Shekhawati Industries Ltd

  • BSE Code : 533301
  • NSE Symbol : SHEKHAWATI
  • ISIN : INE268L01046
  • Industry :TEXTILES - PROCESSING

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Directors Reports

To the Members,

Your Directors have pleasure in submitting their 34th Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2025.

1. FINANCIAL RESULTS:

The financial highlights of your Company for the financial year ended March 31, 2025 are summarized as follows:

(Amount in Lakh)

Particulars 2024-2025 2023-2024
Net Sales /Income from
Business Operations 6063.71 7675.06
Other Income 177.71 360.61
Total Income 6241.42 8035.67
Less: Expenses 5529.38 6067.45
Total 712.04 1968.22
Less: Interest 3.56 4.47
Profit before Depreciation 708.48 1963.75
Less: Depreciation 81.49 834.74
Profit/Loss after depreciation and Interest 626.99 1129.01
Add : Exceptional Items 0 14275.85
Profit/Loss before Tax 626.98 15404.86
Less: Current Income Tax (1.24) 5.86
Less: Deferred Tax Liability / (Assets)
Net Profit / Loss after Tax 628.21 15399.00
Other comprehensive Income/(Loss) (36.89) 19.40
Total Comprehensive Income/(Loss) for the year (After tax) 591.32 15418.40
Dividend (including Interimifanyandfinal)
Net Profit after dividend and Tax 591.32 15418.40
Amount transferred to General Reserve
Balance carried to Balance Sheet 591.32 15418.40
Earnings per share (Basic) 1.82 44.67
Earnings per Share(Diluted) 1.82 44.67

2. DIVIDEND:

There is no recommendation of Dividend on the Equity Shares of the Company for the financial year under review as the board of Director has decided to retain the entire amount of profit to reserve and surplus to strengthen the financial position of the Company.

3. TRANSFER TO RESERVES:

The company has transferred entire amount of profit for FY 2024-2025 in reserve and surplus.

4. CHANGE IN NATURE OF BUSINESS :

During the year under review the Company had diversified its business in the field of Real Estate and Construction sectors apart from Textile segment. Accordingly the Company has amended its Object clause vide Certificate of Registration of the Special Resolution Confirming Alteration of Object Clause(s) dated July 24, 2024.

5. CONSOLIDATION OF EQUITY SHARES OF THE COMPANY:

During the year under review the Company has consolidated existing 10 (Ten) Equity shares having face value of Re.1/- (Rupee One Only) each into new 1 (One) Equity share having face value of Rs.10/- (Rupees Ten Only) each, which shall rank pari passu in all respect with the existing Equity Shares of the Company."

As on March 31, 2025, the Authorized Share Capital of the Company was Rs. 40,00,00,000 divided into 4,00,00,000 equity shares of Rs.10/- each.

The Issued, subscribed and paid up share capital of the Company as on March 31, 2025 was Rs. 34,47,00,000 divided into 3,44,70,000 equity shares of Rs.10/- each.

6. CHANGE IN REGISTERED OFFICE ADDRESS OF THE COMPANY:

During the year under review the Company has received the new Certificate of Registration of Regional Director dated November 27, 2024 order for Shifting of Registered Office from Silvassa, Dadra & Nagar Haveli to Mumbai, Maharashtra.

The new Registered Office address of the Company is as mentioned below: Shekhawati Industries Limited

Unit No. 1102/1103, A-wing, 11th Floor, Express Zone, Off. Western Express Highway, Malad East, Mumbai – 400 097. Maharashtra – India.

7. CHANGE IN NAME OF THE COMPANY:

During the year under review the Company has changes its name from Shekhawati Poly-Yarn Limited to Shekhawati

Industries Limited vide new Certificate of Incorporation dated July 23, 2024.

The New name of the Company is M/s. Shekhawati Industries Limited (Formerly Shekhawati Poly-Yarn Limited).

8. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

Your Directors wish to present the details of Business operations done during the year under review:

a. Performance:

During the financial year 2024-25, the Company continued its core activities of job work and textile consultancy within the textile sector. The overall operational performance improved during the year. In a significant strategic move, the Company has entered into the real estate sector. Construction work has commenced on a newly acquired land parcel located in Khandala, Maharashtra. The Company expects this ongoing development to begin contributing to revenue in the upcoming financial year.

The Company reported a Profit After Tax (PAT) of Rs. 626.99 lakh in 2024-25 as against Rs.15,399.86 lakh in the previous year. The unusually high profit in 2023-24 was primarily due to exceptional gains arising from the settlement of loans under a One-Time Settlement (OTS) facilitated by the Asset Reconstruction Company (ARC).

The turnover for the year stood at Rs. 6,241.42 lakh, as compared to Rs. 8,035.67 lakh in the previous year, reflecting a reduction primarily attributable to normalization after one-time events.

b. Marketing and Market environment:

The Company believes that its scale of operations and deep domain expertise across the textile value chain will continue to offer a competitive edge in terms of bothcostefficiencyandrevenue . generation

To meet the challenges of increasing competition, the Company is focusing on innovation, creativity, design excellence, and leveraging its long-standing business relationships across sectors. These efforts are expected to improve customer engagement and market reach.

c. Future Prospects including constraints affecting due to Government policies:

The textile segment, being the primary revenue driver, is expected to sustain its contribution in the short to medium term.

The newly launched Real Estate business is anticipated to become a significant growth vertical in the long-term horizon.

While global geopolitical tensions and uncertainties—such as changing tariff policies in Western markets-may impact short-term demand, especially in export segments, the Company remains optimistic about long-term growth. Rising incomes and increased consumption within the Indian subcontinent are expected to provide a strong base for sustained expansion in both Textile and Real Estate operations.

9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements related and the date of this report.

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no significant and material orders passed by the regulators / courts that would impact the going concern status of the Company and its future operations.

11. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year ended March 31, 2025 as stipulated under Regulation 34(2) and (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, is presented in a separate section forming part of this Annual Report.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules,

2014 is furnished in "Annexure A" and is attached to this report.

13. RISK MANAGEMENT POLICY:

Risk management includes identifying all types of risks and its assessment, risk handling and monitoring and reporting.

The Company has laid down a well-definedrisk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor the principal risks that can impact its ability to achieve its strategic objectives. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company has adopted Risk Management Policy in accordance with the Listing Regulations, 2015.

The Risk Management Policy is available on: weblink https://www.shekhawatiind.com/companypolicy.html

14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE

SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to Section 135 of the Companies Act, 2013 and the relevant rules, the Board has constituted Corporate Social

Responsibility (CSR) Committee. The member of the Committee are Mr. Mukesh Ramniranjan Ruia, Mrs. Shweta Mundra and Mr. Sushil Kumar Poddar. The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy.

The Provision for CSR are applicable as per Section 135 of Companies act 2013. During the year company is not liable to make the expenditure towards CSR Activity, hence expenditure is not incurred towards CSR Activity. The detailed CSR Policy is hosted on Company's website weblink https://www.shekhawatiind.com/companypolicy.html Annual report on CSR as required under Companies (Corporate Social Responsibility Policy) Rules 2014 is furnished in "Annexure B" and forms part of this report.

15. DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has been employing woman employees in various cadres within its office. The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of woman at work place (Prevention,

Prohibition and Redressal) Act, 2013. Internal Complaint Committee is set up to redress any complaints received and are monitored by woman line supervisors. All employees are covered under this policy. There was no complaint received from any employee during the financial year 2024-25 and hence no complaint is outstanding as on March 31, 2025 for redressal.

16. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for directors and employees to report genuine concerns. The vigil mechanism provides for adequate safeguards against victimization of person who use vigil mechanism and also provide direct access to Chairman of the Audit Committee and Managing Director of the Company in appropriate and exceptional cases.

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.shekhawatiind.com

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

COMPANIES ACT, 2013:

During the year under review the company has granted Loan under Section 186 of the Companies Act, 2013. The details of loan is mentioned in Notes to Financial Statement of this Annual Report.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Particulars of Contracts or Arrangements made with related parties made pursuant to Section 188 is furnished in "Annexure C" and is attached to this report. All related party transactions that were entered into during the year under report were on an arm's length basis and in ordinary course of business and were in compliance with applicable provisions of the Act and Listing Regulations.

The policy on the materiality of the Related Party Transactions and also on dealing with the Related Party Transactions as approved by the Audit Committee and Board of Directors as well as shareholders is available on the weblinkhttp://https:// www.shekhawatiind.com/companypolicy.html

19. AUDITORS REPORTS:

The Notes on Accounts and observation of the Auditor in the Reports on the accounts of the Company are self explanatory and does not call for any further clarifications.

20. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND

DISCHARGE OF THEIR DUTIES:

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, including criteria for determining Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in "Annexure D" and is attached to this report.

21. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rules framed thereunder, Draft Annual Return in form MGT-7 as on March 31, 2025 is available on the Company's website at www.shekhawatiind.com.

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

23. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

24. MEETINGS OF THE DIRECTORS:

The Board met 8 (Eight) times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the periods prescribed by the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

25. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submit its responsibility statement that:-

a) In the preparation of the annual accounts, applicable accounting standards have been followed with explanation for any material departures; if any

b) The directors had selected 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;

c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The annual accounts are prepared on a going concern basis;

e) Internal financial controls laid have been followed by the Company and that such internal financial controls are adequate and are operating effectively and;

f) 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.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, following Directors were appointed/re-appointed and resigned in the Company.

Appointment/Re-appointment:

1) As per the provisions of Section 152(6) of the Companies Act, 2013, Mr. Mukesh Ramniranjan Ruia (DIN:00372083)

Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

2) As per the provision of Section 196, 197 & 203 of the companies Act, 2013, Mrs. Kalpana Mukesh Ruia (DIN : 02334623) as an Additional Executive Director is appointed for a term of 5 years as a Executive Director of the Company.

3) Mrs. Shweta Mundra (DIN: 08728819) completed her first term of five (5) consecutive years as Independent Director of the Company on May 7, 2025, in accordance with the provisions of Section 149(10) of the Companies Act, 2013.

On the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, the proposal for re-appointment of Mrs. Shweta Mundra as an Independent Director of the Company for a second term of five (5) consecutive years commencing from July 12, 2025 to July 11, 2030 as an Independent Director, not liable to retire by rotation is being included in the Notice of ensuing 34th Annual General Meeting for approval of the shareholders.

Mrs. Shweta Mundra has submitted a declaration confirming that she meets under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, she possesses appropriate skills, qualifications, integrity, and experience and fulfills the conditions for her continued appointment as an Independent Director.

4) Mrs. Sudha Agarwal (DIN: 08728819) will complete her first term of five (5) consecutive years as Independent Director of the Company on August 25, 2025, in accordance with the provisions of Section 149(10) of the Companies Act, 2013.

On the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, the proposal for re-appointment of Mrs. Sudha Agarwal as an Independent Director of the Company for a second term of five (5) consecutive years commencing from August 26, 2025 to August 25, 2030 as an Independent Director, not liable to retire by rotation is being included in the Notice of ensuing 34th Annual General Meeting for approval of the shareholders. that she meets the criteria of independence Mrs.SudhaAgarwalhassubmittedadeclarationconfirming as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, she possesses appropriate skills, qualifications, integrity, and experience and fulfills the conditions for her continued appointment as an Independent Director.

5) Mr. Nirmal Bagri (DIN: 091521839) will complete his first term of five (5) consecutive years as Independent Director of the Company on April 22, 2026, in accordance with the provisions of Section 149(10) of the Companies Act, 2013.

On the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, the proposal for re-appointment of Mr. Nirmal Bagri as an Independent Director of the Company for a second term of five (5) consecutive years commencing from April 23, 2026 to April 22, 2031 as an Independent Director, not liable to retire by rotation is being included in the Notice of ensuing 34th Annual General Meeting for approval of the shareholders.

Mr. NirmalBagrihassubmitted confirmingthat he meets the criteria of independence as prescribed under declaration

Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, he possesses appropriate skills, qualifications, integrity, and experience and fulfills the conditions for his continued appointment as an Independent Director.

Attention of the member is invited to the relevant item in the Notice of the 34th Annual General Meeting and explanatory statement thereto.

Appointment / Resignations of the Director/Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this Report are :

Name Designation
1 Mr. Mukesh Ramniranjan Ruia Chairman & Managing Director
2 Mrs. Kalpana Mukesh Ruia* Executive Director
4 Mr. Suresh Chandra Gattani* Chief Financial Officer
5 Mrs. Meena Agal* Chief Financial Officer, Company Secretary & Compliance Officer

*Mrs. Kalpana Mukesh Ruia appointed as an Additional Executive Director w.e.f July 24, 2025 *Mr. Suresh Chandra Gattani has resiged w.e.f November 20, 2024

*Mrs. Meena Agal* appointed as Chief Financial Officer w.e.f February 3, 2025 in addition to Company Secretary & Compliance Officer.

Board Evaluation:

Pursuant to section 134 and 174 of the Act, and Regulation 17 and 19 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors, Board, its committees including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgement thereby safeguarding the interests of the Company. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Committees. The Directors expressed their satisfaction with the evaluation process.

Familiarization Programme:

The Company have conducted presentation during the financial the Company, their roles, responsibilities in the Company, performance update of the Company, global business environment, technology and the risk management system of the Company. Further, the Directors are encouraged to attend the training programmes being organized by various regulators/bodies/Institution on above matters and freedom to interact with the management of the Company. The detailed policy and programme is hosted on Company's website weblink https://shekhawatiind.com/images/15.%20FAMILIARIZATION%20PROGRAMMES%20FOR%20 INDEPENDENT%20DIRECTORS.pdf.

27. DECLARATION OF INDEPENDENT DIRECTORS:

The company has received necessary declaration from all Independent Directors under section 149(7) of the Companies

Act, 2013, that he/she meets the criteria of independence as prescribed under Section 149(6) and (7) of the Companies Act, 2013, and Regulation 16 of Listing Regulations.

28. STATEMENT ON INTEGRITY, EXPERTISE, AND EXPERIENCE OF INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Director regarding their Integrity, Expertise and Experience.

29. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee consists of the following members as on March 31, 2025.

Name of the Member Designation
1 Mr. Sushil Kumar Poddar Chairman
2 Mr. Mukesh Ramniranjan Ruia Member
3 Mrs. Shweta Mundra Member

The above composition of the Audit Committee consists of Independent Directors viz., Mr. Sushil Kumar Poddar and Mrs. Shweta Mundra who form the majority. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and is also displayed on the website of the Company.

30. DISCLOSURE OF COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee consists of the following members as on March 31, 2025.

Name of the Member Designation
1 Mr. Sushil Kumar Poddar Chairman
2 Mrs. Sudha Agarwal Member
3 Mrs. Shweta Mundra Member

The above composition of the Nomination & Remuneration Committee consists of Independent Directors viz., Mr. Sushil Kumar Poddar, Mrs. Shweta Mundra and Mrs. Sudha Agarwal. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

31. DISCLOSURE OF COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee consists of the following members as on March 31, 2025.

Name of the Member Designation
1 Mr. Sushil Kumar Poddar Chairman
2 Mr. Mukesh Ramniranjan Ruia Member
3 Mrs. Shweta Mundra Member

The above composition of the Stakeholder Relationship Committee consists of Independent Directors viz., Mr. Sushil Kumar Poddar and Mrs. Shweta Mundra form Majority of the Committee. More details on the Committee are given in the Corporate Governance Report which forms part of this Annual Report.

32. DETAILS OF FRAUD AS PER AUDITOR REPORT:

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the audit committee, under section 143(2) of the companies Act, 2013, any instance of fraud committed against the Company by its officers or employee, the details of which would need to be mentioned in the Board Report.

33. AUDITORS: STATUTORY AUDITORS:

M/s. Ajay Shobha & Co. Chartered Accountants is the Statutory Auditor of the company appointed in 29th Annual General

Meeting till the conclusion of the 34th Annual General Meeting to be held in the financial year 2025.

The Company has appointed SGCO & Co. LLP, Chartered Accountants (Firm Registration No.112081W/W100184) as the Statutory Auditor of the Company in the Board Meeting held on July 24, 2025 subject to approval of the members in the ensuing 34th Annual General Meeting from the date of 34th Annual General Meeting till the conclusion of the Annual General Meeting to be held in the financial year 2030-2031 to approve the Financial Result for the year ended on 31st March, 2030

SGCO & Co. LLP, Chartered Accountants (Firm Registration No.112081W/W100184) have under Sections 139 and 141 of the Act and Rules framed thereunder confirmed that they are not disqualified from appointing as Statutory Auditor of the Company and furnished a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33 of the Listing Regulations.

COST AUDITORS:

As per the requirements of Section 148 of the Act, read with the Companies (Cost Record and Audit) Rules, 2014, the Audit of Cost Account related to Textile product is being carried out every year. The Board of Directors have based on the recommendations of the Audit Committee, appointed M/s. N. Ritesh & Associates, Cost Accountants, Mumbai (Membership

No. M/26963) to audit the cost accounts of the Company for the year ended March 31, 2025 on a remuneration to be fixed between the Board and Cost Auditor. As required under the Act, necessary resolution seeking member's ratification for the remuneration payable to M/s. N. Ritesh & Associates is included as Item Number 8 of the Notice convening 34th Annual General Meeting.

The Cost Audit Report, for the year ended March 31, 2024 was filed with the Central Government within prescribed time.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and in accordance with the requirement of Regulation 24A of the SEBI (LODR), Regulation, 2015, and subject to approval of shareholders in AGM, the Board of Directors has appointed

Dipesh Gosar & Co., Company Secretaries, M. No. ACS: 23755 : C P No. 26801 a proprietorship of Company Secretaries in practice to undertake the Secretarial Audit for a period of five (5) consecutivefinancialyear from FY 2025-26 to 2029-30.

The Secretarial Audit Report in Form MR-3 issued by M/s. GMJ & Associates, Practicing Company Secretaries for the financial year March 31, 2025 is annexed to this Reportas "Annexure E". There is no qualification, reservation or adverse remark in their report.

INTERNAL AUDITORS:

M/s. Sunil Kudwa & Co., Chartered Accountants (Firm Registration No. 123657W) were appointed as Internal Auditors of the Company for the F.Y. 2024-2025.

Their appointment as an Internal Auditor for the Financial Year 2025-26 has been approved in the meeting of the Board of Directors held on July 24, 2025.

34. INTERNAL FINANCIAL CONTROL:

The Board has adopted system of internal control to ensuring the orderly and efficient conduct of its business, including adherence to the Company's Policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records, and the timely preparationofreliablefinancialdisclosures. The Company is in the process of strengthening its Internal Financial Control System considering present financial situation, and other recent developments.

35. HUMAN CAPITAL AND PARTICULARS OF EMPLOYEES:

Your Company had 137 employees as on March 31, 2025.

The statement containing the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read along with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the company as no employees were in receipt in remuneration above the limits specified the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details required as per Section 197(12) of the Companies Act, 2013 read along with Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as "Annexure F" and forms part of the report.

36. SHARE CAPITAL AND CHANGES THEREIN: a. BUY BACK OF SECURITIES:

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

b. SHARES WITH DIFFERENTIAL VOTING RIGHTS:

The Company has not issued equity shares with differential voting rights 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:

The Company has not provided any Stock Option Scheme to the employees.

37. CORPORATE GOVERNANCE REPORT:

Your Company has complied with the Corporate Governance requirements as per the Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance along with a

Certificate of Compliance from the Secretarial Auditors forms a part of this report.

38. COMPLIANCE OF SECRETARIAL STANDARDS ON BOARD MEETING AND GENERAL MEETING:

The Company is in compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

39. LISTING:

The equity shares continue to be listed on BSE Limited and National Stock Exchange of India Limited (NSE). The Company has paid the annual listing fee for the Financial Year 2025-26 to BSE and NSE.

40. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31, 2025 the Board had 6 members, 2 of whom are executive directors, 4 are Non-Executive Independent Director. The policy of the Company on directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at www.shekkhawatiind.com. We affirm that the remuneration paid to the directors is as per the

Nomination and Remuneration Policy of the Company.

41. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers/lenders, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review.

Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
For SHEKHAWATI INDUSTRIES LIMITED
(Formerly Shekhawati Poly-Yarn Limited)
Sd/- Sd/-
Mukesh Ruia Ravi Jogi
Date : July 24, 2025 Chairman & Managing Director Whole – Time Director
Place : Mumbai (DIN : 00372083) (DIN : 06646110)

   

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