The Board of Directors of your company are pleased to present the 15^th Annual Report on the
business, operations and state of affairs of the Company together with Audited Financial
Statements for the Financial Year ended on March 31, 2025.

1. Financial summary or highlights/Performance of the Company; (Standalone)

The Board's Report shall be prepared based on the standalone financial statements of the
company.

Financial Summary;

(AMOUNT IN LAKHS)

The Highlights of the Company's Performance are as under.

During Financial Year 2024-25, your company achieved Rs. 12,468.04/- Lakhs Revenue
From Operations as compared to Rs. 10760.52/- lakhs in previous financial year and
delivered Net Profit after Tax (PAT) of Rs. 804.16/-lakhs as compared to Rs. 625.34/- lakhs
in previous financial year.

2. Web Address of Annual Return, if any:

In Accordance with Section 92(3) read with Rule 12 of Companies (Management and
Administration) Rules, 2014 of Companies Act, 2013, (including any statutory or re¬
enactment thereof for the time being in force) the copy of annual return in the prescribed
format is available at https://www.shvamspices.co.in/pages/annual-return.

3. Company Background:

Our Company was incorporated as a "Private Limited Company” under the provisions of
Companies Act, 1956, pursuant to a certificate of incorporation dated October 19, 2010, and
having Corporate Identification Number U15499RJ2010PTC033117 issued by the RoC,
Rajasthan. Subsequently, our Company was converted into a "Public Limited Company"
under the provisions of Companies Act, 2013, pursuant to the approval accorded by our
Shareholders at their extra-ordinary general meeting held on August 20, 2024.
Consequently, the name of our Company was changed to "Shyam Dhani Industries
Limited" and a fresh certificate of incorporation consequent upon conversion from a private
limited company to a public limited company was issued to our Company on October 08,
2024, and having Corporate Identification Number is U15499RJ2010PLC033117 by the
Central Processing Centre.

4. Initial Public Offer f' lPO' l of Equity Shares:

The Company's vision is to become the leading provider of "High-Quality Spice Products in
both National and Global Markets". In alignment with this vision, strategic initiatives are
being undertaken to expand market presence, enhance operational efficiency, and
strengthen the Company's brand value.

In this context during the period under review, the Board of Directors ("Board"), in its
meeting held on February 01, 2025, proposed to undertake an Initial Public Offering
("IPO”) upto 57,84,000 Equity Shares at a price to be determined by the Board in
consultation with the Book Running Lead Manager (BRLM). Subsequently, the proposal for
the IPO was approved by the shareholders at the Extraordinary General Meeting held on
February 25, 2025.

Pursuant to this approval during the period under review, the Company submitted an
application to the "National Stock Exchange of India Limited" (NSE) for in-principal
approval for the listing of its equity shares on the NSE EMERGE platform, which was filed on
March 28, 2025. However, the application was subsequently withdrawn after the closure of
the financial year, on May 12,2025 due to some prevailing market conditions.

Post closure of the Financial Year ended on March 31, 2025, the Company has again applied
for In-Principle approval for listing of its equity shares on the "NSE EMERGE" platform as on
August 30, 2025. As of the date of this report, the application is under review and pending
for approval.

5. Disclosure with regard to Meetings of the Board:

Board Meetings

During the period under review, the Board of Directors met 17 (Seventeen) times in
compliance with Section 173 of the Companies Act, 2013. The time gap between any two
consecutive Board meetings did not exceed 120 days. These meetings were held to discuss
and decide upon various business strategies, policies, and other related matters. Details of
the Meetings along with the attendance of directors are as follows:

6. Directors' Responsibility Statement:

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, shall state that—

• In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;

• 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 the profit and loss of the company for that period;

• The directors had taken proper and sufficient care 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;

• The directors had prepared the annual accounts on a going concern basis; and

• 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.

7. Reporting of Framte by Auditors;

During the period under review, no frauds were reported by the auditors of the company
under section 143(12) of the Companies Act, 2013.

8. Committees of Board:

During the period under the review the status of the Company was changed from a "Private
Limited Company" to a "Public Limited Company" w.e.f; October 08, 2024. Pursuant to
this conversion and in compliance with the requirements of act the Board of Directors
("Board") has formed various committees such as "Audit Committee”, "Stakeholders
Relationship Committee", and "Nomination and Remuneration Committee".

Additionally, during the Year the Company's Net Profit exceeded the prescribed threshold
limit as specified under Section 135 of the Companies Act, 2013. Accordingly, the Company
has constituted a "Corporate Social Responsibility ("CSR") Committee" in compliance with
the provisions of the said Act. Details regarding the composition of the CSR Committee, the
CSR Policy and the corresponding expenditures are provided in (Annexure -2).

The following are the details regarding the composition, meetings, and other aspects of the
committees:

Audit Committee:

That the Board of the Directors (“Board") in its meeting held on the November 25, 2024 has
constituted the 'Audit Committee' in pursuance of the requirements stipulated under
Section 177 of the Companies Act, 2013. The Committee is comprised of 03 (Three)
Directors, Including 02 (Two) Independent Directors and 01 (One) Executive Director.
Details regarding the composition of the Audit Committee are outlined below:

During the Period under the review the Audit Committee met 03 (Three) times for the
purpose of recommending and reviewing the specific items as included in their terms of the
reference. Details of the meetings, along with the attendance record of committee members,
are as follows:

Note:

Vigil Mechanism

The Company has established the "Vigil Mechanism"and accordingly Framed Whistle Blower
Policy. This Policy enables to the employees to report to the Management the instances of the
unethical behaviour, actual or Suspected Fraud or violation of Company’s Code of Conduct.
The Functioning of the vigil Mechanism are reviewed by the Audit Committee from time to
time. The Whistle Blower Policy of the company are also available on the website of the
company https://www.shvamspices.co.in/pages/policies

Stakeholders Relationship Committee:

That the Board of the Directors ( "Board") in its meeting held on the November 25, 2024 has
constituted the "Stakeholders Relationship Committee” in pursuance of the requirements
stipulated under Section 178 of the Companies Act, 2013. The Committee is comprised of 4
(Four) Directors, Including 02 (Two) Independent Directors 01 (One) Non-Executive Director
and 01 (One) Executive Director. Details regarding the composition of the Stakeholders
Relationship Committee are outlined below:

During the period under review, the Stakeholders Relationship Committee met once to
oversee the safeguards and measures adopted by the Company for the prevention of Insider
Trading, in the interest of protecting stakeholders. Details of the meetings, along with the
attendance record of committee members, are as follows:

Nomination and Remuneration Committee:

That the Board of the Directors in its meetings held on the November 25, 2024 has
constituted the "Nomination and Remuneration Committee" in pursuance of the
requirements stipulated under Section 178 of the Companies Act, 2013. The Committee is
comprised of 3 (Three) Non-Executive Directors out of which 2 (Two) directors are
Independent. Details regarding the composition of the Nomination and Remuneration
Committee are outlined below:

During the period under review, the "Nomination and Remuneration Committee" met

once for the purpose to Evaluate the Performance of the Directors. Details of the meetings,
along with the attendance record of committee members, are as follows:

Note: As per the requirements of the Section 178 of Companies Act 2013 Companies Act
2013 and Rules made there under your company has devised "Nomination and
Remuneration Policy" relating to appointment of Directors, payment of Managerial
remuneration, Directors qualifications, positive attributes, independence of Directors and
other related matters as provided under Section 178(3) of the Companies Act, 2013. The
policy of the Company has been uploaded on the website of the Company
https://www.shvamsDices.co.in/pages/policies

9. Independent Directorfsl:

Declaration:

The Company has received necessary declarations from all Independent Directors of the
Company in accordance with the provisions of Section 149(7) of the Companies Act, 2013
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Companies Act, 2013.

Meetings;

During the period under the review the Separate meeting of the Independent Directors was
held on )anuary 16, 2025 for the purpose to review the performance of the Non¬
Independent Directors, Technology Related Aspects, and Performance of Board as whole
including the assessment of the Quality, Quantity, and timeliness of Flow of Information
Between the company management and the board.

Familiarization Programme for Independent Directors:

In Compliance with the requirements of the Companies Act, 2013 ("Act") the company has
devised the Familiarization Programme for the "Independent Directors" to provide them
Insights into the Company’s strategy, business model, operations, financial performance,
regulatory environment, and governance framework and to enable them to contribute
significantly to the Company.

The details of the Familiarization Programme are also disclosed on the Company's website at
https://www.shvamsDices.co.in/pages/Dolicies

10. Auditor's Remarks;

The Board has duly examined the Statutory Auditors’ Report to the financial statements,
which are self-explanatory and since there are no observations, qualifications, or adverse
remarks or disclaimer made by the Auditors in their report, it does not call for any further
explanations and comments.

11. Particulars of loan, guarantee, investment or security as per Section 186;

12. Brief description of state of Company's affairs:

Company is engaged in the business of the Manufacturing and Packaging of varieties of
Spices and other Grocery Products.

During the Year the company has earned the Net Profit after tax of Rs. 804.16/- (In Lakhs).

Our company is committed to continuous operational and technological advancements to
consistently improve our processes and provide better-quality products to our customers.

We are dedicated to offering pure, high-grade products at fair prices—both nationally and
internationally—while upholding the highest standards of quality, reliability, and customer
satisfaction.

Furthermore, the company is exploring the new opportunities in the market for its business
and your directors are taking all the necessary steps for accelerating the growth of the
company.

13. Transfer to reserves;

14. Dividend:

15. Material changes and commitments occurred during the period between the end of
Financial Year and the date of report, affecting financial position of company:

There are no material changes and commitments affecting the financial position of the
company occurred during the period between the end of the financial year to which the
financial statements relate and the date of this Report.

16. Risk Management Policy;

The Company has developed and implemented a "Risk Management Policy" which
identifies major risks which may threaten the existence of the Company. The same has also
been adopted by your Board and is also subject to its review from time to time. The Policy
can be accessed from the company’s Website at
https://www.shvamspices.co.in/pages/policies.

17. Corporate Social Responsibility fCSRl:

As per provisions of Section 135 of the Companies Act, 2013 (the Act), read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 and other applicable
provisions, every company who falls under the applicability criteria as mentioned under
Section 135(1) of the Act i.e. having net worth of INR 500 crore or more or turnover of INR
1000 crore or more or net profit of INR 5 crore or more in preceding financial year shall
spend at least two per cent of the average net profits of the company made during the
immediately preceding financial years calculated as per provisions of Section 198 of the Act,
towards any of the CSR activities as outlined under Schedule VII of the Act.

As the net profit of the exceeds the prescribed limit, hence the CSR provisions are applicable
on the company. To comply with the provisions the Company has focused on several
corporate social responsibility programs. The Company through its various CSR initiatives,
has aligned with various national priority initiatives. The CSR policy, formulated by the

Corporate Social Responsibility ("CSR") Committee and approved by the Board, continues to
be unchanged.

During the year under review, the Company spent Rs. 9.38/-(In Lakhs) against the
mandated spent of Rs. 9.10/- (In Lakhs), towards identified and approved CSR initiatives
covered under Schedule VII of the Companies Act 2013, directly/ through the implementing
agencies. The Annual Report on CSR Activities is attached and marked as Annexure-ll,
forming a part of this report.

18. Conservation of energy, technology absorption and foreign exchange earnings and
outgo as per Rule 8/8A of Companies Accounts Rules 2014:

19. Performance of subsidiaries, associates and joint venture companies

The Company does not have any subsidiary, Joint Venture or Associate Company.

20. Disclosure as per rule 8(5) of Companies Accounts Rules 2Q14

21. Change in the nature of business, if anv:

There is no change in the nature of business during the year

22. Directors and Key Managerial Personnel:

As of March 31, 2025, the Board of Directors ("Board") comprised of total of 06 (Six)
Directors, 3 (Three) Executive Directors, 02 (Two) Independent Directors and 01 (One) Non
-Executive Director.

The details of the composition of the Board of Directors ("Board") and Key Managerial
Personnel ("KMP") as on the March 31, 2025 are as follows:

During the period under review the following changes have made in the Directors and Key
Managerial Personnel:

(A) Change in Designation of Directors:

During the period under review, there was a change in the designation of the directors. The
details are as follows:

(B) Appointment of Directors and KMP:

During the period under review, the following "Directors" and "Key Managerial Personnel"
("KMP")" were appointed in the Company. The details are as follows:

Note:

• After the closure of the Financial Year ended March 31, 2025, Ms. Sneha Mujawdiya has
resigned from the position of Company Secretary and Compliance Officer with effect from
closing hours of June 12, 2025 due to personal reasons. Following the resignation, the
Board of Directors, at its duly convened meeting held on June 13, 2025, has appointed
Mrs. Ambika Sharma (ACS- 66863) as the new Company Secretary and Compliance
Officer of the Company with effect from June 13, 2025.

• In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr.
Ramawtar Agarwal (DIN: 03289121), being the director longest in office among those
liable to retire by rotation, retires at the ensuing Annual General Meeting and, being
eligible, has offered himself for re-appointment. The Board of Directors, based on the
recommendation of the Nomination and Remuneration Committee, has recommended his
re-appointment as a director liable to retire by rotation.

23. Deposits:

No deposit has been accepted by the company during the year. Therefore, the disclosures
specified under Chapter V of Rule 8 (5) of Companies (Accounts) Rules, 2014 is not
applicable on the company.

24. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future:

No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company's operations in future

25. Annual Evaluation:

The provision of section 134(3) (p) relating to Annual Evaluation of Performance of the
board its committees and of the individual directors is not applicable on the company
during the year.

26. Obligation of Company under the Sexual Harassment of Women At Workplace

(Prevention, Prohibition And Redressal) Act. 2013;

The Company recognizes its duty to provide safe and secure working environment at the
workplace and thus, in line with the requirements of the Sexual Harassment of Women at the
workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place a
Policy for prevention of Sexual Harassment of Women at the workplace and has also set up
an Internal Complaints Committee (ICC) to redress complaints received regarding sexual
harassment. All employees are covered under this policy.

Your Board takes pride in presenting the summary of sexual harassment complaints
received and disposed of during the year 2024-25:

27. Piselosnre as pgr Maternity Benefit Act. 1961:

The Company complies with the provisions of the Maternity Benefit Act, 1961.The Company
ensures that all female employees are provided with maternity leaves, benefits and
protections as mandated by the Act.

28. Number of Employees:

As of March 31, 2025, the total number of employees on the organization’s payroll was 390
(Three Hundred Ninety). The breakdown of employees by category is provided below:

29. Others:

1) Change of Name:

In line with our ongoing strategic growth and expansion plans during the period under
review the status of company has changed from the "Private Limited” company to “Public
Limited" Company, pursuance to the resolution passed by the shareholders at the Extra¬
Ordinary General Meeting held on August 20, 2024.

Following this conversion, the company’s name was changed from the "Shyam Dhani
Industries Private Limited” to "Shyam Dhani Industries Limited ’

2) Share Capital;

The capital structure of the company as on March 31, 2025 are as Follows:

During the year, the Company has not issued any equity share with differential voting rights
hence the disclosure under Rule 4(4) of the Companies (Share Capital and Debentures)
Rules, 2014 is not applicable.

During the period under review there was change in the capital structure of the company, the
details of such changes are as follows:

Authorized Share Capital:

The company in its Extra-Ordinary general meeting held on July 31, 2024 had Increased its
authorized Share Capital from Rs. 1,25,00,000/- (Rupees One Crore Twenty-Five Lakhs Only)
divided into 12,50,000 (Twelve Lakhs Fifty Thousand) Equity Shares of Rs. 10/- each to Rs.
23,25,00,000/- (Rupees Twenty-Three Crores Twenty-Five Lakhs Only) divided into
2,32,50,000 (Two Crores Thirty-Two Lakhs Fifty Thousand) Equity Shares of Rs. 10/- each.

Paid Share Capital:

The company in its Extra-Ordinary General Meeting held on the July 31, 2024 has resolved
to issue 1,37,28,000 (One Crores Thirty-Seven Lakhs Twenty-Eight Thousand) fully paid-up
equity shares to the existing shareholders as bonus shares in the ratio of 12:1 whose names
appear in the Register of Members of the Company as on record date by capitalizing the Free
Reserves and surplus/Security Premium Account, available with the Company.

Following this decision, the Board of Directors, in its meeting held on August 02, 2024,
approved the allotment of 1,37,28,000 (One Crore Thirty-Seven Lakhs Twenty-Eight
Thousand) equity shares with a face value of *10/- each to members listed in the Register of
Members as of the record date.

Consequently, as a result of this Bonus Share allotment, the Paid-Up Share Capital has
increased from *1,14,40,000 (One Crore Fourteen Lakhs Forty Thousand) divided into
11,44,000 equity shares of *10 each, to *14,87,20,000 (Fourteen Crores Eighty-Seven Lakhs
Twenty Thousand) divided into 1,48,72,000 equity shares of *10/- each.

3) Particulars of Employees:

That the disclosures required in terms of the provisions of Section 197(12) of the Companies
Act, 2013 read along with Rule 5(2) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is not applicable on company.

4) General Meetings:

a) Annual General Meeting;

During the period under review the company has held its Annual General Meeting as on
September 30, 2024 in compliance with the provisions of Companies Act 2013, SS -2
(Secretarial Standard on General Meetings) issued by The Institute of Company Secretaries
of India (ICS1) (including any statutory or re-enactment thereof for the time being in force).

hi Extra Ordinary General Meeting:

During the period under review, the Company held 04 (Four) Extra-Ordinary General
Meetings on the dates as mentioned below:

That the above meetings was held in compliance with the provisions of companies Act 2013
SS -2 (Secretarial Standard on General Meetings) issued by The Institute of Secretaries of
India (1CSI) (including any statutory or re-enactment thereof for the time being in force).

5) Auditors:

Statutory Auditor:-

Pursuant to the provisions of Section 139 of Companies Act, 2013 read with the Companies
(Audit and Auditors] Rules, 2014, (including any statutory or re-enactment thereof for the
time being in force] M/S G.L. DANGAYACH & Co., Chartered Accountants (Firm
Registration No. 001582C), were re-appointed as the Statutory Auditor of the Company on
September 30, 2024 for the period of five years to hold the office from the conclusion of
14^th Annual General Meeting till the conclusion of Annual General Meeting held in F.Y.
2028-2029.

The Company has received a certificate from the said Auditors that they are eligible to hold
office as the Auditors of the Company and are not disqualified for being so appointed.

Secretarial Auditor:-

That Pursuant to section 204 of companies Act 2013 and rules made thereunder the
requirement to appoint the Secretarial auditor is not applicable on the company during the
year.

Cost Auditor:-

That Pursuant to section 148 of companies Act 2013 and rules made thereunder the
requirement to appoint the Cost Auditor is not applicable on the company during the year.

6) Disclosure reearding maintenance of Cost Records:

Pursuant to section 148 of companies Act 2013 read with Companies (Cost Records and
Audit] Amendment Rules, 2014, disclosure regarding the maintenance of cost records
is not Applicable on the company during the year.

7) Particulars of contracts or arrangements with related parties:

During the year under review, the Company enter into contracts or arrangement with its
related parties referred to in Section 188(1] of the Companies Act, 2013. Disclosures in
Form AOC-2 in terms of Section 134 (3] (h) of the Companies Act, 2013 and Rule 8 of the
Companies (Accounts] Rules, 2014 is included in this report as ("Annexure-/”) and forms
an integral part of this report.

8) Corporate Governance Certificate: fNot Applicable]

9) Management Discussion and Analysis : fNot Applicable!

10) Human Resources:

Company treats its "human resources" as one of its most important assets. Company
continuously invests in attraction, retention and development of talent on an ongoing basis.
A number of programs that provide focused people attention are currently underway.
Company thrust is on the promotion of talent internally through job rotation and job
enlargement.

11) Transfer of Amounts to Investor Education and Protection Fund:

Company did not have any funds lying unpaid or unclaimed for a period of seven years.
Therefore there were no funds which were required to be transferred to Investor Education
and Protection Fund (1EPF).

12) Secretarial Standards;

The Company has compiled with Secretarial Standards Issued by the Institute of Company
Secretaries of India in the conduct of its Board and General Meetings.

13) Appointment of Designated Person as per Rule 9 of Companies (Management and
Administration) Rules, 2014:

In accordance with Rule 9 of Companies (Management and Administration) Rules, 2014, it is
essential for the Company to designate a person who shall be responsible for furnishing, and
extending co-operation for providing, information to the Registrar or any other authorised
officer with respect to beneficial interest in shares of the company.

After the closure of the Financial Year ended on March 31, 2025. The Company has
appointed Mrs. Ambika Sharma (ACS-66863) being the company and Secretary and
Compliance Officer of the company as Designated Person in the duly convened Board
Meeting and the same will be reported in the Annual Return of the Company.

14) Acknowledgements:

Your directors place on the record their appreciation of the Contribution made by
employees, consultants at all levels, who with their competence, diligence, solidarity, co¬
operation and support have enabled the Company to achieve the desired results.

The board of Directors gratefully acknowledge the assistance and co-operation received from
the Central and State Governments Departments, Shareholders and Stakeholders.

For SHYAM DH ANI INDUSTRIES LIMITED For and on behalf of the Board of Director

For SHYAM DHANI INDUSTRIES LIMITED

V^/f^MAWTAR AGARWAL

Vithal Agarwal VRTHALAGARWAL
Chairman-and Managing Director Whole-time director Whole-Time Director

DIN:03289121 DIN:07784499 DIN:07784499

Date: - September 01, 2025
Place:- Jaipur