Integrated Filing-Governance



General information about company

Scrip Code 522034
NSE Symbol SHANTIGEAR
MSEI Symbol NOTLISTED
ISIN INE631A01022
Name of the entity SHANTHI GEARS LIMITED
Date of start of financial year 01-Apr-2025
Date of end of financial year 31-Mar-2026
Reporting Quarter Yearly
Date of Quarter Ending 31-Mar-2026
Type of company Equity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity? Yes
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity? Yes
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity? No
Reason For Part C Of Annexure I Disclosure Of Acquisition Of Shares OrVotingRightsInUnlistedCompaniesIsNotApplicableToTheEntity The Company has not made any acquistion of shares or voting rights in unlisted companies as on 31st March, 2026.
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity? No
Reason For Part D Of Annexure I Disclosure Of Imposition Of Fine Or Penalty Is Not Applicable To The Entity The Company has not been subject to any fine or penalty as on 31st March, 2026.
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity? Yes
Whether Annexure I (Part F) of the SEBI Circular dated December 31, 2024 related to Disclosure Of Loans / Guarantees / Comfort Letters / Securities Etc. is Applicable to the entity? No
Reason For Part F Of Annexure I Disclosure Of Loans Or Guarantees Or Comfort Letters Or Securities Etc Is Not Applicable To The Entity The Company does not have any loans, gaurantees, comfort letters and securities as on 31st March, 2026
Risk management committee Yes
Market Capitalisation as per immediate previous Financial Year Top 1000 listed entities
Is SCORE ID Available ? Yes
SCORE Registration ID s00199
Reason For No SCORE ID
Type of Submission New
Remarks (website dissemination)



Annexure I
Annexure I to be submitted by listed entity on quarterly basis
I. Composition of Board of Directors
Disclosure of notes on composition of board of directors explanatory Mr. M Karunakaran is CEO cum WTD
Whether the listed entity has a Regular Chairperson Yes
Whether Chairperson is related to MD or CEO No Disqualification of Directors under section 164 of the Companies Act, 2013
Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth Whether the director is disqualified? Start Date of disqualification End Date of disqualification Details of disqualification Current status Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] Date of passing special resolution Initial Date of appointment Date of Re-appointment Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & 17A(2)] Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Reason for Cessation Notes for not providing PAN Notes for not providing DIN
1 Mr. L RAMKUMAR 00090089 Non-Executive - Independent Director Not Applicable 09-Apr-1956 No Active Yes 25-Jul-2022 03-Sep-2012 25-Jul-2022 161 3 3 5 4
2 Mr. S K SUNDARARAMAN 00002691 Non-Executive - Independent Director Not Applicable 15-Apr-1973 No Active Yes 26-Jul-2023 06-Feb-2018 26-Jul-2023 98 5 2 7 3
3 Mr. M A M ARUNACHALAM 00202958 Non-Executive - Non Independent Director Chairperson related to Promoter 18-Jun-1967 No Active NA 10-Feb-2021 26-Jul-2023 61 4 0 4 2
4 Mr. M KARUNAKARAN 09004843 Executive Director Not Applicable CEO 31-Jul-1971 No Active NA 10-Feb-2021 10-Feb-2024 61 1 0 1 0
5 Mr. MUKESH AHUJA 09364667 Non-Executive - Non Independent Director Not Applicable 01-Jun-1972 No Active NA 22-Oct-2021 26-Jul-2023 53 2 0 0 0
6 Mr. ARUN VENKATACHALAM 09511997 Non-Executive - Non Independent Director Not Applicable 11-Nov-1989 No Active NA 09-May-2023 34 1 0 1 0
7 Mr. A VENKATARAMANI 00277816 Non-Executive - Independent Director Not Applicable 19-Mar-1968 No Active Yes 29-Jul-2024 09-May-2024 22 4 3 6 0
8 Ms. ARUNA THANGARAJ 07444726 Non-Executive - Independent Director Not Applicable 04-Sep-1981 No Active Yes 17-Sep-2025 30-Jul-2025 8 2 2 2 0



Annexure 1

II. Composition of Committees
Disclosure of notes on composition of committees explanatory



Audit Committee Details
Whether the Audit Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00090089 L RAMKUMAR Non-Executive - Independent Director Chairperson 26-Jul-2022
2 00277816 A VENKATARAMANI Non-Executive - Independent Director Member 03-Aug-2018
3 00002691 S K SUNDARARAMAN Non-Executive - Independent Director Member 30-Jul-2024
4 07444726 ARUNA THANGARAJ Non-Executive - Independent Director Member 31-Jul-2025



Nomination and remuneration committee
Whether the Nomination and remuneration committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00277816 A VENKATARAMANI Non-Executive - Independent Director Chairperson 30-Jul-2024
2 00202958 M A M ARUNACHALAM Non-Executive - Non Independent Director Member 26-Jul-2022
3 00002691 S K SUNDARARAMAN Non-Executive - Independent Director Member 31-Jul-2025



Stakeholders Relationship Committee
Whether the Stakeholders Relationship Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00002691 S K SUNDARARAMAN Non-Executive - Independent Director Chairperson 26-Jul-2022
2 09511997 ARUN VENKATACHALAM Non-Executive - Non Independent Director Member 30-Jul-2024
3 09004843 M KARUNAKARAN Executive Director Member 26-Jul-2022



Risk Management Committee
Whether the Risk Management Committee has a Regular Chairperson Yes
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00090089 L RAMKUMAR ID Chairperson 26-Jul-2022
2 09364667 MUKESH AHUJA NED Member 26-Jul-2022
3 09004843 M KARUNAKARAN ED Member 01-Feb-2019
4 09511997 ARUN VENKATACHALAM NED Member 30-Jul-2024



Annexure 1
III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Notes for not providing Date Whether requirement of Quorum met (Yes/No) Total Number of Directors as on date of the meeting Number of Directors present* (All directors including Independent Director) No. of Independent Directors attending the meeting*
1 24-Oct-2025 Yes 8 6 2
2 22-Jan-2026 89 Yes 8 7 4
3 17-Mar-2026 53 Yes 8 8 4



Annexure 1
IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr Name of Committee Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Name of other committee Reson for not providing date Whether requirement of Quorum met (Yes/No) Total Number of Directors in the Committee as on date of the meeting Number of Directors Present (All Directors including Independent Director) No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
1 Audit Committee 24-Oct-2025 Yes 4 2 2 0
2 Audit Committee 22-Jan-2026 89 Yes 4 4 4 0
3 Risk Management Committee 24-Oct-2025 Yes 4 4 1 0
4 Risk Management Committee 17-Mar-2026 143 Yes 4 4 1 0
5 Stakeholders Relationship Committee 17-Mar-2026 Yes 3 3 1 0



Annexure 1
VI. Affirmations
Sr Subject Compliance status (Yes/No)
1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
2 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee Yes
3 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee Yes
4 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee Yes
5 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities) Yes
6 The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
7 The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015 Yes
8 This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Yes
9 Any comments/observations/advice of Board of Directors may be mentioned here:



Annexure 1
Sr Subject Compliance status
1 Name of signatory Walter Vasanth P J
2 Designation Company Secretary and Compliance Officer



Details of Cyber security incidence
Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarter No
Other details of cyber security incidence or breaches or loss of data event
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr Date of the event Brief details of the event



Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I. Disclosure on website in terms of LODR Regulation
Sr Item Compliance status (Yes/No/NA) If status is No details of non-compliance may be given here. Web address
1.1 Details of business Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
1.2 Memorandum of Association and Articles of Association Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
1.3 Brief profile of board of directors including directorship and full time positions in body corporates Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
2 Terms and conditions of appointment of independent directors Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
3 Composition of various committees of board of directors Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
4 Code of conduct of board of directors and senior management personnel Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
5 Details of establishment of vigil mechanism or whistle blower policy Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
6 Criteria of making payments to non-executive directors Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
7 Policy on dealing with related party transactions Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
8 Policy for determining material subsidiaries Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
9 Details of familiarization programmes imparted to independent directors Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
10 Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
11 Email address for grievance redressal and other relevant details Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
12 Financial results Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
13 Shareholding pattern Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
14 Details of agreements entered into with the media companies and/or their associates NA
15.1 Schedule of analyst or institutional investor meet and presentation prepared by listed entity for analyst or institutional investor meet NA
15.2 Audio or video recordings and transcripts of post earnings/quarterly calls NA
16 New name and the old name of the listed entity NA
17 Advertisements as per regulation 47 (1) Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
18 Credit rating or revision in credit rating obtained Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
19 Separate audited financial statements of each subsidiary of the listed entity Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
20 Secretarial compliance report Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
21 Materiality policy as per regulation 30 (4) Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
22 Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
23 Disclosures under regulation 30(8) Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
24 Statements of deviation(s) or variations(s) as specified in regulation 32 Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
25 Dividend distribution policy as specified in regulation 43A (1) Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
26.1 Annual return as provided under section 92 of the Companies Act 2013 Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
26.2 Employee benefit scheme documents framed in terms of SEBI (SBEB) regulations 2021
27 Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
28 Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updation Yes https://www.shanthigears.com/info-under-reg-46-62-of-the-sebi-lodr-reg-2015/
29 Disclosure of notes on website in terms of Listing Regulations explanatory


Annexure II
II. Annual Affirmations
Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is No details of non-compliance may be given here.
1 Independent director(s) have been appointed in terms of specified criteria of independence and/or eligibility 16(1)(b) Yes
2 Board Composition 17(1), 17(1A) & 17(1C), 17(1D) & 17(1E) Yes
3 Meeting Of Board Of Directors 17(2) Yes
4 Quorum of board meeting 17(2A) Yes
5 Review of Compliance Reports 17(3) Yes
6 Plans for orderly succession for appointments 17(4) Yes
7 Code of Conduct 17(5) Yes
8 Fees/compensation 17(6) Yes
9 Minimum Information 17(7) Yes
10 Compliance Certificate 17(8) Yes
11 Risk Assessment & Management 17(9) Yes
12 Performance Evaluation of Independent Directors 17(10) Yes
13 Recommendation of Board 17(11) Yes
14 Maximum number of Directorships 17A Yes
15 Composition of Audit Committee 18(1) Yes
16 Meeting of Audit Committee 18(2) Yes
17 Role of Audit Committee and information to be reviewed by the audit committee 18(3) Yes
18 Composition of nomination & remuneration committee 19(1) & (2) Yes
19 Quorum of Nomination and Remuneration Committee meeting 19(2A) Yes
20 Meeting of Nomination and Remuneration Committee 19(3A) Yes
21 Role of Nomination and Remuneration Committee 19(4) Yes
22 Composition of Stakeholder Relationship Committee 20(1), 20(2) & 20(2A) Yes
23 Meeting of Stakeholders Relationship Committee 20(3A) Yes
24 Role of Stakeholders Relationship Committee 20(4) Yes
25 Composition and role of risk management committee 21(1),(2),(3),(4) Yes
26 Meeting of Risk Management Committee 21(3A) Yes
27 Quorum of Risk Management Committee meeting 21(3B) Yes
28 Gap between the meetings of the Risk Management Committee 21(3C) Yes
29 Vigil Mechanism 22 Yes
30 Policy for related party Transaction 23(1), (1A), (5), (6), & (8) Yes
31 Prior or Omnibus approval of Audit Committee for all related party transactions 23(2), (3) Yes
32 Approval for material related party transactions 23(4) NA
33 Disclosure of related party transactions on consolidated basis 23(9) Yes
34 Composition of Board of Directors of unlisted material Subsidiary 24(1) NA
35 Other Corporate Governance requirements with respect to subsidiary of listed entity 24(2),(3),(4),(5) & (6) Yes
36 Alternate Director to Independent Director 25(1) NA
37 Maximum Tenure 25(2) Yes
38 Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism 25(2A) Yes
39 Meeting of independent directors 25(3) & (4) Yes
40 Familiarization of independent directors 25(7) Yes
41 Declaration from Independent Director 25(8) & (9) Yes
42 Directors and Officers insurance 25(10) Yes
43 Confirmation with respect to appointment of Independent Directors who resigned from the listed entity 25(11) Yes
44 Memberships in Committees 26(1) Yes
45 Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel 26(3) Yes
46 Policy with respect to Obligations of directors and senior management 26(2) & 26(5) Yes
47 Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity 26(6) NA
48 Vacancies in respect Key Managerial Personnel 26A(1) & 26A(2), 26A(3) Yes
Any other information to be provided - Add Notes



Annexure II
III. Affirmations
Sr Particulars Compliance status (Yes/No/NA)
1 The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied Yes
Any other information to be provided Textual Information(1)



Text Block
Textual Information(1) There is no Material Subsidiary for the Company as on date i.e., 31st March, 2026



Annexure II
1 Name of signatory Walter Vasanth P J
2 Designation Company Secretary and Compliance Officer



Additional Half yearly Disclosure
Any Other Information for Disclosure of Loans / Guarantees / Comfort Letters / Securities Etc.
I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below
(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to
Entity Aggregate amount advanced during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By
Entity Type (guarantee, comfort letter etc.) Aggregate amount of issuance during six months Balance outstanding at the end of six months(taking into account any invocation)
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by
Entity Type of security (cash, shares etc.) Aggregate value of security provided during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by them
Promoter Group or any other entity controlled by them
Directors (including relatives) or any other entity controlled by them
KMPs or any other entity controlled by them
(D) Additional Information
II. Affirmations
Affirmations Compliance Status Company Remarks
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company. $intratedCg.get("CG_YN_$!integratedFillingMasterDto.cgMasterVO.anx4aAffirmComplStatus")
Name
Designation
Place
Date



Signatory Details
Name of signatory Walter Vasanth P J
Designation of person Company Secretary and Compliance Officer
Place Coimbatore
Date 29-Apr-2026


Investor Grievance Details
No. of investor complaints pending at the beginning of Quarter 0
No. of investor complaints received during the Quarter 0
No. of investor complaints disposed off during the Quarter 0
No. of investor complaints those remaining unresolved at the end of the Quarter 0


Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies-
The details of acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule III are given below
Any Other Information for Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies
Sr. No. Name of the unlisted company in which shares or voting rights have been acquired Date of acquisition Aggregate holding (% shares or voting rights) as at the end of the previous quarter % shares or voting rights acquired during the quarter Aggregate holding (% shares or voting rights) as at the end of the quarter


Disclosure of Imposition of Fine or Penalty
The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below:
Any Other Information for Disclosure of Imposition of Fine or Penalty
Sr. No. Name of the authority Nature and details of the action(s) taken or order(s) passed Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority Details of the violation(s)/ contravention(s) committed or alleged to be committed Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible


Disclosure of Updates to Ongoing Tax Litigations or Disputes
The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below:

Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes
Sr. No. Name of the opposing party Date of initiation of the litigation / dispute Status of the litigation / dispute as per last disclosure Current status of the litigation / dispute
1 Office of the Assistant Commissioner of GST and Central Excise, Coimbatore-II 05-Feb-2025 Appeal was made on 22.04.2025 against the order u/s 74 of CGST Act, 2017 by the Assistant Commissioner of Customs and Central Excise, Coimbatore on 05.02.2025 imposing a penalty of Rs.2,02,13,832/- for wrong availment of concessional rate of GST on supply of goods and Short Payment of GST. Attended personal hearing on 30th October, 2025. Awaiting reply /action from the department.