Directors Report of Add-Shop E-Retail Ltd.

Mar 31, 2025

Your Directors present the 12^th Board’s Report on the Business and Operations of the Company
together with the Audited Financial Statement and the Auditor’s Report for the Financial Year
ended on 31^st March, 2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 is
summarized as below:

Particulars	2024-25	2023-24
Revenue from Operations	15512.95	20,306.29
Other Income	-	-
Total Revenue	15512.95	20,306.29
Total Expenses	15,005.68	19,649.59
Profit / Loss before Depreciation, Exceptional and Extra Ordinary Items and Tax Expenses	507.27	656.7
Less: Depreciation / Amortization / Impairment	55.38	50.44
Profit / Loss before Exceptional and Extra Ordinary Items and Tax Expenses	451.89	606.26
Add / Less: Exceptional and Extra Ordinary Items	-	-
Profit / Loss before Tax Expenses	451.89	606.26
Less: Tax Expense		-
Current Tax	117.69	99.27
Short/Excess provision for previous year		185.90
Deferred Tax	-2.41	-5.38
Profit / Loss for the Period	331.79	315.71
Earnings per share (Face value Rs.10/-) Basic & Diluted (In Rupees)	1.17	1.12

2. OPERATIONS:

Total revenue for Financial Year 2024-25 is Rs.15512.95 lakhs compared to the revenue of Rs.
20,306.29 lakhs of previous Financial Year. The Company has incurred Profit before tax for the
Financial Year 2024-25 of Rs.451.89 Lakhs as compared to profit of Rs. 606.26 Lakhs of previous
Financial Year. Net Profit after Tax for the Financial Year 2024-25 is Rs. 331.79 Lakhs as against
Net profit after tax of Rs. 315.71 Lakhs of previous Financial Year. The Directors are continuously
looking for the new avenues for future growth of the Company and expect more growth in the
future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business during the year under review.

4. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your directors do not
recommend any dividend for the Financial Year 2024-25 (Previous year - Nil).

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or
unclaimed for a period of seven years shall be transferred to the Investor Education and Protection
Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the
“Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such unpaid
dividend to the said account. Therefore, there were no funds which were required to be transferred
to Investor Education and Protection Fund.

6. TRANSFER TO RESERVES:

The Profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to profit
and loss account of the Company under Reserves and Surplus.

7. CAPITAL STRUCTURE

A) AUTHORISED SHARE CAPITAL:

The Authorized share capital of the Company as on 31^st March, 2025 is Rs.35,01,00,000 Equity
shares/- (Rupees Thirty Five Crores One Lakh Only) divided into 3,50,10,000 (Three Crores Fifty
Lakhs Ten Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

B) PAID-UP SHARE CAPITAL:

The paid-up share capital of the Company as on 31^st March, 2025 is Rs. 28,31,29,560 (Rupees
Twenty-Eight Crores thirty One Lakhs Twenty Nine thousand five hundred sixty Only) divided into
2,83,12,956 (Two Crores Eighty Three lakh Twelve Thousand Nine Hundred Fifty Six) equity
shares of Rs. 10/- (Rupees Ten Only) each.

During the Year under review , there is no change in the Authorised Share Capital and Paid up share
capital of the Company.

8. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March
31, 2025 is available on the Company’s website at www.addshop.co

9. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

Securities and Exchange Board of India has issued Interim Order cum Show Cause Notice under
sections 11(1), 11(4), 11(4A), 11B (1) and 11B (2) of the Securities and Exchange Board of India
Act, 1992 read with Rule 4 (1) of the SEBI (Procedure for Holding Inquiry and Imposing Penalties)
Rules,1995, whereby it is alleged that the Company / certain Directors have violated certain
Regulations of SEBI Act, 1992 , SEBI (PFUTP) Regulations, 2003 and SEBI (LODR) Regulations,
2015.

However, the management does not foresee any material impact on the Financial / operation
activities of the Company, as the Interim order cum show cause notice based on misinterpreted
facts and assumptions and shall be contested.

There is no other significant material orders passed by the Regulators or Courts or T ribunal, which
would impact the going concern status of the Company and its future operation.

10. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap
between two meetings not exceeding 120 days to take a view of the Company’s policies and
strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 9(Nine) times viz. 8^th April,2024, 21^st
May,2024, 28^th May,2024, 31^st May,2024, 10^th July,2024, 6^th August,2024, 12^th August, 2024, 25^th
October,2024, 8^th February,2025.

11. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act,

2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2025 the
applicable accounting standards have been followed and there are no material departure from
the same;

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 financial year and of the Profit of the Company
for the financial year ended on 31^st March, 2025.

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 2013 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 to be followed by the Company and
that such internal financial controls are adequate and are operating effectively and

f. 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.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year Company is covered under the criteria of the provision of Section 135 of the
Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules,

2014, and therefore it is mandatory to comply with the same.

The Board of Directors has approved the CSR Policy of the Company as formulated and
recommended by the CSR Committee, which is available on the website of the Company at
www.addshop.co .

The Company has spent the amount on CSR Activities for the financial year 2024-25 as per Schedule
VII of the Companies Act, 2013. The Company has duly spent the amount within time prescribed
under Section 135 of the Companies Act, 2013. (CSR Report separately attached here with as
Annexure - I).

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of
the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part
of this Report, and provides the Company''s current working and future outlook as per Annexure -
II.

14. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY. ASSOCIATE COMPANY AND IOINT
VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

15. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards
issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper
systems to ensure compliance with its provisions and is in compliance with the same.

16. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual
Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the
feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring
corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on November 11, 2024.

The Chairman of the Board had one-on-one meetings with each Independent Director and the
Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non¬
Independent Directors. These meetings were intended to obtain Directors’ inputs on effectiveness
of the Board/ Committee processes.

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

The Nomination and Remuneration Committee reviewed the performance of the individual
directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and
individual directors was discussed.

The evaluation process endorsed the Board Members’ confidence in the ethical standards of the
Company, the resilience of the Board and the Management in navigating the Company during
challenging times, cohesiveness amongst the Board Members, constructive relationship between
the Board and the Management, and the openness of the Management in sharing strategic
information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its
committees and individual directors as per the formal mechanism for such evaluation adopted by
the Board. The performance evaluation of all the Directors was carried out by the Nomination and
Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a
whole was carried out by the Independent Directors. The exercise of performance evaluation was
carried out through a structured evaluation process covering various aspects of the Board
functioning such as composition of the Board & committees, experience & competencies,
performance of specific duties & obligations, contribution at the meetings and otherwise,
independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of
the Directors individually as well as evaluation of the working of the Board by way of individual
feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

17. DETAILS OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL
CONTROL:

The Company has in place adequate internal financial controls with reference to financial statement
across the organization. The same is subject to review periodically by the internal audit cell for its
effectiveness. During the financial year, such controls were tested and no reportable material
weaknesses in the design or operations were observed. The Statutory Auditors of the Company also
test the effectiveness of Internal Financial Controls in accordance with the requisite standards
prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor’s report.

Internal Financial Controls are an integrated part of the risk management process, addressing
financial and financial reporting risks. The internal financial controls have been documented,
digitized and embedded in the business processes. -

Assurance on the effectiveness of internal financial controls is obtained through management
reviews, control self-assessment, continuous monitoring by functional experts. We believe that
these systems provide reasonable assurance that our internal financial controls are designed
effectively and are operating as intended.

During the year, no reportable material weakness was observed.

18. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to
the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud
committed against the Company by its officers or employees, the details of which would need to be
mentioned in the Board''s Report.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT.2013:

During the year under review the Company has not given any loan to any person or other body
corporate, not given any guarantee or provided any security in connection with a loan to any other
body corporate or person and not acquired by way of subscription, purchase or otherwise, the
securities of any other body corporate under section 186 of the Companies Act,2013.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

For all related party transactions prior omnibus approval of the Audit Committee is obtained on a
yearly basis for the transactions which are of foreseen and repetitive nature and such approval is
in interest of the Company. Transactions entered into, pursuant to the omnibus approval so
granted, are audited and a statement giving details of all related party transactions is placed before
the Audit Committee and the Board of Directors for their approval.

T ransaction with related parties were conducted in a transparent manner in the best interest of the
Company and Stakeholders. All the transactions entered into with the related parties during the
year under review were in the ordinary course of business and on an arm’s length basis.

Pursuant to the provisions of Section 134(3)(h) of the Act, the particulars of contracts or
arrangements with related parties referred to in Section 188(1) of the Act and prescribed in Form
AOC-2 of Companies (Accounts) Rules, 2014, is annexed to this Report as “Annexure II”.

21. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK
MANAGEMENT POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk
minimization for Indian operation which is periodically reviewed by the Board of Directors to
ensure smooth operations and effective management control. The Audit Committee also reviews
the adequacy of the risk management frame work of the Company, the key risks associated with
the business and measures and steps in place to minimize the same.

22. MANAGING THE RISKS OF. CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

a) Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for Directors and
employees to report concerns about unethical behavior, actual or suspected fraud or violation of
Company’s Code of Conduct or Ethics Policy.

The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the website at
www.addshop.co.

b) Business Conduct Policy:

The Company has framed “Business Conduct Policy”. Every employee is required to review and sign
the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The
objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner.
The policy provides for anti-bribery and avoidance of other corruption practices by the employees
of the Company.

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

Conservation of Energy: Energy conservation is important for the company and therefore energy
conservation measures are undertaken wherever practicable in its plant and attached facilities. The
Company is making every effort to ensure the optimal use of energy, avoid waste and conserve
energy by using energy efficient equipment''s with latest technologies.

Technology absorption: The Company continuous to use the latest technologies for improving the
productivity and quality of its services and products.

There were no foreign exchange earnings or outgo during the year under review.

Sr. No.	Foreign exchange earnings and outgo	F.Y. 2024-25	F.Y. 2023-24
1.	Foreign exchange earnings	Nil	Nil
2.	CIF value of imports	Nil	Nil
3.	Expenditure in foreign currency	Nil	Nil
4.	Value of Imported and indigenous Raw Materials, Spare-parts and Components Consumption	Nil	Nil

24. RESERVES & SURPLUS:

Sr. No.	Particulars	Amount
1.	Balance at the beginning of the year	8172.07
2.	Current Year’s Profit / (Loss)	331.79
3.	Other Comprehensive Income	-
4.	Amount of Securities Premium and other Reserves	-
5.	Other Adjustment	(49.75)
Total		8454.11

25. PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance with the
provisions of 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 appended as Annexure-
IV to this report.

The information required under Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Having
regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports
and Accounts are being sent to the Members excluding such information. However, the said
information is available for inspection by the Members at the Registered Office of the Company
during business hours on working days of the Company up to the date of ensuing AGM.

26. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has .accepted an unsecured loan from Mr. Dineshkumar

Pandya, Managing Director, who have provided a declaration in writing to that effect that the
amount is not been given out of funds acquired by him by borrowing or accepting loans or deposits
from others.

27. DIRECTORS AND KEY MANAGERIALPERSONNEL:

i) Composition of the Board of Directors of the Company as on 31^st March, 2025 are
summarized below as on below:

Sr. No.	Name	Designation	DIN
1.	Dineshbhai Bhanushankar Pandya	Chairman and Managing Director	06647303
2.	Jayshree Dineshbhai Pandya	Non- Executive Director	06647308
3.	Dhrumil Rameshkumar Gokani1	Non-Executive and Independent Director	10383322
4.	Jaikishan Vasudev Wadhwani1	Non-Executive and Independent Director	10383327
5.	Maharshi Jigar Pandya	Executive Director	09621936
6.	Shraddha Dev Pandya	Executive Director	09621935
7.	Manish Shrichand Bachani	Non-Executive and Independent Director	08013906
8.	Jitendra Pradipbhai Parmar2	Non-Executive and Independent Director	09699769
9.	Haresh Suryakantbhai Pujara3	Non-Executive and Independent Director	10643332
10.	Rajatkumar Dineshbhai Patel3	Non-Executive and Independent Director	09124295
11.	Maulik M Chavda3	Non-Executive and Independent Director	09271845

¹ Appointment of Mr. Haresh Suryakantbhai Pujara, Mr. Rajatkumar Dineshbhai Patel and Mr.
Maulik M Chavda as Non-Executive and Independent Directors w.e.f 28^th May, 2024.

² Resignation of Mr. Jitendra Pradipbhai Parmar, Non-Executive and Independent Director w.e.f
29^th May, 2024.

³ Resignation of Mr. Dhrumil Rameshkumar Gokani and Mr. Jaikishan Vasudev Wadhwani , Non¬
Executive and Independent Directors w.e.f 31^st May, 2024.

ii) Details of Key Managerial personnel as on 31^st March, 2025:

Sr. No.	Name of KMP	Designation
1.	Pradipkumar Harjibhai Lathiya1	Chief Financial officer
2.	Dhaval Sureshkumar Raychura3	Company Secretary
3.	Vinita Thadani2	Company Secretary
4.	Rajen P Vyas4	Chief Financial officer

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

28. DECLARATION BY INDEPENDENT DIRECTORS:

Independent Directors of the Company has confirmed to the Board that they meets the criteria of
Independence as specified under Section 149 (6) of the Companies Act, 2013 and qualifies to be an
Independent Director and confirms that meets the requirement of Independent Director as
mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015. The confirmations were noted by the Board.

29. CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. Report
on Corporate Governance and a Certificate from the Secretarial Auditors, M/s. Jay Pandya &
Associates, Practicing Company Secretaries, regarding compliance of the conditions of Corporate
Governance as stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 has been annexed herewith as Annexure - V to this report.

30. DEPOSITS:

During the year under review, the Company has neither accepted nor renewed any deposits as
defined under Section 73 of the Companies Act, 2013.

31. AUDITOR''S AND THEIR REPORT:

A. Statutory Auditor:

M/s K M Chauhan & Associates, Chartered Accountants, Rajkot, bearing registration number (FRN:
125924W), were appointed Statutory Auditors of the company at the 11^th Annual General Meeting
(AGM) of the Company held on 28^th August,2024 for the Financial Year 2023-2024 to hold office for
4 years i.e. FY 2024-25 to 2027-28, from the conclusion of 11^th Annual General Meeting till of 15^th
Annual General Meeting of the Company to be held in the year 2028.

The Auditors have also furnished a declaration confirming their independence as well as their arm’s
length relationship with your Company as well as declaring that they have not taken up any
prohibited non-audit assignments for your Company. The Audit Committee reviews the
independence of the Auditors and the effectiveness of the Audit Process.

The report of the Statutory Auditor forms part of this Annual Report. The said report does not
contain any qualification, reservation, adverse remark or disclaimer.

B. Secretarial Auditor:

The Board appointed M/s. Jay Pandya & Associates, Company Secretaries, Ahmedabad, to conduct
Secretarial Audit for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year
ended 31^st March, 2025 is annexed herewith marked as Annexure - VI to this Report.

In terms of Regulation 24A read with other applicable provisions of the SEBI Listing Regulations
and applicable provisions of the Companies Act, 2013, the Company is required to appoint
Secretarial Auditors for a period of 5 years commencing FY2025-26, to conduct the secretarial audit
of the Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013
read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations.

The Board considered the recommendation of the Audit Committee with respect to the
appointment of M/s. Jay Pandya & Associates, Company Secretaries, Ahmedabad as the Secretarial

Auditors of the Company. Based on due consideration, the Board recommends for your approval,
the appointment of M/s. Jay Pandya & Associates, Company Secretaries, Ahmedabad as the
Secretarial Auditors of the Company for a period of five years commencing from the conclusion of
the ensuing 12^th Annual General Meeting scheduled to be held on 28^th August,2024, through the
conclusion of 17^th Annual General Meeting of the Company to be held in the year 2030, for
conducting secretarial audit of the Company for the period beginning from FY2025-26 through
FY2029-30.

The above proposal and related information forms part of the Notice of the AGM and is placed for
your approval.

c. Internal Auditor:

The Board of directors has appointed M/s. Princy Mehta & Associates, Chartered Accountants,
Rajkot (FRN: 147285W), as the internal auditor of the Company for the Financial Year 2024- 25.
The Internal Auditor conducts the internal audit of the functions and operations of the Company
and reports to the Audit Committee and Board from time to time.

32. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee, was held on 21^st
May,2024, 31^st May,2024, 6^th August, 2024, 12^th August, 2024, 25^th October, 2024, 8^th
Februrary,2025.

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Jaikishan Vasdev Wadhwani	Chairman	1	1
Jitendra Pradipbhai Parmar	Member	1	1
Dineshbhai Bhanushankar Pandya	Member	1	1

Mr. Jaikishan Vasdev Wadhwani, Mr.Jitendra Pradipbhai Parmar and Mr. Dineshbhai Bhanushankar
Pandya ceased to be Member of Audit Committee w.e.f 28^th May,2024.

Audit Committee was reconstituted on 28^th May, 2024 as under:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Haresh Suryakantbhai Pujara	Chairman	5	5
Rajatkumar Dineshbhai Patel	Member	5	5
Maulik M Chavda	Member	5	5

Mr. Haresh Suryakantbhai Pujara, Mr. Rajatkumar Dineshbhai Patel and Mr. Maulik M Chavda
Appointed as Member of Audit Committee w.e.f 28^th May,2024.

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of members of the Nomination and Remuneration
Committee was held on 8^th April,2024, 28^th May, .2024,10^th July,2024, 6^th August ,2024.

The attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Dhrumil Rameshkumar Gokani	Chairperso n	2	2
Jaikishan Vasdev Wadhwani	Member	2	2
Manish Shrichand Bachani	Member	2	2

Mr. Dhrumil Rameshkumar Gokani, Mr. Jaikishan Vasdev Wadhwani and Mr. Manish Shrichand
Bachani ceased to be Member of Nomination and Remuneration Committee w.e.f 28^th May,2024.

Nomination and Remuneration Committee was reconstituted on 28^th May, 2024 as under:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Haresh Suryakantbhai Pujara	Chairman	2	2
Rajatkumar Dineshbhai Patel	Member	2	2
Maulik M Chavda	Member	2	2

Mr. Haresh Suryakantbhai Pujara, Mr. Rajatkumar Dineshbhai Patel and Mr. Maulik M Chavda
Appointed as Member of Nomination and Remuneration Committee w.e.f 28^th May,2024.

C. Composition of Stakeholders'' Relationship Committee:

During the year under review, meetings of members of the Stakeholders’ Relationship committee,
was held on 6^th August,2024 and 25^th October,2024.

The attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Dineshbhai Bhanushankar Pandya	Member	0	0
[aikishan Vasdev Wadhwani	Chairman	0	0
Dhrumil Rameshkumar Gokani	Member	0	0

Mr. Dineshbhai Bhanushankar Pandya, Mr. Jaikishan Vasdev Wadhwani and Mr. Dhrumil
Rameshkumar Gokani ceased to be Member of Stakeholders’ Relationship committee w.e.f 28^th
May,2024.

Stakeholders’ Relationship was reconstituted on 28^th May, 2024.

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Haresh Suryakantbhai Pujara	Chairman	2	2
Rajatkumar Dineshbhai Patel	Member	2	2
Maulik M Chavda	Member	2 38	2-

Mr. Haresh Suryakantbhai Pujara, Mr. Rajatkumar Dineshbhai Patel and Mr. Maulik M Chavda
Appointed as Member of Stakeholders Relationship Committee w.e.f 28^th May,2024.

Composition of Corporate Social Responsibility Committee and meeting thereto are covered
in Annexure I of this Board''s Report.

33. INDEPENDENT DIRECTOR:

Separate meetings of the Independent Directors of the Company were held on 28^th May,2024 to
discuss the agenda items as prescribed under applicable laws. All Independent Directors have
attended the said meeting. In the opinion of the Board, all the Independent Directors fulfil the
conditions of Independence as defined under the Companies Act, 2013 and SEBI (LODR), 2015 and
are independent of the management of the Company.

34. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The
Company has established connectivity with both the Depositories i.e., National Securities
Depository Limited and Central Depository Services (India) Limited and the Demat activation
number allotted to the Company is ISIN: INE01B501018. Presently shares are held in electronic
and physical mode.

35. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management
continued to remain cordial during the year under review.

36. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the Company
and accordingly such accounts and records are not required to be maintained.

37. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

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

In a separate meeting of Independent Directors i.e. held on 28^th May,2024 the performances of
Executive and Non-Executive Directors were evaluated in terms of their contribution towards the
growth and development of the Company. The achievements of the targeted goals and the
achievements of the Expansion plans were too observed and evaluated, the outcome of which was
satisfactory for all the Directors of the Company.

38. EXPLANATIONS/COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION
OR ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditors'' Report:

The observations of the Statutory Auditors, when read together with the relevant notes to the
accounts and accounting policies are self-explanatory and do not call for any further comment.

ii. Secretarial Auditor''s Report:

Secretarial Auditor''s Report provide for following observations:

1. During the year under review, The Securities and Exchange Board of India (SEBI) vide its
Investigation Authority, had issued various summons for Personal Appearance before the
authority for investigation under section 11(1), 11(4), 11(4A), 11B (1) and 11B (2) of the SEBI

Act, 1992. The Investigating authority, had summoned the Directors of the Company for co¬
operation to the Investigation.

Reply:

The management has provided a representation that the Director or Signatories of the
Company have been fully co-operating with the Investigating Authorities. The said
investigation is still undergoing till the end of the year under review.

39. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of
achievements on a periodical basis. The remuneration policy is in consonance with the existing
industry practice and is designed to create a high-performance culture. It enables the Company to
attract, retain and motivate employees to achieve results. The Company has made adequate
disclosures to the members on the remuneration paid to Directors from time to time. The
Company''s Policy on director''s appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under
Section 178 (3) of the Act is available on the website of the Company at www.addshop.co

40. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACEfPREVENTION.
PROHIBITION & REDRESSAL) ACT, 2013:

The Company has always been committed to provide a safe and conducive work environment to its
employees. Your Directors further state that during the year under review there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the
Company. The policy formulated by the Company for prevention of sexual harassment is available
on the website of the Company at www.addshop.co.

The details of complaints received under the POSH Act and the rules framed thereunder during the
year:

a. number of complaints received during the financial year - NIL

b. number of complaints disposed of during the financial year - NIL

c. number of complaints pending beyond 90 days- NIL

41. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all
applicable amendments and rules framed thereunder. The Company is committed to ensuring a
safe, inclusive, and supportive workplace for women employees. All eligible women employees are
provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including

paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The
Company also ensures that no discrimination is made in recruitment or service conditions on the
grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit
and letter of the legislation.

42. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

There have been no material changes and commitments affecting the financial position of the
Company between the end of the financial year and the date of this Directors’ Report.

43. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE:

During the year under review, there were no application made or any proceeding pending in the
name of the company under the Insolvency and Bankruptcy Code, 2016.

44. THE DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT OF ONE TIME
SETTLEMENT AND THE VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL
INSTITUTIONS:

During the year under review, there has been no instance of one time settlement of Loans with any
Banks or Financial Institutions.

45. ACKNOWLEDGEMENTS:

Your directors would like to express their sincere appreciation for the co-operation and assistance
received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions,
Suppliers, Customers and other business associates who have extended their valuable sustained
support and encouragement during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and
appreciation for the commitment displayed by all executives, officers and staff at all levels of the
Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

Office No 38, Third Floor , The Emporia Add-Shop E-Retail Limited

Building Near A G Chowk , Kalawad
Road-360001 , Rajkot, Gujarat, India

_Place: Rajkot ^{Sd/- Sd/-}

Dineshkumar B Pandya Jayshree D Pandya

^: / / Managing Director Director

DIN: 06647303 DIN: 06647308

1

. Resignation of Mr. Pradipkumar Harjibhai Lathiya as Chief Financial Officer (CFO) w.e.f 10^th
July,2024.

2

. Appointment of Ms. Vinita Thadani as Company Secretary w.e.f 8^th April, 2024.

3

Resignation of Mr. Dhaval Sureshkumar Raychura as Company Secretary w.e.f 8^th April,2024.

4

Appointment of Mr. Rajen P Vyas as Chief Financial officer w.e.f 10^th July,2024.

---

Mar 31, 2024

Your Directors present the 11^th Board''s Report on the Business and Operations of the Company together with the Audited Financial Statement and the Auditor''s Report for the Financial Year ended on 31^st March, 2024.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2024 is summarized as below:

(Rs. in Lakhs)

Particulars	2023-24	2022-23
Revenue from Operations	20,306.29	19,988.41
Other Income	-	-
Total Revenue	20,306.29	19,988.41
Total Expenses	-19.649.59	-17,185.77
Profit / Loss before Depreciation, Exceptional and Extra Ordinary Items and Tax Expenses	656.7	2802.64
Less: Depreciation / Amortization / Impairment	50.44	54.21
Profit / Loss before Exceptional and Extra Ordinary Items and Tax Expenses	606.26	2748.43
Add / Less: Exceptional and Extra Ordinary Items	-	-
Profit / Loss before Tax Expenses	606.26	2748.43
Less: Tax Expense	-	-
Current Tax	99.27	680.37
Short/Excess provision for previous year	185.90	145.03
Deferred Tax	-5.38	6.79
Profit / Loss for the Period	315.71	1,916.24
Earnings per share (Face value Rs.10/-) Basic & Diluted (In Rupees)	1.12	6.77

2. OPERATIONS:

Total revenue for Financial Year 2023-24 is Rs. 20,306.29 lakhs compared to the revenue of Rs. 19,988.41 lakhs of previous Financial Year. The Company has incurred Profit before tax for the Financial Year 202324 of Rs. 606.26 Lakhs as compared to profit of Rs. 2748.43 Lakhs of previous Financial Year. Net Profit after Tax for the Financial Year 2023-24 is Rs. 315.71 Lakhs as against Net profit after tax of Rs. 1,916.24 Lakhs of previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS. IF ANY:

There is no change in the nature of business during the year under review.

4. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your directors do not recommend any dividend for the Financial Year 2023-24 (Previous year - Nil).

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

6. TRANSFER TO RESERVES:

The Profit of the Company for the Financial Year ending on 31^st March, 2024 is transferred to profit and loss account of the Company under Reserves and Surplus.

7. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company''s website at www.addshop.co

8. MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Directors'' Report.

9. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

Securities and Exchange Board of India has issued Interim Order cum Show Cause Notice under sections 11(1), 11(4), 11(4A), 11B (1) and 11B (2) of the Securities and Exchange Board of India Act, 1992 read with Rule 4 (1) of the SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules,1995. whereby it is alleged that the Company / certain Directors have violated certain Regulations of SEBI Act, 1992 , SEBI (PFUTP) Regulations, 2003 and SEBI (LODR) Regulations, 2015.

However, the management does not foresee any material impact on the Financial / operation activities of the Company, as the Interim order cum show cause notice based on misinterpreted facts and assumptions and shall be contested.

There are no significant other material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

10. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company''s policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 13(Thirteen) times viz. 29^th May, 2023, 6^thJuly, 2023, 18^th July, 2023, 8^th August, 2023, 19^th August, 2023, 25^th August, 2023, 1^st September, 2023, 5^th September, 2023, 6^th November, 2023, 9^th November, 2023, 30^th December, 2023, 13^th February, 2024, 28^th February, 2024.

11. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2024 the applicable

accounting standards have been followed and there are no material departure from the same;

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 financial year and of the Profit of the Company for the financial year 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 Companies Act, 2013 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 to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

f. 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.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year Company is covered under the criteria of the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is mandatory to comply with the same.

The Company has spent the amount on CSR Activities for the financial year 2023-2024 as per Schedule VII of the Companies Act, 2013. The Company has duly spent the amount within time prescribed under Section 135 of the Companies Act, 2013. (CSR Report separately attached here with as Annexure - 1).

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company''s current working and future outlook as per Annexure - II.

14. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY. ASSOCIATE COMPANY AND IOINT VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

15. VIGIL MECHANISM:

During the year under review, the Company did not accept any deposits from the public and not borrowed money from the Banks and Public Financial Institutions. Accordingly, provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 does not apply to the Company.

16. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

17. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual

Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors'' inputs on effectiveness of the Board/ Committee processes.

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

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members'' confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The. Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

18. DETAILS OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor''s report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

19. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

20. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT.2013:

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

For all related party transactions prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of foreseen and repetitive nature and such approval is in interest of the Company. Transactions entered into, pursuant to the omnibus approval so granted, are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval.

All Related Party Transactions that were entered during the financial year ended on 31^st March, 2024 were on an arm''s length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders'' approval.

The Company has entered into related party transactions which fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 are given in Annexure - Illof this Director''s Report.

22. MANAGING THE RISKS OF. CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

a) Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct or Ethics Policy.

b) Business Conduct Policy:

The Company has framed “Business Conduct Policy”. Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

23. RESERVES & SURPLUS:

(Amount in Lakhs)

Sr. No.	Particulars	Amount
1.	Balance at the beginning of the year	7856.36
2.	Current Year''s Profit / (Loss)	315.71
3.	Other Comprehensive Income
4.	Amount of Securities Premium and other Reserves	-
Total		8172.07

24. FOREIGN EXCHANGE EARNINGS AND OUTGO:

	Foreign exchange earnings and outgo	F.Y. 2023-24	F.Y. 2022-23
a.	Foreign exchange earnings	Nil	Nil
b.	CIF value of imports	Nil	Nil
c.	Expenditure in foreign currency	Nil	Nil

25. PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance with the provisions of 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 appended as Annexure-IV to this report.

The information required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. However, the said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing AGM.

26. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

27. DIRECTORS AND KEY MANAGERIALPERSONNEL:

i) Composition of the Board of Directors of the Company as on 31^st March, 2024 are summarized below as on below:

Sr. No.	Name	Designation	DIN
1.	Dineshbhai Bhanushankar Pandya	Chairman and Managing Director	06647303
2.	Jayshree Dineshbhai Pandya	Non- Executive Director	06647308
3.	Deviben Dineshbhai Pandya 1	Executive Director	07905047
4.	Devang Dineshbhai Pandya1	Chief Financial officer & Executive Director	07905073
5.	Jigar Dineshkumar Pandya 1	Executive Director	07905076
6.	Rajeshkumar Rasiklal Parekh2	Non-Executive and Independent Director	08139094
7.	Vivek Gopalbhai Dadhania5	Non-Executive and Independent Director	08165978
8.	Rushabh Vora 1	Non-Executive and Independent Director	08165987
9.	Yagnik Dilipbhai Mundadiya 1	Non-Executive and Independent Director	08165999
10.	Kinjal Jasmatbhai Khunt5	Non-Executive and Independent Director	08166013
11.	Dhrumil Rameshkumar Gokani1	Non-Executive and Independent Director	10383322
12.	Jaikishan Vasudev Wadhwani1	Non-Executive and Independent Director	10383327
13.	Maharshi Jigar Pandya1	Executive Director	09621936
14.	Shraddha Dev Pandya1	Executive Director	09621935
15.	Manish Shrichand Bachani2	Non-Executive and Independent Director	08013906
16.	Jitendra Pradipbhai Parmar2	Non-Executive and Independent Director	09699769

¹ Resignation of Mr Devang Dineshbhai Pandya from the post of Chief Financial officer & Executive Director, Ms Deviben Dineshbhai Pandya, and Mr. Jigar Dineshkumar Pandya , Executive Directors and Mr. Rushabh Vora and Mr Yagnik Dilipbhai Mundadiya , Non-Executive, Independent Directors w.e.f 19^th August, 2023.

² Resignation of Mr. Rajeshkumar Rasiklal Parekh Non-Executive and Independent Director w.e.f 6^th November, 2023.

Directors w.e.f 6^th November, 2023.

⁴ Appointment of Mr. Manish Shrichand Bachani and Mr. Jitendra Pradipbhai Parmar, Non-Executive, Independent Directors w.e.f 28^th February, 2024

⁵ Resignation of Mr. Vivek Gopalbhai Dadhania and Ms. Kinjal Jasmatbhai Khunt , Non-Executive and Independent Directors w.e.f 28^th February, 2024.

ii) Composition of the Board of Directors of the Company from the end of Financial Year 202324 and till the date of Board''s Report.

Sr. No.	Name	Designation	DIN
1.	Dineshbhai Bhanushankar Pandya	Chairman and Managing Director	06647303
2.	Jayshree Dineshbhai Pandya	Non- Executive Director	06647308
3.	Dhrumil Rameshkumar Gokani3	Non-Executive and Independent Director	10383322
4.	Jaikishan Vasudev Wadhwani3	Non-Executive and Independent Director	10383327
5.	Maharshi Jigar Pandya	Executive Director	09621936
6.	Shraddha Dev Pandya	Executive Director	09621935
7.	Manish Shrichand Bachani	Non-Executive and Independent Director	08013906
8.	Jitendra Pradipbhai Parmar2	Non-Executive and Independent Director	09699769
9.	Haresh Suryakantbhai Pujara1	Non-Executive and Independent Director	10643332
10.	Rajatkumar Dineshbhai Patel1	Non-Executive and Independent Director	09124295
11.	Maulik M Chavda1	Non-Executive and Independent Director	09271845

¹ Appointment of Mr. Haresh Suryakantbhai Pujara, Mr. Rajatkumar Dineshbhai Patel and Mr. Maulik M Chavda as Non-Executive and Independent Directors w.e.f 28^th May, 2024.

² Resignation of Mr. Jitendra Pradipbhai Parmar, Non-Executive and Independent Director w.e.f 29^th May, 2024.

³ Resignation of Mr. Dhrumil Rameshkumar Gokani and Mr. Jaikishan Vasudev Wadhwani , NonExecutive and Independent Directors w.e.f 31^st May, 2024.

iii) Details of Key Managerial personnel during the year under review till the date of director''s report:

Sr. No.	Name of KMP	Designation
1.	Pradipkumar Harjibhai Lathiya2	Chief Financial officer
2.	Nirajkumar K. Malaviya1	Company Secretary
3.	Dhaval Sureshkumar Raychura3	Company Secretary
4.	Vinita Thadani4	Company Secretary
5.	Rajen P Vyas5	Chief Financial officer

Resignation of Mr. Nirajkumar K. Malaviya as Company Secretary w.e.f 18^th July,2023.

² Appointment of Mr. Pradipkumar Harjibhai Lathiya as Chief Financial Officer (CFO) w.e.f 21^st August,2023 and Resignation after closure of Financial year w.e.f 10^th July,2024.

³ Appointment of Mr. Dhaval Sureshkumar Raychura as Company Secretary w.e.f 1^st September,2023 and Resignation after closure of Financial year w.e.f 8^th April,2024.

⁴ Appointment of Ms. Vinita Thadani as Company Secretary w.e.f 8^th April, 2024.

⁵ Appointment of Mr.Rajen P Vyas as Chief Financial officer w.e.f 10^th July,2024.

As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

28. DECLARATION BY INDEPENDENT DIRECTORS:

Independent Directors of the Company has confirmed to the Board that they meets the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and qualifies to be an Independent Director and confirms that meets the requirement of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

29. CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. Report on Corporate Governance and a Certificate from the secretarial Auditors M/s. Jay Pandya & Associates, Practicing Company Secretaries, regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been annexed herewith as Annexure - V to this report

30. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

31. AUDITOR:

A. Statutory Auditor:

M/s K M Chauhan & Associates, Chartered Accountants, Rajkot, bearing registration number (FRN: 125924W), were appointed Statutory Auditors of the company for the Financial Year 2023-2024 to fill the casual vacancy caused by the resignation of M/s. H T A & Associates., Chartered Accountants (FRN:120457W), Ahmedabad.

Company has received a written confirmation from M/s K M Chauhan & Associates., Chartered Accountants, Rajkot, to the effect that their appointment, if made, would satisfy the criteria provided in Section 141 of the Companies Act, 2013 and the Rules framed there under for re-appointment as Auditors of your Company and hereby recommended to the members for appointment for further period of 4 years.

The Auditors have also furnished a declaration confirming their independence as well as their arm''s length relationship with your Company as well as declaring that they have not taken up any prohibited non-audit assignments for your Company. The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit Process.

B. Secretarial Auditor:

The Board appointed M/s. Jay Pandya & Associates, Company Secretaries, Ahmedabad, to conduct Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended 31^st March, 2023 is annexed herewith marked as Annexure - VI to this Report.

32. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was held on 29^th May,2023, 31^st July, 2023, 8^th August, 2023, 19^th August, 2023, 6^th November, 2023, 9^th November, 2023,13t^h February, 2024.

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Rajeshkumar Rasiklal Parek3	Chairman	4	4
Dadhania Vivek Gopalbhai5	Member	7	7
Rushabh Vora1	Member	3	3
Kinjal Jasmatbhai Khunt2	Member	4	4
Jaikishan Vasdev Wadhwani4	Chairman	2	2
Jitendra Pradipbhai Parmar	Member	0	0
Dineshbhai Bhanushankar Pandya	Member	2	2

¹ Mr. Rushabh Vora, Non-Executive, Independent has resigned on 16th August, 2023.

² Mr. Kinjal Jasmatbhai Khunt has inducted in the Committee as member w.e.f 16^th August, 2023

³ Mr. Rajeshkumar Rasiklal Parek resigned as Independent Director and ceased to be on 6^th November,2023.

4 Mr. Jaikishan Vasdev Wadhwani inducted in the Committee as Chairman w.e.f 6th November,2023

5 Resignation of Mr. Vivek Gopalbhai Dadhania resigned as Independent Director and ceased to be on 28^th February,2024.

Composition of Audit Committee as on Date of Report:

Audit Committee was reconstituted on 28^th May, 2024.Hence, Committee Composition as on date of report is stated as below:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Haresh Suryakantbhai Pujara	Chairman	0	0
Rajatkumar Dineshbhai Patel	Member	0	0
Maulik M Chavda	Member	0	0

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of members of the Nomination and Remuneration Committee as tabulated below, was held on 29^th May,2023, 31^st July, 2023, 8^th August, 2023, 19^th August, 2023,1^st September, 2023, 6^th November, 2023, 13^th February, 2024, 28^th February, 2024.

The attendance records of the members of the Committee are as follows:

Name	Status	No. of the	No. of the Committee
		Committee Meetings	Meetings attended
		entitled

Yagnik Dilipbhai Mundadiya	Chairman	7	7
Kinjal Jasmatbhai Khunt	Member	7	7
Rajeshkumar Rasiklal Parekh	Member	5	5
Dadhania Vivek Gopalbhai	Member	7	7
Dhrumil Rameshkumar Gokani	Chairperso n	2	2
Jaikishan Vasdev Wadhwani	Member	2	2
Manish Shrichand Bachani	Member	1	1

Composition of Nomination and Remuneration Committee as on Date of Report:

Nomination and Remuneration Committee was reconstituted on 28^th May, 2024.Hence, Committee Composition as on date of report is stated as below:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Haresh Suryakantbhai Pujara	Chairman	0	0
Rajatkumar Dineshbhai Patel	Member	0	0
Maulik M Chavda	Member	0	0

C. Composition of Stakeholders'' Relationship Committee:

During the year under review, meetings of members of the Stakeholders'' Relationship committee as tabulated below, was held on 8^th April, 2023,6^th July, 2023, 31^st July, 2023, 19^th August, 2023,11^th October,2023, 6^th November, 2023,23^rd February, 2024.

The attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Rushabh Vora	Chairman	3	3
Rajeshkumar Rasiklal Parekh	Member	4	4
Jigar Dineshkumar Pandya	Member	3	3
Kinjal Jasmatbhai Khunt	Chairperso n	3	3
Dineshbhai Bhanushankar Pandya	Member	3	3
Jaikishan Vasdev Wadhwani	Chairman	2	2
Dhrumil Rameshkumar Gokani	Member	2	2

Mr. Rushabh Vora resigned from the board w.e.f. 19-08-2023 and Ms. Kinjal Jasmatbhai Khunt appointed in audit commitee as member w.e.f. 19-08-2023

Composition of Stakeholders'' Relationship Committee as on Date of Report:

Stakeholders'' Relationship was reconstituted on 28^th May, 2024.Hence, Committee Composition as on date of report is stated as below:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Haresh Suryakantbhai Pujara	Chairman	0	0
Rajatkumar Dineshbhai Patel	Member	0	0
Maulik M Chavda	Member	0	0

Composition of Corporate Social Responsibility Committee and meeting thereto are covered in Annxure_of this Board''s Report.

33. INDEPENDENT DIRECTOR:

Separate meetings of the Independent Directors of the Company were held on 31^st March, 2024 to discuss the agenda items as prescribed under applicable laws. All Independent Directors have attended the said meeting. In the opinion of the Board, all the Independent Directors fulfil the conditions of Independence as defined under the Companies Act, 2013 and SEBI (LODR), 2015 and are independent of the management of the Company.

34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT.2013:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

35. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e., National Securities Depository Limited and Central Depository Services (India) Limited and the Demat activation number allotted to the Company is ISIN: INE01B501018. Presently shares are held in electronic and physical mode.

36. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

37. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.

38. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE:

During the year under review, there were no application made or any proceeding pending in the name of the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

39. EXPLANATIONS/COMMENTS BY THE BOARD ON EVERY QUALIFICATION. RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditors'' Report:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

ii. Secretarial Auditor''s Report:

Secretarial Auditor''s Report provide for following observations:

1. During the year under review, The Securities and Exchange Board of India (SEBI) vide its Investigation Authority, had issued various summons for Personal Appearance before the authority for investigation under section 11(1), 11(4), 11(4A), 11B (1) and 11B (2) of the SEBI Act, 1992. The Investigating authority, had summoned the Directors of the Company for co-operation to the Investigation.

Reply:

The management has provided a representation that the Director or Signatories of the Company have been fully co-operating with the Investigating Authorities. The said investigation is still undergoing till the end of the year under review.

2. The status of the company on the BSE portal states as ''SDD Non-Compliant''.

Reply:

The management has provided a representation along with relevant proofs that the company have been fully compliant with the SDD Compliances and that the company is in Correspondences with the Stock Exchange to rectify the SDD-status as shown on the portal currently.

40. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Company''s Policy on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the Company at [email protected]

41. THE DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT OF ONE TIME SETTLEMENT AND THE VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

42. ACKNOWLEDGEMENTS:

Your directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

B-304, Imperial Height, 150ft Ring Add-Shop E-Retail Limited

Road, Rajkot-360005, Gujarat, India.

Place: Rajkot

^Date: 06/08/2024 Dineshbhai B Pandya Jayshree D Pandya

Managing Director Director

DIN:06647303 DIN:06647308

1

Appointment of Mr. Dhrumil Rameshkumar Gokani and Mr. Jaikishan Vasudev Wadhwani,

2

Independent Directors and Ms. Shraddha Dev Pandya and Ms. Maharshi Jigar Pandya , Executive