Equity Analysis

To,

The Members,

Shanti Overseas (India) Limited,

Your Directors delightfully present the 12*¹ 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, 2023.

The financial performance of the Company for the Financial Year ended on 31^st March, 2023 and for the previous Financial Year ended on 31^st March, 2022 is given below:

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

The total revenue from operations of the Company is INR 2,566.29 Lakhs and the profit before tax amounted to INR (1,447.69) Lakhs and the net profit after tax amounted to INR (1,052.26) Lakhs. The EBITD is INR (1,168.88) Lakhs, which is (45.55 % ) of Turnover.

The total revenue from operations of the Company is INR 14,932.87 Lakhs and the profit before tax amounted to INR (2,308.63) Lakhs and the net profit after tax amounted to INR (1,690.20) Lakhs. The EBITD is INR (1,837.27) Lakhs, which is (12.30%) of Turnover.

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 14,932.87 Lakhs. The directors are thankful to all its suppliers for on time delivery of the products.

Our Company is under the good management guidance and control that help continued in achieving the targets of cutting down in the cost of operations and getting efficiency by using better alternate means.

The Company has 3 (three) Subsidiary Companies pursuant to section 2 (47) (i) of the Companies Act, 2013 as follows:

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 Company.

No Company has become or ceased to be its joint venture or associate company during the year. SOIL Consultech Private Limited has been incorporated with effect from 06^th July, 2022 as wholly owned subsidiary of the Company. However, the company has transferred 10,000 (100%) equity shares of INR10/- 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, 2023 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 corporate website and can be accessed at www.shantioverseas.com. Presently, the Company has one material subsidiary namely Shaan Agro Oils & Extractions Private Limited.

The Company is engaged in the business of Trading and Manufacturing of Agri-Commodities and there were no changes in the nature of business of the Company during the year under review.

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.

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 918.95 Lakhs (INR Nine Crore Eighteen Lakhs Ninety Five Thousands) as Reserves and Surplus as on 31^st March, 2023.

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

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.

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 ofthis Board's Report by the virtue of amendment in Section 92(3) of the Companies Act, 2013.

The securities of the Company are listed on 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 2023-24 has been paid on time.

Mr. Mukesh Kacholia (DIN: 00376922), Mr. Rohan Kacholia (DIN: 03623354), Mrs. Sangeeta Kacholia (DIN: 07817342) and Mr. Vijay Nichani (DIN: 03136935) have resigned from directorship of the Company w.e.f. 04^th June, 2022.

Mrs. Karuna Kacholia (DIN: 09307230) and Mr. Rahul Jain (DIN: 01515159) were appointed as Additional Whole Time Director and Additional Non-Executive Independent Director respectively of the Company w.e.f. 03^rd September, 2022 and their appointments were approved by the members at the AGM held on 30* September, 2022.

Mr. Mukesh Kacholia (DIN: 00376922) was appointed as an Additional Whole Time Director of the Company w.e.f. 06^th December, 2022 and his appointment was approved by the members at the EGM held on 06* January, 2023.

Mrs. Karuna Kacholia, Whole Time Director (DIN: 09307230) retires from the Board by rotation and being eligible, offers herself for re-appointment.

The Directors and Key Managerial Personnel of the Company as on 31^st March, 2023 are tabled below:

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 8 (Eight) times i.e. 16* May, 2022, 04* June, 2022, 12^th August, 2022, 03^rd September, 2022, 14^th November, 2022, 06^th December, 2022, 13^th December, 2022 and 14^th February, 2023.

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

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

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

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

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

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, 2023, the applicable Accounting Standards have been followed and there are 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 for the year ended on 31^st March, 2023;

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.

1. STATUTORY AUDITOR

At the 08^th AGM held on 27^th September, 2019, the Members of the Company approved the appointment of M/s. Muchhal & Gupta, Chartered Accountants, (FRN: 004423C) as the Statutory Auditors of the Company to hold the office for a period of 5 (five) years from the conclusion of that AGM till the conclusion of the 13^th AGM.

2. INTERNAL AUDITOR

The Board has appointed M/s. S. Ramanand Aiyar & Co. (FRN: 000990N) as the Internal Auditors of the Company to conduct Internal Audit for the Financial Year 2022-23 at such remuneration as decided by the Board of Directors of the Company.

3. SECRETARIAL AUDITOR

The Board appointed M/s. Archna Maheshwari & Co., Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2022-23.

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, 2023 are attached herewith as ANNEXURE 2 (i) and ANNEXURE 2 (ii).

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. 2022-23 submitted by M/s. Archna Maheshwari & Co., Practicing Company Secretary has qualified for non compliance of Regulation 25 (2A) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

The management has explained that in advertenely mentioned the Ordinary Resolution instead of Special Resolution as required under Regulation 25 (2A) of the SEBI (LODR), Regulations, 2015 however, the resolution passed with 100% voting in favour of the said resolution which is in compliace of the said Regulation 25 (2A) of the SEBI (LODR), Regulations, 2015.

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.

The Company has a detailed policy on remuneration of Directors and senior management employees, details of the same are given on the website of the 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.

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 of the Company www.shantioverseas.com.

The Code requires Trading Plan, pre clearance 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.

The provisions of CSR are not applicable on the Company for the Financial Year 2022-23 taking into account the financials of immediate preceding Financial Year i.e. 2021-22. The Company does not fall in any of the limits as prescribed under section 135 of the 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 of the Company at www.shantioverseas.com.

Through vigil mechanism Company seeks to provide a mechanism for the Directors and Employees to disclose their concerns and grievances on unethical behaviour 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.

The details of loans, investments, guarantees and securities covered under the provisions of Section 186 of Companies Act, 2013 are provided in the Financial Statements of the Company.

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.

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.

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.

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.

The whole organic Soyameal Manufacturing Industry in India saw a substantial fall in export to United States Of America (USA) due to levy of Countervailing Duty and Anti Dumping 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 since last two years. Considering the same Company has decided to part away with Fixed Assets on going concern basis, related to the Manufacturing Process.

The shareholder's approval to dispose off the Fixed Assets is already taken vide Resolution passed in the last AGM dated 30* September, 2022. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

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.

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.

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

*FOB Value of Exports & CIF Value of Imports

Your Company is well aware of risks associated with its business operations and various project under execution. Comprehensively risk management system is being put in place involving classification of risk, adoption of risk mitigation measures and strong mechanism to deal with potential risks and situation leading to rise of risks in an effective manner. The Company is constantly on the lookout for identifying opportunities to enhance its enterprise value and keeping the need to minimize the risks associated with such efforts, every proposal of significant nature is screened and evaluated for the risks involved and then approved at different levels in the organization before implementation. Senior professionals conversant with risk management systems have been entrusted with the said task with a brief to implement the risk management.

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

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.

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 the 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.

• 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 workplace(Prevention, Prohibition and Redressal) Act, 2013.

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.

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31^st MARCH, 2023 [Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. SHANTI OVERSEAS (INDIA) LIMITED (hereinafter called ‘the Company'). that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31^st March 2023, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2023, according to the provisions of:

i) The Companies Act, 2013 (the Act) and the Rules made there under;

ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made there under;

iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;(not applicable to the extent of ODI AND ECBS);

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act')to the extent applicable to the Company :-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;(Not applicable to the Company during the audit period);

d. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable to the Company during the audit period);

e. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period);

f. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period);

g. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the audit period);

h. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the Company during the audit period).

vi) Other laws applicable specifically to the Company namely:

(a) Factories Act, 1960

(b) Industries (Development & Regulation) Act, 1951

(c) Labour laws and other incidental laws related to labour and employee appointed by the company either on it Payroll or on Contractual Basis as Related to Wages, Gratuity, Provident Fund, ESIC, Compensation etc.

(d) Acts prescribed under Prevention and Control of Pollution

(e) Acts prescribed under Environmental Protection

(f) Income Tax Act, 1961

(g) The Goods and Services Tax Act, 2017

(h) The Food Safety Act, 1990

I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by the Institute of Company Secretaries of India with respect to Board and General Meetings;

ii. The Listing Agreement entered into by the Company with National Stock Exchange of India Limited (NSE) read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

During the year under review, the Company has complied with the provision of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above except as per Regulation 25(2A) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 the appointment, re-appointment or removal of an independent director of a listed entity, shall be subject to the approval of shareholders by way of a Special Resolution, however, the Company has inadvertently mentioned the Ordinary Resolution instead of Special Resolution.

On the basis of information provided by the Company, its officers and authorised representatives during the conduct of the audit, and also on the review of quarterly compliance reports by the respective department heads/ Company Secretary/CEO taken on record by the Board of Directors of the Company, in my opinion, adequate systems and processes and control mechanism exist in the Company to monitor and ensure compliance with applicable general laws like labour laws, competition law and environmental laws.

The compliance by the Company of applicable financial laws, like direct and indirect laws, has not been reviewed in this Audit since the same have been subject to review by statutory financial auditor and other designated professionals.

The Board of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. During the year under review, the following changes were occured:-

a) Mr. Mukesh Kacholia (DIN: 00376922) Mr. Rohan Kacholia (DIN: 03623354), Mrs. Sangeeta Kacholia (DIN: 07817342) and Mr. Vijay Nichani (DIN: 03136935) have resigned from directorship of the Company w.e.f. 04^th June, 2022.

b) Mrs. Karuna Kacholia (DIN: 09307230) and Mr. Rahul Jain (DIN: 01515159) were appointed as Additional Whole Time Director and Additional Non-Executive Independent Director respectively of the Company w.e.f. 03^rd September, 2022 and their appointments were approved by the members at the AGM held on 30^th September, 2022.

c) Mr. Mukesh Kacholia (DIN: 00376922) was appointed as an Additional Whole Time Director of the Company w.e.f. 06^th December, 2022 and his appointment was approved by the members at the EGM held on 06^th January, 2023.

The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Companies Act, 2013.

Adequate notices were given to all directors of the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance to all Directors, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

There are adequate system and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

My report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these Secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. I believe that the processes and practices I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. The Compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedure on test basis.

5. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31^st MARCH, 2023 [Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. SHAAN AGRO OILS & EXTRACTIONS PRIVATE LIMITED (hereinafter called ‘the Company'). conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31^st March 2023, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2023, according to the provisions of:

i) The Companies Act, 2013 (the Act) and the Rules made there under;

ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made there under;

iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; (Not applicable to the Company during the audit period);

iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (not applicable to the Company during the audit period);

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act')to the extent applicable to the Company :-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;(Not applicable to the Company during the period under audit period);

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (Not applicable to the Company during the period under audit period);

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not applicable to the Company during the audit period);

d. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable to the Company during the audit period);

e. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period);

f. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period);

g. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the audit period);

h. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the Company during the audit period).

vi) Other laws applicable specifically to the Company namely:

(a) Factories Act, 1960

(b) Industries (Development & Regulation) Act, 1951

(c) Labour laws and other incidental laws related to labour and employee appointed by the company either on it Payroll or on Contractual Basis as Related to Wages, Gratuity, Provident Fund, ESIC, Compensation etc.

(d) Acts prescribed under Prevention and Control of Pollution

(e) Acts prescribed under Environmental Protection

(f) Income Tax Act, 1961

(g) The Goods and Services Tax Act, 2017

(h) The Food Safety Act, 1990

I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by the Institute of Company Secretaries of India with respect to Board and General Meetings;

ii. The Listing Agreement entered into by the Company with Stock Exchange read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; (Not applicable to the Company during the audit period);

During the year under review, the Company has complied with the provision of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above.

On the basis of information provided by the Company, its officers and authorised representatives during the conduct of the audit, and also on the review of quarterly compliance reports by the respective department heads/ Company Secretary/CEO taken on record by the Board of Directors of the Company, in my opinion, adequate systems and processes and control mechanism exist in the Company to monitor and ensure compliance with applicable general laws like labour laws, competition law and environmental laws.

The compliance by the Company of applicable financial laws, like direct and indirect laws, has not been reviewed in this Audit since the same have been subject to review by statutory financial auditor and other designated professionals.

The Board of the Company is duly constituted as per the provisions of Companies Act, 2013 and rules made thereunder. During the year under review, the following changes were occured:-

a) Mr. Mukesh Kacholia (DIN: 00376922) and Mr. Rohan Kacholia (DIN: 03623354), have resigned from directorship of the Company w.e.f. 02^nd June, 2022.

b) Mrs. Karuna Kacholia (DIN: 09307230) was appointed as a Director of the Company with effect from 02^nd June, 2022.

Adequate notices were given to all directors of the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance to all Directors, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

There are adequate system and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

My report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these Secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. I believe that the processes and practices I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. The Compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedure on test basis.

5. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Corporate Social Responsibility is a Company's sense of responsibility towards the community and environment in which it operates. The Company is committed to be a responsible corporate entity mindful of its social responsibilities. Weblink to the CSR policy of the Company www.shantioverseas.com.

The composition of the Committee is in compliance with Section135 of the Companies Act, 2013.

INR 50.65 Lakhs

NIL

(a) Total amount spent for the Financial Year-Nil

(b) Amount unspent, ifany-Nil

The provisions of CSR are not applicable to the Company for the Financial Year 2022-23 taking into account the financials of immediate preceding Financial Year i.e. 2021-22.The Company does not fall in any of the limits as prescribed under Section 135 of Companies Act, 2013 amended by the Companies (Amendment) Act, 2017 which come into effect from19^thSeptember, 2018.

For the FY2022-23, the provisions of CSR are not applicable on the Company.

We hereby affirm that the CSR Policy, as approved by the Board, has been implemented and the CSR Committee monitors the implementation of CSR Projects and activities in compliance with our CSR objectives.

As stated above in Item No. (i)

The Remuneration of Median employee was INR 1,60,493/- during the year 2022-23 as compared to INR 2,30,040/- in the previous year. The decrease in the Remuneration of Median Employee was 30.24% during Financial Year under review.

The Company has 21 permanent employees on its roll.