Directors Report of Shine Fashions (India) Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the Sixth Annual Report and Audited Statement of accounts of your
Company for the financial year ended on the 31^st day of March, 2025.

1. FINANCIAL RESULTS:

Particulars	For the FY 2024-25	For the FY 2023-24
Revenue from Operations	8045.54	5289.03
Other Income	6.96	3.70
Total Income	8052.50	5292.73
Profit before Depreciation, Financial Expenses and Taxation	937.49	522.81
Depreciation &Amortization	1.66	1.06
Financial Expenses	3.83	3.21
Profit before Taxation	932.00	518.54
Less: Provision for Taxation (current & deferred)	234.76	130.58
Profit after Taxation	697.24	387.96

2. PERFORMANCE OF THE COMPANY:

During the financial year 2024-25, your Company maintained its strategic focus on the import, supply, and trade
of non-woven interlining fabrics, woven fusible interlinings, and microdot fusible interlinings. A strong
commitment to sustainability and responsible resource utilization remained integral to the Company’s
operations. In alignment with evolving market demands, the Company continued to introduce innovative
products, further strengthening its market position and contributing to its sustained growth.

For FY 2024-25, the Company recorded a robust financial performance, generating revenue of Rs. 80.45 crores,
marking a significant increase from Rs. 52.89 crores in FY 2023-24. Consequently, the profit after tax rose to Rs.
6.97 crores, reflecting a growth of 79.64% over the previous year’s profit of Rs. 3.88 crores. The Company
remains confident in its ability to sustain this growth momentum in the coming years.

New Manufacturing Project - Backward Integration Initiative:

In FY 2024-25, the Board of Directors approved the establishment of the Company’s first manufacturing unit for
interlining (technical textile) products—an initiative marking a strategic move towards backward integration.
This project is expected to enhance operational efficiencies and unlock substantial growth opportunities for the
Company. It is noteworthy that, to the best of our knowledge, this initiative represents a first-of-its-kind
manufacturing project in India. The finished product will serve as a significant import substitute, supporting the
nation''s vision for self-reliance in technical textiles. However, the company is facing initial teething troubles in
implementation of the project and the progress is bit slow.

3. CHANGE IN NATURE OF BUSINESS AND CAPITAL STRUCTURE:

> CHANGE IN NATURE OF BUSINESS

There was no change in the nature of Business of the Company during the FY 2024-25.

> CHANGE IN CAPITAL STRUCTURE
Preferential issue of convertible warrants

1. During the Year 2024-25, the Company has issued 5,60,000 warrants, each convertible into, or
exchangeable for, 1 (one) fully paid-up equity share of the Company of face value of Rs. 5/- each
("Warrants”) at a price of Rs. 207/- (Rupees Two Hundred and Seven only) each payable in cash
("Warrants Issue Price”), aggregating up to Rs.11,59,20,000/- (Rupees Eleven Crores Fifty-Nine Lakhs
Twenty Thousand Only), which may be exercised in one or more tranches during the period
commencing from the date of allotment of the Warrants until expiry of 18 (Eighteen) months, to the
proposed allottee(s) consisting of Promoters and Non-promoters category;

2. On 02.09.2024, the Company received In-Principal approval for the issue of 5,60,000 equity shares of Rs.
5/- each at a price not less than Rs. 207/- to promoters and non-promoters on a preferential basis
pursuant to conversion of warrants and allotted the required no. of warrants to the respective
allotteeson 11.09.2024;

3. On 14.11.2024, the Board allotted 1,20,000 equity shares pursuant to conversion of warrants on
preferential basis (FIRST TRANCHE) of Rs. 207/- each (including premium amounting to Rs.202/- each)
and received listing and trading approval from stock Exchange on 04.04.2025 and 22.04.2025
respectively and got the shares listed on the Bombay Stock Exchange (Emerge Platform) w.e.f.
23.04.2025;

4. On 03.02.2025, the Board allotted 90,000 equity shares pursuant to conversion of warrants on
preferential basis (SECOND TRANCHE) of Rs. 207/- each (including premium amounting to Rs.202/-
each) and received listing and trading approval from stock Exchange on 02.05.2025 and 14.05.2025
respectively and got the shares listed on the Bombay Stock Exchange (Emerge Platform) w.e.f.
15.05.2025;

5. After the closure of the Financial year under review, on 06.05.2025, the Board allotted 21,000 equity
shares pursuant to conversion of warrants on preferential basis (THIRD TRANCHE) of Rs. 207/- each
(including premium amounting to Rs.202/- each) and has applied for the listing approval of the same,
which is in process with the stock Exchange.

6. 0n 06.06.2025, the Board allotted 70,000 equity shares pursuant to conversion of warrants on
preferential basis (FOURTH TRANCHE) of Rs. 207/- each (including premium amounting to Rs.202/-
each) whose listing application is yet to be applied.

Other than above there was no change in the capital structure of the company during the year under review.

4. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Your Company has One Subsidiary Company, namely M/s Shinetex Industries Private Limited as on 31^st March,
2025. A report on the performance and financial position of subsidiary Company as per the Act is provided in the
consolidated financial statements. The particulars of the Subsidiary Company have been given under Form AOC-
1, as per Annexure-"A".

5. CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements for the financial year ended on March 31^st, 2025, based on the
financial statements received from Subsidiary Company, as approved by their respective Board of Directors, have
been prepared in accordance with Accounting Standard 21 on ''Consolidated Financial Statements’, notified under
the Act, read with the Accounting Standards Rules, as applicable.

6. TRANSFER TO RESERVES:

During the year under review, the Company does not propose to transfer any amount to the General Reserve for
the FY 2024-25.

7. DIVIDEND:

Your Directors on 06.05.2025, has recommended payment of dividend of 12.50 paisa (Rs. 0.125/-) per equity share
of the face value of Rs. 5/- each fully paid up for the Financial Year 2024-25, which is subject to the approvalof the
shareholders at the ensuing Annual General Meeting of the Company.

8. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, Company was not required to transfer any amount in Investor Education and
Protection Fund account.

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

After the closure of the FY 2024-25, the following changes took place¬
> Conversion of Warrants into Equity Shares

a) on 06.05.2025, the Board allotted 21,000 equity shares pursuant to conversion of warrants on
preferential basis (THIRD TRANCHE) of Rs. 207/- each (including premium amounting to Rs.202/-
each) and has applied for the listing approval of the same, which is in process with the stock
Exchange.

b) 0n 06.06.2025, the Board allotted 70,000 equity shares pursuant to conversion of warrants on
preferential basis (FOURTH TRANCHE) of Rs. 207/- each (including premium amounting to
Rs.202/- each) whose listing application is yet to be applied.

> RECOMMENDATION OF ISSUE OF BONUS SHARES

a) The board in their meeting held on 06.05.2025 has recommended issue and allotment of equity
shares not exceeding 2,35,06,000no. of equity shares of Rs. 5/- (Five) each as fully paid up bonus
shares, to the eligible members of the Company holding equity shares of Rs.5/- (Five) each, whose
names appear in the Register of Members/Beneficial Owners’ position of the Company on such date
("Record Date”) to be fixed by the Company, in the proportion of 7:1 i.e., 7(Seven) new equity share
of Rs.5/- (Five) each for every one (1) existing equity share(s) of Rs.5/- (Five) each held as on the
Record Date.The shareholders are requested to approve the same at the ensuing Annual General
Meeting of the Company.

10. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act,
2013 are given as follows:

Particulars	Name of entity	Amount as on 31.03.2025 (inRs.)	DETAILS
Investments(Equity Shares)	M/s Shinetex Industries Private Limited	50,010/-	Nature of Investment-Non-Current Investment Type of Securities- Equity Shares Percentage Share-holding (direct)- 50.01%
Loans	M/s Shinetex Industries Private Limited	17,32,500/-	Nature of Loan- Unsecured Loan to subsidiary Company) Purpose- For Working Capital of the Company Rate of Interest- NIL Repayment terms- To be repaid by 31.03.2026
Guarantees Securities	NIL

11. PARTICULARS OF RELATED PARTIES TRANSACTIONS UNDER SECTION 188:

All related party transactions that were entered into during the financial year were on arm’s length basis and
were in the ordinary course of the business. There are no materially significant related party transactions made
by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential
conflict with interest of the company at large.Details of the transactions are provided in Form AOC-2 which is
attached as "Annexure-B" to this Report.

12. BOARD MEETINGS HELD DURING THE YEAR:

During the year under review, the Board of Directors of Company met 8 (Eight) times. The details of the Board
Meetings and the attendance of the directors are provided in below table. The intervening gap between the
meetings was within the period prescribed under the Companies Act, 2013.

S.No.	Date of Board Meeting	Board''s Strength	No. of Directors Present
1.	28.05.2024	6	6
2.	13.07.2024	6	6
3.	22.08.2024	6	6
4.	11.09.2024	6	6
5.	14.11.2024	6	6
6.	22.01.2025	6	6
7.	03.02.2025	6	6
8.	28.03.2025	6	6

13. DIRECTORS AND KMP :

• In accordance with the provisions of the Companies Act, 2013, Mrs. Purvi Anil Sanghvi (DIN: 08560154) is
liable to retire by rotation at the ensuing Annual General Meeting, and being eligible offer herself for re¬
appointment.

• Mr. Anish Anil Mehta (DIN-08560153)was re-appointed as the Managing Director of the Company for a
period of 5 (Five) years w.e.f. 02.03.2025.

• The tenure of five years of the Independent Director has been expired recently and they have been requested
to continue in office till reappointment/replacement by the Members in the General Meeting. Accordingly, the
company in its Board meeting has recommended the following, subject to the approval of Members in the
sixth Annual general Meeting of the Company:-

S Re-appointment of Ms. Nikita Dunagrshi Mange (DIN-08712794) and Ms. Nikita Nikhil Rathod (DIN-
08728821), as Independent director for a term of another five years.

S Appointment of Ms. Labdhi Manish Vora(DIN-11155224), as Independent Director of the
Company for a period of five years, in place of Mr. Priyank Ramesh Doshi, who has completed his tenure
of Five Years as Independent Director of the Company.

Other than the above, there was no change in the Directorship of the Company during the year under review. The
existing board of directors continued to provide leadership and oversight in guiding the company''s strategic
direction and decision-making processes. This continuity in directorship reflects the confidence and stability in
the company''s governance structure, ensuring consistency in leadership and management practices.

14. DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB SECTION (6) OF SECTION 149:

Independent Directors have declared that they meet the criteria of Independence in terms of Section 149(6) of the
Companies Act, 2013 and that there is no change in their status of Independence.

CODE OF CONDUCT OF INDEPENDENT DIRECTORS

Independent Directors are the persons who are not related with the company in any manner. A code of conduct is
required for them for their unbiased comments regarding the working of the company. They will follow the code
while imparting in any activity of the company. The policy deals with the code of conduct of the Independent
Directors, their duties and responsibilities towards the company, is available at the website shinefashions.in

15. PERFORMANCE EVALUATION OF BOARD AND DIRECTORS :

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, a structured questionnaire was
prepared after taking into consideration various aspects of the Board’s functioning, composition of the Board and
its Committees, Culture, execution and performance of the specific duties obligations and governance.

The Performance of the Committees and Independent Directors were evaluated by the entire board of Directors
except for the Director being evaluated. The Performance evaluation of the Chairman, Non-Independent
Directors and Board as a Whole was carried out by the Independent Directors. The board of Directors expressed
their Satisfaction with the outcome of evaluation and the process followed thereof.

16. AUDITORS:

The company’s Auditors M/s Thakur VaidyanathAiyar& Co., Chartered Accountants, hold office of Auditors until
the conclusion of 6^thAnnual General Meeting.

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any
further comments and explanations. The Auditors’ Report does not contain any qualification, reservation or
adverse remark. No instances of fraud have been reported by the Statutory Auditors of the Company under
Section 143(12) of the Companies Act, 2013.

Further, after expiration of the term of five consecutive years of the existing Auditor, the Board recommended the
Appointment of M/s Gada Chheda& Co LLP, Chartered Accountants,Mumbai (FRN-W100059) as the Statutory
Auditors of the company for five consecutive Financial years commencing from FY 2025-26 to FY 2029-30,
subject to the approval of Shareholders in the ensuing Annual General Meeting. They have confirmed their
eligibility under section 141 of the Companies Act 2013 and the rules framed there under for appointment as
Auditors of company.

17. INTERNAL AUDITOR :

In accordance with provision of section 138 of the companies act, 2013 and rules made there under, your
company has re-appointed M/s H.M. Sheth & Associates, Chartered Accountants as an internal auditor of the
company and takes their suggestions and recommendation to improve and strengthen the internal control system.

The Internal Audit Report so provided by the internal auditor is placed before the Audit Committee and the
Committee reviewed the same on frequent intervals.

18. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of The Companies Act, 2013 and TheCompanies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed M/s JPS & Associates, Jaipur a
firm of Company Secretaries in Practice to conduct Secretarial Audit of the company for the FY 2024-25. The
Secretarial Audit Report for the Financial Year ended on March 31, 2025 is annexed herewith as Annexure-C.

Observation mentioned in the Secretarial Audit Report:

1. "Entries in SDD software of the company could not be verified in full as the same was deleted due to
computer system failure/ formatted of the Company during the year."

Reply of the Management:In this regard, your Directors clarifies that the SDD Software of the company was
deleted due to computer system failure / formatting of the system of the Company during the year 2023-24.
However, the same was re-installed by the vendor, but the company was unable to archive the old data of the
software.

2. "The Company has not spent the required CSR amount during the FY 2024-25."

Reply of the Management: The Company’s Management was in process of identifying suitable projects for
CSR and wished to make the CSR expenditure in a manner that it should be deployed in its true spirit through
a trust worthy organization. The above process took some time and hence the budgeted funds could not be
spent during the FY 2024-25. The Company is actively engaged in identifying viable projects and is
committed to utilizing the unspent CSR amount in the forthcoming financial year. Additionally, the Company
will ensure compliance with the statutory requirements by depositing the due amount into the specified
funds within the stipulated time frame, as mandated under Section 135of the Companies Act, 2013.

3. "The term of Five Years of three Independent Directors of the company namely Mr. Priyank Ramesh
Doshi (DIN-08712814), Mrs. Nikita Dungarshi Mange (DIN-08712794) and Mrs. Nikita Nikhil Rathod
(DIN- 08728821), was completed in March, 2025"

Reply of the Management:The term of Five Years of three Independent Directors of the company namely
Mr. Priyank Ramesh Doshi (DIN-08712814), Mrs. Nikita Dungarshi Mange (DIN-08712794) and Mrs. Nikita
Nikhil Rathod (DIN- 08728821), was completed in March, 2025. The Company’s Management is in process to
identify suitable candidature for this office and hence they were further requested by the board to continue
in the office till the approval of their reappointment/ replacement by members in the ensuing Annual General
Meeting.

Further, pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2018 and SEBI Circular No. No. SEBI/LAD-NRO/GN/2024/218 dated 12.12.2024, the
Board has recommended appointment of M/s JPS & Associates, Practicing Company Secretaries Firm, Jaipur as
Secretarial Auditors of the Company for five consecutive financial years commencing from FY 2025-26 to FY
2029-30, subject to the approval of Shareholders in the ensuing Annual General Meeting.

19. COMPLIANCE WITH SECRETARIAL STANDARD :

During the year under Report, the Company has complied with the applicable provisions of Secretarial Standards
as issued and notified by The Institute of Company Secretaries of India and approved by the Central Government.

20. WHISTLE BLOWER POLICY/VIGIL MECHANISM :

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and
its Powers) Rules, 2014, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower. This
Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit
Committee and that no complaints were received during the year.Copy of such adopted policy is available on
company website shinefashions.in.

21. RISK MANAGEMENT:

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

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013 :

Your Company has always believed in providing a safe and harassment free workplace for every individual
working in company’s premises through various interventions and practices. The Company always endeavors to
create and provide an environment for all its employees that is free from discrimination and harassment
including sexual harassment.

The Company has constituted an internal Complaint Committee under the act in compliance with The Sexual
Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013to address and prevent
instances of harassment in the workplace.

The composition of the Internal Committee is as follows:

1. Mrs. Binal Anish Mehta (Presiding Officer)

2. Mrs. Purvi Anil Sanghvi (Member)

3. Ms. Dharmi (Member)

4. Ms. Labdhi Manish Vora (External Member)

The Company has submitted its Annual POSH Report to the District Office, Mumbai on31^st January, 2025, in
compliance with statutory requirements.

Further, during the period under review, the Company had not received any complaints on sexual harassment
under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
status is as follows:

Number of cases pending as on the beginning of the financial year	NIL
Number of complaints filed during the financial year	NIL
number of complaints disposed of during the financial year	NIL
number of complaints pending as on end of the financial year	NIL

23. WEBLINK FOR ANNUAL RETURN

As required under Section 92(3) read with section 134(3)(a) of the Companies Act 2013 read with rule 12 of the
Companies (Management and Administration) Rules, 2014 including amendments thereunder, the Annual Return
filed with the Ministry of Corporate Affairs (MCA) for the Financial Year 2024-25 is available on the web-link of
the Company at shinefashions.inand the Annual Return for Financial Year 2024-25 will be made available in the
due course of time after Annual General Meeting.

24. Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and
individualdirectors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of
India(Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners:

1. The performance of the board was evaluated by the board, after seeking inputs from all the directors, on thebasis
of the criteria such as the board composition and structure, effectiveness of board processes, informationand
functioning etc.

2. The performance of the committees was evaluated by the board after seeking inputs from the
committeemembers on the basis of the criteria such as the composition of committees, effectiveness of
committeemeetings, etc.

3. The board and the nomination and remuneration committee reviewed the performance of the individualdirectors
on the basis of the criteria such as the contribution of the individual director to the board andcommittee meetings
like preparedness on the issues to be discussed, meaningful and constructive contributionand inputs in meetings,
etc.

4. In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent
directors,performance of the board as a whole and performance of the chairman, taking into account the views of
executive directors and non-executive directors. Performance evaluation of independent directors was done by
the entireboard, excluding the independent director being evaluated.

25. DEPOSITS:

During the year under review, your Company did not accept or renewed any deposits within the meaning of
provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014 and there remains no unpaid or unclaimed deposit with the
Company at the end of financial year.

However, the company accepted unsecured loans from its directors and in accordance with the provisions of the
rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, details of the same is as follows:-

S.	Name of	Opening Balance	Addition during	Repaid during	Closing Balance as
No.	Director	as on 01.04.2024	the Year	the Year	on 31.03.2025
1.	Anish Anil Mehta	Rs. 53,77,912/-	Rs. 14,50,000/-	Rs. 68,27,912/-	0

26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUCY:

The company has internal control systems which are adequate in the opinion of board of directors.The company
has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from
unauthorized use or disposition and those transactions are authorized recorded and reported correctly.

The internal control system is supplemented by an extensive program of internal and external audits and periodic
review by the management. This system is designed to adequately ensure that financial and other records are
reliable for preparing financial information and other data and for maintaining accountability of assets.

27. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors, Secretarial Auditors and Cost Auditors have not reported
any instances of fraud committed in the Company by its officers or employees to the Audit Committee under
section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

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

The Company is a trading unit; therefore there are no details of conservation of energy and technology absorption.
However, your company imports the goods due to which there isoutgo of Foreign Exchange.

A statement depicting details of conservation of energy, technology absorption, foreign exchange earnings and
outgo in the manner as prescribed In Rule 8(3) of The Companies (Accounts) Rules, 2014 [Chapter IX] is annexed
hereto and forms part of this Report as Annexure-D.

29. PARTICULARS OF EMPLOYEES:

A Statement providing Information required under section 197(12) of the Companies Act, 2013 read with Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is annexed
hereto and forms part of this Report as Annexure- E.

30. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management discussion & analysis report forming part of this report is annexed herewith and marked as
Annexure- F.

31. DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 134(5) of the Companies Act, the directors hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along
with proper explanation relating to material departures;

(ii) the directors 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 as at the end of the financial year and of the profit or loss of the company for the year ;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities.

(iv) the directors have prepared the annual accounts on a going concern basis.

(v) the directors have devised proper system to ensure compliances with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

32. MAINTENANCE OF COST RECORD:

Since the company is not falling under prescribed class of Companies, our Company is not required to maintain
cost records.

33. AUDIT COMMITTEE

The Company has formed an audit committee as designed under section 177 of the Companies Act, 2013, of
which the following directors are members:

1. Mr. Priyank Ramesh Doshi, Chairman

2. Ms. Nikita Dungarshi Mange, Member

3. Mrs. Nikita NikhilRathod, Member

4. Mrs. Purvi Anil Sanghvi, Member

The Committee has 7 meetings during the year under review.

The terms of reference of the Audit Committee are broadly as follows:

a) To review compliance with internal control systems;

b) To review the findings of the Internal Auditor relating to various functions of the Company;

c) To hold periodic discussions with the Statutory Auditors and Internal Auditors of the Company
concerning the accounts of the Company, internal control systems, scope of audit and observations of
the Auditors/Internal Auditors;

d) To review the financial results of the Company before submission to the Board;

e) To make recommendations to the Board on any matter relating to the financial management of the
Company, including Statutory & Internal Audit Reports;

f) Recommending the appointment of cost auditors and statutory auditors and fixation of their
remuneration;

g) Review of Cost Audit Report;

h) Reviewing the Company’s financial and risk management policies;

i) To review compliance related with whistle blower mechanism.

34. NOMINATION AND REMUNERATION COMMITTEE

The Company has formed a remuneration committee as designed under section 178 of the Companies Act, 2013,
of which the following directors are members:

1. Mr. Priyank Ramesh Doshi, Chairman

2. Ms. Nikita Dungarshi Mange, Member

3. Mrs. Nikita NikhilRathod, Member

4. Mrs. Purvi Anil Sanghvi, Member

The Committee has 2meeting during the year under review.

The broad terms of reference of the Nomination and Remuneration Committee are as follows:

a) Review the performance of the Managing Director and the Whole-time Directors, after considering the
Company’s performance.

b) Recommend to the Board remuneration including salary, perquisites and commission to be paid to the
Company’s Managing Director and Whole-time Directors.

c) Finalise the perquisites package of the Managing Director and Whole-time Directors within the overall
ceiling fixed by the Board.

d) Recommend to the Board, retirement benefits to be paid to the Managing Director and Whole-time
Directors under the Retirement Benefit Guidelines adopted by the Board.

e) Recommend to the Board, annual evaluation of performance of Managing Director, Executive Director,
Non Executive Directors and Key Managerial Personnel.

3 5. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has formed a stakeholder’s relationship committee as designed under section 178 of the
Companies Act, 2013, of which the following directors are members:

1. Mrs. Purvi Anil Sanghvi, Chairperson

2. Mr. Priyank Ramesh Doshi, Member

3. Ms. Nikita Dungarshi Mange, Member

4. Mrs. Nikita NikhilRathod, Member

The Committee has 1 meeting during the year under review.

The broad terms of reference of the stakeholder’s relationship committee are as follows:

a) Consider and resolve the grievances of securityholders.

b) Review activities with regard to the HealthSafety and Sustainability initiatives of theCompany

36. CSR POLICY AND AMOUNT SPENT THEREON:

In compliance with the Companies Act, 2013, the company''s Net Profit before Tax in the financial year 2023¬
2024 triggered the CSR limits provided under section 135 of the companies Act, 2013, prompting the company to
duly constituted Corporate Social Responsibility Committee (CSR Committee) for conducting CSR activities, the
composition of which is as follows:

1. Mr. Anil Zaverchand Mehta, Chairman

2. Ms. Nikita Dungarshi Mange, Member

3. Mrs. Nikita NikhilRathod, Member

The broad terms of reference of the CSR Committee are as follows:

a) Formulating and recommending to the Board the CSR Policy and activities to be undertaken by the
Company in compliance with provisions of the Companies Act, 2013 and the rules there under;

b) Recommending the amount of expenditure to be incurred on CSR activities of the Company;

c) Overseeing the implementation of CSR activities and projects;

d) Evaluating performance of the Company in the area of CSR;

e) Monitoring implementation of CSR policy of the Company from time to time;

f) Carry out any other function as directed by the Board and/or mandated by any statutory authority
through any notification, amendment or modification from time to time.

The CSR Committee met two times during the Financial Year 2024-25.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year are set out in Annexure-G of this report in the
format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

37. REGISTRAR & SHARE TRANSFER AGENTS:

The Company has appointed Cameo Corporate Services Limited as its Registrar & Share Transfer Agent, whose
content details are as follows:-

CAMEO CORPORATE SERVICES LIMITED

Subramanian Building,

No.1, Club House Road,

Chennai - 600 002

Email-Id- [email protected]
Mobile- 91- 98922 35816

38. CORPORATE GOVERNANCE

The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 is not
applicable to the company; however, the Company adheres to good corporate practices at all times.

39. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the
Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading
Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while
dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to
regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of
dealing in Company’s shares.

The Insider Trading Policy of the Company covering the code of practices and procedures for fair disclosures of
unpublished price sensitive information and code of conduct for the prevention of Insider Trading is in place

40. CODE OF CONDUCT OF BOARD OF DIRECTORS & SENIOR MANAGEMENT

Certain code of conduct is required from the senior management including the Board of Directors of the
Company; they have to be abiding by the rules and laws applicable on the company for the good governance and
business ethics. It describes their responsibility and accountability towards the company. Policy of the company
relating to this is available for the access at the website shinefashions.in

41. DETERMINATION OF MATERIALITY OF INFORMATION & EVENTS

The Listed Entity is always required to be committed to being open and transparent with all stakeholders and in
disseminating information in a fair and timely manner. Investors of the entity also expect timely and accurate
information from the company as its supports and foster confidence in the quality and integrity of information
released by the Company. So under this policy, the management of the company determines the material events
of the company and disclose them for their investors.

Under this policy company may decide all those events and information which is material and important and
iscompulsory to be disclosed for the investors about the company, policy related to this is available at the
website shinefashions.in

42. CFO CERTIFICATION:

As part of our commitment to financial integrity and transparency, the Chief Financial Officer (CFO) certifies that
the financial statements presented in this report fairly represent the financial position, results of operations, and
cash flows of the company in accordance with applicable accounting standards and regulatory requirements.
Further, the CFO affirms that the company maintains adequate internal control systems to safeguard assets,
ensure the accuracy of financial reporting, and comply with applicable laws and regulations.The CFO confirms
that the company has complied with all relevant legal and regulatory requirements governing financial reporting,
including disclosure obligations and transparency standards.The CFO certifies that the information provided in

this report, including financial data and disclosures, is accurate and complete to the best of their knowledge and
belief.

The certification provided by the Chief Financial Officer underscores our commitment to upholding the highest
standards of financial governance and transparency. Stakeholders can rely on the integrity and accuracy of the
financial information presented in this report.

Additionally, CFO certification adds credibility to the financial information presented in the board report and
reassures stakeholders about the accuracy and reliability of the company''s financial reporting. The CFO
certification is attachedasAnnexure H for stakeholders'' reference.

43. PRESERVATION OF DOCUMENTS

The Corporate records need to be kept at the places and manner defined under the Act. The Company
accordingly has policy in this regard.

44. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including
the proficiency) of the independent directors appointed during the year

During FY 2024-25, the Company did not appoint or reHappoint any Independent Directors. Nonetheless, the
existing Independent Directors have continued to uphold the highest standards of personal integrity and ethical
conduct. They collectively possess a strong blend of qualifications, domainHspecific expertise, and substantial
corporate experience.

In the opinion of the Board, they have demonstrated the highest standards of personal integrity and ethical
conduct. They bring a robust combination of qualifications, professional expertise, and domainHspecific
experience, fully meeting the proficiency requirements under Section 150(1) of the Companies Act, 2013. The
Board is confident that their skills and independent perspective will significantly enhance the Board''s oversight,
strategic guidance, and governance quality.

45. COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has in place a Nomination and Remuneration Policy with respect to appointment and
remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The appointment/re-
appointment of Directors on the Board is subject to the recommendation of the Nomination and Remuneration
Committee (NRC). Based on the recommendation of the NRC, the remuneration of Executive Director is proposed
in accordance with the provisions of the Act which comprises of basic salary, perquisites, allowances and
commission for approval of the members. Further, based on the recommendation of the Board the remuneration
of Non-Executive Directors comprising of sitting fees and commission in accordance with the provisions of Act is
proposed for the approval of the members.

The Nomination and Remuneration Policy including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided u/s 178(3) of the Act is available on Company’s website
and accessible through weblinkshinefashions.in

46. ARCHIVAL POLICY

This policy deals with the retention and archival of the corporate record, these records are prepared by the
employees of the company under this policy any material information relating to the company shall be hosted on
the website of the company for the investors and public and remain there for period of five year.Policy related to
this is available at the website shinefashions.in

47. Details of Application/ Proceeding under the Insolvency and Bankruptcy Code, 2016

During the Year FY 2024-25, the company has neither made any application nor initiated any proceedings under
the Insolvency and Bankruptcy Code, 2016.

48. 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

Not Applicable, as there are no 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.

49. ACKNOWLEDGEMENT:

Your Company and its Directors take this opportunity to record their appreciation of the assistance and support
extended by all the Government Departments, Banks, Financial Institutions, Consultants and Shareholders of the
company. The Directors also express their sincere appreciation for the dedicated efforts put in by all the
employees & workers and for their continued contribution for the improved performance of your company
during the year.

For and on behalf of the Board
FOR SHINE FASHIONS (INDIA) LIMITED

SD/- SD/-

ANISH ANIL MEHTA PURVI ANIL SANGHVI

PLACE: MUMBAI (MANAGING DIRECTOR) (WHOLE TIME DIRECTOR)

DATE: 06.06.2025 DIN-08560153 DIN-08560154

---

Mar 31, 2024

Your directors have pleasure in presenting the Annual Report and Audited Statement of accounts of your Company for the financial year ended on the 31^st day of March, 2024.

1. FINANCIAL RESULTS:

Particulars	For the FY 2023-24	For the FY 2022-23
Revenue from Operations	5289.03	1994.39
Other Income	3.70	12.83
Total Income	5292.73	2007.22
Profit before Depreciation, Financial Expenses and Taxation	522.81	114.22
Depreciation SiAmortization	1.06	0.96
Financial Expenses	3.21	7.27
Profit before Taxation	518.54	105.99
Less: Provision for Taxation (current & deferred)		26.90
Profit after Taxation	387.96	79.09

2. PERFORMANCE OF THE COMPANY:

Our Company continued to be engaged in the activities pertaining to importing, supplying and trading of non-woven interlining fabrics, woven fusible interlinings and microdot fusible interlinings. The products supplied by the Company are always subject to Sustainability and the responsible use of natural resources is essential aspects of all our activities. Our Company always keeps in mind the Market Scenario and accordingly adds new products at regular intervals to meet the demands of the markets.

Your Company has been able to demonstrate an outstanding growth in business during the FY 2023-24. The turnover of the company increased to Rs. 5289.03 Lakhs as compared with Rs. 1994.39 Lakhs recorded during the previous year and posted profit (after tax) of Rs. 387.96 Lakhs as against Rs. 79.09 Lakhs in FY 2022-23.We expect to be able to continue to deliver strong growth in coming years as well.

3. CHANGE IN NATURE OF BUSINESS AND CAPITAL STRUCTURE:

There was no change in the nature of business as well as capital structure of the company during the year under review.

4. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Your Company has One Subsidiary Company, namely M/s Shinetex Industries Private Limited as on 31^st March, 2024. A report on the performance and financial position of subsidiary Company as per the Act is provided in the consolidated financial statements. The particulars of the Subsidiary Company have been given under Form AOC-1, as per Annexure-"A”.

5. CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements for the financial year ended on March 31^st, 2024, based on the financial statements received from Subsidiary Company, as approved by their respective Board of Directors, have been prepared in accordance with Accounting Standard 21 on ''Consolidated Financial Statements'', notified under the Act, read with the Accounting Standards Rules, as applicable.

6. TRANSFER TO RESERVES:

During the year under review, the Company does not propose to transfer any amount to the General Reserve for the FY 2023-24.

7. DIVIDEND:

During the year under review, the Profit after tax was recorded at Rs.387.96Lakhs, however your Directors have decided to plough back the profits in business itself due to the increased working capital requirements, hence do not recommend any Dividend for the year ended on 31^st March, 2024.

8. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, Company was not required to transfer any amount in Investor Education and Protection Fund account.

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

There were no material changes and commitments affecting the financial position of the Company between the ends of financial year (March 31^st, 2024) and date of this report.

10. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given as follows:

Particulars	Name of entity	Amount as on 31.03.2024 finRs.)
InvestmentsfEquity Sharesl	M/s Shinetex Industries Private Limited	50,010/-
Loans	M/s Shinetex Industries Private Limited	17,32,500/-
Guarantees	NIL
Securities

11. PARTICULARS OF RELATED PARTIES TRANSACTIONS UNDER SECTION 188:

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.Details of the transactions are provided in Form AOC-2 which is attached as "Annexure-B" to this Report.

12. BOARD MEETINGS HELD DURING THE YEAR:

During the year under review, the Board of Directors of Company met 4 (Four) times. The details of the Board Meetings and the attendance of the directors are provided in below table. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

S.No.	Date of Board Meeting	Board’s Strength	No. of Directors Present
1	25.05.2023	6	6
2	01.09.2023	6	6
3	08.11.2023	6	6
4	29.02.2024	6	6

13. DIRECTORS AND KMP :

In accordance with the provisions of the Companies Act, 2013, Mr. Anil Zaverchand Mehta (DIN: 08560132), is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible offer himself for reappointment.

Further, the term of appointment of Mr. Anish Anil Mehta (DIN-08560153), Managing Director of the Company is going to end on 01.03.2025 and is eligible for re-appointment w.e.f. 02.03.2025 subject to the approval of the shareholders at the ensuing Annual General Meeting.

Other than the above, there was no change in the Directorship of the Company during the year under review. The existing board of directors continued to provide leadership and oversight in guiding the company''s strategic direction and decision-making processes. This continuity in directorship reflects the confidence and stability in the company''s governance structure, ensuring consistency in leadership and management practices.

14. DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB SECTION (6) OF SECTION 149:

Independent Directors have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of Independence.

CODE OF CONDUCT OF INDEPENDENT DIRECTORS

Independent Directors are the persons who are not related with the company in any manner. A code of conduct is required for them for their unbiased comments regarding the working of the company. They will follow the code while imparting in any activity of the company. The policy deals with the code of conduct of the Independent Directors, their duties and responsibilities towards the company, is available at the website shinefashions.in

15. PERFORMANCE EVALUATION OF BOARD AND DIRECTORS :

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, a structured questionnaire was prepared after taking into consideration various aspects of the Board''s functioning, composition of the Board and its Committees, Culture, execution and performance of the specific duties obligations and governance.

The Performance of the Committees and Independent Directors were evaluated by the entire board of Directors except for the Director being evaluated. The Performance evaluation of the Chairman, Non-Independent Directors and Board as a Whole was carried out by the Independent Directors. The board of Directors expressed their Satisfaction with the outcome of evaluation and the process followed thereof.

16. AUDITORS:

The company Auditors M/s Thakur Vaidyanath Aiyar& Co., Chartered Accountants, hold office of Auditors until the conclusion of 6^thAnnual General Meeting.

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments and explanations. The Auditors'' Report does not contain any qualification, reservation or adverse remark. No instances of fraud have been reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013.

17. INTERNAL AUDITOR:

In accordance with provision of section 138 of the companies act, 2013 and rules made there under, your company has appointed M/s H.M. Sheth & Associates, Chartered Accountants as an internal auditor of the company and takes their suggestions and recommendation to improve and strengthen the internal control system.

The Internal Audit Report so provided by the internal auditor is placed before the Audit Committee and the Committee reviewed the same in frequent intervals.

18. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of The Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s JPS & Associates, Jaipur a firm of Company Secretaries in Practice to conduct Secretarial Audit of the company for the FY 2023-24. The Secretarial Audit Report for the Financial Year ended on March 31, 2024 is annexed herewith as Annexure-C.

Observation mentioned in the Secretarial Audit Report: The entries in SDD software of the company, related to transacting Unpublished price Sensitive Information among the insiders of the company as required under SEBI (PIT) regulations, 2015could not be verified.

Reply of observation: In this regard, your Directors clarifies that the SDD Software of the company was deleted due to computer system failure / formatting of the system of the Company during the year 2023-24. However, the same was re-installed by the vendor, but the company was unable to archive the old data of the software. Hence, the company is in process to complete the entries from the back date and update the software as per the requirement.

19. COMPLIANCE WITH SECRETARIAL STANDARD :

The Company has complied the applicable provisions of Secretarial Standards i.e. SS-1 and SS-2, issued by Institute of Company Secretaries of India and approved by the Central Government under Section - 118 (10) of the Act during the year under Report.

20. WHISTLE BLOWER POLICY/VIGIL MECHANISM :

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. Copy of such adopted policy is available on company website shinefashions.in.

21. RISK MANAGEMENT POLICY:

The Company does not have any Risk Management Policy as the elements of risk threatening the Company''s existence are very minimal.

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 :

Your Company has always believed in providing a safe and harassment free workplace for every individual working in company''s premises through various interventions and practices. The Company always endeavors to create and provide an environment for all its employees that is free from discrimination and harassment including sexual harassment. The Company has constituted an internal Complaint Committee under the act in compliance with The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013.

During the year ended 31^slMarch, 2024, no complaint pertaining to sexual harassment was received by the Company.

Number of cases pending as on the beginning of the financial year	NIL
Number of complaints filed during the financial year	NIL
number of complaints disposed of during the financial year	NIL
number of complaints pending as on end of the financial year	NIL

23. WEBLINK FOR ANNUAL RETURN

As required under Section 92(3) read with section 134(3)(a) of the Companies Act 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments thereunder, the Annual Return filed with the Ministry of Corporate Affairs (MCA) for the Financial Year 2023-24 is available on the web-link of the Company at shinefashions.in and the Annual Return for Financial Year 2023-24 will be made available in the due course of time after Annual General Meeting.

24. DEPOSITS:

During the year under review, your Company did not accept or renewed any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there remains no unpaid or unclaimed deposit with the Company at the end of financial year.

However, the company accepted unsecured loans from its directors and in accordance with the provisions of the rule 2(l)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, details of the same is as follows:-

s.	Name of	Opening Balance as	Addition during	Repaid during the	Closing Balance as
No.	Director	on 01.04.2023	the Year	Year	on 31.03.2024
1.	Anish Anil Mehta	1,28,00,000/-	1,13,50,700/-	1,87,72,788/-	53,77,912/-

25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUCY:

The company has internal control systems which are adequate in the opinion of board of directors.The company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized recorded and reported correctly.

The internal control system is supplemented by an extensive program of internal and external audits and periodic review by the management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

26. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors, Secretarial Auditors and Cost Auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

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

The Company is a trading unit; therefore there are no details of conservation of energy and technology absorption. However, your company imports the goods due to which there is outgo of Foreign Exchange. The Foreign Exchange earnings and outgo is described in the manner as prescribed In Rule 8(3) of The Companies (Accounts) Rules, 2014 [Chapter IX] as under:

FOREIGN EXCHANGE EARNINGS AND OUTGO:
• The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	INFLOW:- NIL OUTFLOW:- USD 219146.58 Equivalent to 1NR 1,84,05,106/-

28. PARTICULARS OF EMPLOYEES:

A Statement providing Information required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is annexed hereto and forms part of this Report as Annexure- D.

29. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management discussion & analysis report forming part of this report is annexed herewith and marked as Annexure- E.

30. DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 134(5) of the Companies Act, the directors hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the directors 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 as at the end of the financial year and of the profit or loss of the company for the year;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) the directors have prepared the annual accounts on a going concern basis.

(v) the directors have devised proper system to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. AUDIT COMMITTEE

The Company has formed an audit committee as designed under section 177 of the Companies Act, 2013, of which the following directors are members:

1. Mr. Priyank Ramesh Doshi, Chairman

2. Ms. Nikita Dungarshi Mange, Member

3. Ms. Nikita Pratap Shah, Member

4. Mrs. Purvi Anil Sanghvi, Member

The Committee has 4 meetings during the year under review.

The terms of reference of the Audit Committee are broadly as follows:

a) To review compliance with internal control systems;

b) To review the findings of the Internal Auditor relating to various functions of the Company;

c) To hold periodic discussions with the Statutory Auditors and Internal Auditors of the Company concerning the accounts of the Company, internal control systems, scope of audit and observations of the Auditors/lnternal Auditors;

d) To review the financial results of the Company before submission to the Board;

e) To make recommendations to the Board on any matter relating to the financial management of the Company, including Statutory & Internal Audit Reports;

f) Recommending the appointment of cost auditors and statutory auditors and fixation of their remuneration;

g) Review of Cost Audit Report;

h) Reviewing the Company''s financial and risk management policies;

i) To review compliance related with whistle blower mechanism.

32. NOMINATION AND REMUNERATION COMMITTEE

The Company has formed a remuneration committee as designed under section 178 of the Companies Act, 2013, of which the following directors are members:

1. Mr. Priyank Ramesh Doshi, Chairman

2. Ms. Nikita Dungarshi Mange, Member

3. Ms. Nikita Pratap Shah, Member

4. Mrs. Purvi Anil Sanghvi, Member

The Committee has 1 meeting during the year under review.

The broad terms of reference of the Nomination and Remuneration Committee are as follows:

a) Review the performance of the Managing Director and the Whole-time Directors, after considering the Company''s performance.

b) Recommend to the Board remuneration including salary, perquisites and commission to be paid to the Company''s Managing Director and Whole-time Directors.

c) Finalise the perquisites package of the Managing Director and Whole-time Directors within the overall ceiling fixed by the Board.

d) Recommend to the Board, retirement benefits to be paid to the Managing Director and Whole-time Directors under the Retirement Benefit Guidelines adopted by the Board.

e) Recommend to the Board, annual evaluation of performance of Managing Director, Executive Director, Non Executive Directors and Key Managerial Personnel.

33. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has formed a stakeholder''s relationship committee as designed under section 178 of the Companies Act, 2013, of which the following directors are members:

1. Mrs. Purvi Anil Sanghvi, Chairperson

2. Mr. Priyank Ramesh Doshi, Member

3. Ms. Nikita Dungarshi Mange, Member

4. Ms. Nikita Pratap Shah, Member

The Committee has 1 meeting during the year under review.

34. REGISTRAR & SHARE TRANSFER AGENTS:

The Company has appointed Cameo Corporate Services Limited as its Registrar & Share Transfer Agent, whose content details are as follows:-

CAMEO CORPORATE SERVICES LIMITED

Subramanian Building,

No.l, Club House Road,

Chennai - 600 002

Email-Id- [email protected] Mobile- 91-98922 35816

35. CORPORATE GOVERNANCE

The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 is not applicable to the company; however, the Company adheres to good corporate practices at all times.

36. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company''s shares.

The Insider Trading Policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of Insider Trading is in place

37. CODE OF CONDUCT OF BOARD OF DIRECTORS & SENIOR MANAGEMENT

Certain code of conduct is required from the senior management including the Board of Directors of the Company; they have to be abiding by the rules and laws applicable on the company for the good governance and business ethics. It describes their responsibility and accountability towards the company. Policy of the company relating to this is available for the access at the website shinefashions.in

38. DETERMINATION OF MATERIALITY OF INFORMATION & EVENTS

The Listed Entity is always required to be committed to being open and transparent with all stakeholders and in disseminating information in a fair and timely manner. Investors of the entity also expect timely and accurate information from the company as its supports and foster confidence in the quality and integrity of information released by the Company. So under this policy, the management of the company determines the material events of the company and disclose them for their investors.

Under this policy company may decide all those events and information which is material and important and is compulsory to be disclosed for the investors about the company, policy related to this is available at the website shinefashions.in

39. CFO CERTIFICATION:

As part of our commitment to financial integrity and transparency, the Chief Financial Officer (CFO) certifies that the financial statements presented in this report fairly represent the financial position, results of operations, and cash flows of the company in accordance with applicable accounting standards and regulatory requirements.

Further, the CFO affirms that the company maintains adequate internal control systems to safeguard assets, ensure the accuracy of financial reporting, and comply with applicable laws and regulations. The CFO confirms that the company has complied with all relevant legal and regulatory requirements governing financial reporting, including disclosure obligations and transparency standards. The CFO certifies that the information provided in this report, including financial data and disclosures, is accurate and complete to the best of their knowledge and belief.

The certification provided by the Chief Financial Officer underscores our commitment to upholding the highest standards of financial governance and transparency. Stakeholders can rely on the integrity and accuracy of the financial information presented in this report.

Additionally, CFO certification adds credibility to the financial information presented in the board report and reassures stakeholders about the accuracy and reliability of the company''s financial reporting. The CFO certification is attached as Annexure F for stakeholders¹ reference.

40. PRESERVATION OF DOCUMENTS

The Corporate records need to be kept at the places and manner defined under the Act. The Company accordingly has policy in this regard.

41. COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has in place a Nomination and Remuneration Policy with respect to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The appointment/re-appointment of Directors on the Board is subject to the recommendation of the Nomination and Remuneration Committee (NRC). Based on the recommendation of the NRC, the remuneration of Executive Director is proposed in accordance with the provisions of the Act which comprises of basic salary, perquisites, allowances and commission for approval of the members. Further, based on the recommendation of the Board the remuneration of Non-Executive Directors comprising of sitting fees and commission in accordance with the provisions of Act is proposed for the approval of the members.

The Nomination and Remuneration Policy including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3) of the Act is available on Company’s website and accessible through weblink shinefashions.in

42. ARCHIVAL POLICY

This policy deals with the retention and archival of the corporate record, these records are prepared by the employees of the company under this policy any material information relating to the company shall be hosted on the website of the company for the investors and public and remain there for period of five year. Policy related to this is available at the website shinefashions.in

43. ACKNOWLEDGEMENT:

Your Company and its Directors take this opportunity to record their appreciation of the assistance and support extended by all the Government Departments, Banks, Financial Institutions, Consultants and Shareholders of the company. The Directors also express their sincere appreciation for the dedicated efforts put in by all the employees & workers and for their continued contribution for the improved performance of your company during the year.

For and on behalf of the Board FOR SHINE FASHIONS (INDIA) LIMITED

ANISH ANIL MEHTA PURVI ANIL SANGHVI

PLACE: MUMBAI (MANAGING DIRECTOR) (WHOLE TIME DIRECTOR)

DATE: 13.07.2024 DIN-08560153 DIN-08560154