The Board of Directors ("Board”) of the Company have pleasure in presenting the 13^th Annual Report of Sat Kartar
Shopping Limited ("the Company”) together with the Audited Financial Statement for the financial year ended March
31, 2025.

1. Financial summary or highlights/Performance of the Company (Standalone)

The Board's Report has been prepared based on the stand-alone financial statements of the company.

1. Operational Review:

Ý During the year, the net revenue from operations of your Company has increased tremendously from INR
12,810.96 (In Lakhs) in financial year 2023-2024 to INR 16,368.36 (In Lakhs) in the year 2024-2025.

Ý The Company's profit after tax stood at INR. 630.55 (In Lakhs) vis-a-vis INR. 981.50 (In Lakhs) in the previous
year.

The Board is continuously working for the better performance of the Company in the years to come.

2. Dividend

During the year, the Board recommended and company paid final Dividend at ^0.175 per equity share of face
value ^ 10/- each. in accordance with the provisions of the Companies Act, 2013 and LODR (Regulations), 2015.

Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were
no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

3. Reserves

An amount of vis INR. 981.50 (In Lakhs) has been transferred to reserves.

a. Change in the nature of business, if any

During the year on 09^th April,2024 company passed Special Resolution for alteration of Memorandum of
Association of Company focuses on single line of business i.e. marketing & selling of Ayurveda products online
through any website, electronic media, social media, print media, online store and physical shop, showroom,
factory outlets on B2B and B2C methods & any other mode wherein earlier the company was into business of
Ayurveda products and spiritual offerings.

b. Material changes and commitments, if any, affecting the financial position of the company which have
occurred between the end of the financial year of the company to which the financial statements relate
and the date of the report.

There has been no material changes and commitments affecting the financial position of the company have
occurred between the end of financial year of the company to which the financial statements relate and the
date of report.

c. Listing of shares by way of Initial Public Offer (IPO) on NSE Emerge Platform

The shares of the Company were listed on the Small and Medium Enterprises (SME) Platform of the National
Stock Exchange of India Limited (NSE Emerge) on 17th January, 2025.

4. Share Capital
Authorised Share Capital:

The Authorised Share Capital of the Company is Rs. 18,00,00,000/- (Rupees Eighteen Crore Only) divided into
1,80,00,000 (One Crore Eighty Lacs) equity shares of Rs. 10/- each.

Issued, Subscribed and Paid up share capital:

On 16th May 2024, the Company has allotted 93,019 equity shares by way of private placement. As a result,
the paid up share capital of the Company has increased to Rs. 2,89,30,190 (Two Crore Eight Nine Lacs Thirty
Thousand One Hundred Ninety) divided into 2893019 (Twenty Eight Lakh Ninety Three Thousand Nineteen)
equity shares of Rs. 10/- each.

On 20^th June, 2024 the Company has also allotted 86,79,057/- Bonus shares of Rs. 10/- each in the ration of
03:01. As a result of which the paid up share capital of the Company stood increased to Rs. 11,57,20,760/- (Eleven
Crores Fifty Seven Lakh Twenty Thousand Seven Hundred Sixty) divided into 1,15,72,076 (One Crore Fifteen
Lakh Seventy Two Thousand Seventy Six) equity shares of Rs. 10/- each.

On 15^th January, 2025 the Company came out with an Initial Public Offer (IPO) of 41,72,800 equity shares having
face value of Rs. 10/- after which the total paid up equity capital of the Company stood at Rs. 15,74,48,760/-(Fifteen
Crores Seventy Four Lakh Forty Eight Thousand Seven Hundred Sixty) comprising 1,57,44,876 (One Crore Fifty
Seven Lakh Forty Four Thousand Eight Hundred Seventy Six) equity shares of Rs. 10/- each.

5. Details of Dematerialization of Equity Shares

All the equity shares of the Company are held in the dematerialized form. The ISIN allocated to the Company is
INE0NB801022. To provide service to the Shareholders, the Company has appointed Skyline Financial Services
Private Limited having office at D-153A, 1st Floor, Okhla Industrial Area, Phase-I, New Delhi -110020 as Registrar
and Share Transfer Agent (RTA) of the Company.

6. Details of significant and material orders passed by the regulators or courts or tribunals impacting
the going concern status and company's operations in future.

No order affecting the going concern status and company's operations in future has been passed by any
regulator or any court or other judicial bodies against the company.

7. Details in respect of adequacy of internal financial controls with reference to the Financial
Statements.

The company has an internal control system, commensurate with the size, scale and complexity of its operations
to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various
regulatory and statutory requirements.

8. Internal Auditor

The Company has appointed Mr. Ankush Molpariya as the internal auditor of the Company under section 138
of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014. The internal auditor of
the company checks and verifies the internal control and monitors them in accordance with policy adopted
by the company from time to time.

9. Details of Subsidiary/Joint Ventures/Associate Companies

As on March 31, 2025, Company doesn't have any Subsidiary & Joint Venture and Associate Companies at the
end of the financial year.

10. Deposits

The deposit accepted by the company during the financial year are exempted deposits. Hence the provisions

of Section 73 and section 76 of the Companies Act 2013 and the Companies (acceptance of Deposit) Rule 2014
are considered as not applicable.

11. Extract of Annual Return

As per the amendment in Rule 12 of Companies (Management and Administration) Rules, 2014, a company
shall not be required to attach the extract of annual return with the Board's Report in Form No. MGT-9, in case
the web link of such annual return has been disclosed in the Board's report in accordance with sub-section (3)
of section 92 of the Companies Act, 2013. The Annual return will be placed on the website of the company at
the following link: https://www.satkartar.in/investors

12. Corporate Governance

The Company got listed on NSE Emerge platform on 17^th January 2025. As the shares are listed on SME Platform
of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clause (b) to
(i) of sub-regulation (2) of regulation 46 and Para C, D and E of schedule V are not applicable to the Company.
Hence, the Corporate Governance Report does not form part of this Board's Report.

13. Auditor and Auditors' Report

As per the provisions of Section 139 & 142 of the Act read with the Companies (Audit and Auditors) Rules,
2014, the members of the Company had appointed M/s Nidhi Bansal & Co., Chartered Accountants (Firm
Registration No. 022073N) as the Statutory Auditors to hold office till the conclusion of the Annual General
Meeting of the Company to be held in the year 2026.

There are no qualifications, reservations or adverse remarks made by the M/s Nidhi Bansal & Co., Auditors of
Company in their Audit Report for the year under review.

14. Secretarial Auditor and their Report

The Company has appointed Rawal & Co having office at B- Wing, 6^th Floor, GCS Tower, Near Delhi Jaipur
Expressway, Sector -30 Gurgaon - 122001 a firm of Practicing Company Secretaries as the secretarial auditor
of the Company under the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditor of Company in their
Audit Report for the year under review which is attached as Annexure- I to this report.

15. Directors & Key Managerial Personnel

During the period under review, the Board of Directors of the Company duly constituted as per provisions of
Companies Act, 2013.

Composition of Board of Directors:

The Board of Directors of Sat Kartar Shopping Limited is an optimum combination of Executive, Non-Executive
Directors and Independent Directors. As on 31st March, 2025, The Board of company consists of Eight (8)
Directors and Two KMP'S. The composition and category of Directors and KMP's are as follows:

Directors

The following changes have been made to the Board of Directors and Key Managerial personnel of the
Cnmnanv durinn the financial year 7074-7075:

16. Number of meetings of the Board of Directors held during the financial year 2024-2025

The boards of directors have met 30 times during the year. The intervening gap between the two
consecutive meetings was as prescribed under the provisions of the Companies Act 2013 and LODR
(Regulations), 2015

The necessary quorum was maintained in all the said meetings and proceedings during the meetings have
been duly recorded in minutes' book maintained for the purpose.

17. Number of meetings of the Shareholder(s) held during the financial year 2024-2025

18. Declaration under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 from Independent Directors

The Company has duly complied with the definition of ‘Independence' in according to the provisions of
Section 149(6) of the Companies Act, 2013 read with Schedule IV- Code of Independent Directors to the
Companies Act, 2013 and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 (as amended). All the Independent Director/s, have submitted a declaration
that he/she meets the criteria of independence and submit the declaration regarding the status of holding
other directorships and memberships as provided under law. The Independent Directors have also confirmed
that they have complied with the Company's code of conduct for Board and Senior Management as per
Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Independent
Directors affirmed that none of them were aware of any circumstance or situation which could impair their
ability to discharge their duties in an independent manner.

Opinion of the Board with regard to integrity, expertise and experience of the independent directors
appointed during the year:

The Directors are satisfied with the performance of all the independent directors appointed during the
year and are of the opinion that all the independent directors are persons of integrity and possess relevant
experience and expertise.

19. Committees of the Board

As on March 31, 2025, the Board has constituted the following committees as required in accordance with
the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders' Relationship Committee

The composition of each committee is mentioned below:

Audit Committee:

As per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 Audit Committee has been constituted by the
Board of Directors in its meeting on 26th June 2024.

The Committee reviews the adequacy and effectiveness of internal audit function and control systems, and
such other items as may be prescribed by applicable laws or by the Board from time to time. As on date the
Audit Committee comprises of:

The Compliance Officer shall act as Secretary to the Audit Committee.

The policy of the Audit Committee is available on the website of the Company at: https://www.satkartar.in/
investors

During the Financial year 2024-2025, three meetings of the Audit Committee were held on 14^th September
2024 & 3^rd January 2025 and 10^th February, 2025.

The Nomination and Remuneration Committee:

As per the provisions of Section 178 of the Companies Act, 2013 (the "Act”) and Regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 Nomination and Remuneration Committee has
been constituted by the Board of Directors in its meeting on 26th June 2024.

It shall review, acts on and reports to the Board with respect to various governance, nomination, compensation
and performance evaluation matters. The Committee works with full autonomy and is free of any managerial
interference. As on date the Nomination and Remuneration Committee comprises of:

The Compliance Officer shall act as Secretary to the Nomination and Remuneration Committee.

The policy of the Nomination and Remuneration Committee is available on the website of the Company at:
https://www.satkartar.in/investors

During the Financial year 2024-2025, one meeting of the Nomination and Remuneration Committee was held
on 1^st August 2024.

The Stakeholder Relationship Committee:

As per the provisions of Section 178 of the Companies Act, 2013 (the "Act”) and Regulation 20 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 Stakeholder Relationship Committee
has been constituted by the Board of Directors in its meeting on 26th June 2024.

This Committee is responsible for redressing the grievances of shareholders, investors or other security
holders including complaints related to transfer or transmission of shares, non-receipt of dividends, annual
reports and such other grievances as may be raised by the security holders from time to time. As on date the
Stakeholder Relationship Committee comprises of:

The Compliance Officer and company secretary will act as Secretary to the Stakeholder Relationship
Committee.

The policy of the Stakeholder Relationship Committee is available on the website of the Company at: https://
www.satkartar.in/investors

During the Financial year 2024-2025, two meetings of the Stakeholder Relationship Committee were held on
3^rd July 2024 & 4^th March 2025.

20. Particulars of contracts or arrangements made with related parties pursuant to section 188 of the
Companies Act 2013

The details of the contracts or arrangements made with related parties as defined under section 188 of the
Companies Act 2013 during the financial year are detailed under "Annexure -II”

21. Disclosure under sexual harassment of women at workplace (Prevention, Prohibition and Redressal)
Act, 2013

Our Company has always believed in providing a safe and harassment free workplace for every individual
working in the Company premises. Company always endeavors to create and provide an environment that is
free from any discrimination and harassment. For this purpose, the Board of Directors has adopted a policy on
"Prevention of Sexual Harassment” in line with the Prevention of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder.

Further, during the financial year ended March 31, 2025, there is no complaints received pertaining to sexual
harassment.

22. Prevention of Insider Trading

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015, as amended, the Company has formulated and adopted the "Code of Conduct for
prohibition of Insider Trading”. The object of the Insider Trading Code is to set framework, rules and procedures
which all concerned should follow, both in letter and spirit, while trading in the securities of the Company. The
Insider Trading Code is available at: https: //www.satkartar.in/investors

23. Establishment of Vigil Mechanism/Whistle Blower Policy:

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meeting of Board and it powers) Rules, 2014 and the Listing Regulations, the Company has adopted Whistle
Blower Policy/Vigil Mechanism. The Policy provides for a channel to report genuine concerns about unethical
behaviour, actual or suspected fraud or violation of companies policies. The Whistle Blower Policy of the
Company is available at the following link: https://www.satkartar.in/investors

24. Compliance with Applicable Secretarial standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and
operating effectively.

25. Maintenance of Cost Records

Maintenance of cost records and the requirement of Cost Audit as prescribed under the provisions of Section
148(1) of the Act, are not applicable for the business activities carried out by the Company.

26. Particulars of loans, guarantees, or Investments made under Section 186 of the Companies Act, 2013

The Loans, Guarantees and Investment made during the financial year was in accordance with the provisions
of the Companies Act, 2013 and rules made thereunder and the same has been discussed in the audited
financials enclosed.

27. Unsecured loan from Directors

During the financial Year 2024-2025, no unsecured loan were received from the directors of the Company.

28. Familiarisation Program For Independent Directors

Regular interactions are held between statutory and internal auditors and independent directors. Monthly /
quarterly updates on relevant statutory, regulatory changes are circulated to the Directors.

The Directors were also informed of key developments in the Company. Learning and development sessions
for Independent Directors are conducted, as may be required on relevant business topics. The internal
newsletters of the Company, the press releases, news in media about the Company are circulated to all the
Directors so that they are updated about the operations of the Company. Certain programmes / activities are
merged with the Board/Committee meetings to suit the convenience of Directors.

29. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and applicable SEBI (Listing Obligations and
Disclosure Requirements) Regulations, the Board of Directors has carried out an annual evaluation of its own
performance, the performance of its Committees, and of individual Directors. The evaluation process was
conducted through a structured questionnaire covering various aspects such as board composition, diversity,
strategy, risk management, and the effectiveness of meetings. Feedback was also sought from the Directors
for the improvement of the overall functioning of the Board. The outcome of the evaluation reflected the
overall engagement and effectiveness of the Board and its Committees in discharging their responsibilities.

30. Compliance with Maternity benefit Act, 1961

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has
extended all statutory benefits to eligible women employees during the year.

31. Downstream Investment

During the financial year under review, the Company has not made any downstream investment as defined
under the Foreign Exchange Management Rules, 2019.(FEMA) Accordingly, the provisions relating to
downstream investment and associated compliance requirements are not applicable to the Company for the
reporting period.

32. Reporting of Fraud

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds
committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

33. The details of application made or any proceeding pending under the insolvency and bankruptcy
code, 2016 during the year along with their status as at the end of the financial year

During the FY 2024-25, no proceeding has been initiated under Insolvency and Bankruptcy Code for default in
payment of debt. Further, the Company has also not initiated any proceedings against the defaulting entities.
However, it had lodged its claim with the resolution professional/liquidator appointed for defaulting listed
companies.

34. Details of difference between the amount of the valuation done at the time of one time settlement
and the valuation done while taking loan from the bank or financial institutions along with the
reasons thereof

During the period under review,, there has been no one time settlement accordingly no valuation were
done for this purpose.

35. Particular of Employees

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is
enclosed as Annexure III and forms part of this Report.

Further, as per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration
of Managerial Personnel) Amendment Rules, 2016 one of employees of the Company was in receipt of
remuneration exceeding Rs. 1,02,00,000/- per annum, if employed for whole of the year or Rs. 8,50,000/- per
month if employed for part of the year.

36. Corporate Social Responsibility

The Board approved a policy for Corporate Social Responsibility (CSR) in its meeting held on 26^th June, 2024.

The CSR policy of the Company is available at: https://www.satkartar.in/investors

The Company is not required to constitute a Corporate Social Responsibility Committee since the amount
required to be spent by the company on CSR activities for the financial year 2024-2025 does not exceed
Rs.50,00,000/- (Rupees Fifty lakhs).

The provision of CSR is applicable to the Company for the financial year 2024-2025 as the Company has
satisfied the criteria of Net profit to comply the CSR provisions under the Companies Act 2013 as on 31st
March 2024. Further, the information pursuant to Section 134(3)(O) of the Companies Act, 2013 and Rule 9 of
the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure - IV outlining the main
initiatives during the year under review.

The projects that will be undertaken will be within the broad framework of Schedule VII of the Companies
Act, 2013.

37. Management Discussion and Analysis

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the
report as Annexure V and is incorporated herein by reference and forms an integral part of this report.

38. Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as
follows:

A. Conservation of energy:

Though energy does not form a significant portion of the cost of the company yet wherever possible and
feasible, continuous efforts are being put for conservation of energy and minimize power cost.

B. Technology absorption:

The company does not have a separate in house research and development center and is relying on the
outside agencies for technology absorption, adoption and innovation.

C. Foreign exchange earnings and Outgo:

During the year, the Company made foreign currency payments amounting to USD 557,158.28 (equivalent to
5,09,70,672.70) and AED 301.99 (equivalent to 7,169.86). These payments were made in the ordinary course of
business.

39. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, shall state that—

a. In the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

b. The directors had selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit and loss of the company for that period;

c. The directors had taken proper and sufficient care for 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;

d. The directors had prepared the annual accounts on a going concern basis; and

e. The directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

40. SEBI Complaints Redress System (SCORES)

The investor complaints are processed in a centralized web-based complaints redressal system. The salient

features of this system are the centralized database of all complaints, online upload of Action Taken Reports
(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its
status. The Company has been registered on SCORES and makes every effort to resolve all investor complaints
received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The
Company has received complaints on the SCORES during the financial year 2024-2025 which were successfully
resolved by the Company.

41. Acknowledgements

The Directors take this opportunity to place on record their sincere appreciation for the support received
during the year from the investors through their overwhelming response to the Company's initial public
offering and the employees who put in significant efforts to ensure the success of the Company. The Directors
also take this opportunity to acknowledge the support received from all our external supporters such as the
Central and State government authorities, the National Stock Exchange of India Limited, Banks and financial
institutions, depositories, analysts, advisors, suppliers and other business partners for their support during the
year.

Sd/-

For and on behalf of the Company V^{ed Prakash}

Managing Director

For Sat Kartar Shopping Limited Din 08591808

Address: F -223, 3rd Floor,
Rishi Nagar, Rani Bagh,
North West Delhi, Saraswati Vihar

Place:-New Delhi

Delhi -110034

Date:- 04.08.2025

Sd/-

Sanjay Kumar

Director
DIN: 08218434
Address: S/O Ram Lal, C 1/10 Ground Floor
Bhagwati Garden Extention,
Near Dwarka Mor, Uttam Nagar,
Mohan Garden, West Delhi, Delhi -110059