Your Directors have pleasure in presenting their 41^st Annual Report on the business and operations of
the Company and the Audited Accounts of the Company for the Financial Year ended on 31^st March,
2024.

1. FINANCIAL SUMMARY AND PERFORMANCE OF THE COMPANY:

(Runees in Lakhs)

2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

During the year under review, the Company has earned revenue from operations of Rs. 1,163.42
(Amount in Lakhs). The Board of Directors of the Company is continuously making efforts for the
growth of the Company.

3. CHANGE IN NATURE OF BUSINESS

During the Financial year, there have not been any changes in the nature of business of the Company.

4. DIVIDEND:-

The Company has not declared any dividend during the year.

5. TRANSFER TO RESERVE

The Company has transferred Net Loss of Rs. 1.05/- (Amount in Lakhs) to its reserves. Reserves and
Surplus at the end of the year stood at Rs. (18.46) as compared to Rs. (17.41) at the beginning of the
year.

6. SHARE CAPITAL:-

The Paid up Equity Share Capital as on March 31^st, 2024 was Rs. 4,56,50,000. During the year under
review, the Company has neither issued shares with differential rights as to dividend, voting or
otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the
Company, under any Scheme. The Company has not issued any convertible instrument during the year.
No disclosure is required under Section 67(3)(c) of the Companies Act, 2013 (Act) in respect of voting
rights not exercised directly by the employees of the Company as the provisions of the said Section are
not applicable.

7. 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 are no material changes and commitments 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.

8. BOARD OF DIRECTORS AND ITS COMMITTEES: -
COMPOSITION OF THE BOARD OF DIRECTORS:-

As on March 31^st, 2024, the Board of Directors of the Company comprised of Five Directors, with two
Executive and three Non-Executive Directors, which included, two Independent Directors. As per the
Provisions of the companies Act, 2013 there is requirement of appointment of one more Independent
Director on the Board of Directors but due to suspension and restriction on trading, the management is
unable to find suitable person as Independent Director. There is no change in the composition of Board
of directors during the Financial Year 2023-24.

BOARD MEETINGS: -

The Board meets at regular intervals to adopt financial results and consider and decide business policies
and strategic proposals apart from other items of business. The Board and Committee meetings are
pre-scheduled and a tentative annual calendar of meetings is circulated to the Directors in advance to
ensure participation of all Directors.

There were 4(Four) Meetings of the Board Meetings held during the Financial Year 2023-24, (i.e. May
11, 2023, August 11, 2023, November 06, 2023 and February 05, 2024) were convened and held. The
maximum gap between any two consecutive Board Meetings did not exceed 120 (One Hundred and
Twenty) days.

AUDIT COMMITTEE MEETINGS:-

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of the Companies
(Meetings of Board & Its Powers) Rules, 2014, your Company has constituted an Audit Committee of
the Board of Directors. The Audit Committee comprise of the following Members as on March 31,
2024:-

There were 4(Four) Meetings of the Audit Committee of the Board of directors held during the Financial
Year 2023-24 (i.e. 11.05.2023, 11.08.2023, 06.11.2023 and 05.02.2024).

The Statutory Auditors and Chief Financial Officer attend the Audit Committee Meetings as Invitees.
The Audit Committee has made observations and recommendations to the Board of Directors, which
have been noted and accepted by the Board.

During the Financial Year 2023-24, all recommendations made by the Audit Committee to the Board of
Directors were accepted by the Board and there were no instances where the recommendations were
not accepted.

NOMINATION AND REMUNERATION COM MITTEE:-

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies
(Meetings of Board & Its Powers) Rules, 2014, your Company has constituted a Nomination and
Remuneration Committee of the Board of Directors. The Nomination and Remuneration Committee
comprises of the following Members as on March 31^st. 2024:-

There was 1 (One) Meetings of the Nomination and Remuneration Committee of the Board of Directors
held during the Financial Year 2023-24 (i.e., on November 06^th, 2023).

STAKEHOLDERS COMMITTEE MEETINGS:-

Pursuant to the provisions of Section 178 of the Companies Act, 2013, your Company has constituted a
Stakeholders' Relationship Committee of the Board of Directors, comprising of the following Members
during the Financial Year 2023-24:-

There were 4 (Four) Meetings of the Stakeholders Committee of the Board of directors held during the
Financial Year 2023-24 (i.e. 11.05.2023, 11.08.2023, 06.11.2023 and 05.02.2024).

9. VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

Your Company has adopted a Whistle Blower Policy as a part of its vigil mechanism. The purpose of the
Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any
unethical practices in the organization without the knowledge of the Management. All employees shall
be protected from any adverse action for reporting any unacceptable or improper practice and/or any
unethical practice, fraud, or violation of any law, rule, or regulation. This Policy is also applicable to the
Directors and Employees of the Company. Furthermore, employees are also free to communicate their
complaints directly to the Chairman /Members of the Audit Committee, as stated in the Policy. The
Policy is available on the website of the Company. On a quarterly basis, the Audit Committee reviews
reports made under this policy and implements corrective actions, wherever necessary.

10. DEPOSITS:-

During the year, the Company has not accepted deposits from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and the Rules framed there under.

11. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A
DIRECTOR

The Nomination and Remuneration Committee has formulated Nomination Remuneration and
Evaluation Policy, which details the criteria for determining qualifications, positive attributes and
independence of Directors in terms of provisions of Section 178(3) of the Act and the Listing
Regulations.

12. DECLARATION BY INDEPENDENT DIRECTORS

Mr. Nilesh Himatlal Trivedi and Mr. Rajesh Bhavanbhai Chauhan, Independent Directors, have furnished
a declaration that they meet the criteria of independence as envisaged in Section 149(6) of the Act.

13. CERTIFICATE FROM PRACTICING COMPANY SECRETARY

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations, Mr. Ishit P.
Vyas, Company Secretary in Practice, Ahmedabad, has certified that none of the Directors on the Board
of the Company has been debarred or disqualified from being appointed or continuing as Directors of
companies by the Board/Ministry of Corporate Affairs or any such statutory authority and the
certificate forms part of this Annual Report.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the Notes to the Financial Statements.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB¬
SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

All Related Party Transactions entered into by your Company during the Financial Year 2023-2024,
were on arm's length basis and in the ordinary course of business. There were no material significant
Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the interest of the
Company. Requisite prior approval of the Audit Committee of the Board of Directors was obtained for
Related Party Transactions. Therefore, disclosure of Related Party Transactions in Form AOC-2 as per
the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 is not applicable. Attention of Shareholders is also drawn to the
disclosure of transactions with related parties set out in Note No. 22 of the Financial Statements,
forming part of the Annual Report. None of the Directors have any pecuniary relationships or
transactions vis-a-vis the Company.

16. MATERIAL CHANGES:-

No material changes or commitments have occurred between the end of the calendar year and the
date of this report which affect the financial statements of the Company in respect of the reporting
year.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO: -

During the period under review, several energy conservation initiatives were adopted and were taken
by the Company. There are no plans to import any kind of technology for the project and hence
information regarding its absorption is not applicable. There was no research activities carried out
during the year as well as no foreign exchange income or outgo during the year.

18. SUBSIDIARY COMPANIES: -

As on March 31^st, 2024, the Company does not have any subsidiary.

19. AUDITORS' REPORT :-

There is no reservation or adverse remarks or disclaimer except qualified opinion made by the
Statutory Auditors in their report on the financial statement of the Company for the Financial Year
ended on 31^st March, 2024. Following remarks were made by the auditor in its audit report:

"We have not been provided with the balance confirmation or any other details for the trade
receivable, trade payable, loans and advances receivable/ payable shown in the books of accounts.
In the absence of the same we are unable to confirm the balance and nature of transaction.

As a result of these matters, we were unable to determine whether any adjustments might have
been found necessary in respect of recorded or unrecorded transactions and accounts
receivable/payable in the Balance Sheet, and the corresponding elements making up the
Statement of Profit and Loss and Cash Flow Statement."

20. DIRECTORS/ KEY MANAGERIAL PERSONNEL:-

Details of the Key Managerial Personnel of the Company as on 31.03.2024 are as follows:

Details of the Changes in Directorship during the year

21. CORPORATE SOCIAL RESPONSIBILITY (CSR) :-

The Company is not covered under section 135 of Companies Act, 2013 hence details regarding policy
on Corporate Social Responsibility is not applicable to the Company.

22. BOARD EVALUATION:-

The Board of Directors of your Company has carried out an Annual Performance Evaluation of its
own, the Directors individually as well as the evaluation of the working of its Committees. The
performance evaluation of the Board as a whole, Chairman and Non-Independent Directors was
carried out by the Independent Directors. A structured questionnaire was prepared after taking into
consideration various aspects of the Board's functioning, composition of the Board and its
Committees, culture, execution and performance of specific duties, obligations and governance. The
confidential online questionnaire was responded to by the Directors and vital feedback was received

from them on how the Board currently operates and how it can enhance its effectiveness. The Board
of Directors has expressed its satisfaction with the evaluation process.

23. REMUNERATION POLICY:-

The Board has, on the recommendation of Remuneration Committee framed a policy for selection
and appointment of Directors, Senior Management and their remuneration.

24. FRAUD REPORTING:

During the period under review, there have been no instances of frauds reported by the Auditors
under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the
Company or to the Central Government.

25. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of the provisions of the sexual harassment of women at workplace
(Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, our Company has
constituted Internal Complaints Committees as per requirement of the Act which are responsible for
redressal of complaints relating to sexual harassment against woman at workplace. During the year
under review, there were no complaints pertaining to sexual harassment against women.

26. CORPORATE GOVERNANCE:-

As per Regulation 15(2) of the SEBI Listing Regulations, compliance with the corporate governance
provisions as specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation
46 and para C, D and E of Schedule V, shall not apply in respect of the listed entity having paid up
equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five
crore, as on the last day of the previous financial year. At present, the Company is not required to
comply with Corporate Governance regulations as none of the above referred limits have been
triggered.

27. AUDITORS:-

(A) STATUTORY AUDITORS:-

M/s M A A K & Associates, Chartered Accountants (Firm Reg. No. 135024W) hold office until the
conclusion of financial year 2023-2024.

There is no reservation or adverse remarks or disclaimer except qualified opinion made by the
Statutory Auditors in their report on the financial statement of the Company for the Financial Year
ended on 31^st March, 2024. Following remarks were made by the auditor in its audit report:

"We have not been provided with the balance confirmation or any other details for the trade
receivable, trade payable, loans and advances receivable/ payable shown in the books of accounts.
In the absence of the same we are unable to confirm the balance and nature of transaction.

As a result of these matters, we were unable to determine whether any adjustments might have
been found necessary in respect of recorded or unrecorded transactions and accounts
receivable/payable in the Balance Sheet, and the corresponding elements making up the
Statement of Profit and Loss and Cash Flow Statement."

(B) SECRETARIAL AUDITOR:-

The Board of Directors of your Company at its meeting held on May 20^th, 2024, has appointed Mr.
Ishit Vyas, Proprietor of M/s. Ishit Vyas & Co., Company Secretaries (Membership No.: F7728), who
have provided their consent and confirmed their eligibility to act as the "Secretarial Auditors" of the
Company to conduct the Secretarial Audit for the Financial Year 2023-24, pursuant to the provisions
of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report submitted by the
Secretarial Auditors for the Financial Year 2023-24 is annexed as "Annexure - B" to this Board's
Report.

(C) RESPONSES TO QUALIFICATIONS, RESERVATIONS, ADVERSE REMARKS & DISCLAIMERS MADE BY
THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS:

There is no reservation or adverse remarks or disclaimer except qualified opinion made by the
Statutory Auditors in their report on the financial statement of the Company for the Financial Year
ended on 31^st March, 2024. There is no reservation or adverse remarks or disclaimer except non¬
compliance during the Financial Year ended on 31^st March, 2024 as given by the Secretarial Auditor in
report as "Annexure B" in Form MR-3.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As per Clause 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Management Discussion and Analysis Report, is appended to this report as "Annexure D".

29. ANNUAL LISTING FEE:-

The Company is in process of Revocation of Suspension of securities with BSE. The Company has paid
all the pending dues along with Annual Listing Fees for the year 2024-25 to BSE Limited (BSE) where
its securities are listed.

30. INDUSTRIAL RELATIONS:-

The relationship with the workmen and staff remained cordial and harmonious during the year and
management received full cooperation from employees.

31. PARTICULARS OF EMPLOYEES:-

None of the Employee has received remuneration exceeding the limit as stated in rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

32. DIRECTORS' RESPONSIBILITY STATEMENT:-

To the best of their knowledge and belief and according to the information and explanations
obtained by them, your Directors make the following statement in terms of Section 134 of the
Companies Act (Act):

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 as at 31^st March, 2024 and of the profit of the Company for the
period ended on 31^st March, 2024.

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;

e) The Directors had laid down Internal Financial Controls (IFC) and that such Internal Financial
Controls are adequate and have been operating effectively.

f) The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems have been found adequate and operating effectively.

33. SECRETARIAL STANDARDS:

Your Company is in compliances with the Secretarial Standards on Meetings of the Board of Directors
(SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company
Secretaries of India.

34. MANAGERIAL REMUNERATION:

Managerial remuneration has not been paid or provided in the financial year, so compliance in
accordance with the requisite approvals mandated by the provisions of section 197 read with
Schedule V to the Companies Act are not applicable.

35. EXTRACT OF ANNUAL RETURN: -

As required under Section 92(3) of the Companies Act, 2013 and the Rules framed there under, the
extract of the Annual Return in Form MGT 9 is annexed herewith as "Annexure G". Further Pursuant
to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the Annual Return as on 31^st
March, 2024 is also available on the website of the company at www.shivamshree.com.

36. RISK MANAGEMENT:

Company has implemented an integrated risk management approach through which it reviews and
assesses significant risks on a regular basis to help ensure that there is a robust system of risk
controls and mitigation in place. Senior management periodically reviews this risk management
framework to keep updated and address emerging challenges. Major risks identified for the Company
by the management are Currency fluctuation, Compliances of various applicable Laws, Regulatory
changes, Manufacturing & Supply, Litigation, Technological Changes and new capital investments
return. The management is however, of the view that none of the above risks may threaten the
existence of the Company as robust Risk mitigation mechanism is put in place to ensure that there is
nil or minimum impact on the Company in case any of these risks materialize.

37. CORPORATE GOVERNANCE CERTIFICATE— NON APPLICABILITY:

The Certificate of the non applicability of submission of Report on Corporate Governance as
stipulated in Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is appended to the report on Corporate Governance, herewith
attached as Annexure A to Directors Report.

38. MAINTENANCE OF COST RECORDS:

The Company is not require to maintain cost records as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013, and accordingly such accounts and records
are not made and maintained.

39. CAUTIONARY STATEMENT:

Statements in the Directors' Report and the Management Discussion and Analysis Report describing
the Company's objectives, projections, expectations, estimates or forecasts may be forward-looking
within the meaning of applicable laws and regulations. Actual results may differ substantially or
materially from those expressed or implied therein due to risks and uncertainties. Important factors
that could influence the Company's operations, inter alia, include global and domestic demand and
supply conditions affecting selling prices of finished goods, input availability and prices, changes in
government regulations, tax laws, economic, political developments within the country and other
factors such as litigations and industrial relations.

40. DEPOSITORY SYSTEM:

Your Company's Equity Shares are available for dematerialization through National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

41. ADDITIONAL INFORMATION:

The additional information required to be given under the Companies Act, 2013 and the Rules made
thereunder, has been laid out in the Notes attached to and forming part of the Annual Accounts. The
Notes to the Accounts referred to the Auditors' Report are self-explanatory and therefore do not call
for any further explanation.

42. APPRECIATION:

Your Directors wish to place on record sincere appreciation for the support and co-operation
received from various Central and State Government Departments, organizations and agencies. Your
Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders,
customers, dealers, vendors, banks and other business partners for excellent support received from
them during the Financial Year under review. Your Directors also express their warm appreciation to
all the employees of the Company for their unstinted commitment and continued contribution to the
growth of your Company.

Date: 27.08.2024 By order of the Board,

Place: Ahmedabad For, Shivamshree Businesses Limited

SD/- SD/-

Director Director

Praful Bavishiya Shailesh Bavishiya

DIN: 01908180 DIN: 01908191