Directors Report of Samor Reality Ltd.

Mar 31, 2025

The Board of Directors hereby submits the report of the business and operations of your Company ("the
Company"), along with the Standalone Audited Financial Statements for the Financial Year ended on 31^st March,
2025.

FINANCIAL RESULTS:

The Company''s financial performance for the year ended on 31^stMarch, 2025 is summarized below:

PARTICULARS	Standalone
	31.03.2025	31.03.2024
XVII.Net Sales/Income from Operations	0	6.23
XVIII. Other Income	0	12.09
XIX. Total Revenue (I II)	0	18.32
XX. Earnings Before Interest, Taxes, Depreciation and Amortization Expense	377.73	79.98
XXI. Finance Cost	448.83	129.38
XXII. Depreciation and Amortization Expense	2.62	2.10
XXIII. Profit Before Tax (IV-V-VI)	(73.72)	(51.50)
XXIV. Tax Expense:
Less: Current Tax Expense	31.81	12.94
Less: Deferred Tax	(42.82)	(34.70)
Short Provision for tax	-	-
Profit After Tax (VII-VIII)	(62.71) (29.74)

DIVIDEND:

For the Financial Year 2024-25, based on the Compan/ s performance, the Board of Directors have not
recommended any dividend.

TRANSFER TO RESERVES:

During the year, the Company has not transferred any amount to Reserve and Surplus.

BUSINESS DESCRIPTION:

We are an integrated construction and real estate development company, focused primarily on construction and
development of residential and commercial projects, in and around Ahmedabad, Gujarat. We believe that we have
established a successful track record in the real estate industry in Ahmedabad, Gujarat by developing versatile
projects through our focus on innovative architecture, strong project execution and quality construction.

CHANGE IN NATURE OF BUSINESS:

During the year, your Company has not changed its business or object and continues to be in the same line of
business as per main object of the Company.

THE REGISTERED OFFICE:

The registered office of the company is situated at 4th Floor, 401, Venus Atlantis, near Shell Petrol Pump,
Prahaladnagar Road, Anand Nagar, Satellite, Ahmedabad-380015, Gujarat, India.

SHARE CAPITAL:

During the year under review, the authorized and paid-up share capital of the Company are as follows:

> AUTHORIZED CAPITAL:

The Authorised Capital of the Company is ? 25,00,00,000/- divided into 2,50,00,000 Equity Shares of ? 10/-
(Rupees Ten Only) each.

> ISSUED, SUBSCRIBED & PAID-UP CAPITAL:

As on 31^st March, 2025, the issued, subscribed and paid-up capital of the Company is ? 22,60,00,000/- divided
into 2,26,00,000 Equity Shares of ? 10/- (Rupees Ten Only) each.

During the Financial year, the Company has allotted 11,00,000 equity shares pursuant to conversion of warrants
into equity shares of ? 10/- each to Promoter (Mr. Birjukumar Ajitbhai Shah & Equity Shares 10,70,000) and non¬
promoter (Mr. Akshay Sevantilal Mehta & Equity Shares 30,000) on 4^th March, 2025 at price of Rs. 36/- per share
(including premium of Rs. 26/-). The Company has received trading approval from BSE Ltd w.e.f. 11^th April,
2025.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

As on the date of this report, the Board comprises of following Directors;

Name of Director	Designation	Date of Original Appointment	Date of Resignation	No. of Shares held as on 31stMarch, 2025
Mr. Birjukumar Ajitbhai Shah	Managing Director & Chief Financial Officer	01/12/2020		81,88,774 Equity Shares
Mr. Jagrutiben Birjubhai Shah	Whole Time Director	01/12/2020	--	51,01,159 Equity Shares 26,73,148 Equity Shares
Mr. Akshay Sevantilal Mehta	Non-Executive Director	01/12/2020	--
Mr. Babubhai Khodidas Solanki	Non-Executive Independent Director	30/12/2020		Nil
Mr. Tarak Suhag Maniar	Non-Executive Independent Director	24/02/2025	--	Nil
Ms. Ripal Rupesh Shah	Non-Executive Independent Director	30/12/2020	24/02/2025	Nil
Mr. Ganesh Bhavarlal Prajapati	Non-Executive Independent Director	05/06/2023	--	Nil
Ms. Pooja Aidasani	Company Secretary	01/06/2021	--	Nil

During the financial year, Ms. Ripal Rupesh Shah has resigned from the post of Independent Director w.e.f. 24^th
February, 2025 and Mr. Tarak Suhag Maniar has been appointed as an Additional Independent Director w.e.f. 24^th
February, 2025. As per the statutory requirement, the appointment of Mr. Tarak Suhag Maniar has been approved
by shareholders through Postal ballot dated 30^th March, 2025.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the
Company, Mr. Akshay Sevantilal Mehta (DIN: 02986761) will retire by rotation at the ensuing Annual General
Meeting of the Company and being eligible, offers himself for re-appointment.

None of the Directors of the Company are disqualified under the provisions of Section 164(2) of the Companies Act,
2013.

DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation
under Section 164(2) i.e. in Form DIR 8, List of relatives and declaration as to compliance with the Code of Conduct
of the Company.

BOARD MEETING:

Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are convened, as and
when require, to discuss and decide on various business policies, strategies and other businesses. The Board
meetings are generally held at the registered office of the Company.

During the year under review, Board of Directors of the Company met 7 times. Details of Meeting and their
attendance as below:

Date of Board Meeting	Name of Director
	Mr. Birjukumar Ajitbhai Shah	Mr. Jagrutiben Birjubhai Shah	Mr. Akshay Sevantilal Mehta	Mr. Babubhai Khodidas Solanki	Mr. Tarak Suhag Maniar	Ms. Ripal Rupesh Shah	Mr. Ganesh Bhavarlal Prajapati
27/05/2024	Yes	Yes	Yes	Yes	NA	Yes	Yes
14/08/2024	Yes	Yes	Yes	Yes	NA	Yes	Yes
04/09/2024	Yes	Yes	Yes	Yes	NA	Yes	Yes
14/11/2024	Yes	Yes	Yes	Yes	NA	Yes	Yes
07/02/2025	Yes	Yes	Yes	Yes	NA	Yes	Yes
24/02/2025	Yes	Yes	Yes	Yes	Yes	NA	Yes
04/03/2025	Yes	Yes	Yes	Yes	Yes	NA	Yes

The meetings of the Board of the Companies within the intervals provided in section 173 of the Companies Act,
2013 (120 days) were compiled between two Board Meetings.

INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the
Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. A separate
meeting of Independent Directors was held to review the performance of Non-Independent Directors and Board as
whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness
of flow of information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are
incorporated on the website of the Company viz. www.samor. in

DETAILS OF KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Companies Act, 2013, Mr. Birjukumar Ajitbhai Shah is Managing Director & Chief
Financial Officer and Mr. Jagrutiben Birjubhai Shah, Whole-time Director and Ms. Pooja Aidasani is a Company
Secretary & Compliance Officer are Key Managerial Personnel of the Company.

UTILIZATION OF FUND RAISED FROM ALLOTMENT OF EQUITY SHARES PERSUANT TO
CONVERSION OF WARRANTS INTO EQUITY SHARES:

During the period under review, the Company has allotted 11,00,000 equity shares pursuant to conversion of
warrants into equity shares of ? 10/- each to Promoter (Mr. Birjukumar Ajitbhai Shah & Equity Shares 10,70,000)
and non-promoter (Mr. Akshay Sevantilal Mehta & Equity Shares 30,000) on receipt of balance 75% consideration
on 4^th March, 2025 at price of Rs. 36/- per share (including premium of Rs. 26/-). The money as raised have been
applied for the purposes for which those are raised till March 31, 2025 as follows:

(? in Lakhs)

S. No.	Object of the Issue	Amount allotted forthe object	Amount utilized till March 31, 2025	Amount unutilizedtill March 31, 2025
1	to accomplish the Company''s strategic vision to expand its existing activities more vigorously and	297.00	297.00	-

	increase its competitiveness in the market and to augment funds for the general corporate purpose
Total		297.00	297.00	-

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance board committees and
individual directors pursuant to the provisions of the Act. The performance of the board was evaluated by the board
after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure
effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members
on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc. In
addition, the performance of chairman was also evaluated on the key aspects of his role.

The Board has reviewed the performance of the individual Directors on the basis of the criteria such as the
contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be
discussed meaningful and constructive contribution and inputs in meetings etc.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013; the Board of Directors to the best of their knowledge and
ability confirm that:

a) In preparation of Annual Accounts for the year ended 31^st March, 2025; the applicable accounting standards
have been followed and that no material departures have been made from the same;

b) The Directors have selected such accounting policies and applied them consistently and have made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the Financial Year and of the profit or loss of the Company for that year;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) The Directors have prepared the Annual Accounts for the year ended 31^st March, 2025 on going concern basis;

e) The Directors have laid down the internal financial controls to be followed by the Company and that such
Internal Financial Controls are adequate and were operating effectively; and

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

COMMITTEE OF BOARD:

The Board of Directors in line with the requirement of the Companies Act, 2013 has formed various committees,
details of which are given hereunder:

A. AUDIT COMMITTEE:

NAME	Category	DESIGNATION	Attendance at the Audit Committee Meetings held on
			27/05/2024	14/08/2024	04/09/2024	14/11/2024	07/02/2025
Mr. Ganesh Bhavarlal Prajapati	Non¬ Executive Independent Director	Chairman	Yes	Yes	Yes	Yes	Yes
Mr. Babubhai Khodidas Solanki	Non¬ Executive Independent Director	Member	Yes	Yes	Yes	Yes	Yes
Ms. Ripal Rupesh Shah	Non¬ Executive Independent Director	Member (Resigned w.e.f. 24/02/2025)	Yes	Yes	Yes	Yes	Yes

Mr. Tarak	Non-	Member	NA	NA	NA	NA	NA
Suhag	Executive	(Appointed
Maniar	Independent	w.e.f.
	Director	24/02/2025)

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy
enables the employees to report to the management instances of unethical behavior actual or suspected fraud or
violation of Company''s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or
grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such
mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The
functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers
has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available
on the website of the Company.

B. STAKEHOLDER''S RELATIONSHIP COMMITTEE:

NAME	Category	DESIGNATION	Attendance at the Stakeholder''s Relationship Committee Meetings held on 24/02/2025
Mr. Ganesh Bhavarlal Prajapati	Non-Executive Independent Director	Chairman	Yes
Mr. Babubhai Khodidas Solanki	Non-Executive Independent Director	Member	Yes
Ms. Jagrutiben Birjubhai Shah	Whole time Director	Member	Yes

C. NOMINATION AND REMUNERATION COMMITTEE:

NAME	Category	DESIGNATION	Attendance at the Nomination and Remuneration Committee Meetings held on 24/02/2025
Ms. Ripal Rupesh Shah	Non-Executive Independent Director	Chairman (Resigned w.e.f. 24/02/2025	NA
Mr. Tarak Suhag Maniar	Non-Executive Independent Director	Chairman (appointed w.e.f. 24/02/2025	NA
Mr. Babubhai Khodidas Solanki	Non-Executive Independent Director	Member	Yes
Mr. Ganesh Bhavarlal Prajapati	Non-Executive Independent Director	Member	Yes

NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables
the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations
of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary,
benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel.

The Nomination and Remuneration Policy is placed on the website of the Company viz.
https://www.samor.in/pdf/Policy/nomination & remuneration policy.pdf

REMUNERATION OF DIRECTORS:

During the financial year, the Directors have not drawn any salary.

PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence the directives issued by the Reserve Bank of
India & the Provision of Section 73 to 76 of the Company Act 2013 or any other relevant provisions of the Act and
the Rules there under are not applicable.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY:

Details of Loans Guarantees Investments and Security covered under the provisions of Section 186 of the Companies
Act, 2013 are given in the notes to the Financial Statement and the same is complied.

ANNUAL RETURN:

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended
March 31, 2025, is available on the Company''s website viz. www.samor.in.

SUBSIDIARIES OF THE COMPANY:

During the year under review, the Company does not have any subsidiary Company.

ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

During the year under review, the Company does not have any Associate or Joint Venture.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2024-25, there was no materially significant related party transaction undertaken by the
Company under Section 188 of the Companies Act, 2013 read with rules framed there under and Regulation 23 of
SEBI (LODR) Regulations, 2015 that may have potential conflict with the interest of the Company. Disclosure on
related party transactions is annexed to the financial statement of the Company in AOC-2 attached as Annexure
A.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments affecting the financial position of the Company have occurred
between the ends of Financial Year of the Company i.e. 31^st March, 2025 to the date of this Report other than as
stated above.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going
concern status and the Company''s operations in future.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we have framed Prevention of
Sexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of the
Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-
neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where
we operate.

Number of sexual harassment complaints received- Nil

Number of sexual harassment complaints Disposed-off during the year- Nil

Number of sexual harassment cases pending for a period exceeding ninety days- Nil

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:

The information on conservation of energy technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules 2014 as amended
from time to time is annexed to this Report as Annexure - B.

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and
General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central
Government.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential
impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks
identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of
occurrence and impact if triggered. A detailed exercise is being carried out to identify evaluate monitor and manage
both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which provides protection to all its
assets against loss from unauthorized use and ensures correct reporting of transactions. The internal control systems
are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and
Periodical review by the management. The Company has put in place proper controls, which are reviewed at
regular intervals to ensure that transactions are properly authorised, correctly reported and assets are safeguarded.

CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will
retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value
legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term.
Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance
long-term shareholder value and respect minority rights in all our business decisions.

In terms of Regulations 34 read with Schedule V of SEBI (LODR) Regulations, a report on Corporate Governance
for the year ended March 31, 2025 has been prepared and annexed as "Annexure C" to this Report. The Compan/ s
Secretarial Auditor has issued a Certificate on Corporate Governance, which is appended to the Corporate
Governance Report.

STATUTORY AUDITOR AND THEIR REPORT:

The Notes to the Standalone Financial Statements referred in the Auditors Report, as issued by Shah & Shah, are
self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act 2013.

The Auditors'' Report does not contain any qualification reservation or adverse remark. The Auditors'' Report is
enclosed with the financial statements in this Annual Report.

INTERNAL AUDITOR

The Board of Directors has officially appointed Mr. Jagdish Vadaliya, as an Internal Auditor of the Company
for the Financial Year 2024-2025 to conduct the Internal Audit of the Company. This strategic decision
demonstrates our commitment to upholding and enhancing proper and effective internal financial control.

With his expertise and experience, Mr. Jagdish Vadaliya plays a crucial role in evaluating and improving our
internal financial processes and systems.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015 a review of the performance of the Company for the year under review Management Discussion and Analysis
Report is presented in a separate section which is annexed to this Report as Annexure - D.

SECRETARIAL AUDITOR AND THEIR REPORT:

The Secretarial Audit Report, as issued by M/s SS Lunkad & Associates, Secretarial Auditor (Peer Audit Firm) for
the Financial Year 2024-25 is annexed to this report as Annexure - E.

The Secretarial Audit Report does not contain any qualification reservation or adverse remark.

PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:

The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and
Rule 5 (1) & 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed to this report as Annexure - F.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies
Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of
section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has
maintained a functional website containing basic information about the Company. The website of the Company is
containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of
the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders
of the Company etc.

ADHERENCE TO STATUTORY COMPLIANCES

During the Financial Year under review, the Company diligently adhered to all the relevant statutory compliances
of the Act, Listing Regulations, Secretarial Standards issued by ICSI, and other laws, provisions, and Acts that are
applicable to the Company.

MATERNITY BENEFIT COMPLIANCE

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.
Adequate facilities and support, including paid maternity leave and nursing breaks, have been extended to eligible
women employees during the financial year. The Company remains committed to ensuring a safe, supportive, and
inclusive workplace for all its employees.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134
(3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014 and other applicable provisions of the act and
listing regulations to the extent the transactions took place on those items during the year. Your directors further
state that no disclosure or reporting is required in respect of the following items as there were no transactions on
these items during the year under review.

(I) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(II) Issue of shares (including sweat equity shares) to employees of the Company under any scheme and ESOS;

(III) Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

(IV) There is no revision in the Board Report or Financial Statement;

(V) The details of difference between amount of the valuation done at the time of one-time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

ACKNOWLEDGEMENT:

Your Director acknowledge the dedicated service of the employees of the Company during the year. They would
also like to place on record their appreciation for the continued co-operation and support received by the Company
during the year from bankers, business partners and other stakeholders.

For and on behalf of Board of Directors
Samor Reality Limited

Date: 5^th September 2025 Birjukumar Ajitbhai Shah Jagrutiben Birjubhai Shah

Place: Ahmedabad Managing Director & CFO Whole Time Director

DIN: 02323418 DIN: 02334894

---

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operations of your Company (“the Company”), along with the Standalone Audited Financial Statements for the Financial Year ended on 31^st March, 2024.

FINANCIAL RESULTS:

The Company''s financial performance for the year ended on 31^stMarch, 2024 is summarized below:

(In Lakhs)
PARTICULARS	Standalone
	31.03.2024	31.03.2023
I. Net Sales/Income from Operations	6.23	1240.74
II. Other Income	12.09	7.06
III. Total Revenue (I II)	18.32	1247.81
IV. Earnings Before Interest, Taxes, Depreciation and Amortization Expense	79.98	15.89
V. Finance Cost	129.38	32.65
VI. Depreciation and Amortization Expense	2.10	1.38
VII. Profit Before Tax (IV-V-VI)	(51.50)	(18.14)
VIII. Tax Expense:
Less: Current Tax Expense	12.94	4.36
Less: Deferred Tax	(34.70)	0.01
Short Provision for tax
Profit After Tax (VII-VIII)	(29.74)	(22.51)

DIVIDEND:

For the Financial Year 2023-24, based on the Company''s performance, the Board of Directors have not recommended any dividend. TRANSFER TO RESERVES:

During the year, the Company has not transferred any amount to Reserve and Surplus.

BUSINESS DESCRIPTION:

We are an integrated construction and real estate development company, focused primarily on construction and development of residential and commercial projects, in and around Ahmedabad, Gujarat. We believe that we have established a successful track record in the real estate industry in Ahmedabad, Gujarat by developing versatile projects through our focus on innovative architecture, strong project execution and quality construction.

Our Company has demonstrated a prominent presence in execution of real estate projects and has developed significant expertise and competencies in this field. Our Company aim to leverage on its strength and continue expansion into sector which will put our Company to desired growth trajectory.

CHANGE IN NATURE OF BUSINESS:

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

THE REGISTERED OFFICE:

The registered office of the company is situated at 4th Floor, 401, Venus Atlantis, near Shell Petrol Pump, Prahaladnagar Road, Anand Nagar, Satellite, Ahmedabad-380015, Gujarat, India.

SHARE CAPITAL:

During the year under review, the authorized and paid-up share capital of the Company are as follows:

> AUTHORIZED CAPITAL:

The Authorised Capital of the Company is ? 25,00,00,000/- divided into 2,50,00,000 Equity Shares of ? 10/- (Rupees Ten Only) each.

> ISSUED, SUBSCRIBED & PAID-UP CAPITAL:

As on 31^st March, 2024, the issued, subscribed and paid-up capital of the Company is ? 21,50,00,000/- divided into 2,15,00,000 Equity Shares of ? 10/- (Rupees Ten Only) each.

During the Financial year, the Company has come out with the Right issue of equity share, whereby Company has issued and allotted 1,07,50,000 equity shares of ? 10/- to existing shareholder of the Company on 7^th June, 2023 at price of Rs. 10/- per share (including premium of Rs. 0/-). The said equity shares are listed and traded on BSE Limited w.e.f. 15^th June, 2023.

During the Financial year, the Company has issued and allotted 11,00,000 warrants convertible into equity shares of ? 10/- each to Promoter (Mr. Birjukumar Ajitbhai Shah & Warrants 10,70,000) and non-promoter (Mr. Akshay Sevantilal Mehta & Warrants 30,000) on 7^th November, 2023 at price of Rs. 36/- per share (including premium of Rs. 26/-).

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: Constitution of Board:

As on the date of this report, the Board comprises of following Directors;
Name of Director	Designation	Date of Original Appointment	Date of Resignation	No. of Shares held as on 31stMarch, 2023
Mr. Birjukumar Ajitbhai Shah	Managing Director & Chief Financial Officer	01/12/2020		71,18,774 Equity Shares
Mr. Jagrutiben Birjubhai Shah	Whole Time Director	01/12/2020		51,01,159 Equity Shares
Mr. Akshay Sevantilal Mehta	Non-Executive Director	01/12/2020		25,97,171 Equity Shares
Mr. Babubhai Khodidas Solanki	Non-Executive Independent Director	30/12/2020		Nil
Mr. Jaydeepbhai Manojbhai Prajapati	Non-Executive Independent Director	30/12/2020	05/06/2023	Nil
Ms. Ripal Rupesh Shah	Non-Executive Independent Director	30/12/2020		Nil
Mr. Ganesh Bhavarlal Prajapati	Non-Executive Independent Director	05/06/2023		Nil
Ms. Pooja Aidasani	Company Secretary	01/06/2021		Nil

During the financial year, Mr.Jaydeepbhai Manojbhai Prajapati has resigned from the post of Independent Director w.e.f. 05^th June, 2023 and Mr. Ganesh Bhavarlal Prajapati has been appointed as an Additional Independent Director w.e.f. 05^th June, 2023. As per the statutory requirement, the appointment of Mr. Ganesh Bhavarlal Prajapati has been approved by shareholders at the extra ordinary general Meeting held on 2^nd September, 2023.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Jagrutiben Birjubhai Shah (DIN: 02334894) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

None of the Directors of the Company are disqualified under the provisions of Section 164(2) of the Companies Act, 2013. DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8, List of relatives and declaration as to compliance with the Code of Conduct of the Company.

BOARD MEETING:

Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are convened, as and when require, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at the registered office of the Company.

During the year under review, Board of Directors of the Company met 11 times. Details of Meeting and their attendance as below:

	Date of Board Meeting		Name of Director
		Mr. Birjukumar Ajitbhai Shah	Mr. Jagrutiben Birjubhai Shah	Mr. Akshay Sevantilal Mehta	Mr. Babubhai Khodidas Solanki	Mr. Jaydeepbhai Manojbhai Prajapati	Ms. Ripal Rupesh Shah	Mr. Ganesh Bhavarlal Prajapati
	25/04/2023	Yes	Yes	Yes	Yes	Yes	Yes	NA
	29/05/2023	Yes	Yes	Yes	Yes	Yes	Yes	NA
	05/06/2023	Yes	Yes	Yes	Yes	NA	Yes	NA
	07/06/2023	Yes	Yes	Yes	Yes	NA	Yes	Yes
	02/08/2023	Yes	Yes	Yes	Yes	NA	Yes	Yes
	06/09/2023	Yes	Yes	Yes	Yes	NA	Yes	Yes
	23/09/2023	Yes	Yes	Yes	Yes	NA	Yes	Yes
	21/10/2023	Yes	Yes	Yes	Yes	NA	Yes	Yes
	07/11/2023	Yes	Yes	Yes	Yes	NA	Yes	Yes
	09/11/2023	Yes	Yes	Yes	Yes	NA	Yes	Yes
	14/02/2024	Yes	Yes	Yes	Yes	NA	Yes	Yes

The meetings of the Board of the Companies within the intervals provided in section 173 of the Companies Act, 2013 (120 days) were compiled between two Board Meetings.

INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. A separate meeting of Independent Directors was

held to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company viz. www.samor.in

DETAILS OF KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Companies Act, 2013, Mr. Birjukumar Ajitbhai Shah is Managing Director as well as Chief Financial Officer, as Key Managerial Personnel of the Company. Moreover, Ms. Pooja Aidasani is a Company Secretary & Compliance Officer of the Company.

UTILIZATION OF FUND RAISED FROM RIGHT ISSUE:

During the period under review, the Company has raised moneys by way of Right issue by issuing 1,07,50,000 equity shares of ^ 10 each at a premium of ^ 0 per share. The money as raised have been applied for the purposes for which those are raised till March 31, 2024 as follows:

					(^ in Lakhs)
	S. No.	Object of the Issue	Amount allotted for the object	Amount utilized till March 31, 2024	Amount unuti lizedtill March 31, 2024
	1	To augment the existing and incremental working capital requirement of our company	800.00	800.00
	2	General Corporate Purposes	250.00	250.00
	3	Issue related Expenses	25.00	25.00
		Total	1075.00	1075.00	-

During the period under review, the Company has raised moneys by way of issuing 11,00,000 warrants convertible into equity shares of ^ 10 each at a premium of ^ 26 per share. The Company has received upfront amount of 25% i.e. 99,00,000/- and post that the allotment of warrants was done. The money as raised have been applied for the purposes for which those are raised till March 31, 2024 as follows:

					(^ in Lakhs)
	S. No.	Object of the Issue	Amount allotted for the object	Amount utilized till March 31, 2024	Amount unutilizedtill March 31, 2024
	1	to accomplish the Company''s strategic vision to expand its existing activities more vigorously and increase its competitiveness in the market and to augment funds for the general corporate purpose	99.00	99.00
		Total	99.00	99.00	-

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance board committees and individual directors pursuant to the provisions of the Act. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc. In addition, the performance of chairman was also evaluated on the key aspects of his role.

The Board has reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013; the Board of Directors to the best of their knowledge and ability confirm that:

a) In preparation of Annual Accounts for the year ended 31^st March, 2024; the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors have selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of the Company for that year;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the Annual Accounts for the year ended 31^st March, 2024 on going concern basis;

e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

COMMITTEE OF BOARD:

The Board of Directors in line with the requirement of the Companies Act, 2013 has formed various committees, details of which are given hereunder:

A. AUDIT COMMITTEE:
Category Attendance at the Audit Committee Meetings held on NAME DESIGNATION 29/05/2023 02/08/2023 09/11/2023 14/02/2024
Mr. Ganesh Bhavarlal Prajapati	Non-Executive Independent Director	Chairman (appointed w.e.f. 05/06/2023)	NA	Yes	Yes	Yes
Mr. Babubhai Khodidas Solanki	Non-Executive Independent Director	Member	Yes	Yes	Yes	Yes
Ms. Ripal Rupesh Shah	Non-Executive Independent Director	Member	Yes	Yes	Yes	Yes
Mr. Jaydeepbhai Manojbhai Prajapati	Non-Executive Independent Director	Chairman (Resigned w.e.f. 05/06/2023)	Yes	NA	NA	NA

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Company''s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company.

B. STAKEHOLDER’S RELATIONSHIP COMMITTEE:
NAME	Category	DESIGNATION	Attendance at the Stakeholder’s Relationship Committee Meetings held on 14/02/2024
Mr. Ganesh Bhavarlal Prajapati	Non-Executive Independent Director	Chairman (appointed w.e.f. 05/06/2023)	Yes
Mr. Babubhai Khodidas Solanki	Non-Executive Independent Director	Member	Yes
Ms. Jagrutiben Birjubhai Shah	Whole time Director	Member	Yes

C. NOMINATION AND REMUNERATION COMMITTEE:
NAME	Category		DESIGNATION	Attendance at the Nomination and Remuneration Committee Meetings held on
				05/06/2023	14/02/2024
Ms. Ripal Rupesh Shah	Non-Executive Director	Independent	Chairman	Yes	Yes
Mr. Babubhai Khodidas Solanki	Non-Executive Director	Independent	Member	Yes	Yes
Mr. Ganesh Bhavarlal Prajapati	Non-Executive Director	Independent	Member (appointed w.e.f. 05/06/2023)	NA	Yes

NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel.

The Nomination and Remuneration Policy is placed on the website of the Company and is annexed to this Report as Annexure - A. REMUNERATION OF DIRECTORS:

During the financial year, the Directors have not drawn any salary.

PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY:

Details of Loans Guarantees Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement and the same is complied.

ANNUAL RETURN:

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2024, is available on the Company''s website viz. www.samor.in.

SUBSIDIARIES OF THE COMPANY:

During the year under review, the Company does not have any subsidiary Company.

ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

During the year under review, the Company does not have any Associate or Joint Venture.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2023-24, there was no materially significant related party transaction undertaken by the Company under Section 188 of the Companies Act, 2013 read with rules framed there under and Regulation 23 of SEBI (LODR) Regulations, 2015 that may have potential conflict with the interest of the Company. Disclosure on related party transactions is annexed to the financial statement of the Company in AOC-2 attached as Annexure B

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments affecting the financial position of the Company have occurred between the ends of Financial Year of the Company i.e. 31^st March, 2023 to the date of this Report other than as stated above.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Company''s operations in future.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we have framed Prevention of Sexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

During the year under review there were no incidences of sexual harassment reported.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules 2014 as amended from time to time is annexed to this Report as Annexure - C.

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is being carried out to identify evaluate monitor and manage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions. The internal control systems are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorised, correctly reported and assets are safeguarded.

CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

In terms of Regulations 34 read with Schedule V of SEBI (LODR) Regulations, a report on Corporate Governance for the year ended March 31, 2024 has been prepared and annexed as “Annexure D” to this Report. The Company''s Secretarial Auditor has issued a Certificate on Corporate Governance, which is appended to the Corporate Governance Report.

STATUTORY AUDITOR AND THEIR REPORT:

The Notes to the Standalone Financial Statements referred in the Auditors Report, as issued by Shah & Shah, are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act 2013.

The Auditors'' Report does not contain any qualification reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure - E.

SECRETARIAL AUDITOR AND THEIR REPORT:

The Secretarial Audit Report, as issued by M/s S S Lunkad & Associates, Secretarial Auditor (Peer Audit Firm) for the Financial Year 2023-24 is annexed to this report as Annexure - F.

The Secretarial Audit Report does not contain any qualification reservation or adverse remark.

PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:

The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5 (1) & 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure - G.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website containing basic information about the Company. The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014 and other applicable provisions of the act and listing regulations to the extent the transactions took place on those items during the year.

ACKNOWLEDGEMENT:

Your Directors acknowledge the dedicated service of the employees of the Company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, business partners and other stakeholders.

---

Mar 31, 2023

The Board of Directors hereby submits the report of the business and operations of your Company (“the Company”), along with the Standalone Audited Financial Statements for the Financial Year ended on 31^st March, 2023.

FINANCIAL RESULTS:

The Company''s financial performance for the year ended on 31^stMarch, 2023 is summarized below:

(Rs. In Lakhs)
PARTICULARS	Standalone
	31.03.2023	31.03.2022
I. Net Sales/Income from Operations	1375.31	1732.31
II. Other Income	7.06	5.85
III. Total Revenue (I II)	1382.37	1738.16
IV. Earnings Before Interest, Taxes, Depreciation and Amortization Expense	74.23	16.57
V. Finance Cost	56.15	0.72
VI. Depreciation and Amortization Expense	1.18	0.12
VII. Profit Before Tax (IV-V-VI)	16.90	15.73
VIII. Tax Expense:
Less: Current Tax Expense	4.36	3.96
Less: Deferred Tax	0	0
Short Provision for tax	0.01	0.48
Profit After Tax (VII-VIII)	12.53	11.29

DIVIDEND:

For the Financial Year 2022-23, based on the Company''s performance, the Board of Directors have not recommended any dividend. TRANSFER TO RESERVES:

During the year, the Company has not transferred any amount to Reserve and Surplus.

BUSINESS DESCRIPTION:

We are an integrated construction and real estate development company, focused primarily on construction and development of residential and commercial projects, in and around Ahmedabad, Gujarat. We believe that we have established a successful track record in the real estate industry in Ahmedabad, Gujarat by developing versatile projects through our focus on innovative architecture, strong project execution and quality construction.

Our Company has demonstrated a prominent presence in execution of real estate projects and has developed significant expertise and competencies in this field. Our Company aim to leverage on its strength and continue expansion into sector which will put our Company to desired growth trajectory.

CHANGE IN NATURE OF BUSINESS:

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

THE REGISTERED OFFICE:

The registered office of the company is situated at FO F.401, Shop Atlantis, Near Reliance Pump, Prahladnagar Road, Anandnagar, Satellite, Ahmedabad, Gujarat - 380015, India.

SHARE CAPITAL:

During the year under review, the authorized and paid-up share capital of the Company are as follows:

> AUTHORIZED CAPITAL:

The Authorised Capital of the Company is ? 25,00,00,000/- divided into 2,50,00,000 Equity Shares of ? 10/- (Rupees Ten Only) each. During the Financial year, the Company has increased the authorized Share capital of the Company as below.

	Sr No	Existing Authorized Capital	Revised Authorized Capital	Date of passing of Shareholders Resolution
	1	? 4,50,00,000/- divided into 45,00,000 Equity share of Rs. 10/- each	? 12,00,00,000/- divided into 1,20,00,000 Equity share of Rs. 10/- each	12th August, 2022
	2	? 12,00,00,000/- divided into 1,20,00,000 Equity share of Rs. 10/- each	? 25,00,00,000/- divided into 2,50,00,000 Equity share of Rs. 10/- each	13th March, 2023
>	SSUED, SUBSCRIBED & PAID-UP CAPITAL:

As on 31^st March, 2023, the issued, subscribed and paid-up capital of the Company is ? 10,75,00,000/- divided into 1,07,50,000 Equity Shares of ? 10/- (Rupees Ten Only) each.

During the Financial year, the Company has come out with 1^st Right issue of equity share, whereby Company has issued and allotted

64.50.000 equity shares of ? 10/- to existing shareholder of the Company on 3^rd January, 2023 at price of Rs. 25/- per share (including premium of Rs. 15/-). The said equity shares are listed and traded on BSE Limited w.e.f. 9^th January, 2023.

Post Financial year, the Company has come out with 2^nd Right issue of equity share, whereby Company has issued and allotted

1.07.50.000 equity shares of ? 10/- to existing shareholder of the Company on 7^th June, 2023 at price of Rs. 10/- per share (including premium of Rs. 0/-). The said equity shares are listed and traded on BSE Limited w.e.f. 15^th June, 2023.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:Constitution of Board:

As on the date of this report, the Board comprises of following Directors;
Name of Director	Designation	Date of Original Appointment	Date of Resignation	No. of Shares held as on 31stMarch, 2023
Mr. Birjukumar Ajitbhai Shah	Managing Director & Chief Financial Officer	01/12/2020		35,43,740 Equity Shares
Mr. Jagrutiben Birjubhai Shah	Whole Time Director	01/12/2020		25,39,367 Equity Shares
Mr. Akshay Sevantilal Mehta	Non-Executive Director	01/12/2020		12,38,000 Equity Shares
Mr. Babubhai Khodidas Solanki	Non-Executive Independent Director	30/12/2020		Nil
Mr. Jaydeepbhai Manojbhai Prajapati	Non-Executive Independent Director	30/12/2020	05/06/2023	Nil
Ms. Ripal Rupesh Shah	Non-Executive Independent Director	30/12/2020		Nil
Mr. Ganesh Bhavarlal Prajapati	Non-Executive Independent Director	05/06/2023		Nil
Ms. Pooja Aidasani	Company Secretary	01/06/2021		Nil

Post financial year, Mr.Jaydeepbhai Manojbhai Prajapati has resigned from the post of Independent Director w.e.f. 05^th June, 2023 and Mr. Ganesh Bhavarlal Prajapati has been appointed as an Additional Independent Director w.e.f. 05^th June, 2023. As per the statutory requirement, the appointment of Mr. Ganesh Bhavarlal Prajapati has been approved by shareholders at the extra ordinary general Meeting held on 2^nd September, 2023.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Akshay Sevantilal Mehta (DIN: 02986761) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

None of the Directors of the Company are disqualified under the provisions of Section 164(2) of the Companies Act, 2013. DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8, List of relatives and declaration as to compliance with the Code of Conduct of the Company.

BOARD MEETING:

Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are convened, as and when require, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at the registered office of the Company.

During the year under review, Board of Directors of the Company met 10 times. (3^rd May, 2022, 18^th May, 2022, 16^th July, 2022, 6^th September, 2022, 19^th October, 2022, 22^nd October, 2022, 3^rd January, 2023, 25^th January, 2023, 10^th February, 2023, 28^th March, 2023).

The meetings of the Board of the Companies within the intervals provided in section 173 of the Companies Act, 2013 (120 days) were compiled between two Board Meetings.

INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. A separate meeting of Independent Directors was held to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company viz. www.samor.in

DETAILS OF KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Companies Act, 2013, Mr. Birjukumar Ajitbhai Shah is Managing Director as well as Chief Financial Officer, as Key Managerial Personnel of the Company. Moreover, Ms. Pooja Aidasani is a Company Secretary & Compliance Officer of the Company.

UTILIZATION OF FUND RAISED FROM RIGHT ISSUE:

During the period under review, the Company has raised moneys by way of Right issue by issuing 64,50,000 equity shares of ^ 10 each at a premium of ^ 15 per share. The money as raised have been applied for the purposes for which those are raised till March 31, 2023 as follows:

(^ in Lakhs)
S. No.	Object of the Issue	Amount allotted for the object	Amount utilized till March 31, 2023	Amount unutilizedtill March 31, 2023
1	To augment the existing and incremental working capital requirement of our company	640.00	640.00
2	Repayment or prepayment of unsecured loans	537.75	237.75	300.00
3	General Corporate Purposes	401.00	401.00
4	Issue related Expenses	33.75	33.75
Total		1612.50	1312.50	300.00

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance board committees and individual directors pursuant to the provisions of the Act. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc. In addition, the performance of chairman was also evaluated on the key aspects of his role.

The Board has reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013; the Board of Directors to the best of their knowledge and ability confirm that:

a) In preparation of Annual Accounts for the year ended 31^st March, 2023; the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors have selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit or loss of the Company for that year;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the Annual Accounts for the year ended 31^st March, 2023 on going concern basis;

e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

COMMITTEE OF BOARD:

The Board of Directors in line with the requirement of the Companies Act, 2013 has formed various committees, details of which are given hereunder:

A. AUDIT COMMITTEE:

	NAME	DESIGNATION
	Mr. Ganesh Bhavarlal Prajapati	Chairman
	Mr. Babubhai Khodidas Solanki	Member
	Ms. Ripal Rupesh Shah	Member

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Company''s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company.

B. STAKEHOLDER’S RELATIONSHIP COMMITTEE:
NAME	DESIGNATION
Mr. Ganesh Bhavarlal Prajapati	Chairman
Mr. Babubhai Khodidas Solanki	Member
Mr. Jagrutiben Birjubhai Shah	Member
C. NOMINATION AND REMUNERATION COMMITTEE:
NAME	DESIGNATION
Ms. Ripal Rupesh Shah	Chairman
Mr. Babubhai Khodidas Solanki	Member
Mr. Ganesh Bhavarlal Prajapati	Member

NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel.

The Nomination and Remuneration Policy is placed on the website of the Company and is annexed to this Report as Annexure - A. REMUNERATION OF DIRECTORS:

During the financial year, the Directors have not drawn any salary.

PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY:

Details of Loans Guarantees Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement and the same is complied.

ANNUAL RETURN:

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2023, is available on the Company''s website viz. www.samor.in.

SUBSIDIARIES OF THE COMPANY:

During the period, the Company has purchased/acquired the entire business of its subsidiary “Samor & Motherland LLP” (Related Party) at consideration of Rs. 2,19,43,113.50/-. The same was approved by Audit Committee and Board of Directors on 03^rd May, 2022 and subsequently approved by Shareholders on 30^th May, 2022. Post-acquisition, it is decided to strike-off the Subsidiary from the register of LLP and application for closure of subsidiary “Samor & Motherland LLP” has also been filed. So, as on 31^st March, 2023, there is no subsidiary of our Company. Hence, Annexure is not attached.

ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

During the year under review, the Company does not have any Associate or Joint Venture.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2022-23, there was no materially significant related party transaction undertaken by the Company under Section 188 of the Companies Act, 2013 read with rules framed there under and Regulation 23 of SEBI (LODR) Regulations, 2015 that may have potential conflict with the interest of the Company. Disclosure on related party transactions is annexed to the financial statement of the Company.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments affecting the financial position of the Company have occurred between the ends of Financial Year of the Company i.e. 31^st March, 2023 to the date of this Report other than as stated above.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Company''s operations in future.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we have framed Prevention of Sexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.

During the year under review there were no incidences of sexual harassment reported.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules 2014 as amended from time to time is annexed to this Report as Annexure - B.

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is being carried out to identify evaluate monitor and manage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions. The internal control systems are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorised, correctly reported and assets are safeguarded.

CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on SME Platform of Bombay Stock Exchange Limited (BSE), by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

STATUTORY AUDITOR AND THEIR REPORT:

The Notes to the Standalone Financial Statements referred in the Auditors Report, as issued by Bhagat & Co, are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act 2013.

The Auditors'' Report does not contain any qualification reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure - C.

SECRETARIAL AUDITOR AND THEIR REPORT:

The Secretarial Audit Report, as issued by M/s S S Lunkad & Associates, Secretarial Auditor (Peer Audit Firm) for the Financial Year 2022-23 is annexed to this report as Annexure - D.

The Secretarial Audit Report does not contain any qualification reservation or adverse remark.

PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:

The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5 (1) & 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure - E.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website containing basic information about the Company. The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014 and other applicable provisions of the act and listing regulations to the extent the transactions took place on those items during the year.

ACKNOWLEDGEMENT:

Your Directors acknowledge the dedicated service of the employees of the Company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, business partners and other stakeholders.