Directors Report of Shaily Engineering Plastics Ltd.

Mar 31, 2025

Your directors take pleasure in presenting their 45^th Annual Report together with the Audited Financial Statements for the year ending
on 31^st March 2025.

Operations and State of Affairs of the Company (h in lacs)

Particulars	Standalone Basis		Consolidated Basis
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	73,811.94	61,597.36	78,679.77	64,387.06
Other Income	743.12	649.25	232.08	649.25
Profit for the year before Interest, Depreciation, Amortization & Tax	15,101.93	10,126.98	17,837.80	12,343.22
Finance Cost	1,694.62	1,789.63	1,694.62	1,789.63
Depreciation and Amortization Expense	3,941.50	3,468.72	4,215.65	3,568.88
Profit before Tax	9,465.81	4,868.63	11,927.53	6,984.71
Net Profit for the year	7,091.01	3,612.98	9,311.90	5,729.06

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

Key developments during the year of the Company are covered
in the Management Discussion and Analysis Report (MDAR) as
stipulated under the ("SEBI Listing Regulations”), is presented
in a separate section, which forms part of this Annual Report.

Subsidiary of the Company

Shaily Innovations Limited (Formerly known as Shaily (UK)
Limited), established in the United Kingdom as a Pvt. Ltd.
Company, is a wholly owned subsidiary of the Company.

Shaily Innovations Limited (Formerly known as Shaily (UK)
Limited) 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 Innovations Limited (Formerly
known as Shaily (UK) Limited), as on 31^st March 2025 as
required under Section 129(3) of the Act forms part of this
report 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. Audited
Annual Financial Statements of Shaily Innovations Limited

(Formerly known as Shaily (UK) Limited) as on 31^st March
2025, is available on the website of the Company at https://www.
shaily.com/investors/compliances-policies/shaily-uk-ltd-wholly-
owned-subsidiary.

During the year under review, Shaily Innovations Limited
(Formerly known as Shaily (UK) Limited) was the material
subsidiary of the Company as per the SEBI Listing Regulations.

The Company does not have any associate or joint
venture Company.

Shaily Innovations FZCO was incorporated in Dubai, UAE on
1^st January 2025. The Company is engaged in Design and
Development services for drug delivery device contracts.

Dividend

The Board of Directors recommended a final dividend of H2/-
(i.e.100%) per equity share consisting of total 4,59,55,093
equity shares of H2/- each aggregating to H9,19,10,186/- for
the year ending on 31^st March 2025. The Dividend for the year
ended 31^st March 2025 is subject to the approval of members
at the ensuring Annual General Meeting (AGM) to be held on
27^th September 2025 and will be paid within a statutory time, if
approved by the members at the above referred AGM.

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 at the website of the
Company https://static.shaily.com/ROo8JgnUQPiO3h8HqMY0-
dividend-distribution-policy-pdf

Transfer to Reserves

Pursuant to provisions of Section 134(3)(j) of the Companies
Act, 2013, the company has not proposed to transfer any
amount to the general reserves account of the company during
the year under review.

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 be different 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.

Cybersecurity

Investing in robust cybersecurity measures involves
implementing comprehensive, multi-layered defenses such as
firewalls, intrusion detection systems, MFA on users'' level and
advanced encryption protocols. These measures are essential
to protect sensitive data from unauthorized access. Additionally,
conducting regular security audits and providing ongoing
employee awareness trainings are crucial. Since human error is
one of the most significant vulnerabilities, maintaining a vigilant
organizational posture through these practices is vital.

Utilization of funds from proceeds of Preferential Issue

During the Financial year, the Company has not raised any funds
through preferential allotment/ qualified institutional placement.
Hence, this is not applicable to the Company.

Directors & Key Managerial Personnel
Retirement by Rotation

As per the provisions of the Companies Act, 2013, Mrs. Tilottama
Sanghvi (DIN: 00190481), retires by rotation at the forthcoming
45^th Annual General Meeting of the Company and being eligible
offers herself of re-appointment.

Re-appointment of Whole Time Director

Mr. Mahendra Sanghvi (DIN:00084162) was reappointed as
an Executive Chairman of the Company, effective from 1^st April
2025, for a further period of three (3) years from 1^st April 2025
to 31^st March 2028 by the Board of Directors, at its meeting held
on 27^th July 2024, which was approved by the members at the
44^th Annual General Meeting of the Company.

Mr. Laxman Sanghvi (DIN: 00022977) was reappointed as an
Executive Director of the Company, effective from 1^st April 2025,
for a further period of three (3) years from 1^st April 2025 to 31^st
March 2028 by the Board of Directors, at its meeting held on
27^th July 2024, which was approved by the members at the 44^th
Annual General Meeting of the Company.

Re-appointment of Independent Director

Dr. Shailesh Ayyangar (DIN:00268076) was re-appointed as an
Independent Director of the Company, effective from 29^th May
2025 for the further period of five (5) years starting from 29^th
May 2025 to 28^th May 2030 by the Board of Directors at their
meeting held on 27^th July 2024, which was duly approved by the
members at the 44^th Annual General Meeting of the Company.

Cessation of Independent Director

Mr. Milin Mehta (DIN: 01297508) has ceased to be an
Independent Director w.e.f. 8^th November 2024 due to the
completion of his second term.

Key Managerial Personnel

As on 31^st March 2025, the Key Managerial Personnel of the
Company are Mr. Mahendra Sanghvi - Executive Chairman,
Mr. Laxman Sanghvi - Executive Director, Mrs. Tilottama Sanghvi

- Whole Time Director, Mr. Amit Sanghvi - Managing Director,
Mr. Paresh Jain - Chief Financial Officer and Mr. Harish Punwani

- Company Secretary & Compliance Officer, in accordance with
Section 203 of the Companies Act, 2013.

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

1. Mr. Sanjay Shah was re-designated from the office of Chief
Financial Officer to Chief Strategy Officer of the Company,
effective from on 24^th May 2024.

2. Mr. Paresh Jain was appointed as Chief Financial Officer
with effect from 24^th May 2024.

3. Ms. Dimple Mehta resigned as Company Secretary
& Compliance Officer of the Company w.e.f. 20^th
November 2024.

4. Mr. Harish Punwani has been appointed as Company
Secretary and Compliance Officer of the Company w.e.f.
21^st November 2024.

Meetings of Board

The Board met five (5) 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 2025, the Board
had a total of eight (8) members, four (4) of whom are Executive
directors and four (4) are Non-Executive 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 Independent Director.

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 Companies
Act, 2013, 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

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 required under the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015.

Your Board of Directors confirms the integrity, expertise,
experience and proficiency of the Independent Directors of
the Company.

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.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 for Independent
Directors are available at our website at https://shaily.com/
investors/compliances-policies/familiarization-programe

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board has carried out the annual performance
evaluation of the Board, its committees and of individual
directors on an evaluation framework by way of individual and
collective feedback from the Directors.

The framework includes the 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

Based on the inputs from all the Directors on Board composition
and structure, effectiveness of Board processes, information,
and functioning, etc., evaluation of Board''s performance was
done. The performance of the committees was also evaluated
by the Board after seeking input from the committee members
on composition, effectiveness of the committee and its meetings

In a separate meeting of Independent Directors, performance
of Non- Independent Directors and the Board as a whole was
evaluated, taking into account the views of Executive Directors
and Non- Executive Directors.

The Nomination & Remuneration Committee and the Board
reviewed the performance of individual directors on the basis of
criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues
to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.

The outcome of the Board Evaluation for F.Y. 2024-25 was
discussed by the Nomination and Remuneration Committee
and the Board at their respective meeting(s) held on 12^th May
2025 and 13^th May 2025 respectively.

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. 2024-25 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.

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 2024-25 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 draft 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 Act is
as under.

https://static.shaily.com/UM7VCyjRbag8BffHUMR-draft-mgt-7-

website-pdf

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) and 5(3) 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 Auditors'' Report on Standalone and
Consolidated Financial Statements for F.Y. 2024-25 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. 2024-25 does not
contain any qualification, reservation or adverse remark. The
Secretarial Auditors'' Report is enclosed as Annexure - E to the
Board''s Report in this Annual Report.

As required under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the certificate from M/s.
Samdani Shah & Kabra, Secretarial Auditors of the Company,
confirming compliance with the conditions of Corporate
Governance as stipulated under the SEBI Listing Regulations,
2015 is enclosed with the Corporate Governance Report in this
Annual Report.

The Company has obtained Certificate from M/s. Samdani
Shah & Kabra, Company Secretaries, 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. 2024-25, neither of the auditors viz., Statutory
Auditors, Secretarial & Corporate Governance Auditors, Internal
Auditors and 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.

Auditors

Statutory Auditors

The Board has reappointed M/s B SR and Co., Chartered
Accountants (Firm Registration number 128510W) for its 2^nd
term for the period of 5 years i.e. up to the conclusion of 48^th
Annual General Meeting to be held for the adoption of accounts

for the financial year ending 31^st March 2028, subject to
approval of members at the ensuing Annual General Meeting.

As the Companies (Amendment) Act, 2017 has done away
with the requirement of ratification at every Annual General
Meeting, no ratification for the appointment is required. There
is no qualification or adverse remark in the Auditors'' report. As
regards the comments made in the Auditors'' Report, the Board
is of the opinion that the same are self-explanatory and do not
require further clarification.

Secretarial Auditors

Pursuant to Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (''Listing
Regulations'') read with Section 204 of the Companies Act, 2013
and Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (as amended from
time to time), the board has proposed and recommended to
the members for approval in the forthcoming Annual General
Meeting ("AGM"), the appointment of M/s. Samdani Shah
& Kabra, Company Secretaries, (Firm Registration Number:
P2008GJ016300) (''Secretarial Audit Firm''), as Secretarial
Auditors of the Company, , to undertake the Secretarial Audit of
the Company for the period of Five (05) consecutive Financial
Years from 2025-26 till 2029-30.

M/s. Samdani Shah and Kabra, Practicing Company Secretaries,
has granted their consent and confirmed their eligibility for the
proposed appointment.

The Report on the Secretarial Audit is part of this annual report.

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. 2025-26.

Based upon the declaration on their eligibility, consent and
terms of engagement, the Board at its meeting held on 13^th May
2025, has appointed the Cost Auditors, and recommends the
ratification of remuneration to be paid to the Cost Auditors for
F.Y. 2025-26 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
to conduct an internal audit of the Company for F.Y. 2025-26.

Based upon the declaration on their eligibility, consent and
terms of engagement, the Board at its meeting held on 13^th May
2025, has appointed the Internal Auditors for F.Y. 2025-26.

Business Responsibility and Sustainability Report

Report on Business Responsibility and Sustainability, in the
format as prescribed by the Securities and Exchange Board
of India, forms part of the Board''s Report and annexed at
Annexure - F.

Policy on Business Responsibility and Sustainability Reporting
is available on the Company website at weblink 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 risks along with the ways to mitigate
them have been 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 consists of
various risks associated and plans to mitigate the same. 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.

Shares Capital and Debt Structure
a. Share Capital

During the year under review the Total Authorized Share
Capital 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 paid-up, issued and
subscribed share capital of the company is H9,19,10,186/-

(Rupees Nine Crore Nineteen Lacs Ten Thousand One
Hundred and Eighty-Six Only).

b. Employees Stock Option Plan

As on financial year ended on 31^st March 2025, the
Company has one employees stock option plan i.e. Shaily
Employee Stock Option Plan 2019 ("ESOP 2019”). In
accordance with the terms of ESOP 2019, options may be
granted to employees of the Company which gives them
rights to receive equity share of the Company having face
value of H2/-(Rupees Two) each on vesting.

The Company confirms that the ESOP 2019, is in compliance
with SEBI (Share Based Employee Benefits) Regulations, 2014
(''SBEB Regulations, 2014'') and amended as per SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021
(SBEB Regulations 2021) in the meetings held on 8^th February
2023.There has been no change in the Scheme except
regulatory amendments as per SBEB Regulations 2021.

Details pursuant to Rule 12(9) of the Companies (Share Capital
and Debentures) Rules, 2014 are given hereunder:

(a) options granted;	NIL
(b) options vested;	88,834
(c) options exercised;	87,583
(d) the total number of shares arising as	N.A.
a result of exercise of option;
(e) options lapsed;	8750
(f) the exercise price;	H2/- per Equity Share
(g) variation of terms of options;	N.A.
(h) money realized by exercise of	1,75,166
options;
(i) total number of options in force;	1,70,167
(j) employee wise details of options
granted to: —
(i) key managerial personnel.	N.A.
(ii) any other employee who receives a	N.A.
grant of options in any one year of
options amounting to five per cent or
more of options granted during that
year.
(iii) identified employees who were	N.A.
granted option, during any one
year, equal to or exceeding one
per cent of the issued capital
(excluding outstanding warrants and
conversions) of the company at the
time of grant.

Further, the details as required to be disclosed under Regulation
14 of the SBEB Regulations, 2014 can be accessed at https://
static.shaily.com/bFHflKXqQdKptRfRyVCw-esop-note-as-per-
sebi-sbeb-regulations-pdf and ESOP plan of the Company can be
accessed at https://static.shaily.com/jmyTYJj5T926hB5E73oh-
sepl-esop-revised-pdf

During the period under review, the Company has allotted Equity
Shares to the Eligible Employees of the Company under ESOP
2019 as follows:

Sr. No.	Date of Allotment	Exercise price (in H)	No. of shares
1	28th October 2024	2	85,167
2	12th March 2025	2	2,416

A certificate from the Secretarial Auditors of the Company that the
Scheme has been implemented in accordance with SEBI (Share
Based Employee Benefits) Regulations 2021 and the resolution
passed by the members, shall be placed at the ensuing Annual
General Meeting for inspection of the members electronically.

Insurance

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

Code of Conduct

The Board of Directors has laid down a Code of Conduct
applicable to the Board of Directors and Senior management
which is available on Company''s website at link https://static.
shaily.com/cMYU8HxLROCTpPOhnvld-1-sepl-code-of-conduct-
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 the
Insider Trading Regulations and Code of Internal Procedures
and Conducts for Regulating, Monitoring and Reporting of
Trading by Insider as well as Code of Practices and Procedures
for Fair Disclosure of Unpublished Sensitive Information. The
same is also posted on the website of the Company at https://
static.shaily.com/F2TbeyTQUSlpi9dJNyRg-code-of-conduct-
fro-insider-trading-pdf.

Nomination And Remuneration Policy

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 is available
on website of the Company at https://static.shaily.com/
NVmusaHvSkCkSxPngRsT-sepl-nomination-remuneration-
policy-pdf.

Contracts & Arrangements with Related Parties

All contracts/arrangements entered into by the Company during
the Financial Year with related parties were in an ordinary course
of business and on an arm''s length basis. During the year,

the Company did not enter into any contracts/arrangements/
transactions with related parties which could be considered
material. Hence, there is no information to be provided as
required under Section 134(3)(h) of the Act read with Rule 8(2)
of the Companies (Accounts) Rules, 2014.

The Directors draw attention to the members to Note No. 33 to
the Standalone and Consolidated Financial Statements 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 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 (''POSH Act''). An Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding Sexual Harassment. All employees (permanent,
contractual, temporary and trainees) are covered under this Policy.
The policy is available on the website of the Company at https://
static.shaily.com/Mh3QjKaT3CWqAFWt9bnK-sepl-hr-010-anti-
sexual-harrasment-policy-pdf

The Company has complied with the provisions relating to the
constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

In terms of Section 22 of the POSH Act, we report that during the
reporting period, no complaints were received by the Company
under the said Act.

Compliance with Maternity Benefit Act:

The Company has duly complied with the provisions of the
Maternity Benefit Act, 1961 and its amendments. All eligible
women employees have been extended the maternity benefits

as prescribed under the Act. The Company has also ensured
adherence to provisions relating to maternity leave, nursing
breaks, and creche facilities.

Material Changes and commitments

There have been no material changes and commitments from
the close of F.Y. 31^st March 2025 till the date of the Board''s
report, which may affect the financial position of the Company.

Change in the nature of business

There has been no change in business of the Company.

Significant/material orders passed by Regulators/
courts/tribunal

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

Green Initiative

45^th Annual General Meeting

Electronic copies of the Annual Report 2024-25 and the Notice
of the 45^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).

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

The regulatory authorities i.e. Ministry of Corporate Affairs
(“MCA”) has vide its General Circular (GC) No. 20/2020 dated
5^th May 2020 read with GC No.14/2020 dated 8^th April 2020, GC
No. 17/2020 dated 13^th April 2020 and GC No. 09/2024 dated
19^th September 2024 and the Securities and Exchange Board
of India vide its its Master Circular no. SEBI/HO/CFD/PoD2/
CIR/P/2023/120 dated 11^th July 2023 and Circular No. SEBI/
HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 03^rd October 2024
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 up to 30^th September
2025. Accordingly, in compliance with the provisions of the
Companies Act, 2013 (“Act”), SEBI (LODR) Regulations, 2015
(“SEBI Listing Regulations”) and MCA Circulars, the AGM of the
Company is being held through VC / OAVM, without the physical
presence of the members at a common venue.

Details of the meeting and the facility are provided in the Notice
of the 45^th Annual General Meeting.

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

The Company has neither made any application(s) nor any
proceedings pending against the company under the Insolvency
and Bankruptcy Code, 2016.

General Disclosures:

The Company does not have any scheme of provision 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.
2024-25 have not received any amount as commission from
the Company.

The Managing Director and the Whole Time Directors during
F.Y. 2024-25 have not received any commission/ remuneration
from the Subsidiary Company. The Company does not have any
Holding Company.

During F.Y. 2024-25, 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 the Companies Act 2013, the
Directors confirm that.

¦ In preparation of the annual accounts for the F.Y. ended
31^st March 2025, 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.

Acknowledgements

We thank our customers, vendors, investors and bankers for
their continued support during the year. We place on record
our appreciation of the contribution made by our employees at
all levels. Our consistent growth is made possible by their hard
work, solidarity, cooperation and support.

We also thank our suppliers, customers, business partners and
others associated with the Company. 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.

For and on behalf of the Board of Directors
Mahendra Sanghvi

Place: Vadodara Executive Chairman

Date: 11^th August 2025 DIN: 00084162

---

Mar 31, 2024

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:

(H in lacs)

Particulars	Standalone Basis		Consolidated Basis
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	61,597.36	59,970.82	64387.06	60,706.59
Other Income	649.25	450.44	649.25	450.44
Profit for the year before Interest, Depreciation, Amortization & Tax	10,126.98	9,111.24	12,343.22	9,639.52
Finance Cost	1789.63	1,788.23	1789.63	1,788.23
Depreciation and Amortization Expense	3468.72	3,317.84	3568.88	3,330.56
Profit before Tax	4868.63	4,005.17	6984.71	4,520.72
Net Profit for the year	3612.98	2,999.41	5729.06	3,514.96

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. shailv.com/investors/compliances-policies/shailv-uk-ltd-whollv-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.

Directors & Key Managerial Personnel 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.shailv.com/WKU72dYsQRaDuLhm5vL2-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:

Q Board dynamics and relationships.

Q Information flows Q Decision - making.

Q Company performance and strategy Q Tracking board and committee''s effectiveness Q Peer evaluation

Committees of the Board

The Board has five (5) committees, namely:

Q Audit Committee

Q Nomination & Remuneration Committee Q Stakeholders'' Relationship Committee Q Corporate Social Responsibility Committee Q 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.

Auditors

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.shailv.com/2KfgCI1USEm3mfq4QcmR-brsr-policv-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/ xPWCi6xeT06ZOvzinzhU-sepl-risk-management-policv-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:

(a) options granted;	2,66,500
(b) options vested;	N.A.
(c) options exercised;	N.A.
(d) the total number of shares	N.A.
arising as a result of
exercise of option;
(e) options lapsed;	N.A.
(f) the exercise price;	N.A.

(g) variation of terms of options;	N.A.
(h) money realized by exercise of options;	N.A.
(i) total number of options in force;	2,66,500
(j) employee wise details of options granted to:—
(i) key managerial personnel.	1. Mr. Sanjay Shah (Chief Strategy Officer) 50,000 options 2. Mr. S K Dash (Vice President -Technical Services) 22,500 options
(ii) any other employee who receives a grant of options in any one year of option amounting to five per cent or more of options granted during that year.	1. Mr. Rajesh Sharma (General Manager -Business Developer) 26,250 options 2. Mitesh Patel (General Manager -Production) 15,000 options 3. Jayesh Shah (General Manager -QA) 13,500 options
(iii) identified employees who were granted option, during any one year, equal to or exceeding one per cent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant.	N.A.

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.shailv.com/dWP7hcZHQiC9ueTpqBYt-companv-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/CI R/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:

Q 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.

Q 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.

Q 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.

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

Q They have laid down internal financial controls to be followed by the Company, which are adequate and are operating effectively; and

Q 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 cooperation with each other, consistent with consumer interests and looks upon all the stakeholders for their continued support in future.

For and on behalf of the Board of Directors Mahendra Sanghvi

Place: Vadodara Executive Chairman

Date: 27^th July 2024 DIN: 00084162

---

Mar 31, 2023

Board''s Report

Dear Members,

Your directors have pleasure in presenting their 43^rd Annual Report together with the Audited Financial Statements for the year ended
on 31^st March 2023.

Operations and State of Affairs of the Company:

Particulars	Standalone Basis		Consolidated Basis
	2022-23	2021-22	2022-23 2021-22
Revenue from Operations	59,970.82	56,585.20	60,706.58	56,770.68
Other Income	450.44	882.70	450.44	882.74
Profit for the year before Interest, Depreciation, Amortization & Tax	9,111.24	8,984.68	9,639.52	9,001.61
Finance Cost	1,788.23	1,694.48	1,788.23	1,694.48
Depreciation and Amortization Expense	3,317.84	2,649.43	3,330.55	2,653.74
Profit before Tax	4,005.17	4,640.76	4,520.74	4,653.38
Net Profit for the year	2,999.41	3,514.01	3,514.98	3,526.63

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 Company is expanding its Pharma Facility and the same is
expected to be completed in FY24. Key developments during
the year on the business development of the Company are
covered in the Management Discussion and Analysis.

Subsidiary of the Company

Shaily (UK) Ltd., established in the United Kingdom as a Pvt.
Ltd. 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 2023
as required under Section 129(3) of the Act forms part of the
consolidated Financial Statements.

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 .
Audited Annual Financial Statements of Shaily (UK) Ltd. as on
31^st March 2023, 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.

Appropriations

¦ Transfer to Reserves

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

¦ Dividend

The Company is expanding its facilities and re-investing cash
accruals for the same. In view of it, the Company has decided
not to pay any dividend for the current year.

In view of the same, your directors do not recommend dividend
for this Financial Year.

The Register of Members and Share Transfer Books will
remain closed from Friday, 23^rd September 2023 to Friday,
29^th September 2023 (both days inclusive) for the purpose of
43^rd Annual General Meeting (“AGM”) scheduled to be held on
Friday, 29^th September 2023.

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 be different 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 A.

Utilization of funds from proceeds of Preferential
Issue

As on 31^st March 2023, H12081.89 Lacs have been utilized from
the proceeds of Preferential Issue towards the objects for which
the same were raised.

Directors & Key Managerial Personnel

a. Retirement by Rotation

As per the provisions of the Companies Act, 2013,
Mr. Amit Sanghvi (DIN: 00022444), retires by rotation at the
forthcoming 43^rd Annual General Meeting of the Company
and being eligible, seeks re-appointment. The Board
recommends his re-appointment.

b. Appointment of an Independent Director

The Board of Directors of the Company was further
strengthened during the year by appointment of two new
Independent Directors on the Board, namely, Mr. Samaresh
Parida and Ms. Sangeeta Singh, effective from 30^th May
2023 which was approved by the members at the 42^nd
Annual General Meeting of the Company.

c. Resignation of Independent Director

Ms. Varsha Purandare has resigned from the office of
Independent Director of the Company, effective from
29^th April 2023 due to personal reasons. Your Directors
express their gratitude for the contribution made by
Ms. Varsha Purandare during her tenure as an Independent
Director.

d. Re-appointment of Whole Time Director

Mrs. Tilottama Sanghvi was reappointed as a Whole Time
Director of the Company, effective from 1^st February 2023,
for a further period of three (3) years from 1^st February
2023 to 31^st January 2026 by the Board of Directors, at
its meeting held on 30^th May 2022, which was approved
by the members at the 42^nd Annual General Meeting of the
Company.

Key Managerial Personnel

As on 31^st March 2023, 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. Ashish Somani, Chief Financial Officer and Ms. Dimple
Mehta, Company Secretary & Compliance Officer, in accordance
with Section 203 of the Companies Act, 2013.

Ms. Preeti Sheth has resigned from the office of Assistant
Company Secretary & Compliance Officer of the Company,
effective from close of business hours on 15^th November 2023.

Ms. Dimple Mehta has been appointed as the Company
Secretary & Compliance Officer and Key Managerial Personnel
of the Company, effective from 16^th November 2023.

Mr. Ashish Somani has been appointed as the Chief Financial
Officer and Key Managerial Personnel of the Company, effective
from 30^th May 2022.

Meetings of Board

The Board met five (5) 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
independence of the Board and separate its functions of
governance and management. As of 31^st March 2023, the Board
had 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 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 Companies
Act, 2013, 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.

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 required under the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015.

Your Board of Directors confirm the integrity, expertise,
experience and proficiency of the Independent Directors of the
Company.

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.
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 for Independent
Directors are available at our website at https://www.shailv.com/
investors/compliances-policies/familiarization-programe

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board has carried out the annual performance
evaluation of the Board, its committees and of individual
directors on an evaluation framework by way of individual and
collective feedback from the Directors.

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

The outcome of Board Evaluation for F.Y. 2022-23 was discussed
by the Nomination and Remuneration Committee and the Board
at their respective meeting(s) held on 20^th May 2023.

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 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. 2022-23 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.

In compliance with 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 2022-23 in the format prescribed under
the Companies (Corporate Social Responsibility Policy) Rules,
2014 is annexed herewith as Annexure B.

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 Act 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 C.

A statement showing the names and particulars of the
employees falling within the purview of Rule 5(2) and 5(3) 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 and Auditors Audit Reports

The Independent Auditors'' Report on Standalone and
Consolidated Financial Statements for F.Y. 2022-23 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 the F.Y. 2022-23 does
not contain any qualification, reservation or adverse remark.
However, the Secretarial Audit Report contains observations
pertaining to delayed compliance under SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. The Secretarial Auditors'' Report is enclosed as
Annexure D to the Board''s Report in this Annual Report.

¦ As required under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Auditors'' certificate on Corporate Governance is enclosed
with the Corporate Governance Report in this Annual
Report. The auditors'' certification on the requirement of
Corporate Governance for F.Y. 2022-23 does not contain
any qualification, reservation or adverse remark except
Observations pertaining to delayed compliance under
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015

Explanation on Observations made in the Secretarial Audit
Report and Corporate Governance Certificate

During the year, there were instances of delayed compliance
under Listing Regulations. The same was inadvertent and
the Company has taken appropriate steps in the matter.

¦ 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. 2022-23, neither of the auditors viz., Statutory
Auditors, Secretarial & Corporate Governance Auditors,
Internal 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.

Auditors
Statutory Auditors

M/s. B SR & Associates LLP, Chartered Accountants (Firm
Registration number 116231W/W-100024), were appointed
as the Independent Auditors of the Company for a period of
five (5) years from F.Y. 2018-19 to F.Y. 2022-23 i.e. from the
conclusion of the 38^th Annual General Meeting till the conclusion
of 43^rd Annual General Meeting of the Company in the Board
meeting held on 14^th May, 2018 and subsequently approved
by the shareholders in the 38^th Annual General Meeting held on
13^th August, 2018. Accordingly, the 1^st term of the appointment
of M/s B S R & Associates, LLP, Chartered Accountants is going
to be completed in the ensuing 43^rd Annual General Meeting.

Pursuant to Section 139 of the Companies Act, 2013 read with
the Companies (Audit and Auditors) Rules, 2014, M/s. B S R
& Associates LLP, Chartered Accountants (Firm Registration
number 116231W/W-100024) is eligible to be re-appointed for a
2^nd Term of Five consecutive years. However, due to the internal
restructuring within BSR & Affiliates network firms, appointment
(and not reappointment or change in auditor) of M/s B S R
and Co., Chartered Accountants (Firm Registration Number:
128510W) (one of the audit firm under the BSR & Affiliates
network firms) as the Statutory Auditors of the Company for a
period of 5 consecutive years, commencing from the conclusion
of 43^rd Annual General Meeting till the conclusion of the 48^th
Annual General Meeting of the Company has been approved by
the Audit Committee and the Board of Directors of the Company
at their respective meetings held on 20^th May 2023, subject to
the approval of the Shareholders at the ensuing 43^rd Annual
General Meeting of the Company shall be considered.

M/s B S R & Associates LLP, Accountants (Firm Registration
number 116231W/W-100024) are the Statutory Auditors of the
Company till the conclusion of the 43^rd Annual General Meeting
of the Company to be held in the year 2023.

Details of fees paid to the Statutory Auditors for all services
provided by them for F.Y. 2022-23, forms part of the Corporate
Governance Report and financials of the Company, included in
this Annual Report.

Secretarial & Corporate Governance Auditors

The Board has appointed M/s Samdani Shah & Kabra, Company
Secretaries, as Secretarial & Corporate Governance Auditors of
the Company for F.Y. 2023-24 in terms of Section 204 of the
Companies Act, 2013 read with rules thereunder.

Cost Auditors

M/s Y.S. Thakar & Co., Cost Accountants, Vadodara are
appointed as Cost Auditors of the Company to conduct audit of
cost records of the Company for F.Y. 2023-24.

Based upon the declaration on their eligibility, consent and
terms of engagement, the Board at its meeting held on 20^th May
2023, have appointed the Cost Auditors and recommends the
ratification of remuneration to be paid to the Cost Auditors for
F.Y. 2023-24 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

The Board has appointed M/s Shah Jain & Hindocha, Chartered
Accountants, based at Vadodara, Gujarat as Internal Auditors of
the Company for F.Y. 2023-24.

Business Responsibility and Sustainability Report

Report on Business Responsibility and Sustainability, in the
format as prescribed by the Securities and Exchange Board

of India, forms part of the Board''s Report and annexed at
Annexure - E.

Policy on Business Responsibility and Sustainability Reporting
is available on the Company website at weblink https://static.
shailv.com/2KfgCI1USEm3mfa4QcmR-brsr-policv-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/
xPWCi6xeT06ZOyzinzhU-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 adeauate
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/6YQbFHzPS1eaWAVJ3sIk-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 organisation''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.

Contracts & Arrangements with Related Parties

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

The Directors draw attention to the members to Note No. 33 to
the Standalone and Consolidated Financial Statements 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,
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 set up to redress complaints received regarding
Sexual Harassment. All employees (permanent, contractual,
temporary and trainees) are covered under this Policy.

The Company has complied with the provisions relating to the
constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.

Dividend Distribution Policy

In terms 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 website of the Company weblink
https://static.shaily.com/ROo8JgnUQPiO3h8HqMY0-dividend-
distribution-policy-pdf

Material Changes

There have been no material changes and commitments since
the close of F.Y 31^st March 2023 till the date of 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/material orders passed by Regulators/
courts/tribunal

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

Green Initiative

Electronic copies of the Annual Report 2022-23 and the Notice
of the 43^rd 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 General Circular No. 2/2022 dated May
05, 2022 and General Circular No. 10/2022 and the Securities
and Exchange Board of India vide its Circular No. SEBI/HO/
CFD/PoD-2/P/CIR/2023/4 dated 5^th January 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.

43^rd Annual General Meeting

In order to contain the spread of pandemic and safety
precautions to be exercised, the Ministry of Corporate Affairs
("MCA”) vide General Circular No. 2/2022 dated May 05,
2022 and General Circular No. 10/2022 and SEBI Circular No.
SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 5^th January 2023,
continued to allow companies to hold General Meetings through
Video Conferencing facility or through any other audio-visual
means.

This is a welcome move by the Ministry.

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 43^rd
Annual General Meeting of the Company.

Details of the meeting and the facility is provided in the Notice of
the 43^rd 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 2023, 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 the F.Y. 2022-23 have not received any amount as
commission from the Company.

¦ The Managing Director and the Whole Time Directors
during the F.Y. 2022-23 have not received any commission/
remuneration from the Subsidiary Company. The Company
does not have any Holding Company.

¦ During the F.Y. 2022-23, 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 Companies Act, 2013, the Directors
confirm that.

(i) in preparation of the annual accounts for the F.Y. ended
31^st March 2023, the applicable accounting standards
have been followed along with proper explanation relating
to material departures, if any.

(ii) 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;

(iii) They have taken proper and sufficient care towards the
maintenance of adequate accounting records in accordance
with the provisions this Act, for safeguarding the assets of
the Company and for preventing and detecting fraud and
other irregularities;

(iv) They have prepared the annual accounts on a going
concern basis;

(v) They have laid down internal financial controls to be
followed by the Company, which are adequate and are
operating effectively; and

(vi) They have devised proper systems to ensure compliance
with the provisions of all applicable laws and such systems
are adequate and operating effectively.

Acknowledgements

We thank our customers, vendors, investors and bankers for
their continued support during the year. We place on record
our appreciation of the contribution made by our employees at
all levels. Our consistent growth is made possible by their hard
work, solidarity, cooperation and support.

We also thank our suppliers, customers, business partners and
others associated with the Company. 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.

For and on behalf of the Board of Directors
Mahendra Sanghvi

Place: Vadodara Executive Chairman

Date: 14^th July 2023 DIN: 00084162

---

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting their 38th Annual Report together with the Audited statement of Accounts for the year ended on 31st March, 2018.

Financial Summary & Highlights Rs. in lakhs

	FY2017-18	FY 2016-17
Net Total Income	32,195.90	25,545.36
Gross Operating Profit (Profit before Interest, Depreciation & Tax)	5,544.83	4,390.91
Finance Cost	672.73	738.15
Depreciation & amortization expense	1,449.34	1,335.10
Profit before Tax	3,422.76	2,316.66
Provision for Tax	1,033.60	731.10
Total Comprehensive Income	(3.93)	(15.58)
Profit after Tax	2,386.22	1,569.98

The above figures are extracted from the financial statements prepared in accordance with Indian Accounting Standards (Ind AS) as specified in the Companies (Indian Accounting Standard) Rules, 2015, as amended in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI circular dated July 05, 2016. The Company has for the first time adopted Ind AS for the financial year commencing from April 01, 2017 with a transition date of April 01, 2016.

# Equity shares are at par value of Rs. 10 per share

Indian Accounting Standards (Ind AS)

The Ministry of Corporate Affairs (MCA) vide its Notification in the Official Gazette dated February 16, 2015, notified Indian Accounting Standards (Ind-AS) applicable to certain class of companies. Ind AS has replaced the exisiting Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. For Shaily, Ind AS is applicable from April 01, 2017, with a transition date of April 01, 2016 and IGAAP as the previous GAAP.

Key IND AS adjustments

- Actuarial gain/loss arising on measurement of gratuity provision has been reclassified to OCI.

- Upfront fees paid with regards to term loan has been considered as deferred liability payment and will be amortized over the term of the loan equally.

- Investment in toolings for specific customers re-classified as Finance Lease, thereby changing depreciation and amortization rates & schedules, resulting in differential margins.

- Finance lease receivables has been accrued in the books with regards to recovery schedule of moulds.

- Borrowings are measured at Amortized Cost using Effective Interest Rate.

The effect of the transition from IGAAP to IND AS on equity, comprehensive income and cash flow have been provided in Note 42 in the notes to accounts in the financial statements.

Appropriations

Transfer to Reserves

The Company does not propose to transfer amounts to the general reserve out of the amount available for appropriation.

Dividend

Your Directors recommend a dividend of Rs. 7.5/- per equity share of Rs. 10/- each.(i.e. 75 %) .(P.Y. 50%).

The proposal is subject to approval of members at the ensuing 38th Annual General Meeting (AGM).

The Register of Members and Share Transfer Books will remain closed from 06th August, 2018 to Monday, 13th August, 2018 (both days inclusive) for the purpose of payment of final dividend for the financial year ended on 31st March, 2018. The AGM is scheduled to be held on Monday, 13th August, 2018.

Operations & State of Affairs

The Company’s total revenue has been Rs. 319.7 cr in the current year, an increase oRs. 29.4 % year on year.

- EBITDTA for the year has been Rs. 55.4 cr.

- Profit before Tax (PBT) for the year is Rs. 34.2 cr.

- PAT for the year is Rs. 23.9 cr.

Change in Logo - New Branding

“Growth is the only evidence of life.”

This year, the Company has adopted a new branding with change of logo. Our business has grown and evolved over the years, and we felt it was a time for a change. We have refreshed our logo to reflect who we are today and to symbolise our future. Shaily’s new logo signifies the vibrancy of the organization with its modern business processes and open work culture, while still being humble in its approach to any work and keeping quality as its fundamental goal.

The new logo also differentiates the different sectors, the company operates in, giving Shaily a new brand identity.

Participation at Global Events

The Company, in this year, participated at Global Events namely;

- CpHI Worldwide at Germany, one of the largest global pharmaceutical trade fair.

- Pharmapack Europe 2018 at France, a key trade fair for the pharmaceutical packaging and drug delivery sectors.

The Company garnered a good response at the events.

Awards and Recognition

The Company continues its quest for excellence in its chosen area of business. The Company, this year, was awarded with:

- ”Gold Winner” for outstanding export of finished plastic goods by Plastlndia Foundation on 7th Feb 2018 at Plasticon Awards, 2018.

- Top Exporter Award (1st Position) for exports out of RCT, Vadodara by Container Corporation of India Ltd on 17th November, 2017 at Concor Awards, 2017.

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, the Management discussion and analysis is set out in this Annual report at Annexure A.

Analyst & Investor Meets / Conference Calls

The Company, hosts Earnings Call to discuss the financial, operational and business performance with Investors/Analysts, every quarter, after declaration of the results. Result presentations and transcripts of the earnings call held till date is available on the website of the Company at www.shaily.com at http:// www.shaily.com/investor-presentation.aspx

The Company, also participated in various Institutional Investor/Analyst meets during the year.

The details of the participation(s) is available on the website of the Company www.shaily.com.

Investor/Analyst Meet Organized by the Company.

The Company hosted its 1st Investor/Analyst meet on 26th February, 2018 at Mumbai wherein the Company witnessed an attendance oRs. 175 participants. Presentation and the transcript of the said meet is available at http://www.shaily.com/investor-presentation.aspx.

Quality accreditations

The Company continues its focus on quality and strives to exceed customer expectations at all times.

SEPL is certified under various standards to meet client demands and enhance value delivery.

Shaily is accredited with the following certifications:

TUVRheinland - ISO 9001:2008

Scope: Design, Development and manufacturing of plastic molded components and assemblies.

Automotive - TUVRheinland -ISO/TS 16949:2009

Scope: Manufacture of Plastic Molded components for interiors, seating systems, lightning systems, radiator tanks and guide bush for the automotive industry without product design and development.

Medical Devices - TUVRheinland -ISO 13485-2003

Scope: Manufacturing of Plastic molded components and assemblies used in Medical Devices.

Primary Packaging - ISO 15378 certification

Scope: Quality management system for manufacturers of pharmaceutical and medical device primary packaging materials.

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.

Credit Rating

CARE continues to accord the ratings on the bank facilities of the Company as under:

Long term facilities - CARE A-; Stable

Short term facilities - CARE A2

On total bank facilities of Rs. 142.22 cr.

Directors & Key Managerial Personnel

As per the provisions of the Companies Act, 2013, Mr. Mahendra Sanghvi, Executive Chairman (DIN: 00084162), retires by rotation at the ensuing AGM and being eligible, seeks re-appointment.

The Board recommends his re-appointment.

Key Managerial Personnel

Mr. Mahendra Sanghvi, Executive Chairman, Mr. Laxman Sanghvi, Executive Director, Ms. Tilottama Sanghvi, Whole Time Director, Mr. Amit Sanghvi, Managing Director,

Mr. Sanjay Shah, CFO & Vice President - Finance and Ms. Preeti Sheth, Asst. Company Secretary are Key Managerial Personnel of the Company as on 31st March, 2018, in accordance with Companies Act, 2013.

Note: Mr. Sanjay Shah is designated as Chief Strategy Officer effective from 01st April, 2018 and Mr. Chintan Shah is appointed as Chief Financial Officer effective from 01st April, 2018.

Meetings of Board

The Board met four times during the financial year. The meeting details 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 Directors’ Appointment and Remuneration

The existing policy is to have an appropriate mix of executive and independent directors to maintain independence of the Board and separate its functions of governance and management. As of 31st March, 2018, the Board had 8 members, 4 of whom are executive directors and four are independent directors.

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 subsection (3) of Section 178 of the Companies Act, 2013, is available on our website www.shaily.com at http://www.shaily.com/investors-details.aspxRs.id=10

There has been no change in the policy since the last financial year. 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 the declaration to the Company that they meet the criteria of independence as required under the Act and the Listing Regulations.

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 his / her role, function, duties and responsibilities. The format of the letter of appointment is available on our website www.shaily.com.

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 for Independent Directors are available at our website, www.shaily.com at http://www.shaily.com/investors-details.aspxRs.id= 10.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Board and of individual directors on an evaluation framework as adopted by the Board.

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

The outcome of the Board Evaluation for FY 2017-18 was discussed by the nomination and remuneration committee and the Board meeting held on 14th May, 2018.

Committees of the Board

Currently, the Board has four committees, namely;

- Audit Committee

- Nomination & Remuneration Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

A detailed note on the composition of the Board, its committees is provided in the Corporate Governance Report.

Corporate Governance

The Company believes in adopting 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.

Our Corporate Governance Report for FY 2017-18 forms part of this Annual Report.

Audit Reports and Auditors Audit Reports

- The Auditors’ Report for FY 2017-18 does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

- The Secretarial Auditors’ Report for the FY 2017-18 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors’ Report is enclosed as Annexure F to the Board’s Report in this Annual Report.

- As required by the SEBI Listing Regulations, the auditors’ certificate on corporate governance is enclosed with the Corporate Governance Report in this Annual Report. The auditors’ certification for FY 2017-18 does not contain any qualification, reservation or adverse remark.

Auditors Statutory Auditors

Under Section 139 of the Companies Act, 2013, and the Rules made thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the said section. The Audit Committee of the Company has proposed, and on May 14, 2018, the Board of Directors of the Company has recommended the appointment of M/s B S R & Associates LLP (Firm Registration number 116231W/W-100024 (“BSR”) as the statutory auditors of the Company. BSR will hold office for a period of five consecutive years from the conclusion of the 38th Annual General Meeting of the Company scheduled to be held on Monday, August 13, 2018, till the conclusion of the 43rd Annual General Meeting to be held in the year 2023, subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting.

The first year of audit will be of financial statements for the year ending March 31, 2019, which will include the audit of quarterly financial statements from Q2FY19.

Secretarial Auditor

The Board has appointed M/s Samdani Shah & Kabra, Company Secretaries, as Secretarial Auditor of the Company for the FY 2018-19, in terms with Section 204 of the Companies Act, 2013 with rules thereunder.

Cost Auditors

M/s Y.S. Thakar & Co., Cost Accountants, Vadodara are appointed as Cost Auditors of the Company to conduct audit of cost records of the Company for FY 2018-19.

Based upon the declaration on their eligibility, consent and terms of engagement, the Board has appointed them and recommend the ratification of remuneration to be paid to the Cost Auditors for FY 2018-19.

Internal Auditors

The Board has appointed M/s Shah Jain & Hindocha, Chartered Accountants as Internal Auditors of the Company for FY 2018-19.

Risk Management

The Company has in place a mechanism 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 Audit Committee and the Board of Directors of the Company.

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 victimisation 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 www.shaily.com

Internal Financial Control & its Adequacy

The Company’s internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping in view the organisation’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.

Contracts & Arrangements with Related Parties

All contracts/arrangements entered by the Company during the financial year with related parties were in ordinary course of business and on arm’s length basis. During the year, the Company did not enter into any contracts/arrangements/transaction with related parties which could be considered material.

The Directors draw attention to the members to Note no. 32 to the financial statement in this Annual Report, which sets out related party disclosures.

The Board has approved a policy for related party transactions which is available on the company’s website at www.shaily.com at http:// www.shaily.com/investors-detai Is. aspxRs.id=10.

Particulars of Loans, Guarantees or Investments

Loan, 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.

Fixed 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 during the financial year 2017-18.

Corporate Social Responsibility (CSR)

Being an Indian company, we are motivated by the Indian ethos of Dharma as a key plank for organisational self-realisation. 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 fulfillment of its corporate responsibilities can enhance overall performance. The Company continues its spend to support local initiatives health/ medical, education and sanitation/ cleanliness purpose as Corporate Social Responsibility initiatives.

Guided by the prevailing regulatory requirements, the Company has constituted a ‘Corporate Social Responsibility (CSR) Committee’ and framed a Policy on CSR, summary of which together with details of CSR activities undertaken by the Company during the financial year 2017-18, have been covered in separate report on CSR, annexed as Annexure C.

The Policy on Corporate Social Responsibility is available on the Company’s website, www.shaily.com at http:// www.shaily.com/investors-detai Is. aspxRs.id=10.

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure D.

Secretarial Standards

The Company complies with all the applicable secretarial standards.

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 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure E.

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

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 set up to redress complaints received regarding Sexual Harassment. All employees (permanent, contractual, temporary and trainees) are covered under this Policy.

No Complaint has been received by the Committee during the year.

Listing of Shares

The Equity shares of the Company are listed on the BSE Ltd. (BSE) with scrip code 501423 and scrip ID - SHAILY. The Company confirms that the annual listing fees to the stock exchange for the FY 2018-19 has been paid.

Material Changes

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2018. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

Significant/Material Orders Passed by Regulators/Courts/Tribunal

There are no significant and material orders passed by the Regulators or Courts or Tribunals that may impact the going concern status of the Company’s operation.

Green Initiative

Electronic copies of the Annual Report 2017-18 and the Notice of the 38th Annual General Meeting are sent to all members whose email addresses are registered with the Company/depository participant(s). For members who have not registered their email addresses, physical copies are sent in the permitted mode.

Directors’ Responsibility Statement

In terms of the provisions of Companies Act, 2013, the Directors confirm that;

i. in preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed;

ii. 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 profit and loss of the Company for that period;

iii. They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

v. They have laid down internal financial controls, which are adequate and are operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Acknowledgements

We thank our customers, vendors, investors, bankers for their continued support during the year.

We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth is made possible by their hard work, solidarity, cooperation and support.

We also thank our suppliers, customers, business partners and others associated with the Company. 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.

For and on behalf of the Board of Directors

Mahendra Sanghvi Amit Sanghvi

Executive Chairman Managing Director

Vadodara May 14, 2018

---

Mar 31, 2017

Dear Members,

The Directors have pleasure in presenting their 37^th Annual Report together with the Audited statement of Accounts for the year ended on 31^st March, 2017.

Financial Summary & Highlights

(Rs, in lacs)

Particulars	FY 2016-17	FY 2015-16
Net Revenue from Operations	24,637.49	22,553.94
Other Income	337.32	279.50
TOTAL REVENUE	24,974.81	22,833.44
Total Expenses	20,530.97	18,652.90
Profit before Interest, Depreciation & Tax	4,443.84	4,180.54
Finance Cost	788.53	1,013.45
Depreciation & amortization expense	1,335.43	1,025.59
Profit before Tax	2,319.88	2,141.50
Current Tax	720.63	458.54
Short provision in earlier years	8.81	-
Deferred Tax	2.73	134.65
Add : MAT Credit Entitlement	-	(0.89)
Net Profit for the year	1,587.71	1,549.20

Dividend

Your Directors recommend dividend on equity shares of Rs, 5 per share i.e. 50 % for the financial year 2016-17.

Operation & state of affairs :

The Company''s total revenue has been Rs. 249.75 cr in the current year, an increase of 9.387% over last year.

° EBIDTA for the year has been Rs, 44.44 cr.

° Profit before Tax (PBT) for the year is Rs, 23.20 cr.

° PAT for the year is Rs, 15.88 cr.

The Company in this year participated at Global Events, namely CPhI Exhibition, Mumbai, Innopack Conference, Mumbai and PharmaPack Paris Exhibition.

Management Discussion and Analysis

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, forms part of this Report at Annexure A. Certain statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Laxman Sanghvi, Executive Director, will retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

The members approved the appointment of Mr. Dilip Shah as an Independent Director with effect from May 18, 2016.

The Board had at its meeting held on 20th May, 2017, re-appointed Mr. Amit Sanghvi as Managing Director and Ms. Tilottama Sanghvi as Whole Time Director for a period of three (3) years effective from 01/10/2017 & 01/06/2017 respectively, subject to approval of members at the 37th Annual General Meeting of the Company. The Board has also recommended revision in remuneration of Mr. Mahendra Sanghvi, Executive Chairman effective from 01/04/2017.

A brief resume of and particulars relating to the above directors is given in the Notice containing particulars of the 37th Annual General Meeting.

The Board recommends their re-appointment and revision in remuneration.

Key Managerial Personnel

Mr. Mahendra Sanghvi, Executive Chairman, Mr. Laxman Sanghvi, Executive Director, Ms. Tilottama Sanghvi, Whole Time Director, Mr. Amit Sanghvi, Managing Director, Mr. Sanjay Shah, CFO & Vice President - Finance and Ms. Preeti Sheth, Asst. Company Secretary are Key Managerial Personnel of the Company, in accordance with Companies Act, 2013.

Meetings of Board

A calendar of Meetings is prepared and circulated in advance to the Directors. Four Board Meetings were held during the financial year 2016-17. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Independent Directors

The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as required under the Act and the Listing Regulations.

Meeting of Independent Directors

The Independent Directors met on May 18, 2016, to carry out the evaluation for the financial year 2016-17 and interalia, discussed the following :

^- Evaluation of the performance of Non -Independent Directors and the Board of Directors as a whole;

- Evaluation of the performance of the Chairman, taking into account the views of the Executive and Non-Executive Directors;

^- Evaluation of quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Mr. Sarup Chowdhary was not present at the Meeting.

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 his / her role, function, duties and responsibilities. The format of the letter of appointment is available on our website. (www.shaily.com)

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 for Independent Directors are available at our website. (www.shaily.com)

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Board and of individual directors on an evaluation framework as adopted by the Board.

The framework includes evaluation of directors on various parameters such as:

ⁿ Board dynamics and relationships ⁿ Information flows ⁿ Decision - making ⁿ Company performance and strategy ⁿ Tracking board and committee''s effectiveness ⁿ Peer evaluation

The Board approved the evaluation results as collated by the nomination & remuneration committee.

Related Party Transactions

Related party transactions that were entered into during the financial year were on arm''s length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential conflict with the interests of the Company.

There are no material related party transactions, which are not in ordinary course of business or which are not on arm''s length, 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 Board has approved a policy for related party transactions which has been uploaded on the Company''s website ( www.shaily.com )

Fixed 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 during the financial year 201617.

Loans, Guarantees or Investments

Particulars of Loans, guarantees or investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statement.

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.

Auditors

a. Statutory Auditors

In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s Deloittee Haskin & Sells., Chartered Accountants, have been appointed as Statutory Auditors of the Company till the conclusion of Annual General Meeting for F.Y. 2017-18, as approved by the members at their Annual General Meeting held on 02^nd August, 2016.

Pursuant to the requirement of Section 139 of the Companies Act, 2013, the appointment of Statutory Auditors is to be ratified by the members at every Annual General Meeting. Members are requested to ratify their appointment for F.Y. 2016-17.

b. Secretarial Auditors

The Board of Directors of the Company appointed M/s Samdani Shah & Kabra, Company Secretaries, Vadodara, to conduct Secretarial Audit of the Company for F.Y. 2016-17.

The Secretarial Report of M/s Samdani Shah & Kabra, Company Secretaries for the financial year ended 31^st March, 2017, is annexed at Annexure F.

c. Auditor''s certificate on corporate governance

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, auditors certificate on corporate governance is enclosed as with the Corporate Governance Report. The report does not contain any qualification, reservation or adverse remark.

d. Cost Auditors

M/s Y.S. Thakar & Co., Cost Accountants, Vadodara, were appointed as Cost Auditors to carry out the audit of cost records of the Company for the Financial Year ending on 31st March, 2017. Based upon the declaration on their eligibility, consent and terms of engagement, your Directors have appointed them and recommend the ratification of remuneration to be paid to the Cost Auditors for F.Y. 2017-18.

e. Internal Auditors

The Board of Directors have appointed M/s Shah Jain & Hindocha, Chartered Accountants as Internal Auditors of the Company for F.Y. 2017-18.

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their report or by the Secretarial Auditor in their Secretarial Audit Report and hence no explanation or comments of the Board is required in this matter.

Listing of shares

The Equity shares of the Company are listed on the BSE Ltd. (BSE) with scrip code 501423. The Company confirms that the annual listing fees to the stock exchange for the F.Y. 2017-18 has been paid.

Committees of the Board

Currently, the Board has four committees, namely;

- Audit Committee

- Nomination & Remuneration Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

A detailed note on the composition of the Board, its committees is provided in the Corporate Governance Report.

Vigil Mechanism

The Company has a well-defined “Whistle Blower Policy" and has established a robust for 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. (www.shaily.com )

Internal financial control

The Company''s internal control procedures which includes internal financial controls, ensure compliance with various policies, practices and statutes and keeping 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.

Risk Management

The Company has in place a mechanism 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 Audit Committee and the Board of Directors of the Company.

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 fulfillment of its corporate responsibilities can enhance overall performance. The Company continues its spend to support local initiatives health/ medical, education and sanitation/ cleanliness purpose as Corporate Social Responsibility initiatives.

Guided by the prevailing regulatory requirements, the Company has constituted a ''Corporate Social Responsibility (CSR) Committee'' and framed a Policy on CSR, summary of which together with details of CSR activities undertaken by the Company during the financial year 2016-17, have been covered in separate report on CSR, annexed as Annexure C.

The Policy on Corporate Social Responsibility is available on the Company''s website. (www.shaily.com)

Policy on Nomination & Remuneration

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 subsection (3) of Section 178 of the Companies Act, 2013, is available on our website (www.shaily.com). There has been no change in the policy since the last fiscal year. 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.

Corporate Governance

The Company believes in adopting 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.

The Report on Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

Extract of Annual Return

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return of the Company for the financial year ended 31^st March, 2017, in the prescribed format is annexed at Annexure D.

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 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure D.

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

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 set up to redress complaints received regarding Sexual Harassment. All employees (permanent, contractual, temporary and trainees) are covered under this Policy.

No Complaint has been received by the Committee during the year.

Policy for determining materiality for disclosures

The Company has in line with the SEBI Listing Regulations, 2015, devised a policy which applies to disclosure of material events affecting the Company. This policy deals with dissemination of unpublished, price-sensitive information. The policy can be viewed on we blink; http://www.shaily.com/investors-de tails. aspx ?id=10

Policy on Records and Archive Management

Devised in line with the requirements under SEBI Listing Regulations, 2015, this policy deals with the retention and archival of corporate records of the Company. The policy can be viewed at our website www.shaily.com on we blink; http://www.shaily.com/investors-

details.aspx?id=10

Orders passed by the Regulators or the Courts or the Tribunals.

There are no significant and material orders passed by the Regulators or Courts or Tribunals that may impact the going concern status of the Company''s operation.

Material Changes

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2017. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

Directors’ Responsibility Statement

In terms of the provisions of Companies Act, 2013, the Directors confirm that ;

(i) in preparation of the annual accounts for the financial year ended 31^st March, 2017, the applicable accounting standards have been followed ;

(ii) They have 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 profit and loss of the Company for that period;

(iii) They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(v) They have laid down internal financial controls, which are adequate and are operating effectively.

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Acknowledgements

We thank our customers, vendors, investors, bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth is made possible by their hard work, solidarity, cooperation and support.

We also thank our suppliers, customers, business partners and others associated with the Company. 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.

For and on behalf of the Board of Directors

Vadodara Mahendra Sanghvi Amit Sanghvi

May 20, 2017 Executive Chairman Managing Director

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Mar 31, 2013

To the Members,

The Directors are pleased to present the 33rd Annual Report together with the Audited Accounts for the year ended on 31st March 2013.

Financial Highlights

(Rs. in lacs)

Particulars Financial Year

2012-13 2011-12

Net revenue from Operations 12276.17 14,558.36

Other Income 63.53 123.55

Total Revenue 12339.70 14,681.91

Total Expenses 10579.02 12,472.81

Profit Before Interest, Depreciation & Tax 1760.68 2,209.10

Finance Cost 693.13 863.40

Depreciation and amortization expense 561.58 518.51

Profit Before Tax 505.97 827.19

Current Tax 101.22 165.49

Short provision in earlier years (22.99) 12.50

Deferred tax 142.02 165.55

Add: MAT Credit Entitlement 76.43 153.02

Net Profit for the year 362.15 636.67

Business Performance

The Company''s sales have been lower during the year under review.

lSales have come down by Rs. 23.42 Crores (15.95%). This is on account of global conditions.

lProfit before tax has come down by Rs. 3.21 Crores (38.83%). The drop in profit is mainly due to drop in sales.

Exports continue to account for over 70% of the Company''s income.

All significant accounting policies and material transactions have been disclosed in notes on accounts to the Balance Sheet as on 31st March 2013.

Dividend

In view of conserving the resources for business needs, your Directors do not recommend payment of divided for the year under review.

Directors

Mr. Hasmukh Shah has resigned as the Director and Chairman of the Board w.e.f. 25th June, 2012. He had been the Chairman of the company and a member of the Board since 2002. He was also the Chairman and member of the Board of erstwhile Shaily Engineering Plastics Ltd. which was merged into the company and was associated with the company for the past 17 years. Mr. Hasmukh Shah with his vast experience has made substantial contribution to the company''s growth and has been instrumental in many strategic initiatives of the company. The Board and management of the company would like to place on record and thank Mr. Hasmukh Shah for his advice and guidance which enabled the company to make substantial progress.

The Board of Directors in the meeting held on 4th August, 2012 elected Mr. Mahendra Sanghvi as the new Chairman of the Board. In the same meeting the Board has appointed Mr. Pushp Raj Singhvi and Mr. Samaresh Parida as Additional Directors w.e.f. 4th August, 2012 and 1st September, 2012 respectively. We seek your support in confirming their appointment in the forthcoming Annual General Meeting as Directors liable to retire by rotation.

Mr. Jayessh Shah, Mr. Sarup Chowdhary and Mr. Amit Sanghvi, Directors, will be retiring by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

The 3 year term of Mr. Mahendra Sanghvi as the Managing Director and Mr. Laxman Sanghvi as the Executive Director came to an end on 31st March, 2013. The Board of Directors have in their meeting held on 18th May, 2013 re-appointed them for another 3 years w.e.f. 1st April, 2013, at the same remuneration which was paid for the previous term, subject to approval of the members at the ensuing Annual General Meeting.

Brief resumes of all the concerned directors are included in the notice for the annual general meeting. Your directors have pleasure in recommending their appointment / re-appointment.

Fixed Deposits

The Company has accepted deposits of Rs. 152.60 lacs during the year, in compliance with provisions of section 58A of Companies Act 1956 read with Companies (Acceptance of Deposits) Rules 1975, as amended.

Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo

Information pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31st March 2013.

A) Conservation of Energy

The Company has installed in-built energy mechanism to conserve energy.

B) Technology Absorption

lResearch and Development: The Company has developed several dies and moulds, which were earlier imported. The Company has also developed several plastic components, which were earlier imported. The activities in development are carried out by the technicians, and the expenditure thereon is debited to the respective heads.

lTechnology absorption, adaptation and innovation: The Company has manufactured many plastic components of international standard/quality, which are import substitutes for diverse applications.

C) Foreign exchange earnings and outgo

Total foreign exchange used is Rs. 2710.67 lacs and total foreign exchange earned Rs. 9105.14 lacs.

Management Discussion and Analysis

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate section titled ''Management''s Discussion and Analysis'' has been included in this Annual Report.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate section titled ''Corporate Governance'' has been included in this Annual Report.

Statement pursuant to section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors'' Report for the year ended 31st March 2013.

None of the employees of the Company is in receipt of remuneration in excess of the prescribed limits.

Auditors

The present Auditors of the Company, M/s Deloitte Haskin & Sells, have expressed their willingness to act as Auditors of the Company, on their retirement at the ensuing Annual General Meeting, for the financial year 2013-14. They have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956.

Auditors'' report

The observation made in the Auditors'' report read together with relevant notes thereon, are self-explanatory and hence do not call for any comments under section 217 of the Companies Act 1956.

Cost Auditors

The Government of India, Ministry of Corporate Affairs, Cost Audit Branch had vide its Order dated January 24, 2012 bearing no. F. No. 52/26/CAB-2010 directed all Companies to which the Companies (Cost Accounting Records) Rules, 2011 apply, to get their cost accounting records, in respect of each of its financial year commencing on or after April 1, 2012 and for every financial year thereafter, audited by a Cost Auditor. In compliance with the said directive, the company had appointed M/s Y. S. Thakar & Co., Cost Accountants, Vadodara as Cost Auditors of the Company for conducting cost audit for the F.Y. 2012-13. The Central Government had approved the appointment. They have been re-appointed as the Cost Auditors to undertake Cost Audit for the financial year ending 31st March 2014, of the Cost Accounting Records of the Plastic Products of the company covered under Cost Audit Order dated 6th November, 2012.

Directors'' responsibility statement

As required by sub-section (2AA) of section 217 of the Companies Act, 1956, Directors state:

(i) that in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the directors have 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 as at 31st March 2013 and of the profits of the company for that period;

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a going concern basis.

Acknowledgement

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record their appreciation for the support and co-operation your Company has been receiving from its suppliers, customers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. 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.

The Directors also take this opportunity to thank all investors, clients, vendors, banks, regulatory and government authorities and stock exchange, for their continued support.

For and on behalf of Board of Directors

Sd/-

Place: Baroda Mahendra Sanghvi

Date: 18th May, 2013 Chairman & Managing Director

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Mar 31, 2012

The Members Shaily Engineering Plastics Limited Your Directors are pleased to present the 32nd Annual Report and Audited Accounts for the year ended on 31st March 2012.

Financial Results

(Rs. In lacs)

Current Year Previous Year

(2011-12) (2010-11)

Gross Total Income 14,719.52 12,936.95

Profit before depreciation and tax 1,345.70 837.81

Less: Depreciation 518.51 469.36

Less: Provision for taxation 24.97 -

Less / (Add) : Deferred tax liability / asset 165.55 (13.26)

Profit after tax 636.67 381.71

Business Performance

Your Company's performance during the year under review has improved substantially over the previous year. Net income has increased by 14.97% from Rs. 12,770.48 lacs to Rs. 14,682.36 lacs. PAT has increased by 66.79% from Rs. 381.71 lacs to Rs. 636.67 lacs.

Exports have been a major factor in the Company's growth with increase in exports from Rs. 9,813.17 lacs to Rs. 112,371.24 lacs (growth of 26.06%).

All significant accounting policies and material transactions have been disclosed in notes on accounts to the Balance Sheet as on 31st March 2012.

Dividend

In view of conserving the resources for business needs, your Directors do not recommend payment of divided for the year under review.

Dividend of Rs. 8,810,888 was accumulated and due for the financial year 2007-08 and 2008-09, on pro-rata basis, on 7% Participatory Cumulative Convertible Preference Shares of Rs. 56/- each which were issued on 6th July, 2007 and which have been converted into equity shares on 5th January 2009. Hence, the Board has approved the payment of interim dividend of Rs. 4,332,959/- and Rs. 4,477,929/- on 20th June 2011 and 13th November 2011 respectively.

Directors

The Board has inducted Mr. Amit Sanghvi as an Additional Director w.e.f 1st October, 2011 in the Board Meeting held on 6th August, 2011. In the meeting held on 13th November, 2011 Mr. Amit Sanghvi was appointed as Whole-Time Director w.e.f 1st October, 2011 for a period of 3 years, subject to approval of the Shareholders. We seek your support in confirming his appointment in the forthcoming Annual General Meeting as a Director liable to retire by rotation.

Mr. Bharat Sanghvi and Mr. Michael Woodhall have resigned from the Board of company w.e.f. 1st October, 2011 and 26th May, 2012 respectively. The Directors would like to place on record their appreciation for the contribution made by them to the company.

Mr. A.S.Anandkumar, Mr. Laxman Sanghvi and Mrs. Tilottama Sanghvi, Directors, will be retiring by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

Brief resumes of these directors are included in the notice for the annual general meeting. Your directors have pleasure in recommending their appointment / re-appointment.

Fixed Deposits

The Company has accepted deposits of Rs. 152.60 lacs during the year in compliance with provisions of section 58A of Companies Act 1956 read with Companies (Acceptance of Deposits) Rules 1975, as amended.

Conservation of energy, Technology absorption and Foreign Exchange earnings and outgo

Information pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31st March 2012.

Conservation of Energy

The Company has installed in-built energy mechanism to conserve energy.

Technology Absorption

Research and Development: The Company has developed several dies and moulds, which were earlier imported. The Company has also developed several plastic components, which were earlier imported. The activities in development are carried out by the technicians, and the expenditure thereon is debited to the respective heads.

Technology absorption, adaptation and innovation: The Company has manufactured many plastic components of international standard/quality, which are import substitutes for diverse applications.

Foreign exchange earnings and outgo

Total foreign exchange used is Rs. 3,272.42 lacs and total foreign exchange earned Rs. 12,371.24 lacs.

Directors' responsibility statement

As required by sub-section (2AA) of section 217 of the Companies Act, 1956, Directors state:

(i) that in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the directors have 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 as at 31st March 2012 and of the profits of the company for that period;

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a going concern basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate section titled 'Corporate Governance' has been included in this annual report, along with Management discussion and Analysis and additional shareholder information.

Statement pursuant to section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors' Report for the year ended 31st March 2012.

None of the employees of the Company is in receipt of remuneration in excess of the prescribed limits.

Auditors' report

The observation made in the Auditors' report read together with relevant notes thereon, are self-explanatory and hence do not call for any comments under section 217 of the Companies Act 1956.

Auditors

The present Auditors of the Company, M/s Deloitte Haskin & Sells, have expressed their willingness to act as Auditors of the Company, on their retirement at the ensuing Annual General Meeting, for the year 2012-13. They have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956.

Acknowledgement

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record their appreciation for the support and co-operation your Company has been receiving from its suppliers, customers, business partners and others associated with the Company as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. 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.

The Directors also take this opportunity to thank all investors, clients, vendors, banks, regulatory and government authorities and stock exchange, for their continued support.

For and on behalf of Board of Directors

Place: Baroda Sd/-

Date: 26th May, 2012 Chairman

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Mar 31, 2011

The Directors are pleased to present the 31st Annual Report and Audited Accounts for the year ended on 31st March 2011.

Financial Results (Rs. In lacs) Current Year Previous Year (2010-11) (2009-10)

Gross Total Income 12928.68 9627.72

Profit before depreciation and tax 837.81 718.27

Less: Depreciation 469.36 492.94

Less: Provision for taxation - 0.44

Less / (Add): Deferred tax - 13.26 liability/ asset

Profit after tax 381.71 211.64

Business Performance

Your Companys performance during the year review has improved substantially with the net income crossing Rs. 100 crores for the first time. Net income has increased by @ 32% from Rs. 9627.72 lacs. PAT increased by @ 80% % from Rs. 211.64 lacs to Rs. 381.71 lacs.

Export have been a major factor in the Companys growth with exports increase from Rs. 6916.93 lacs to Rs. 9792.16 lacs (growth of 41.57%).

All significant accounting policies and material transactions have been disclosed in notes on accounts to the Balance Sheet as on 31st March 2011.

Dividend

In view of conserving the resources for business needs, your Directors do not recommend payment of divided during the year under review.

Sale of Property

Your Company has sold out its land at Dehradun along with superstructure thereon during the year under as it was not advisable to commence manufacturing there.

Directors

Mr. Jayessh Shah, Mr. Bharat Sanghvi and Mr. Michael Woodhall, Directors will be retiring by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment. Brief resumes of these directors are included in the notice for the annual general meeting.

Your directors have pleasure in recommending reappointment of the Directors retiring by rotation.

Fixed Deposits

The Company has accepted deposits of Rs. 154.05 lacs during the year in compliance with provisions of section 58A of Companies Act 1956 read with Companies (Acceptance of Deposits) Rules 1975, as amended.

Shifting of the Registered Office

Pursuant to the petition filed by your Company, the Honble Company Law Board, Mumbai Bench vide its order # 109/14/CLB/MB/2011/1423 dated 29th April, 2011 passed an order for the alteration of Clause II of the Memorandum of Association of the Company for the shifting of the Registered Office from the State of Maharashtra to the State of Gujarat. In view of the same the Registered Office of the Company has been shifted at Rania Plant.

Conservation of energy, Technology absorption and Foreign Exchange earnings and outgo

Information pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31st March 2011.

Conservation of Energy

The Company has installed in-built energy mechanism to conserve energy.

Technology Absorption

Research and Development: The Company has developed several dies and moulds, which were earlier imported. The Company has also developed several plastic components, which were earlier imported. The activities in development are carried out by the technicians, and the expenditure thereon is debited to the respective heads.

Technology absorption, adaptation and innovation: The Company has manufactured many plastic components of international standard/quality, which are import substitutes for diverse applications.

Foreign exchange earnings and outgo

Total foreign exchange used is Rs. 1895,93 lacs and total foreign exchange earned Rs. 97.92 lacs.

Directors responsibility statement

As required by sub-section (2AA) of section 217 of the Companies Act, 1956, Directors state:

i. That in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the directors have 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 as at 31st March 2011 and of the profits of the company for that period.

iii. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the annual accounts have been prepared on a going concern basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate section titled Corporate Governance has been included in this annual report, along with the report of Management discussion and Analysis and additional shareholder information.

Statement pursuant to section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31st March 2011

None of the employees of the Company is in receipt of remuneration in excess of the prescribed limits.

Auditors report

The observation made in the Auditors report read together with relevant notes thereon, are self-explanatory and hence do not call for any comments under section 217 of the Companies Act 1956.

Auditors

The present Auditors of the Company, M/s Deloitte Haskin & Sells, have expressed their willingness to act as Auditors of the Company, on their retirement at the ensuing Annual General Meeting, for the year 2011.12. They have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956.

Acknowledgement

Your directors wish to place their sincere thanks to the Government authorities, banks, customers, suppliers, shareholders and employees, who extended support and co-operation, and helped, in your companys progress.

For and on behalf of Board of Directors Hasmukh Shah Chairman

Place: Baroda Date : 27.05.2011

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Mar 31, 2010

The Directors have pleasure in presenting their 30th Annual Report for the year ended on 31st March 2010.

Financial Results (Rs. In lacs)

Current Year Previous Year

(2009-10) (2008-09)

Gross Total Income 9827.72 6755.13

Profit before depreciation and tax 718.27 17.16

Less: Depreciation 492.94 378.21

Less: Provision for taxation - -

Less: Fringe benefit tax - 4.55

Less / (Add): Deferred tax liability / asset 13.26 (129.58)

(Profit after tax 211.64 (239.10)

Business Performance

The current year has been a year of consolidation for the company. Your companys performance in terms of sales and profit has shown remarkable improvement over the F.Y. 2009.

The total income increased by Rs. 30.73 Crore or 45% over the F.Y. 2009. The Companys Profit Before Tax was Rs. 2.25 Crore for the F.Y. 2009. Export sales increased substantially during the F.Y. 2010 with export increasing by Rs. 41.25 Crore or 141.46% in the F.Y. 2010.

All significant accounting policies and material transactions have been disclosed in notes on accounts to the Balance Sheet as on 31st March 2010.

Dividend

In view of conserving the resources for business needs, your Directors do not recommend payment of dividend during the year under review.

Directors

Mr. Laxman Sanghvi, Mrs. Tilottama Sanghvi and Mr. Sarup Chowdhary, Directors will be retiring by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment. Brief resumes of these directors are included in the notice for the annual general meeting.

Mr. Sachin Bhartiya has been appointed as Additional Director w.e.f. 1.11.2009 representing Motika Limited. Mr. Nilesh Mehta has resigned as a Director effective from 15.05.2010. The Board wishes to place on record its deep appreciation of the contribution by Mr. Nilesh Mehta during his tenure as member of the Board.

Your directors have pleasure in recommending reappointment of the Directors retiring by rotation.

Fixed Deposits

The Company has accepted deposits of Rs. 116.35 lacs during the year in compliance with provisions of section 58A of Companies Act 1956 read with Companies (Acceptance of Deposits) Rules 1975, as amended.

Conservation of energy, Technology absorption and Foreign Exchange earnings and outgo

Information pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 and forming part of the Directors Report for the year ended 31st March 2010..

Conservation of Energy

The Company has installed in-built energy mechanism to conserve energy.

Technology Absorption

Research and Development: The Company has developed several dies and moulds, which were earlier imported. The Company has also developed several plastic components, which were earlier imported. The activities in development are carried out by the technicians, and the expenditure thereon is debited to the respective heads.

Technology absorption, adaptation and innovation: The Company has manufactured many plastic components of international standard/quality, which are import substitutes for diverse applications.

Foreign exchange earnings and outgo

Total foreign exchange used is Rs. 1632.30 lacs and total foreign exchange earned Rs. 6916.93 lacs.

Directors responsibility statement

As required by sub-section (2AA) of section 217 of the Companies Act, 1956, Directors state:

i. That in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the directors have 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 as at 31st March 2010 and of the profits of the company for that period.

iii. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the annual accounts have been prepared on a going concern basis.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with stock exchanges, a separate section titled ‘Corporate Governance has been included in this annual report, along with the report of Management discussion and Analysis and additional shareholder information.

Statement pursuant to section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors Report for the year ended 31st March 2010

S Name Designation Gross Age Qualification N -n Earnings Rs. (in lacs)

1 Mahendra Managing 49.29 62 B.Sc.(Chem) Sanghvi Director years B.S. Chem Engg

2 Laxman Executive 31.57 53 Chartered Sanghvi Director years Accountant,

Law graduate

Name



Laxman Sanghvi Laxman Sanghvi

Exp Date of Joining Last Employ- ment Mahendra Sanghvi 36 30th Dec GB Book 1985 Plastic Co.,

Laxman Sanghvi 31 30th Dec Practicing 1985 Chartered Accountant

NOTES:

1. The appointment of the Managing Director and Executive Director is contractual.

2. Remuneration includes Basic, HRA, all other allowances and perquisites, Companys contribution to Provident Fund etc.

Auditors report

The observation made in the Auditors report read together with relevant notes thereon, are self-explanatory and hence do not call for any comments under section 217 of the Companies Act 1956.

Auditors

The present Auditors of the Company, M/s Deloitte Haskin & Sells, have expressed their willingness to act as Auditors of the Company, on their retirement at the ensuing Annual General Meeting, for the year 2010.11. They have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (1B) of the Companies Act, 1956.

Acknowledgement

Your directors wish to place their sincere thanks to the Government authorities, banks, customers, suppliers, shareholders and employees, who extended support and co-operation, and helped, in your companys progress.

For and on behalf of Board of Directors

Place: Mumbai Hasmukh Shah

Date: 09.08.2010 Chairman