievances on unethical behavior and improper/illegal practices and wrongful conducts taking place in the Company for appropriate
action. Through this mechanism, the Company provides necessary safeguards to all such persons for making sheltered disclosures in good
faith.

During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism was
received by the Company.

The Vigil Mechanism policy may be accessed on the Company's website at the link: 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 ofthe Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The contract/arrangements entered into with the related parties for the year under review were in ordinary course of business and on arm’s
length basis and there is no material transaction to be reported under Section 188 (1) of the Companies Act, 2013, hence disclosure in Form
AOC-2 is not required.

During the year the Company, has not entered into any materially significant Related Party Transactions which may have potential conflict
with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming part of the notes to
financial statements.

POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION

Your Company has adopted policy on Materiality of Related Party Transactions to set out the manner of entering into transactions with the
related parties.

The Policy on Materiality of Related Party Transactions has been made available on the website of the Company www.shantioverseas.com.

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were
at arm’s length and in the ordinary course of business. Prior omnibus approval was obtained for related party transactions of repetitive
nature and was entered in the ordinary course of business.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its Internal Financial Control Systems commensurate with operations of the Company. The Management regularly
monitors the safeguarding of its assets, prevention and detection of frauds and errors, and the accuracy and completeness of the accounting
records including timely preparation of reliable financial information. The SAPB1 module of accounting ensures strong financial control
from beginning till end. It also ensures security of financial information from any data tampering.

The Head of Company's Internal Audit Team together with the Internal Auditors of the Company consult and review the effectiveness and
efficiency of these systems and procedures to ensure that all assets are protected against any loss and that the financial and operational
information is accurate and complete in all respects.

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

There were no material change and commitments, affecting the financial position of the Company which occurred between the end of the
financial year to which this financial statement relates and upto the date of Report.

Soymeal Export is stopped due to tax and countervailing Duty imposed by US Govt. on Export of Soymeal. The Exports are drastically
reduced. The whole organic Soymeal Manufacturing Industry in India saw a substantial fall in export to United States of America (‘USA’)
due to levy of Countervailing Duty and antidumping duty on produce imported from India. The Soybean Processors Association of
India(‘SOPA’) has challenged such levy by USA before the appropriate forum and the matter is sub-judice as on date. The Company also
got impacted by the same and saw decline in export turnover during the year and also sold off its related Plant and Machinery in the best
interest ofthe Company and its stakeholders.

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) ofthe Companies Act, 2013 read with Rule 8(3) ofthe 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. TECHNOLOGYABSORPTION

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

C. FOREIGN EXCHANGE EARNINGS & OUTGO

*FOB Value of Exports & CIF Value of Imports.

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 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

Further, the following details form part of ANNEXURE-4 to the Board Report:

• 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 in ANNEXURE-4.

• Disclosure Pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
ANNEXURE-4.

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-5.

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 Nomination and Remuneration Committee, Stakeholders Relationship 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 meetings of the ‘Board of Directors’
and ‘General Meetings’ respectively.

• The Company has always been committed to provide as a safe and conducive work environment to its employees. Your Directors
further state that during the year under review there were no case reported relating to the Sexual Harassment of Women at work place
(Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their gratitude to the Central and State Governments, Bankers, Investors and other
Stakeholders for their continuous support, co-operation and their valuable guidance to the Company and for their trust reposed in the
Company's management. The Directors also commend the continuing commitment and dedication of the employees at all levels and the
Directors look forward to their continued support in future.

BY THE ORDER OF THE BOARD
FOR: SHANTI OVERSEAS (INDIA) LIMITED

SD/-

AYUSH KACHOLIA

PLACE: INDORE CHAIRMAN

DATE: 06^th SEPTEMBER, 2024 DIN:03096933