Shaily Engineering Plastics Ltd

Dear Members,

Your directors have pleasure in presenting their 44^th Annual Report together with the Audited Financial Statements for the year ended on 31^st March 2024.

Operations and State of Affairs of the Company:

Note:

The above figures are extracted from the Standalone and Consolidated Financial statements prepared in accordance with Indian Accounting Standards (Ind AS) as specified in the Companies (Indian Accounting Standards) Rules, 2015, read with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Operations and Business

The expansion of Pharma Facility has been completed. Key developments during the year in the business development of the Company are covered in the Management Discussion and Analysis (MDA).

Subsidiary of the Company

Shaily (UK) Ltd., established in the United Kingdom as a Private Limited Company, is a wholly owned subsidiary of the Company. Shaily (UK) Ltd. operates as a Design Centre and a Research & Development division for varied medical and drug delivery devices. A statement containing the salient features of the Financial Statements of Shaily (UK) Ltd. as on 31^st March 2024 as required under Section 129(3) of the Companies Act 2013 is attached as Annexure-A.

In terms of the provisions of Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing therein its Standalone and Consolidated Financial Statements is hosted on the website of the Company at www.shaily.com. Further, Audited Annual Financial Statements of Shaily (UK) Ltd. as on 31^st March 2024, is available on the website of the Company at https://www. shaily.com/investors/compliances-policies/shaily-uk-ltd-wholly-owned-subsidiary The Company does not have any associate or joint venture Company. Shaily(UK) contributed the total revenue of H2789 lacs and PAT(profit after tax) of H2115.72 lacs as on 31^st March 2024.

Dividend

The Board of Directors at their meeting held on 24^th May 2024 has recommended a final dividend of H1 per Equity share having face value of H2 each for the Financial Year ended on

31^st March 2024. The Dividend for the Financial Year ended 31^st March 2024 is subject to the approval of members at the ensuing Annual General Meeting to be held on 21^st September 2024 and will be paid within a statutory time period, if approved by the members at the 44^th Annual General Meeting.

Dividend Distribution Policy

In compliance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has adopted Dividend Distribution Policy, which is placed on the at of the Company weblink https://static.shaily.com/ROo8JgnUQPiO3h8HqMY0- dividend- distribution-policy-pdf

Transfer to Reserves

The Board does not propose to transfer amounts to any reserve(s) out of the amount available for appropriation.

Sub- Division of Equity Shares

With a view to enhance the liquidity of the Company?s equity shares and to encourage the participation of small investors by making equity shares more affordable to invest in the equity shares of the Company, the Board of Directors and Members of the Company at their meetings held on 2^nd September 2023 and on 29^th September 2023 respectively, considered and approved the Sub-division of the existing Equity shares of the Company from the nominal value of H10 (Rupees Ten Only) to Nominal Value of H2 (Rupees Two Only) per Equity share.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule V of the said regulations, Management Discussion and Analysis is set out in this Annual Report. Certain statements in the said report may be forward looking. Many factors may affect actual results, which could differ from what the Directors envisage in terms of future performance and outlook.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure B.

Utilization of funds from proceeds of Preferential Issue

The Company has utilized the entire amount raised through Preferential Issue towards the objects for which the same were raised.

Retirement by Rotation

As per the provisions of the Companies Act, 2013, Mr. Laxman Sanghvi (DIN: 00022977) as a Director, retires by rotation at the forthcoming 44^th Annual General Meeting of the Company and being eligible, seeks re-appointment. The Board recommends his re-appointment.

Re-appointment of Managing Director

Mr. Amit Sanghvi was reappointed as a Managing Director of the Company, effective from 1^st October 2023, for a further period of three (3) years from 1^st October 2023 to 30^th September 2026 by the Board of Directors, at its meeting held on 20^th May 2023, which was approved by the members at the 43^rd Annual General Meeting of the Company.

Re-appointment of Independent Director

Mr. Ranjit Singh was reappointed as an Independent Director of the Company, effective from 18^th May 2024 for the further period of five (5) years starting from 18^th May 2024 to 17^th May 2029 by the Board of Directors at their meeting held on 13^th February 2024, which was approved by the members through Postal Ballot.

Key Managerial Personnel

As on 31^st March 2024, the Key Managerial Personnel of the Company are Mr. Mahendra Sanghvi, Executive Chairman, Mr. Laxman Sanghvi, Executive Director, Ms. Tilottama Sanghvi, Whole Time Director, Mr. Amit Sanghvi, Managing Director, Mr. Sanjay Shah, Chief Financial Officer & Chief Strategy Officer and Ms. Dimple Mehta, Company Secretary & Compliance Officer, in accordance with Section 203 of the Companies Act, 2013.

During the period under review, there were changes in Key Managerial Personnel as outlined below

1. Mr. Ashish Somani resigned from the office of Chief Financial Officer of the Company, effective from close of business hours on 12^th August 2023.

2. Mr. Sanjay Shah was appointed as Chief Financial Officer with effect from 7^th November 2023.

Further, Mr. Sanjay Shah ceased to be Chief Financial Officer and continued as Chief Strategy Officer of the Company with effect from 24^th May 2024 and Mr. Paresh Jain was appointed as Chief Financial Officer with effect from 24^th May 2024.

Meetings of Board

The Board met six (6) times during the Financial Year. Details of the meeting(s) are provided in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

Policy on Nomination & Remuneration

The existing policy is to have an appropriate mix of Executive and Non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As of 31^st March 2024, the Board had a total nine (9) members, four (4) of whom are Executive directors and five (5) are Non-Executive and Independent Directors. The Board has two Women Directors, out of which one-Woman Director is an Executive Director and one-Woman Director is a Non-executive and Independent Director.

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for the selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of the Company

The policy of the Company on Directors? appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Act, in accordance with SEBI (Listing Obligations and Disclosure Requirements), 2015, is available at our website at https:// static.shaily.com/NVmusaHvSkCkSxPngRsT-sepl- nomination-remuneration-policy-pdf.

During the period of under review, there is no change in the Nomination and Remuneration Policy of the Company during the financial year 2023-24.

Salient features of the Nomination & Remuneration Policy are as under:

1. Setting out the objectives of the Policy

2. Definitions for the purpose of the Policy

3. Policy for appointment and removal of Directors, Key Managerial Personnel and Senior Management.

4. Policy relating to the remuneration for the Directors, Key Managerial Personnel, Senior Management Personnel and other employees.

5. Remuneration to Non-Executive/Independent Directors.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration policy of the Company.

Declaration by Independent Directors

The Independent Directors of the Company have given their declaration to the Company that they meet the criteria of independence as specified under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

Familiarization Programme

All new Independent Directors inducted into the Board attend an orientation program. At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining their role, function, duties and responsibilities as an Independent Director. The format of the letter of appointment is available on our website at https:// static.https://static.shaily.com/86x2nOBMRpWOW5up9Pa4-specimen-letter-of-appointment-for-independent-director-pdf-pdf The Board members are provided with necessary reports, internal policies, periodical plant visits to enable them to familiarize with the Company?s procedures and practices. Periodic presentations are made at the meetings of the Board and the committees, on business and performance updates, global business environment, business strategy and risks involved.

The details of familiarization Programme imparted to Independent Directors are available on our website at https:// static.shaily.com/WKU72dYsQRaDuLhm5yL2-familiarisation-programm-for-independent-directors-pdf

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Nomination and Remuneration Policy of the Company, the Nomination and Remuneration Committee ("NRC") and the Board has carried out the annual performance evaluation of the Board, its Committees and individual Directors by way of individual and collective feedback from Directors. The Independent Directors have also carried out annual performance evaluation of the Chairperson, the non-independent directors and the Board as a whole. Structured questionnaires covering the evaluation criteria laid down by the NRC, prepared after taking into consideration inputs received from Directors, were used for carrying out the evaluation process.The Directors expressed their satisfaction with the evaluation process.

The framework includes evaluation of Directors on various parameters such as: Board dynamics and relationships.

Information flows Decision – making.

Company performance and strategy

Tracking board and committee?s effectiveness Peer evaluation

Committees of the Board

The Board has five (5) committees, namely: Audit Committee Nomination & Remuneration Committee Stakeholders? Relationship Committee Corporate Social Responsibility Committee Risk Management Committee

A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report, which forms part of this Annual Report.

During the year, there were no instances where the Board has not accepted recommendation(s) of any Committee of the Board.

Corporate Governance

The Company believes in adopting the best practices of Corporate Governance. Corporate Governance Principles are enshrined in the spirit of the Company, forming its core values. These guiding principles are also articulated through the Company?s code of business conduct, corporate governance guidelines, charter of various sub-committees and disclosure policy.

Report on Corporate Governance for F.Y. 2023-24 forms part of this Annual Report.

Corporate Social Responsibility (CSR)

Being an Indian Company, we are motivated by the Indian ethos of Dharma as a key plank for organizational self-realization. The Company recognizes that its operations impact a wide community of stakeholders, including investors, employees, customers, business associates and local communities and that appropriate attention to the fulfilment of its corporate responsibilities can enhance overall performance. The Company continues its CSR spend towards support to local initiatives, health/medical and education sector, sanitation/cleanliness, Rural Development and such varied activities towards Corporate Social Responsibility initiatives.

The Company under its CSR initiative has partnered with Sigma Group of Institutes to promote and strengthen Indian Start up Eco system by initiating Shaily Sigma Incubation Centre. In compliance with the requirements of Section 135 of the Act, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities undertaken during FY 2023-24 in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure C.

Annual Return

A copy of the Annual Return as required under Section 92(3) of the Act has been placed on the website of the Company. The web-link as required under Section 134(3)(a) of the Companies Act 2013 is as under; https://www.shaily.com/investors/ compliances-policies/annual-return

Particulars of Employees and related disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure D.

A statement showing the names and particulars of the employees falling within the purview of Rule 5(2) of the aforesaid rules are provided in the Annual Report. The Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and the same will be furnished on request in writing to the members.

Audit Reports

The Independent Auditor?s Report on Standalone and Consolidated Financial Statements for F.Y. 2023-24 does not contain any qualification, reservation or adverse remark. The Independent Auditors? Report is enclosed with the Financial Statements in this Annual Report.

The Secretarial Auditors? Report for F.Y. 2023-24 does not contain any qualification, reservation or adverse remark. The Secretarial Auditor?s Report is annexed herewith as Annexure E. As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditor?s certificate on Corporate Governance is enclosed with the Corporate Governance Report in this Annual Report. The Auditor?s certification on the requirement of Corporate Governance for F.Y. 2023-24 does not contain any qualification, reservation or adverse.

The Company has obtained Certificate from M/s Samdani Shah & Kabra, Company Secretaries, Vadodara and Secretarial Auditors of the Company regarding Non- disqualification of Directors, which is enclosed with the Corporate Governance Report in this Annual Report. Accordingly, none of the Directors are disqualified.

Reporting of fraud by auditors

During the F.Y. 2023-24, neither of the auditors viz., Statutory Auditors, Secretarial & Corporate Governance Auditors, nor Cost Auditors have 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.

Statutory Auditors

In Compliance with the provisions of section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, M/s. B S R and Co., Chartered Accountants (Firm Registration number 128510W) (a member entity of BSR & Affiliates) was appointed as Statutory Auditor of the Company by the Members at their 43^rd Annual General Meeting ("AGM") held on 29^th September, 2023, to hold office for the 2^nd term of Five (5) years i.e. up to the conclusion of 48^th Annual General Meeting to be held for F.Y. 2027-28.

Secretarial & Corporate Governance Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board at its meeting held on 24^th May 2024 have appointed M/s Samdani Shah & Kabra, Company Secretaries, as secretarial auditors of the Company, to undertake the Secretarial Audit of the Company for the F.Y. 2024-25.

Cost Auditors

M/s Y. S. Thakar & Co., Cost Accountants, Vadodara, are appointed as Cost Auditors of the Company to conduct an audit of cost records of the Company for F.Y. 2024-25.

Based upon the declaration on their eligibility, consent terms of engagement, the Board at its meeting held on 24^th May 2024, have appointed the Cost Auditors, and recommends the ratification of remuneration to be paid to the Cost Auditors for F.Y. 2024-25 to the shareholders of the Company.

Maintenance of Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 is applicable to the Company and accordingly such accounts & records are prepared and maintained, as required, from time to time.

Internal Auditors

M/s Shah Jain & Hindocha, Chartered Accountants, based at Vadodara, are appointed as Internal Auditors of the Company for F.Y. 2024-25.

Business Responsibility and Sustainability Report

Report on Business Responsibility and Sustainability, in the format as prescribed by the Securities and Exchange Board of India, is annexed herewith as Annexure - F

Policy on Business Responsibility and Sustainability Reporting is available on the Company website at https://static.shaily.com/2KfgCI1USEm3mfq4QcmR-brsr-policy-pdf

Risk Management

The Company has a mechanism in place to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Risk Management Committee, Audit Committee and the Board of Directors of the Company.

The Risk Management Policy of the Company is available on the website of the Company at weblink https://static.shaily.com/ xPWCj6xeT06ZOyzinzhU-sepl-risk-management-policy-pdf

Vigil Mechanism

The Company has a well-defined "Whistle Blower Policy" and has established a robust Vigil Mechanism for reporting of concerns raised by employees and to provide for adequate safeguards against victimization of Directors and employees who follow such mechanism and has also made provision for direct access to the Chairman of Audit Committee in appropriate cases.

The Vigil Mechanism Policy of the Company is available on the Company?s website at weblink https://static.shaily. com/6YQbFHzPS1eqWAVJ3sIk-sepl-vigil-mechanism-policy-pdf

Internal Financial control & its adequacy

The Company?s internal control procedures, which include internal financial controls, ensure compliance with various policies, practices and statutes and keep in view the organization?s pace of growth and increasing complexity of operations. The internal auditors team carries out extensive audits throughout the year across all plants and functional areas and submits its reports to the Audit Committee of the Board of Directors.

SHARE CAPITAL a. Authorised and Paid-up Capital

During the year under review there was no change in Authorized and Paid up Share Capital of the Company. However, the Equity Shares of the Company were subdivided from the nominal value of H10 (Rupees Ten Only) to nominal value of H2 (Rupees Two Only) per Equity share. As a result, the Authorised share capital of the company as on 31^st March 2024 is H16,00,00,000 (Rupees Sixteen Crores only) comprising of 8,00,00,000 (Eight Crores only) Equity Shares of H2 (Rupees Two only) each and issued, subscribed and paid-up share capital of the company is H9,17,35,020 (Rupees Nine Crore Seventeen Lakhs Thirty-Five Thousand Twenty Only) comprising of 4,58,67,510 (Four Crores Fifty-eight Lacs Sixty-seven Thousand Five Hundred Ten only) EquityShares of H2 (Rupees Two only) each).

b. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

c. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

d. BONUS SHARES

No Bonus Shares were issued during the year under review.

e. EMPLOYEES STOCK OPTION PLAN

During the period under review, the Company has granted 2,66,500 options. Details are as follows: a. Grant of Options 51,100 (after sub-division it was 2,55,500 options) on 1^st October 2023. b. Grant of Options 11,000 on 14^th February 2024 to the Eligible Employees of the Company under the Employee Stock Option Plan 2019 (‘ESOP 2019?). Details of Options granted during the F.Y. 2023-24 pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are given hereunder:

The members at their meeting held on 29^th September 2023 approved sub-division of existing Equity Shares of the Company from the nominal value of H10 (Rupees Ten only) to nominal value of H2 (Rupees Two only) per Equity share. Accordingly, H1 equity share of the Company having a face value of H10 each (fully paid-up) divided into 5 equity shares of H2 each (fully paid up) w.e.f. 23^rd November 2023 (record date). In view of the above sub-division of the equity shares of the Company and as mention in the ESOP 2019, the total options that can be granted granted under ESOP 2019 and the Options granted by the Nomination & Remuneration Committee (NRC) on 8^th August, 2023, shall be augmented in the same proportion as the face value per equity share shall bear to the revised face value of the equity shares of the Company after such sub-division, without affecting any other rights or obligations of the said grantees. Accordingly, total number of options for which Member?s approval obtained is 6,70,859 options.

The Scheme was in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 and amended as per SEBI (Share Based Employee Benefits and Sweat Equity) (‘SEBI SBEB & SE Regulations?) in the meetings of NRC and Board held on 8^th February 2023. There was no change in the Scheme except regulatory amendments as per SEBI SEBEB & SE Regulations. Pursuant to Regulation 13 of the SEBI SBEB & SE Regulations Regulations, 2021, a certificate from M/s. Samdani Shah and Kabra, Secretarial Auditors of the Company with respect to implementation of the Scheme with SEBI SBEB & SE Regulations and in accordance with the Member?s resolution in this regard, will be placed at the ensuing Annual General Meeting for inspection by the Members electronically.

Insurance

All the properties and assets of the Company are adequately insured.

Code of Conduct

The Company has laid down a Code of Conduct applicable to the Board of Directors and Senior management personnel of the Company, which is available on Company?s website at https:// static.shaily.com/dWP7hcZHQjC9ueTpqBYt-company-code-of-conduct-policy-pdf. All Board members and senior management personnel have affirmed compliance with the Code of Conduct.

Insider Trading Policy

As required under the Insider Trading Policy Regulations of SEBI and amendments thereto, your directors have framed Insider Trading Regulations and Code of Internal Procedures and Conducts for Regulating, Monitoring and Reporting of Trading of shares by Insider as well as Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. The same is also posted on the website of the Company at https://static.shaily.com/xWqBrgNwSlyuGxgz8uAH-code-of- conduct-pdf.

Related Party Transactions

All Related Party Transactions entered into by the Company during the Financial Year were in an ordinary course of business and on an arm?s length basis. During the year, the Company did not enter into any related party transactions which could be considered material. Hence, there is no information to be provided as required under Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Directors draw attention of the members to Note No. 33 to the Standalone and Consolidated Financial Statements provided in this Annual Report, which sets out related party disclosures.

Particulars of Loans, Guarantees or Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the Financial Statements provided in this Annual Report.

Deposits

The Company has not accepted deposits from the public falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Therefore, the requirement of applicable laws and regulations for disclosure of details of deposits under section 134(3)(q) of the Companies Act, 2013 and rule made thereunder is not applicable.

Secretarial Standards

The Company complies with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

Obligation of Company under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company. The Company has in place a Policy against Sexual Harassment at workplace in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been constituted under the said Act to redress complaints received regarding Sexual Harassment. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. During the year, no complaint was received by the Company.

Material Changes

There have been no material changes and commitments from the close of F.Y. i.e. since 31^st March 2024 till the date of the Board?s report, which may affect the financial position of the Company.

Change in nature of business

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

Significant and material orders passed by Regulators/ courts tribunal

There were no significant and material orders passed by the Regulators or Courts or Tribunals that may impact the going concern status of the Company and Company?s operations in future.

Green Initiative

Electronic copies of the Annual Report for F.Y. 2023-24 and the Notice of the 44^th Annual General Meeting are being sent to all members whose email addresses are registered with the Registrar & Share Transfer Agents (RTA) of the Company / Depository participant(s).

The regulatory authorities i.e. Ministry of Corporate Affairs ("MCA") has vide its 09/2023 dated 25^th September, 2023 and the Securities and Exchange Board of India vide its Circular No. SEBI/HO/CFD/CFD/-PoD-2/P/CIR/2023/167 dated 7^th October, 2023 permitted the Companies for holding of the Annual General Meeting ("AGM") through Video Conferencing/Other Audio Visual Means ("VC/ OAVM"), without the physical presence of the Members at a common venue.

It is hereby requested to all the shareholders to kindly update your email id with your Depository Participant in case of shares are held in Demat and with Company?s Registrar and Transfer Agent in case of shares are held in physical to ensure timely receipt of required information.

44^th Annual General Meeting

The Ministry of Corporate Affairs ("MCA") vide General Circular No. 09/2023 dated 25^th September, 2023 and Securities and Exchange Board of India vide Circular No. SEBI/HO/CFD/CFD/-PoD-2/P/CIR/2023/167 dated 7^th October, 2023, continued to allow companies to hold General Meetings through Video Conferencing facility or through other audio-visual means. Hence, for the convenience of the members, the Company has decided to continue to hold its Annual General Meeting through Video Conference, to facilitate members attending the 44^th Annual General Meeting of the Company.

Details of the meeting and the facility is provided in the Notice of the 44^th Annual General Meeting.

Application(s) made/proceedings pending under the Insolvency and Bankruptcy Code, 2016

The Company has made an application under the Insolvency and Bankruptcy Code, 2016, with the National Company Law Tribunal, Ahmedabad Bench ("the NCLT") against one of its customers, Agile Plast Pvt. Ltd. Value of Litigation is H27 lacs. As on 31^st March 2024, the matter is pending before the NCLT. The NCLT, vide its order dated, 30^th March 2022, had adjourned the matter sine die in light of the case of Jumbo Paper Products v HansRaj Agrofresh (Civil Appeal 7032/2021) which is currently pending before the Supreme Court of India and has the same subject matter as the one in Shaily?s claim before the NCLT. Thus, the matter before NCLT is currently pending as it has been revived and we are waiting for the judgement of the Supreme Court in the aforementioned case in order to get the next hearing date scheduled. Since the likelihood of favourable judgement before the Supreme Court in the aforementioned matter is high, the likelihood of NCLT?s matter in favour of Shaily is high.

General Disclosures:

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

The Managing Director and the Whole Time Directors during F.Y. 2023-24 have not received any amount as commission from the Company.

The Managing Director and the Whole Time Directors during F.Y. 2023-24 have not received any commission/ remuneration from the Subsidiary Company. The Company does not have any Holding Company.

During F.Y. 2023-24, there was no instance of one-time settlement with any Bank or Financial institution. Hence, the disclosure requirement in the context is not applicable.

Directors? Responsibility Statement

In terms of the provisions of Section 134(5) of the Companies Act 2013, the Board of Directors, the Directors confirm that: in preparation of the annual accounts for the F.Y. ended 31^st March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

They have selected such accounting policies and applied them consistently and made judgements 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 profit and loss of the Company for that period.

They have taken proper and sufficient care towards 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.

They have prepared the annual accounts on a going concern basis.

They have laid down internal financial controls to be followed by the Company, which are adequate and are operating effectively; and They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Acknowledgement

We thank our customers, suppliers, business partners, employees and various statutory authorities for their continuos support during the year. Our consistent growth is made possible by their hard work, solidarity, cooperation and support.

We look upon them as partners in its progress. It will be Company?s endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect to and co- operation with each other, consistent with consumer interests and looks upon all the stakeholders for their continued support in future.