Directors Report of Scarnose International Ltd.

Mar 31, 2025

Your Directors present the 14^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	1210.16	1386.34
Other Income	17.23	28.04
Total Revenue	1227.39	1414.38
Total Expenses	1203.02	1414.03
Profit / Loss before Depreciation, Exceptional and Extra Ordinary Items and Tax Expenses	26.28	2.29
Less: Depreciation / Amortization / Impairment	0.95	0.97
Profit / Loss before Exceptional and Extra Ordinary Items and Tax Expenses	25.33	1.32
Add / Less: Exceptional and Extra Ordinary Items	-	-
Profit / Loss before Tax Expenses	25.33	1.32
Less: Tax Expense	-	-
Current Tax	6.37	0.5
Short/Excess provision for previous year	-	-
Deferred Tax	-0.15	-0.11
Profit / Loss for the Period	19.1	0.93
Earnings per share (Face value Rs.10/-) Basic & Diluted (In Rupees)	0.61	0.03

2. OPERATIONS:

Total revenue for Financial Year 2024-25 is Rs.1227.39 lakhs compared to the revenue of Rs. 1414.38 lakhs
of previous Financial Year. The Company has incurred Profit before tax for the Financial Year 2024-25 of
Rs. 25.33 Lakhs as compared to profit of Rs.1.32 Lakhs of previous Financial Year. Net Profit after Tax for
the Financial Year 2024-25 is Rs19.10 Lakhs as against Net profit after tax of Rs. 0.93 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:

During the year under review, the Company has amended its Memorandum of Association by inserting a
new object clause to broaden its business activities. The newly inserted object clause enables the Company
to carry on the business in India or elsewhere of manufacturing, trading, warehousing, clearing and
forwarding agent, purchasing and selling agent, marketing, export, import, brand establishment or
otherwise manufacturing, dealing, trading, re-sales in bulk drugs like all general API, oncology, beta lactam

antibiotics, cephalosporins, vaccines, fermentation biotech synthetic products and its intermediates,
cosmetics and pharmaceutical formulation of finished formulation of solid dosage form like tablets,
capsules, ORS, dry powder, liquid syrups, pallets etc., and liquid dosage form like all IV preparations,
ampoules, vials, dry powder, eye drops etc and semi solid dosage form like creams, pests, emulsions,
ointments and gels etc., and personal hygiene products, baby care products, cleaning products,
disinfectants and sanitizing products, deodorizing products other segments like fertilizers, agriculture
farming products, chemicals and solvents relates to pharma, ayurvedic, allopathic, unani, homeopathic,
herbal, in any such other form for human, animal and agriculture.

The object clause has been expanded to include products for both human and animal healthcare, as well as
agricultural and farming solutions, such as fertilizers and chemicals, in various forms like solid dosage
forms, liquid preparations, semi-solid formulations, and personal care products. The inclusion of these new
business areas aligns with the Company''s growth strategy and long-term vision to diversify its portfolio,
especially in the pharmaceutical, healthcare, and consumer goods sectors.

The alteration to the object clause was duly approved by the shareholders through a Special resolution
passed at the Extraordinary General Meeting (EGM) held on 12^th December,2024.

4. SHARE CAPITAL:

a. AUTHORISED SHARE CAPITAL:

The Authorised Share Capital of the Company as on 31^st March, 2025 is Rs. 5,50,00,000/- (Rupees Five
Crores Fifty Lakhs Only) divided into 55,00,000 (Fifty-Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten
Only).

During the year, the Company has increased it Authorised capital from Rs. 3,50,00,000/- (Rupees Three
Crores Fifty Lakhs only) divided into 35,00,000(Thirty Five Lakhs) Equity shares of Rs. 10/- each to Rs.
5,50,00,000/- (Rupees Five Crores Fifty Lakhs Only) divided into 55,00,000 (Fifty Five Lakhs) Equity
Shares of Rs. 10/- (Rupees Ten Only) each of the Company, consequent upon alteration of Memorandum
of Association of the Company which was approved in Extra-Ordinary General Meeting of the Company
held on 12^th December, 2024.

b. PAID-UP SHARE CAPITAL:

The Paid up Equity share capital of the Company as on 31^st March, 2025 is Rs. 3,15,01,500/- (Rupees Three
Crores Fifteen Lakhs One Thousand and Five hundred only) divided into 31,50,150 (Thirty One Lakh Fifty
Thousand One Hundred and Fifty ) equity shares of Rs. 10/- (Rupees Ten Only).

5. 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).

6. 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.

7. 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.

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.scarnose.in

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

There is no 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. 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.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to Company as the Company
does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social
Responsibility.

12. 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 - I.

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

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

14. 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.

15. 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.

16. 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 under review, no reportable material weakness was observed.

17. 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.

18. 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.

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

During the year under review, there were no contracts or arrangements made with related parties as
defined under Section 188 of the Act.

20. 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.

21. RESERVES & SURPLUS:

Sr. No.	Particulars	Amount
1.	alance at the beginning of the year	64.25
2.	Lirrent Year''s Profit / (Loss)	19.10
3.	ther Comprehensive Income	-
4.	mount of Securities Premium and other Reserves	575.88
5.	ther Adjustment	-2.35
Total		656.88

22. 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.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

	Foreign exchange earnings and outgo	F.Y. 2024-25	F.Y. 2023-24
a.	mreign exchange earnings	Nil	Nil
b.	[]IF value of imports	Nil	Nil
c.	expenditure in foreign currency	Nil	Nil

23. 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-II 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.

24. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not availed any loan from its directors or their relatives.

25. 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	Shraddha Dev Pandya2	Managing Director	09621935
2.	Maharshi Jigar Pandya 2	Non-Executive Non-Independent Director	09621936
3.	Manish Shrichand Bachani4	Non-Executive Independent Director	08013906
4.	Drashtiben Prafulbhai Dedaniya	Non-Executive Independent Director	10219807
5.	Kunjal Jayantkumar Soni5	Non-Executive Independent Director	08160838
6.	Dev Dineshbhai Pandya3	Executive Director	07905073
7.	Jigar Dineshkumar Pandya3	Executive Director	07905076

8.

Vimalkumar Mishrilal Shah1

Managing Director

03011067

1 Mr. Vimalkumar Mishrilal Shah (DIN:03011067) has tendered his resignation as Managing Directior
of the Company w.e.f. 23^rd May,2024.

2 Ms. Shraddha Dev Pandya appointed as Managing Diretor and Ms. Maharshi Jigar Pandya appointed
as Non -Executive Director w.ef. 28^th May,2024.

3 Mr. Dev Dineshbhai Pandya and Mr. Jigar Dineshkumar Pandya has resigned as Executive Directors
w.e.f 30^th May,2024.

4 Mr. Manish Shrichand Bachani appointed as Non-Executive Independent Director w.e.f 10^th
October,2024.

5 .Mr. Kunjal Jayantkumar Soni has tendered his resignation as Non-Executive Independent Director
w.e.f 10^th October,2024

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

Sr. No.	Name of KMP	Designation
1.	Ashvinbhai Gopalbhai Donga2	Chief Financial Officer
2.	Heli Jitendrabhai Modi1	Company Secretary

1. Ms. Heli Jitendrabhai Modi appointed as Company Secretary w.e.f 1^st May,2024.

2. Mr. Ashvinbhai Gopalbhai Donga appointed as Chief Financial Officer w.e.f 28^th May,2024.

26. 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. 2^nd April,2024, 1^st
May, 2024, 20^th May, 2024, 22^nd May, 2024, 28^th May,2024, 2^nd July,2024, 26^thJuly,2024, 10^th October,2024,
14^th October,2024, 25^th October,2024, 12^th November,2024, 20^th December, 2024, 20^th February, 2025.

Names of the Directors on the Board, their Attendance in the Board Meeting, % of attendance and
Attendance in last Annual General Meeting during the year 2024-25 is given below:

No. of Board Meeting held & attende d during 2024-25	Name of Director
	Shradd ha Dev Pandya	Mahars hi Jigar Pandya	Manish Shricha nd Bachani	Drashtib en Prafulbh ai Dedaniya	Kunjal Jayantkum ar Soni	Dev Dineshbh ai Pandya	Jigar Dineshkum ar Pandya	Vimalkum ar Mishrilal Shah
02-04¬ 2024	NA	NA	NA	Yes	Yes	Yes	Yes	Yes
01-05¬ 2024	NA	NA	NA	Yes	Yes	Yes	Yes	Yes
20-05¬ 2024	NA	NA	NA	Yes	Yes	Yes	Yes	Yes
22-05¬ 2024	NA	NA	NA	Yes	Yes	Yes	Yes	Yes
28-05-	NA	NA	NA	Yes	Yes	Yes	Yes	NA

2024
02-07¬ 2024	Yes	Yes	NA	Yes	Yes	NA	NA	NA
26-07¬ 2024	Yes	Yes	NA	Yes	Yes	NA	NA	NA
10-10¬ 2024	Yes	Yes	NA	Yes	Yes	NA	NA	NA
14-10¬ 2024	Yes	Yes	Yes	Yes	NA	NA	NA	NA
25-10¬ 2024	Yes	Yes	Yes	Yes	NA	NA	NA	NA
12-11¬ 2024	Yes	Yes	Yes	Yes	NA	NA	NA	NA
20-12¬ 2024	Yes	Yes	Yes	Yes	NA	NA	NA	NA
20-02¬ 2025	Yes	Yes	Yes	Yes	NA	NA	NA	NA
Total attended	8	8	5	13	8	5	5	4
% of attendan ce	100	100	100	100	100	100	100	100
Whether attended last AGM held on 25-07¬ 2025	Yes	Yes	NA	Yes	Yes	NA	NA	NA

27. 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.

28. CORPORATE GOVERNANCE:

Your company provides utmost importance at best Governance Practices and are designated to act in the
best interest of its stakeholders. Better governance practice enables the company to introduce more
effective internal controls suitable to the changing nature of business operations, improve performance
and also provide an opportunity to increase stakeholders'' understanding of the key activities and policies
of the organization.

In line with Regulation 15(2) of the Listing Regulations, the provisions of Corporate Governance shall not
apply in respect of the following class of the Companies.

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding
Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange. Since, our Company falls in

the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall
not apply to the Company and it does not form the part of the Annual Report for the financial year 2024¬
25.

29. 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.

30. AUDITORS 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 13^th Annual General Meeting (AGM)
of the Company held on 25^th July,2024 to hold office for 5 years i.e. FY 2024-25 to 2028-29, i.e until the
conclusion of the Annual General Meeting to be held in the year 2029.

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. Gaurav Bachani & 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 - III to this Report.

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.

31. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was held
on 2^nd April,2024, 22^nd May,2024, 28^th May, 2025, 10^th October,2024, 25^th October,2024, 12^th
November,2024.

The composition of the Audit Committee and terms of reference are in compliance with the provisions of
Section 177 of the Act. All members of the Committee are financially literate and have accounting or related
financial management expertise.

The Terms of reference broadly includes the following:

(i) the recommendation for appointment, remuneration and terms of appointment of auditors of the
company;

(ii) review and monitor the auditor''s independence and performance, and effectiveness of audit
process;

(iii) examination of the financial statement and the auditors'' report thereon;

(iv) approval or any subsequent modification of transactions of the company with related parties;

(v) scrutiny of inter-corporate loans and investments;

(vi) valuation of undertakings or assets of the company, wherever it is necessary;

(vii) evaluation of internal financial controls and risk management systems;

(viii) monitoring the end use of funds raised through public offers and related matters.

Audit Committee was reconstituted on 2^nd April,2024 as under:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Kunjal JayantkumarSoni	Chairman	4	4
Drashtiben Prafulbhai Dedaniya	Member	6	6
Jigar Dineshkumar Pandya	Member	3	3

Pursuant to Resignation of Mr. Jigar Dineshkumar Pandya, Audit Committee was reconstituted on 28^th
May,2024:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Kunjal JayantkumarSoni	Chairman	4	4
Drashtiben Prafulbhai Dedaniya	Member	6	6
Maharshi Jigar Pandya	Member	3	3

Pursuant to Resignation of Mr. Kunjal Jayantkumar Soni, Audit Committee was reconstituted on 10^th
October, 2024 as under:

Name	Status	o. of the Committee Meetings entitled	No. of the Committee Meetings attended
Manish Bachani	Chairman	3	3
Drashtiben Prafulbhai Dedaniya	Member	6	6
Maharshi Jigar Pandya	Member	3	3

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 2^nd April,2024, 1^st May,2024 and 28^th May,2024, 10^th October,2024.

The composition of the Nomination and Remuneration Committee and terms of reference are in
compliance with the provisions of Section 178 of the Act.

The salient features of the policy and changes therein, if any, along with the web address of the policy, is
www.scarnose.in

The Nomination and Remuneration Policy of the Company contains the guidelines on Directors''
appointment and remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under Section 178(3).

Nomination and Remuneration Committee was reconstituted on 2^nd April, 2024 as under:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Drashtiben Prafulbhai Dedaniya	Chairman	4	4
Kunjal JayantkumarSoni	Member	4	4
Jigar Dineshkumar Pandya	Member	3	3

Pursuant to Resignation of Mr. Jigar Dineshkumar Pandya, Nomination and Remuneration Committee
was reconstituted on 28^th May,2024:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Drashtiben Prafulbhai Dedaniya	Chairman	4	4
Kunjal JayantkumarSoni	Member	4	4
Maharshi Jigar Pandya	Member	1	1

Pursuant to Resignation of Mr. Kunjal Jayantkumar Soni , Nomination and Remuneration Committee was
reconstituted on 10^th October, 2024, as under:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Drashtiben Prafulbhai Dedaniya	Chairman	4	4
Manish Bachani	Member	NA	NA
Maharshi Jigar Pandya	Member	1	1

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 2^nd April,2024, 28^th May,2024 and 10^th October,2024.

Terms of reference, Role and Powers

The Company has adopted terms of reference and role of Stakeholders Relationship Committee as per
Section 178 the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of SEBI (LODR)
Regulations, 2015.

Role of Stakeholders Relationship Committee:

1.Resolving the grievances of the security holders of the Company including complaints related to
transfer / transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue

of new / duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the Company in respect of various services
being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the Company for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants / annual reports / statutory
notices by the shareholders of the Company.

Stakeholders'' Relationship Committee was reconstituted on 2^nd April,2024 as under:

Name	Status	Jo. of the Committee Meetings entitled	No. of the Committee Meetings attended
Drashtiben Prafulbhai Dedaniya	Chairman	3	3
Kunjal JayantkumarSoni	Member	3	3
igar Dineshkumar Pandya	Member	2	2

Pursuant to Resignation of Mr. Jigar Dineshkumar Pandya, Stakeholders'' Relationship Committee was
reconstituted on 28^th May,2024:

Name	Status	o. of the Committee Meetings entitled	No. of the Committee Meetings attended
Drashtiben Prafulbhai Dedaniya	Chairman	3	3
Kunjal JayantkumarSoni	Member	3	3
Maharshi Jigar Pandya	Member	1	1

Pursuant to Resignation of Mr. Kunjal Jayantkumar Soni, Stakeholders'' Relationship Committee was
reconstituted on 10^th October, 2024 as under:

Name	Status	o. of the Committee Meetings entitled	No. of the Committee Meetings attended
Drashtiben Prafulbhai Dedaniya	Chairman	3	3
Manish Bachani	Member	NA	NA
Maharshi Jigar Pandya	Member	1	1

32. INDEPENDENT DIRECTOR:

Separate meeting of the Independent Directors of the Company were held on 25^th October,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.

33. 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: INE0IXR01019. Presently shares are held in electronic and physical mode.

34. 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.

35. 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.

36. 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 25^th October,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.

37. 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:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s.
Gaurav Bachani & Associates, Company Secretaries, Ahmedabad, as a Secretarial Auditor of the Company
to conduct Secretarial Audit for the Financial Year 2024-25.

The report of the Secretarial auditor has not made any adverse remark in their Audit Report except:

a) The Company''s Status is reflected as ''SDD Non-compliant'' on the BSE Portal.

Reply: The Company has duly provided records demonstrating its compliance with the SDD
requirements. Furthermore, the Company is in communication with the Exchange to resolve the said
technical matter, and necessary steps are being taken to rectify the status at the earliest.

38. 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 www.scarnose.in

39. 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.

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

a. number of complaints filed 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

40. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT 1961:

Pursuant to the provisions of Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Board of
Directors hereby states that Disclosure under Maternity Benefit Act 1961 does not apply to our Company
as number of employees are less than 10.

41. 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.

42. 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.

43. 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.

44. OTHER DISCLOSURES:

> Change in Registered Office:

During the year under review, the Company shifted its registered office from 503, Sun Square, Nr. Hotel
Nest, Off. C.G. Road Navrangpura, Ahmedabad, Gujarat-380006 to Surbhi Complex, Shop No. 202, 2nd Floor,
Opp. Jaynath Petrol Pump, Gondal Road, Rajkot-360002 Gujarat, India i.e. outside the local limits of city,
town or village but within the same state i.e. within the State of Gujarat.”

It was duly approved by the shareholders vide Special resolution passed at the Annual General Meeting
(AGM) held on 25^th July, 2024. in compliance with Section 12 of the Companies Act, 2013.

> Change in Website Address:

The Company''s website address was changed from www.scarnose.com to www.scarnose.in. The new
website complies with the disclosure requirements prescribed under the SEBI (LODR) Regulations, 2015
and is regularly updated with relevant information for investors and stakeholders.

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

Surbhi Complex, Shop No.2, 2nd Floor, Scarnose International Limited

Opp.Jaynath Petrol Pump, Gondal Road,

Rajkot Udyognagar, Rajkot, Rajkot,

Gujarat, India, 360002

Sd/- Sd/-

I Shraddha Dev Pandya Maharshi Jigar Pandya

Da^at^ce^e:2B^/j0B°/2025 MlNnag9n2“ DlN^l**

---

Mar 31, 2024

The director’s are pleased to present the 13 ^th Annual Report of the Company covering the operating and financial performance together with the Audited Standalone Financial Statements and the Auditors’ Report thereon for the Financial Year ended on March 31, 2024.

FINANCIAL RESULTS AND OPERATIONS REVIEW:

The financial highlights of the Company during the period ended March 31, 2024 are as below:

(Rs. in Lakhs)
Particulars	Financial Year 2023-24	Financial Year 2022-23
Revenue from operations (Net)	1386.34	4,106.93
Other income	28.04	18.08
Total Revenue	1414.38	4,125.01
Profit/loss before depreciation, Finance, Costs, Exceptional items and Tax Expense	2.44	10.4
Less: Depreciation expense	0.97	2.97
Profit/loss before Finance, Costs, Exceptional items and Tax Expense	1.47	7.43
Less: Finance costs	0.03	1.73
Profit/Loss before Exceptional Items, Extraordinary Items and Tax Expense	1.44	5.70
Less: Exceptional Items	0	0
Profit/Loss before Extraordinary Items	1.44	5.70
Less: Extraordinary Items	0	0
Profit/ (Loss) before tax	1.44	5 .70
Less: Tax expense:
(a) Current tax expense	0.50	2.22
(b) Deferred tax	0.01	(0.86)
Profit / (Loss) for the year	0.93	4.34

During the year under review on the basis of Financial Statement the Company’s revenue from operations during the financial year ended 31^st March, 2024 were 1386.34 ?/- (in Lakhs) as against ?4,106.93/-(in Lakhs) of the previous year representing decrease of approximately about 66.24 % over the corresponding period of the current year with total expenses of 1412.94 ?/-(in Lakhs) as against (previous year of ?4,119.32/-(in Lakhs)). The company has made profit before Exceptional Items, Extraordinary Items and Tax Expense of ? 1.44 /-(in Lakhs) as against profit of ?5.70/-(in Lakhs) in the previous year. The Company has made Net Profit of ?0.93/-(in Lakhs) as against ?4.34/-(in Lakhs) of the previous year representing decrease of approximately about 78.57% over the corresponding period of the previous year.

The EPS of the Company for the year 2023-24 is 0.03.

DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the company’s dividend distribution policy, has decided it would be prudent, not to recommend any Dividend for the year ended on 31^st March, 2024and the entire surplus be ploughed back to the business to meet the needs for additional finance for capital expenditure.

TRANSFER TO RESERVES

During the year under review, Company has not transferred any amount to reserves.

SHARE CAPITAL

During the year under review the Company has not made changes in the share capital as on 31^st March, 2024.The details of the same are mentioned below:

Authorised Share Capital:

The present Authorized Capital of the Company is ?3,50,00,000 /- divided into 35,00,000 Equity Shares of?10/-each. During the year under review the Company has not made any changes in the share capital of the company i.e. as on 31^st March, 2024.

Paid Up Share Capital:

The present paid-up capital of the Company is ?3,15,01,500/- divided into 31,50,150 Equity Shares of ? 10/- each. During the year under review the Company has not made any changes in the share capital of the company i.e. as on 31^st March, 2024.

Alteration of Memorandum of Association:

During the year under review the Company has not made any changes in the Memorandum of Association of the company.

Alteration of Articles of Association:

During the year under review the Company has not made any changes in the Articles of Association of the company. STATE OF COMPANY AFFAIRS

During the year under review, company made Total Income of ? 1414.38/-(in Lakhs) as against ?4125.01/-(in Lakhs) in the previous year. The company has made Profit before depreciation, Finance, Costs, Exceptional items and Tax Expense of ?2.44 /-(in Lakhs) as against profit of ?5.70/-(in Lakhs) in the previous year in the financial statement.

The Company made net profit of ? 0.93/- (in Lakhs) as against ?4.34/- (in Lakhs) in the previous year in the financial statement.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

On November 10, 2023, the Company promoters Mr. Vimalkumar Mishrilal Shah and Mr. Hitesh Surendrakumar Loonia has entered into Share Purchase Agreement with Ms. Devi Dineshbhai Pandya, Mr. Dev Dineshbhai Pandya and Mr. Jigar Dineshkumar Pandya (collectively known as Acquirers) for sell/transfer their entire stake in the Company 19,50,000 Equity Shares fully paid-up equity shares of face-value of Rs.10/- each constituting 61.90% of the Equity Share Capital of the Company.

Consequently, an open offer in terms of Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations, 2011 was made by the Acquirers to acquire upto 26% of the total voting shares of the Company from public shareholders in terms of Letter of offer dated February 06,2024.

Open Offer for the acquisition of 8,20,000 (Eight Lakhs Twenty Thousand) Fully Paid-Up Equity Shares of the face value of Rs. l0/- each, representing 26.03% of the total Equity and voting Share Capital of the Scarnose International Limited (*SIL'') by Ms. Devi Dineshbhai Pandya ("Acquirer No. 1"), Mr. Dev Dineshbhai Pandya (Acquirer No. 2), and Mr. Jigar Dineshkumar Pandya (Acquirer No. 3) pursuant to and in compliance with Regulation 3 & 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,2011.

LISTING WITH STOCK EXCHANGE

The Company has paid requisite annual listing fees to BSE Limited (BSE) where its securities are listed.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the Section 124 applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all the unpaid or unclaimed dividends are required to be transferred to the IEPF established by the Central Government, upon completion of seven (7) years.

Further, according to the Investor Education & Protection Fund ("IEPF") Rules, the shares in respect of which dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more shall also be transferred to the demat account created by the IEPF Authority.

Your Company does not have any unpaid or unclaimed dividend or shares relating thereto which is required to be transferred to the IEPF as on the date of this Report.

DEPOSITS

During the year under review, the Company has neither invited nor accepted any deposits from the public under Section 76 and Chapter V of the Companies Act, 2013 and rules made thereunder.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company in terms of Companies Act, 2013. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS Appointment/ Re-Appointment

During the year under review following Directors were appointed as follows:

DIN	Name	Designation	Change
07905073	Mr. Dev Dineshbhai Pandya	Director- Executive	Appoinment w.e.f 26th March, 2024

10219807	Ms. Drashtiben Prafulbhai Dedaniya	Independent Director	Appoinment w.e.f 26th March, 2024
07905076	Mr. Jigar Dineshkumar Pandya	Director - Non-executive	Appoinment w.e.f 26th March, 2024

Cessation

During the year under review following Directors were resigned which are mentioned below:

DIN	Name	Designation	Change
09344746	Mr.Hemal Patel	Independent Director	Resignation w.e.f 29th March, 2024
09356713	Ms.Dakshita Dadhich	Director - Non -Executive	Resignation w.e.f 29th March, 2024

Retire by Rotation

As per the provisions of Section 152 of the Companies Act, 2013, Ms. Maharshi Jigar Pandya (DIN: 09621936) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

Your Directors recommended her re-appointment on recommendation made by the Nomination and Remuneration Committee.

Independent Directors

Ms. Drashtiben Prafulbhai Dedaniya (DIN: 10219807) holds office as a Non-Executive Independent Director of the Company with effect from 26^th March, 2024 for the period of 5 years who is not liable for retire by rotation.

Mr. Kunjal Jayantkumar Soni (DIN: 08160838) holds office as a Non-Executive Independent Director of the Company with effect from 06^th May,2021for the period of 5 years who is not liable for retire by rotation.

APPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONNEL

During the year under review Ms. Ankit Vivekumar Shah was resigned as Company Secretary and Compliance Officer w.e.f 12^th January, 2024 and Ms. Sanjana Parmar was resigned as CFO w.e.f 29^th March,2024.

The Key Managerial Perssonel as on 31^st March,2024:

Name	Designation
Mr. Vimalkumar Mishrilal Shah	Managing Director

Further Ms. Heli Jitendrabhai Modi has been appointed as Company secretary as well as Compliance officer with effect from 01^st May 2024.

DECLARATIONS OF INDEPENDENT DIRECTORS

The Company has received declarations pursuant to Section 149(7) of the Companies Act, 2013 from each of its Non-Executive and Independent Directors to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, Regulation 16(1)(b) and Regulation 25 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “Listing Regulations”). These declarations have been placed before and noted by the Board.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors to the best of its knowledge and ability, confirm that:

(a) In the preparation of the annual accounts for the financial year ended on March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2024and of the profit of the Company for that period;

(c) They 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) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

COMPOSITION OF BOARD AND VARIOUS COMMITTEES AND THEIR MEETINGS

The Board of Directors along with its Committees provide leadership and guidance to the Management and directs and supervises the performance of the Company, thereby enhancing stakeholder value.

BOARD OF DIRECTORS:

The Board has a fiduciary relationship in ensuring that the rights of all stakeholders are protected. The Board of Scarnose International Limited comprises of Executive (Whole-Time) and Non-Executive Directors. Independent Directors are eminent persons with proven record in diverse areas like business, accounting, marketing, technology, finance, economics, administration, etc. The composition of Board of Directors represents optimal mix of professionalism, qualification, knowledge, skill sets, track record, integrity, expertise and diversity. The Board of Directors as on March 31, 2024, comprised of 5 Directors, out of which 1was Executive Director ("ED") (MD & Chairman), and 1 were Executive Director (“ED”) and 1 were Non-Executive Directors ("NEDs") and 2 Independent Directors ("IDs"). Detailed profile of our Directors is available on our website at www.scarnose.com.

Composition of Board:

Sr. No.	Name of Director	Category	Designation
1.	Mr. Vimalkumar Mishrilal Shah	Executive Director	Managing Director & Chairman
2.	Mr. Kunjal Jayant Kumar Soni	Non-Executive Director	Independent Director
3.	Ms. Dakshita Dadhich	Non-Executive Director	Director
5.	Mr. Hemal Patel	Non-Executive Director	Independent Director
6.	Mr. Dev Dineshbhai Pandya	Executive Director	Director

7	Ms. Drashtiben Prafulbhai Dedaniya	Non-Executive Director	Independent Director
8	Mr. Jigar Dineshkumar Pandya	Non-executive Director	Independent Director

*Mr. Dev Dineshbhai Pandya (Additional Executive Director), Ms. Drashtiben Prafulbhai Dedaniya (Additional Independent Non-Executive Director) and Mr. Jigar Dineshkumar Pandya (Additional NonExecutive Director) appointed by Board of Directors on 26^th March, 2024.

Mr. Hemal Patel (Independent Non-Executive Director) and Ms. Dakshita Dadhich (Non-Executive Director) has resigned from the Board w.e.f. 29^th March, 2024.

Board Meetings:

The Board of Directors duly met 8times at regular intervals during the mentioned financial year and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013 and Listing Regulations. The dates on which meetings were held are as follows:

Date of Meeting	Name of the Directors
	Vimalkumar Shah	Kunjal Soni	Hemal Patel	Dakshita Dadich
28/04/2023	Yes	Yes	Yes	Yes
29/05/2023	Yes	Yes	Yes	Yes
18/08/2023	Yes	Yes	Yes	Yes
18/09/2023	Yes	Yes	Yes	Yes
08/11/2023	Yes	Yes	Yes	Yes
12/01/2024	Yes	Yes	Yes	Yes
07/02/2024	Yes	Yes	Ye	Yes
26/03/2024	Yes	Yes	Yes	Yes
No of Board Meeting attended	8/8	8/8	8/8	8/8

In terms of the provisions of the Schedule IV of the Companies Act, 2013 and Regulation 25 (3) of the Listing Regulations, the Independent Directors of the Company shall meet at least once in a year, without the presence of Executive Directors and members of Management. During the financial year, the Meetings of Independent Directors was held in following manner:

Date of the Meeting	Name of the Director
04/03/2024	Mr. Kunjal Soni	Mr. Hemal Patel
Number of Independent Directors attended during the year	01/01	01/01

AUDIT COMMITTEE:

The Audit Committee has been constituted by the Board in compliance with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The board of directors has entrusted the Audit Committee with the responsibility to supervise these processes and ensure accurate and timely disclosures that maintain the transparency, integrity and quality of financial control and reporting.

The Company Secretary acts as the Secretary to the Committee. The internal auditor reports functionally to the Audit Committee. The Chief Financial Officer of the Company also attends the meetings as invitee.

Sr. No.	Name of Director	Designation	Nature of Directorship
1.	Mr. Kunjal Jayantkumar Soni	Chairman	Non-Executive Independent Director
2.	Mr.Hemal Patel	Member	Non-Executive Independent Director
3.	Mr. Shah Vimalkumar Mishrilal	Member	Managing Director

However the Audit Committee was reconstituted with effective from 02^nd April, 2024 which are mentioned below: Changed Composition of Audit Committee:

Sr. No.	Name of Director	Designation	Nature of Directorship
1.	Mr. Kunjal JayantkumarSoni	Chairman	Non-Executive Independent Director
2.	Ms. Drashtiben Prafulbhai Dedaniya	Member	Non-Executive Independent Director
3.	Mr. Jigar Dineshkumar Pandya	Member	Non-Executive Independent Director

In terms of the provisions of the Regulation 18(2)(a) of the Listing Regulations, the Audit Committee of the Company shall meet at least four times in a year and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meetings of Audit committee was held in following manner:

Date of Meeting	Name of Director
	Mr. Kunjal Jayantkumar Soni	Mr. Hemal Patel	Mr. Vimalkumar Shah
29/05/2023	Yes	Yes	Yes
18/08/2023	Yes	Yes	Yes
08/11/2023	Yes	Yes	Yes
07/02/2024	Yes	Yes	Yes
Number of Audit Committee Meetings attended during the year	04/04	04/04	04/04

Financial Reporting and Related Processes:

? Oversight of the Company‘s financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

? Reviewing with the Management, Audited Annual Financial Statements and Auditor’s Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgment by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

? Review the Management Discussion & Analysis of financial and operational performance.

? Discuss with the Statutory Auditors its judgment about the quality and appropriateness of the Company‘s accounting principles with reference to the Accounting Standard (AS).

All the Members of the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee (NRC) consist majority of Independent Directors. The Nomination and Remuneration Committee has been constituted by the Board in compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations. The board of directors has entrusted the Nomination and Remuneration Committee with the responsibility to formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel.

Sr. No.	Name of Director	Designation	Nature of Directorship
1.	Mr. Hemal Patel	Chairman	Non-Executive Independent Director
2.	Mr. Kunjal Jayantkumar Soni	Member	Non-Executive Independent Director
3.	Ms. Dakshita Dadhich	Member	Non-Executive Director

However the Nomination and Remuneration Committee was reconstituted with effective from 02^nd April, 2024 which are mentioned below:

Changed Composition of Nomination and Remuneration Committee:

Sr. No.	Name of Director	Designation	Nature of Directorship
1.	Ms. Drashtiben Dedaniya	Chairman	Non-Executive Independent Director
2.	Mr. Kunjal Jayantkumar Soni	Member	Non-Executive Independent Director
3.	Mr. Jigar Dineshkumar Pandya	Member	Non-Executive Director

Nomination and Remuneration Committee Meeting:

In terms of the provisions of the Regulation 19 (3A) of the Listing Regulations, the Nomination and Remuneration Committee of the Company shall meet at least once in a year and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meetings of Nomination and Remuneration Committee was held in following manner:

Date of Meeting	Name of Director
	Mr. Kunjal Jayantkumar Soni	Ms. Hemal Patel	Ms. Dakshita Dadhich
12/01/2024	Yes	Yes	Yes
26/03/2024	Yes	Yes	Yes
Number of NRC Meetings attended during the year	02/02	02/02	02/02

The terms of reference of the Committee inter alia, include the following:

? Succession planning of the Board of Directors and Senior Management Employees;

? Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

? Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

? Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

? Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.

STAKEHOLDER’S RELATIONSHIP COMMITTEE:

The Stakeholders’ Relationship Committee ("SRC") considers and resolves the grievances of our shareholders, including complaints relating to non-receipt of annual report, transfer and transmission of securities, non-receipt of dividends/interests and such other grievances as may be raised by the security holders from time to time.

Sr. No.	Name of Director	Designation	Nature of Directorship
1.	Mr. Hemal Patel	Chairman	Non-Executive Independent Director
2.	Mr. Kunjal Jayantkumar Soni	Member	Non-Executive Independent Director
3.	Ms. Dakshita Dadhich	Member	Non-Executive Director

However the Stakeholders’ Relationship Committee was reconstituted with effective from 02^nd April, 2024 which are mentioned below:

Changed Composition of Stakeholders’ Relationship Committee:

Sr. No.	Name of Director	Designation	Nature of Directorship
1.	Ms. Drashtiben Dedaniya	Chairman	Non-Executive Independent Director
2.	Mr. KunjalJayantkumarSoni	Member	Non-Executive Independent Director
3.	Mr. JigarDineshkumar Pandya	Member	Non-Executive Director

Stakeholders’ Relationship Committee Meeting:

In terms of the provisions of the Regulation 20 (3A) of the Listing Regulations, the Stakeholders’ Relationship Committee of the Company shall meet at least once in a year and in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. During the financial year, the Meetings of Stakeholders’ Relationship Committee was held in following manner:

Date of Meeting	Name of Director
	Mr. KunjalJayantkumarSo ni	Ms. Hemal Patel	Ms. Dakshita Dadhich
06/04/2023	Yes	Yes	Yes
05/07/2023	Yes	Yes	Yes
13/10/2023	Yes	Yes	Yes
24/01/2024	Yes	Yes	Yes
Number of SRC Meetings attended during the year	04/04	04/04	04/04

The terms of reference of the Committee are:

? Transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;

? Issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;

? Issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;

? To approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;

? To authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

? Monitoring expeditious redressal of investors / stakeholders grievances;

? All other matters incidental or related to shares, debenture.

During the year, the Company has given disclosure for Investor Complaints of last two quarters on Stock Exchange and no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as on March 31, 2024.

Heli Jitendrabhai Modi, Company Secretary of the Company is the Compliance Officer.

DETAILS OF FRAUD REPORTING BY AUDITOR

During the year under review, there were no frauds reported by the auditors to the Board under section 143(12) of the Companies Act, 2013.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company has formed Nomination and Remuneration Committee in terms of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations which has framed Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other Employees which sets out criteria for the remuneration of Directors, Key Managerial Personal (‘KMP’) and other employees so as to attract, retain and reward talent who will contribute to our long-term success and thereby build value for the shareholders. The Committee reviews and recommend to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below of Key Managerial Personnel. The Company does not pay any remuneration to the Non-Executive Directors of the Company other than sitting fee for attending the Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive Directors is governed under the relevant provisions of the Act and approvals.

The Company has devised the Nomination and Remuneration Policy for the appointment, re-appointment and remuneration of Directors, Key Managerial. The Nomination and Remuneration Policy is also available on the website of the Company www.scarnose.com /in the head of Policies.

For Board of Directors and Senior Management Group, the Board of Directors of the Company has laid down a code of conduct for all the Board Members and Senior Management Group of the Company. The main object of the Code is to set a benchmark for the Company’s commitment to values and ethical business conduct and practices. Its purpose is to conduct the business of the Company in accordance with its value systems, fair and ethical practices, applicable laws, rules and regulations. Further, the Code provides for the highest standard of professional integrity while discharging the duties and to promote and demonstrate professionalism in the Company.

All the Board Members and Senior Management Group of the Company have affirmed compliance with the code of conduct for the financial year ended on March 31, 2024 as required by Regulation 26(3) of the Listing Regulations. A declaration signed by the Chairman & Managing Director to this effect is attached as a part of this Annual Report. The code of conduct is also available on the website of the Company www.scarnose.com.

FOR PREVENTION OF INSIDER TRADING

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 came into effect from May 15, 2015 to put in place a framework for prohibition of insider trading in securities and to strengthen the legal framework thereof. Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted

? Code of Practices for Prevention of Insider Trading and

? Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“Code of Fair Disclosure”) of the Company.

The Code of Practices for Prevention of Insider Trading and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the website of the Company www.scarnose.com

Further, pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them on the consequence of non-compliances. The Company Secretary has been appointed as a Compliance Officer and is responsible for monitoring adherence to the Code. The code of conduct to regulate, monitor and report trading by insiders is also available on the website of the Company www.scarnose.com

VIGIL MECHANISM

The Company has established a Vigil Mechanism/ Whistle-blower policy in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. The Company is committed to principles of professional integrity and ethical behavior in the conduct of its affairs. The Whistle-blower Policy provides for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committeeto report actual or suspected unethical behavior, fraud or violation of the Company’s Code of Conduct/ ethics/ principles and matters specified in the Policy.

The Company affirms that in compliance with the Whistle-Blower Policy/ Vigil Mechanism no personnel has been denied access to the Audit Committee. The Compliance officer and Audit Committee is mandated to receive the complaints under this policy. The Board on a yearly basis is presented an update on the whistleblower policy. Whistle Blower policy is available on the website of the Company at www.scarnose.comThe Policy ensures complete protection to the whistle-blower and follows a zero tolerance approach to retaliation or unfair treatment against the whistle-blower and all others who report any concern under this Policy.

During the year under review, the Company did not receive any complaint of any fraud, misfeasance etc. The Company’s WhistleBlower Policy (Vigil Mechanism) has also been amended to make employees aware of the existence of policies and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information to enable them to report on leakages, if any of such information.

BOARD EVALUATION

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors,

including Independent Directors. The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors.

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 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:

1. For Non-Executive & Independent Directors:

? Knowledge

? Professional Conduct

? Comply Secretarial Standard issued by ICSI Duties,

? Role and functions

2. 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

RISK MANAGEMENT POLICY

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/mitigating the same.

The Company has framed a formal Risk Management Policy for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control which is also available on our website www.scarnose.com.The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

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

Your Company provides equal opportunities and is committed to creating a healthy working environment that enables our Minds to work with equality and without fear of discrimination, prejudice, gender bias or any form of harassment at work place. Your Company has in place Prevention of Sexual Harassment (POSH) policy in accordance with the requirements of the Sexual Harassment of Women at WorkPlace (Prevention, Prohibition and Redressal) Act, 2013 which is also available on our website www.scarnose.com

AUDITORSSTATUTORY AUDITORS:

In the 12^thAnnual General Meeting (AGM) held on 18^th September, 2023 M/s. S V J K& Associates, Chartered Accountants (Firm Registration Number 135182W), were appointed as statutory auditors of the Company to hold office for a term of 5 (five) consecutive years until the conclusion of the Annual General Meeting of the Company to be held in the year 2028. M/s S V J K& Associates, Chartered Accountants (Firm Registration Number 135182W), has resigned as Statutory Auditors of the Company with effect from 22^nd May,2024, due to recent changes in the Management.

The Auditors ’ Report for the financial year ended on March 31, 2024 have been provided in “Financial Statements” forming part of this Annual Report.

The report of the Statutory Auditor does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditor’s Report are self-explanatory and therefore do not call for any further comments.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Prachi Bansal and Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for the financial year ended on March 31, 2024. The Secretarial Audit Report in Form MR-3 for the financial year ended on March 31, 2024is attached as Annexure -II to the Directors’ Report and forming part of this Annual Report.

The report of the Secretarial auditor have not made any adverse remark in their Audit Report except:

a) The Company has not complied with requirement of SDD as per Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

Reply: We acknowledge the concern regarding the Company’s non-compliance with the requirement SDD as per Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and but we are maintain internal System segregate UPSI data from other data along with the Password Requirement.

b) The Company has not appointed Company Secretary as per the requirement under Regulation 6(1A) of SEBI (LODR) Regulations after the resignation of company secretary from 12^th January, 2024.

Reply:The Company has appointed Company Secretary Ms.Heli Jitendrabhai Modi on 01^st May,2024 and has complied the same.

c) The Company has given the disclosure under Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended on 30^th September, 2023 to the stock exchange beyond 30 days from the end of the Quarter.

Reply: We regret the delay in submitting the disclosure under Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, for the quarter ended 30^th September, 2023 but we have submitted the required disclosure to the stock exchange to upload the transparency and accountability.

d) The Company has given the disclosure under Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended on 30^th September, 2023 to the stock exchange beyond 15 days from the end of the Quarter.

Reply: We regret the delay in submitting the disclosure under Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018, for the quarter ended 30^th September, 2023 but we have submitted the required disclosure to the stock exchange to uphold the transparency and accountability.

e) The Company has given the disclosure under Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for the quarter ended on 30th September, 2023 to the stock exchange beyond 21 days from the end of the Quarter.

Reply: We regret the delay in submitting the disclosure under Regulation 3(5) and 3(6) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, for the quarter ended 30^th September, 2023 but we have submitted the required disclosure to the stock exchange to uphold the transparency and accountability.

f) The Company has not make disclosure of under Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 for the quarter ended on 31st December, 2023.

Reply: We regret the delay in submitting the disclosure under Regulation 3(5) and 3(6) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, for the quarter ended 31st December, 2023 but we have submitted the required disclosure to the stock exchange to uphold the transparency and accountability.

g) The Company has not filed XML of Prior Intimation of the notice of the Board Meeting held on 08th November, 2023 to the stock exchange.

Reply: We regret that the XML file of Prior Intimation for the notice of the Board Meeting held on 8^th November, 2023, was not filed with the stock exchange as required and but we will assure that XML file will be submitted and make sure that it will not happen in future.

h) The Company has not filed XML of Annual Report of the AGM held on 18^th September, 2023 to the stock exchange.

Reply: We regret that the XML file of Annual Report of the AGM held on 18^th September, 2023 was not filed with the stock exchange as required but we will assure that XML file will be submitted and make sure that it will not happen in future.

DIRECTORS’ RESPONSE ON AUDITORS’ QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMER MADE

There is a no qualification or Disclaimer of Opinion in the Auditor’s Report on the Financial Statements to the shareholders of the Company made by the Statutory Auditors in their Auditors.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with Secretarial standards and its provisions and is in compliance with the same.

ANNUAL RETURN

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, The annual return in Form No.MGT-7 for the financial year 202324 will be available on the website of the Company (www.scarnose.com). The due date for filing annual return for the financial year 2023-24 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the website of the Company (www.scarnose.com) as is required in terms of Section 92(3) of the Companies Act, 2013.

CORPORATE GOVERNANCE REPORT

As per the Regulation 15 (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicability of Corporate Governance shall not be mandatory for companies having listed on SME Platform. Since our company has registered on SME platform the requirement of the Corporate Governance has not applicable to us.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) read with Schedule V Part B of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") is annexed herewith as Annexure I.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT UNDER SECTION 186 OF COMPANIES ACT, 2013

Particulars of Investment and Loans given by the Company, during the year under review are as mentioned in the Notes 11 and 12 forming part of the Financial Statements. The Company has not given any guarantee and provided security under Section 186 of the Companies Act, 2013 during the year under review.

LOANS FROM DIRECTOR/ RELATIVE OF DIRECTOR

The balances of monies accepted by the Company from Directors/ relatives of Directors at the beginning of the year were ?0.32 /- (in Lakhs) and at the close of year were Nil.

The Funds has been given out of Directors own Funds and is not being given out of funds acquired by borrowing from others.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered during the financial year ended on 31^stMarch, 2024were 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 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 Section134(3)(h) of the Act in Form AOC 2 are given in Annexure III of this Director Report for the F.Y 2023-24.

Details of other related party transactions have been included in Point 28 of Significant Account Policies to the standalone financial statements.

The Policy on the Related Party Transactions is available on the Company’s website at www.scarnose.com INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has laid down the set of standards, processes and structure which enables to implement internal financial control across the Organization and ensure that the same are adequate and operating effectively. To maintain the objectivity and independence of Internal Audit, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with the operating systems, accounting procedures and policies of the Company. Based on the report of Internal Auditor, the Company undertake the corrective action in their respective areas and thereby strengthen the Control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

Name	Ratio to median remuneration	% increase in remuneration in the financial year
Executive Director
Vimalkumar Mishrilal Shah	230.22	NIL
Chief Financial Officer
Sanjana Parmar	107.91	NIL
Company Secretary
Ankita Vivekkumar Shah	64.75	NIL

2. The percentage increase in the median remuneration of employees in the financial year: The median remuneration of the employees in current financial year was decrease by 2.80% over the previous financial year.

3. The number of permanent employees on the rolls of Company: 2

4. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

5. The Average 32.03% decrease was made in salary of employees. The remuneration paid to executive directors were within the limit as per approved by the shareholders of the Company.

6. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms that the remuneration is as per the remuneration policy of the Company.

The statement containing names of top five employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by the provisions of Section 134(3)(m) of the Companies Act,2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 the relevant data pertaining to conservation of Energy, Technology Absorption, Foreign exchange earnings is attached with Annexure IV.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS

During the year under review, there were no significant and/or material orders passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Company’s operations in future.

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.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations read with notification SEBI/LAD-NRO/GN/2015-16/27 dated December 22, 2015, the Business Responsibility Report is to be given only by top 500 listed companies based on market capitalization, therefore the same is not applicable to the Company as on March 31, 2024.

MAINENTANCE OF COST RECORD

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.

DEMATERIALISATION

The Demat activation number allotted to the Company is ISIN INE0IXR01019 . The company is holding its shares in dematerialized form only.

INSOLVENCY AND BANKRUPTCY CODE

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

ACKNOWLEDGMENTS

The Board of Directors greatly appreciates the commitment and dedication of employees at all levels who have contributed to the growth and success of the Company. We also thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.

We also thank the Government of India, Government of Gujarat, Ministry of Commerce and Industry, Ministry of Finance, Customs and Excise Departments, Income Tax Department and all other Government Agencies for their support during the year and look forward to their continued support in future.