Directors Report of Shivamshree Businesses Ltd.

Mar 31, 2026

Your Directors take immense pleasure in presenting the 43^rd Annual Report on the business and operations of Shivamshree Businesses Limited ("the Company"), together with the Audited Standalone Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY''S AFFAIRS

The financial performance of the Company for the financial year ended March 31, 2026, is comprehensively summarized below:

Particulars	For the Financial Year	For the Financial Year
	ended March 31, 2026	ended March 31, 2025
	(^ in Lakhs)	(^ in Lakhs)
Revenue from Operations	1,511.24	413.02
Other Income	11.87	0.71
Total Income	1,523.11	413.73
Total Expenses	1,487.37	509.71
Profit / (Loss) Before Exceptional Items and Tax	35.74	(95.98)
Exceptional Items	0.00	0.00
Profit / (Loss) Before Tax (PBT)	35.74	(95.98)
Tax Expenses (Current & Deferred)	20.68	(21.41)
Profit / (Loss) After Tax (PAT)	15.06	(74.57)
Other Comprehensive Income	0.00	0.00
Total Comprehensive Income for the period	15.06	(74.57)
Earnings Per Share (Basic & Diluted)	0.02	(0.16)

2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

During the financial year under review, the Company successfully operated across two reportable operating segments, namely the "Trading in Solar Generating System and Ancillaries" segment and the "Manufacturing of Industrial Bags and Related Items" segment. The Company recorded a total income of ^ 1,523.11 Lakhs, signifying a substantial operational recovery resulting in a net profit after tax of ^ 15.06 Lakhs, as opposed to a net loss of ^ 74.57 Lakhs in the preceding financial year.

Furthermore, the existing lease agreements for the Company''s operational facilities expired in March 2026. Consequently, the Company is in the active process of constructing its own premises for operations, rendering the lease liability accounting under Ind AS 116 non-applicable going forward. The Company is currently undertaking two major capital projects: the construction and development of a Solar Power Plant under the solar segment, and the construction of its own manufacturing premises for the Flexible Intermediate Bulk Container (FIBC) Bags manufacturing unit. All expenditures incurred towards these ongoing projects, including direct construction and attributable costs, have been appropriately capitalized under Capital Work-in-Progress in accordance with Ind AS 16, pending the completion and commencement of commercial operations.

Additionally, pursuant to the formal approval of the Board of Directors, the Company has reclassified outstanding sundry creditors aggregating to ^ 258.25 Lakhs as Long-Term Borrowings. This reclassification has been executed in accordance with the revised terms entered into between the respective parties and has been appropriately disclosed under the provisions of Ind AS and Schedule III to the Companies Act, 2013.

3. CHANGE IN NATURE OF BUSINESS

In strict compliance with the statutory provisions of Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014, your Directors categorically report and confirm that there has been absolutely no change in the fundamental nature of the business of the Company during the financial year under review.

The Company continues to actively engage, compete, and continuously operate in its primary and established reportable business segments, namely the "Trading in Solar Generating System and Ancillaries" segment and the "Manufacturing of Industrial Bags and Related items" segment. All strategic operational expansions, capacity augmentations, and infrastructural developments undertaken by the Management during the financial year ended March 31, 2026, including the ongoing major capital projects for the construction and development of a Solar Power Plant and the establishment of proprietary manufacturing premises specifically for the Flexible Intermediate Bulk Container (FIBC) Bags manufacturing unit, are strictly in furtherance of, and organically aligned with, the existing and legally established core business objectives of the Company.

4. DIVIDEND: -

The Board of Directors of the Company, after evaluating the operational requirements, liquid assets, and long-term capital commitments, has decided not to recommend any dividend on the Equity Shares for the financial year ended March 31, 2026.

5. TRANSFER TO RESERVE

The Board of Directors has decided that no amount is proposed to be transferred to the General Reserve or any other specific reserve out of the profits or operational surpluses accrued during the financial year ended March 31, 2026. The entire Net Profit After Tax of ^ 15.06 Lakhs generated during the fiscal period under review has been completely retained and carried forward in the Profit and Loss Account (Surplus in Other Equity).

This retention strategy is intended to maximize financial flexibility, preserve corporate liquidity, and allow the Company to utilize its internal accruals directly for its ongoing business activities and core capital projects without relying on external high-cost funding channels.

6. SHARE CAPITAL: -Authorized Share Capital:

During the previous financial year, the Company increased its Authorized Share Capital from ^ 5,00,00,000/- (Rupees Five Crores Only) to ^ 9,00,00,000/- (Rupees Nine Crores Only) by passing a Special Resolution at the Extraordinary General Meeting of the shareholders held on March 1, 2025.

As of March 31, 2026, the Authorized Share Capital of your Company continues to stand at ^ 9,00,00,000/- (Rupees Nine Crores Only) divided into 9,00,00,000 Equity Shares of ^ 1/- each.

Paid-up Share Capital:

During the financial year 2025-26 under review, the Board of Directors in their meeting held on May 06, 2025, allotted 3,00,00,000 Equity Shares to 13 allottees on a preferential basis. These equity shares of face value ^ 1/- each were issued at an issue price of ^ 1.50/- per share (including a premium of ^ 0.50/- per share). As a result of this allotment, the paid-up share capital of the Company increased to ^ 7,56,50,000/- (Rupees Seven Crores Fifty-Six Lakhs Fifty Thousand Only) divided into 7,56,50,000 Equity Shares of ^ 1/- each.

Statutory Disclosures:

The Company has not issued any equity shares with differential voting rights, sweat equity shares, or employee stock options during the financial year under review. No disclosure is required under Section 67(3)(c) of the Companies Act, 2013, in respect of voting rights not exercised directly by the employees of the Company, as the provisions of the said Section are not applicable to the Company. Furthermore, no scheme or provision has been made for the purchase of or subscription to the Company''s own shares by employees or trustees.

7. UTILIZATION OF FUNDS RAISED THROUGH ISSUE OF EQUITY SHARES

During the previous financial year 2025-26, the Company raised a total sum of ^ 4,50,00,000/- (Rupees Four Crores Fifty Lakhs Only) through the issuance and allotment of 3,00,00,000 Equity Shares of face value of ^ 1/- each at an issue price of ^ 1.50/- per share on a preferential basis to persons/entities belonging to the Non-Promoter / Public category.

Your Directors are pleased to report that the proceeds from the said preferential issue have been fully and optimally utilized by the Company for the explicit purposes and objects for which the offer was made, specifically to meet the augmented operational working capital requirements, fund business expansion initiatives, and support general corporate purposes. The deployment of these funds has successfully enhanced the business operations and strengthened the financial structure of the Company. There has been absolutely no deviation or variation between the proposed objects of the offer and the actual utilization of the proceeds.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate (i.e., March 31, 2026) and the date of this Report (i.e., June 12, 2026), other than those corporate actions and events explicitly disclosed under the respective heads of this Report.

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

As on March 31, 2026, the Board of Directors of the Company comprised five (5) Directors, consisting of two (2) Executive Directors and three (3) Non-Executive Directors, which included two (2) Independent Directors.

In terms of the applicable regulatory requirements under the Companies Act, 2013, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has been actively seeking to induct an additional Independent Director onto the Board to align its composition with optimum corporate governance standards. However, due to lingering operational constraints and administrative restrictions on trading, the Management has faced prolonged challenges in identifying and onboarding a suitable candidate possessing the requisite sectoral expertise. The Management is systematically addressing these challenges to regularize the Board composition at the earliest. There was no change in the composition of the Board of Directors during the financial year under review.

BOARD MEETINGS: -

The Board of Directors meets at regular intervals to review, adopt, and approve the statutory financial results, and to deliberate upon and decide core business policies, capital allocations, and strategic proposals, in addition to handling other vital items of business. The meetings of the Board and its statutory Committees are meticulously pre-scheduled, and a tentative annual calendar of meetings is systematically circulated to the Directors well in advance to facilitate effective planning and maximize participation.

During the financial year 2025-26, the Board of Directors held 6 (Six) meetings. The specific dates of these meetings were: May 6, 2025; May 29, 2025; August 1, 2025; August 28, 2025; November 13, 2025; and February 4, 2026. The intervening gap between any two consecutive Board Meetings was maintained within the statutory limit of 120 (One Hundred and Twenty) days as mandated under Section 173 of the Companies Act, 2013, and Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors.

AUDIT COMMITTEE MEETINGS: -

In accordance with the provisions of Section 177 of the Companies Act, 2013, read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an established and functional Audit Committee. The composition of the Audit Committee as on March 31, 2026, is detailed below:

NAME	DESIGNATION	CATEGORY
Rajesh Bhavanbhai Chauhan	Chairman	Non-executive, Independent director
Nilesh Himatlal Trivedi	Member	Non-executive, Independent director
Arunaben Bavishiya	Member	Non-executive, Women director

During the financial year 2025-26, the Audit Committee met 4 (four) times. The specific dates of these meetings were: May 6, 2025; August 1, 2025; November 13, 2025; and February 4, 2026.

The Statutory Auditors and the Chief Financial Officer attend the Audit Committee meetings as invitees to provide necessary inputs. The Audit Committee has made observations and recommendations to the Board of Directors regarding financial reporting, internal controls, and risk assessment frameworks, all of which have been noted, reviewed, and accepted by the Board.

During the financial year under review, all recommendations and statutory measures proposed by the Audit Committee were unconditionally accepted by the Board of Directors, and there were absolutely no instances where the Board did not accept any recommendation of the Committee.

NOMINATION AND REMUNERATION COMMITTEE: -

In compliance with the provisions of Section 178 of the Companies Act, 2013, read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a duly constituted Nomination and Remuneration Committee. The composition of the Nomination and Remuneration Committee as on March 31, 2026, is detailed below:

NAME	DESIGNATION	CATEGORY
Arunaben Bavishiya	Chairman	Non-executive director
Rajesh Bhavanbhai Chauhan	Member	Non-executive, Independent director
Nilesh Himatlal Trivedi	Member	Non-executive, Independent director

During the financial year 2025-26, the Nomination and Remuneration Committee met 1 (one) time. The specific date of the meeting was May 6, 2025.

The Committee is responsible for identifying qualified individuals to become directors, recommending executive remuneration frameworks, and carrying out the annual performance evaluation of the Board, its committees, and individual directors.

STAKEHOLDERS COMMITTEE MEETINGS: -

Pursuant to the provisions of Section 178(5) of the Companies Act, 2013, and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Stakeholders'' Relationship Committee to oversee the redressal of grievances of shareholders, debenture holders, and other security holders. The composition of the Committee as on March 31, 2026, is detailed below:

NAME

DESIGNATION

10. VIGIL MECHANISM / WHISTLE BLOWER POLICY: -

In accordance with the provisions of Section 177(9) and (10) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a robust Vigil Mechanism and formulated an exhaustive Whistle Blower Policy.

The primary objective of this Policy is to provide a formal, secure, and easily accessible channel for Directors, employees, and other stakeholders to report genuine concerns regarding improper practices, unethical behavior, actual or suspected fraud, or any violation of the Company''s Code of Conduct or applicable laws and regulations without fear of retaliation, victimization, or subsequent discrimination.

This Policy is fully applicable to all Directors and employees of the Company. In order to ensure absolute impartiality and transparency, the mechanism provides adequate safeguards against the victimization of persons who use such a mechanism and makes absolute provision for direct access to the Chairman and members of the Audit Committee in exceptional cases. No personnel has been denied access to the Audit Committee during the financial year under review.

The Whistle Blower Policy has been securely implemented, and on a quarterly basis, the Audit Committee reviews the status of complaints and reports made under this policy, implementing swift corrective and administrative actions wherever necessary. The detailed Vigil Mechanism / Whistle Blower Policy has been hosted on the official website of the Company.

11. DEPOSITS: -

The Company has neither accepted nor renewed any deposits from the public or its members within the meaning of Sections 73 to 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, during the financial year ended March 31, 2026.

Consequently, the Company is not required to furnish any special disclosures or details under the following operational headings:

â¢ There were no public deposits that remained unpaid or unclaimed at the close of the financial year.

â¢ There has been no default in the repayment of deposits or payment of interest thereon during the period.

â¢ No compliance issues or defaults occurred in relation to the rules governing corporate deposits under Chapter V of the Act.

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

In absolute compliance with the statutory provisions of Section 178(3) and Section 178(4) of the Companies Act, 2013, read comprehensively with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee of the Board of Directors has meticulously formulated and implemented a comprehensive Nomination, Remuneration, and Evaluation Policy. This exhaustive policy establishes the strict structural criteria for determining the requisite qualifications, core competencies, positive attributes, and the absolute independence of a Director.

The policy unequivocally ensures that the Board of Directors maintains an optimum, synergistic balance of diverse skills, profound professional experience, and appropriate gender representation to facilitate objective corporate governance. Furthermore, the policy specifically and categorically details that an Independent Director must satisfy all the exhaustive conditions of independence as laid down under Section 149(6) of the Companies Act, 2013, read with the allied rules framed thereunder, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It places a mandatory obligation to ensure that the Independent Directors are entirely free from any material business, pecuniary, or financial relationship with the Company, its Promoters, or its Management that could potentially compromise, impair, or influence their objective and independent judgement. The comprehensive Nomination and Remuneration Policy is also readily accessible on the official website of the Company.

13. DECLARATION BY INDEPENDENT DIRECTORS

In strict compliance with the statutory provisions set forth under Section 134(3)(d) of the Companies Act, 2013, the Board of Directors hereby confirms that the Company has received formal, written statutory declarations from all the Independent Directors of the Company, namely Mr. Nilesh Himatlal Trivedi and Mr. Rajesh Bhavanbhai Chauhan. The said statutory declarations categorically confirm that they individually meet the exhaustive criteria of independence as envisaged under Section 149(6) of the Companies Act, 2013, read comprehensively with the allied rules framed thereunder, and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Furthermore, in explicit accordance with Regulation 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have

formally confirmed and placed on record that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their statutory duties with an objective, independent judgment and without any external influence. These declarations have been thoroughly reviewed, evaluated, and taken on record by the Board of Directors. In the considered opinion of the Board, both Independent Directors inherently possess the necessary integrity, requisite corporate expertise, and extensive professional experience required to fulfill their fiduciary duties, and they operate completely independent of the executive Management of the Company.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: -

Pursuant to the statutory disclosures mandated under Section 134(3)(g) of the Companies Act, 2013, the Board of Directors reports that the Company has not given any loans to any person or body corporate, nor has it extended any corporate guarantees or provided security in connection with a loan to any other body corporate or person during the financial year ended March 31, 2026.

Furthermore, the Company has not made any investments in equity instruments, debt securities, or mutual funds during the year under review.

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

All contracts, arrangements, or transactions entered into by the Company with its related parties during the financial year ended March 31, 2026, were in the ordinary course of business and on an arm''s length basis. The Company has not entered into any materially significant related party transactions with its Promoters, Directors, Key Managerial Personnel, or other designated persons that could potentially conflict with the broader commercial interests of the Company.

In accordance with regulatory mandates, the requisite prior omnibus or specific approvals of the Audit Committee of the Board of Directors were obtained for all such transactions. Since all transactions with related parties were executed in the ordinary course of business and at an arm''s length price, the requirement of disclosing related party transactions in Form AOC-2 under Sections 134(3)(h) and 188(1) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is not applicable.

The attention of the Members is drawn to the detailed disclosures of transactions with related parties set out in Note No. 22 of the Financial Statements, which form an integral part of this Annual Report.

In compliance with the supplementary statutory disclosure mandates embedded within Para A of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has compiled the requisite disclosures pertaining to Related Party Transactions. The statement containing these statutory disclosures for the financial year ended March 31, 2026, is annexed hereto as ANNEXURE-F and forms an integral part of this Directors'' Report.

16. MATERIAL CHANGES: -

There are no material changes and commitments affecting the financial position or structure of the Company which have occurred between the end of the financial year to which the financial statements relate (i.e., March 31, 2026) and the date of this Report (i.e., June 12, 2026), other than those corporate actions and subsequent events explicitly disclosed under the respective heads of this Report.

The corporate financial statements for the reporting year ended March 31, 2026, remain completely unaffected by any subsequent transactional variances or operational developments during this intervening period.

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

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information pertaining to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo is detailed below:

(A) Conservation of Energy:

The Company regularly evaluates and implements operational measures to optimize energy efficiency across its premises. During the financial year, energy conservation initiatives included the maintenance of electrical installations, deployment of energy-efficient LED lighting systems, and monitoring of power consumption patterns to reduce energy transmission losses. Furthermore, as a long-term strategy to achieve self-reliance in clean energy and optimize operational costs, the Company is actively executing the construction and development of its Solar Power Plant (Solar Project Kusum).

(B) Technology Absorption:

The operations of the Company do not involve highly specialized technological processes. There was no research and development activity carried out by the Company during the financial year, nor did the Company import any foreign technology. Consequently, the statutory requirements regarding technical absorption or reporting on imported technology are not applicable.

(C) Foreign Exchange Earnings and Outgo:

During the financial year, the Company entered into certain import transactions denominated in foreign currencies. The details of foreign exchange earnings and outgo are as follows:

Particulars	Financial Year 2025-26	Financial Year 2024-25
	(^in Lakhs)	(^in Lakhs)
Foreign Exchange Earnings	34.84	Nil
Foreign Exchange Outgo	Nil	Nil

18. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES: -

As of March 31, 2026, the Company does not have any subsidiary, joint venture, or associate company. Consequently, the requirement to furnish the statement containing salient features of the financial statements of subsidiaries, joint ventures, or associate companies in Form AOC-1, pursuant to Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, is not applicable to the Company for the financial year under review.

Furthermore, no company has become or ceased to be a subsidiary, joint venture, or associate company of the Company during the fiscal period ended March 31, 2026.

19. AUDITORS AND AUDITORS'' REPORT: -Statutory Auditors:

M/s. MAAK & Associates, Chartered Accountants (Firm Registration No. 135024W), Ahmedabad, hold office as the Statutory Auditors of the Company. They have conducted the comprehensive statutory audit of the Standalone Annual Financial Statements of the Company for the financial year ended March 31, 2026, in accordance with the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013.

Auditors'' Report:

The Independent Auditor''s Report issued by M/s. MAAK & Associates on the Standalone Financial Statements of the Company for the financial year ended March 31, 2026, is unmodified and does not contain any qualifications, reservations, adverse remarks, or disclaimers. Pursuant to Regulation 33(3)(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors hereby declares and confirms that the Statutory Auditors have issued their Audit Report with an Unmodified Opinion. The financial statements present a true and fair view of the state of affairs of the Company as of March 31, 2026, along with its profit, changes in equity, and cash flows for the year ended on that date.

Explanations on Key Audit Matters Highlighted by Auditors:

While the Audit Report contains no qualifications, the Statutory Auditors have included a ''Key Audit Matter'' paragraph to draw attention to the following areas, on which the Board provides the following clarifications:

1. Capital Work-in-Progress (CWIP): The Auditors noted that the Company is currently executing two major under-construction capital initiatives: the development of a Solar Power Plant (Solar Project Kusum) and the establishment of manufacturing premises for the FIBC Bags unit. The expenditure incurred towards these projects has been appropriately capitalized under Capital Work-inProgress (aggregating to ^732.52 Lakhs) pending the completion and commencement of commercial operations. The Board clarifies that these long-term projects are progressing in line with strategic timelines to enhance stakeholder value.

2. Reclassification of Sundry Creditors: The Auditors highlighted that during the financial year, the Company reclassified outstanding sundry creditors aggregating to approximately ^258.25 Lakhs (specifically concerning Shree Maruti Bulk Packaging Private Limited) into Long-Term Borrowings.

The Board confirms that this was done pursuant to the formal approval of the Board and the execution of revised trade terms and mutual understandings entered into with the respective parties. This reclassification has been appropriately presented in the financial statements in compliance with the applicable Indian Accounting Standards (Ind AS) and Schedule III to the Companies Act, 2013.

The Notes to the Financial Statements referred to in the Independent Auditor''s Report are selfexplanatory and do not call for any further administrative or technical comments from the Board of Directors.

Secretarial Auditor:

Pursuant to the statutory provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has formally appointed Mr. Ishit Vyas, Proprietor of M/s. Ishit Vyas & Co., Practicing Company Secretaries, Ahmedabad (Membership No. F7728, COP No. 8112), to conduct the exhaustive Secretarial Audit of the corporate records and statutory compliances of the Company. The Secretarial Audit Report submitted by the Secretarial Auditors in the prescribed statutory Form MR-3 is annexed herewith as "Annexure - Aâ and forms an integral, unabridged part of this Board''s Report.

Responses to Qualifications, Reservations, Adverse Remarks or Disclaimers Made by the Statutory Auditors and the Secretarial Auditor:

The Board of Directors provides the following comprehensive clarifications and explanations in respect of the remarks contained in the respective Audit Reports:

1. Statutory Audit Report: There are no statutory qualifications, reservations, disclaimers, or adverse remarks made by the Statutory Auditors in their Independent Audit Report for the financial year ended March 31, 2026. The entries discussed under the Key Audit Matter paragraph are in compliance with the regular accounting standards and corporate authorizations of the Company.

2. Secretarial Audit Report: There are no structural reservations, disclaimers, or adverse remarks made by the Secretarial Auditor in their report in Form MR-3, except for the recorded noncompliance and structural shortfall regarding the statutory composition of the Board of Directors due to an unfulfilled vacancy of an Independent Director.

The Management draws the attention of the Members to the fact that the Company has made continuous efforts to identify, evaluate, and select a suitable professional to fill the remaining Independent Director position to completely satisfy the statutory quotas under Section 149 of the Act and the SEBI Listing Regulations. However, due to lingering administrative limitations and corporate restrictions on equity trading, the induction process experienced extended delays. The Management is taking active, systematic, and concrete steps to identify an eligible sector expert to fill this directional vacancy and regularize the Board composition at the earliest possible instance.

20. DIRECTORS/ KEY MANAGERIAL PERSONNEL: -

A. Composition of the Board of Directors:

The constitution of the Board of Directors of the Company is structurally balanced and aligned with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As of March 31, 2026, the Board of Directors comprises the following five (5) members:

Sr. No.	Name of the Director	DIN	Designation
1.	Prafulbhai Parshottambhai Bavishiya	01908180	Managing Director
2.	Shaileshbhai Parshottambhai Bavishiya	01908191	Executive Director
3.	Arunaben Prafulkumar Bavishiya	07385551	Non-Executive Director, Women Director
4.	Nilesh Himatlal Trivedi	08141177	Non-Executive, Independent Director
5.	Rajesh Bhavanbhai Chauhan	08141179	Non-Executive, Independent Director

B. Key Managerial Personnel (KMP):

In absolute compliance with the statutory provisions of Section 203 of the Companies Act, 2013, the following senior executives serve as the designated Key Managerial Personnel of the Company as of March 31, 2026:

Sr. No	Name	DIN/PAN	Designation
1.	Prafulbhai Parshottambhai Bavishiya	01908180	Managing Director
2.	Ghanshyam Kalubhai Gajera	AJPPP5551K	CFO (KMP)
3.	Deepank Agrawal	BUMPA8556Q	Company Secretary

C. Changes in Directorships and Key Managerial Personnel:

The Management reports that there have been no structural modifications, resignations, appointments, or directional variations in the composition of the Board of Directors during the financial year ended March 31, 2026. The existing corporate structure of Directors and Key Managerial Personnel has continued seamlessly throughout the fiscal period under review to manage corporate operations effectively.

D. Retirement by Rotation:

In terms of Section 152(6) of the Companies Act, 2013, and the Articles of Association of the Company, corporate Executive Directors are liable to retire by rotation at the upcoming Annual General Meeting. Accordingly, Mr. Prafulbhai Parshottambhai Bavishiya (DIN: 01908180),

Managing Director, retires by rotation at the ensuing 43^rd Annual General Meeting and, being eligible, has formally offered himself for re-appointment. The Board recommends his reappointment to the shareholders for approval.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR): -

The provisions of Section 135(1) of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, governing corporate social responsibility initiatives and the mandatory constitution of a CSR Committee, are not applicable to the Company for the financial year ended March 31, 2026.

Specifically, the Company does not satisfy the individual statutory thresholds mandated under the Act, as itemized below:

â¢ The net worth of the Company remains below the statutory threshold of ^500 Crore.

â¢ The total turnover of the Company remains below the statutory threshold of ^1,000 Crore.

â¢ The net profit of the Company remains below the statutory threshold of ^5 Crore.

Consequently, the Company is not legally required to allocate any corporate funds toward CSR activities, nor is it required to formulate a formal CSR Policy or append any statutory disclosures in Form AOC-2 or any other specific format to this Report for the fiscal period under review.

22. BOARD EVALUATION: -

Pursuant to the statutory provisions of Section 134(3)(p) of the Companies Act, 2013, read with Rule 8(4) of the Companies (Accounts) Rules, 2014, and in strict compliance with the corporate governance mandates of Regulation 17(10), Regulation 19(4) read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out a formal, rigorous, and comprehensive Annual Performance Evaluation of its own performance, the operational working of its statutory Committees, and the performance of individual Directors.

The criteria and structural framework for the annual performance evaluation were carried out in accordance with the exhaustive inline guidelines detailed below:

(A) Mechanism and Structure of Evaluation:

The performance evaluation was conducted based on a professionally structured and confidential questionnaire carefully prepared after taking into comprehensive consideration various operational aspects of the Board''s functioning. The parameters analyzed within the questionnaire specifically included the composition and structural balance of the Board and its Committees, institutional culture, information flows, transparency, execution of specific statutory duties, financial oversight, risk management, compliance infrastructure, and absolute adherence to corporate governance standards.

(B) Separate Evaluation by Independent Directors:

In absolute alignment with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013, and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the

Company was held during the financial year. At the said meeting, the Independent Directors

meticulously reviewed and evaluated:

â¢ The performance of the Non-Independent Directors of the Company.

â¢ The collective performance of the Board of Directors as a whole.

â¢ The performance of the Chairman of the Company, taking into account the views and perspectives of both Executive and Non-Executive Directors.

â¢ The overall quality, quantity, and timelines of information flow between the Management and the Board to ensure the Directors can effectively and reasonably perform their duties.

(C) Evaluation of Committees and Individual Directors:

The Board of Directors simultaneously evaluated the performance of its statutory Committeesâ namely the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders'' Relationship Committeeâagainst their respective structural charters and regulatory mandates. Individual Directors were evaluated on the basis of their regular attendance, proactive participation, professional contributions, strategic inputs, and the effective exercise of independent judgment during corporate deliberations.

The confidential online questionnaire was thoroughly responded to by all the respective Directors, providing vital and qualitative feedback on the current operational dynamics of the Board and outlining actionable measures to enhance its institutional effectiveness moving forward. Following a comprehensive review of the feedback received, the Board of Directors has expressed its absolute satisfaction with the evaluation process, noting that the entire framework operates in total harmony with the established corporate governance expectations.

23. REMUNERATION POLICY: -

Pursuant to the provisions of Section 178(3) and (4) of the Companies Act, 2013, and in strict compliance with Regulation 19 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has, on the structured recommendation of the Nomination and Remuneration Committee, formulated and implemented an exhaustive Policy for the selection, appointment, and remuneration of the Directors, Key Managerial Personnel (KMP), and Senior Management personnel.

The core principles and criteria governing this comprehensive Policy are detailed below:

(A) Guidance for Selection and Appointment:

â¢ The Committee is responsible for identifying individuals who possess the requisite professional qualifications, positive attributes, ethical integrity, and specific sectoral experience necessary to fulfill the responsibilities of a Director, KMP, or Senior Management member.

â¢ The policy outlines a transparent framework for determining whether a candidate fulfills the rigorous criteria of independence specified under Section 149(6) of the Act and the SEBI Listing Regulations, ensuring the absolute objectivity of the Board.

(B) Guiding Principles for Remuneration Architecture:

â¢ Competitiveness and Sufficiency: The level and composition of remuneration are structured to be competitive, reasonable, and sufficient to attract, retain, and motivate individuals of the high caliber required to successfully run and manage the corporate operations of the Company.

â¢ Performance Linkage: The policy establishes a clear, measurable relationship between performance benchmarks and the remuneration paid, ensuring that a balance is maintained between fixed pay and performance-linked variable incentives that mirror the short-term and long-term strategic goals of the organization.

â¢ Balanced Component Design: The structural compensation packages are carefully balanced to comprise fixed components, perquisites, and performance bonuses, ensuring that the financial rewards align perfectly with the operational growth, corporate health, and overall stakeholder value of the Company.

The comprehensive Nomination, Remuneration, and Evaluation Policy has been securely implemented, and the full criteria governing executive compensation are hosted on the official website of the Company.

24. REPORTING OF FRAUDS BY AUDITORS:

Pursuant to the statutory disclosures mandated under Section 134(3) (ca) of the Companies Act, 2013, the Board of Directors notes that there have been absolutely no instances of corporate fraud, financial irregularities, or systemic deceptions identified, noticed, or reported by the Statutory Auditors (M/s MAAK & Associates, Chartered Accountants) under Section 143(12) of the Act and the rules framed thereunder during the financial year ended March 31, 2026.

Consequently, no reporting or statutory disclosures were required to be submitted to the Audit Committee, the Board of Directors, or the Central Government (Ministry of Corporate Affairs) by the auditing professionals for the fiscal period under review.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has always believed in providing a secure, transparent, and enabling corporate environment for all its employees, which is entirely free from discrimination, intimidation, or any form of sexual harassment. In strict compliance with the statutory mandates of Section 21 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, read with the rules framed thereunder, the Company has duly constituted an Internal Complaints Committee (ICC) across its registered and corporate offices.

The ICC is fully empowered and responsible for the prompt, strictly confidential, and unbiased redressal of any complaints or grievances relating to sexual harassment against women at the workplace, ensuring total alignment with the established guidelines.

Pursuant to the disclosure requirements mandated under the Act, the summary of the complaints received, handled, and processed during the financial year ended March 31, 2026, is detailed below:

â¢ Number of complaints pertaining to sexual harassment filed during the financial year: Nil

â¢ Number of complaints pertaining to sexual harassment disposed of during the financial year: Nil

â¢ Number of complaints pertaining to sexual harassment pending for more than ninety days: Nil

â¢ Number of workshops or awareness programs against sexual harassment carried out for the employees: 02

The Board notes that there were absolutely no complaints or active grievances pertaining to sexual harassment against women received by the Company or placed before the Internal Complaints Committee during the fiscal period under review.

26. CORPORATE GOVERNANCE: -

In strict adherence to the statutory disclosure norms mandated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formally established that compliance with the corporate governance provisions specified in Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and para C, D, and E of Schedule V are entirely non-applicable to the Company. This statutory exemption is applicable because the paid-up equity share capital and the overall net worth of the Company fall structurally well below the legally prescribed regulatory thresholds of ^10 Crores and ^25 Crores, respectively, as computed on the last day of the preceding financial year.

Consequently, a formal and technically complete Certificate of Non-Applicability pertaining to the submission of the separate Report on Corporate Governance, as stipulated under Regulation 15(2)(a) of the SEBI Listing Regulations, has been meticulously drawn up by the Management.

The said Certificate, explicitly confirming the absolute non-applicability of the corporate governance reporting framework and detailing the relevant financial thresholds, is appended herewith and attached as "Annexure - B" to this Directors'' Report, establishing full technical transparency and administrative compliance for the financial year ended March 31, 2026.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: -

Pursuant to the provisions of Regulation 34(2)(e) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report, highlighting the operational performance, industry trends, structural challenges, risk management frameworks, and future business outlook of the Company, is comprehensively drafted and appended to this Report as "Annexure - C".

The said report forms an integral, unabridged, and mandatory part of this Annual Report, providing a transparent review of the organizational developments during the financial year ended March 31, 2026.

28. ANNUAL LISTING FEE: -

The Company confirms that its equity shares remain actively traded on BSE Limited (BSE). In compliance with the provisions of Regulation 14 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has fully liquidated and paid all outstanding arrears, pending structural dues, alongside the complete Annual Listing Fees for the financial year 2025-26 to BSE Limited.

There are no outstanding listing fee defaults or financial liabilities due to the stock exchange as of the date of this Report.

29. INDUSTRIAL RELATIONS: -

The Board of Directors is pleased to report that the industrial relations across all manufacturing units, operational segments, and corporate offices of the Company remained exceptionally cordial, harmonious, and peaceful during the financial year ended March 31, 2026. The Management acknowledges and deeply appreciates the dedicated efforts, technical commitment, and professionalism exhibited by the entire workforce, including workmen, staff, and senior administrative personnel.

Throughout the reporting year, there were no instances of structural labor unrest, strikes, lockouts, or operational disruptions. The Company has systematically received the unyielding cooperation and proactive participation of its employees in executing its core business objectives, optimizing production capabilities for the industrial bags unit, and facilitating the development of its ongoing infrastructure projects. The Management remains structurally committed to maintaining a progressive, safe, and collaborative work environment that nurtures industrial peace and enhances overall organizational productivity.

30. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION: -

The statement of disclosure of remuneration and other statutory details of managerial personnel and employees, as mandated under 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 annexed hereto as "Annexure - D" and forms an integral part of this Report.

In terms of the statutory provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors hereby explicitly clarifies and confirms that none of the employees of the Company was in receipt of operational remuneration exceeding the financial thresholds prescribed under the said rules throughout the financial year ended March 31, 2026. Specifically:

â¢ No employee employed throughout the financial year was in receipt of remuneration aggregating to ^1 Crore 02 Lakhs or more per annum.

â¢ No employee employed for a part of the financial year was in receipt of remuneration aggregating to ^8 Lakhs 50 thousand or more per month.

â¢ No employee employed throughout or part of the financial year was in receipt of remuneration which, in the aggregate, was in excess of that drawn by the Managing Director or Whole-time Director and held by himself/herself, or along with their spouse and dependent children, more than two percent (2%) of the equity shares of the Company.

Consequently, the Company is not legally required to append the specific statement containing the itemized particulars of employees required under the aforementioned rules to this Report for the fiscal period under review.

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

31. CERTIFICATE FROM PRACTICING COMPANY SECRETARY

In accordance with Regulation 34(3) read with Clause (10)(i) of Paragraph C of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a formal certificate from Mr. Ishit P. Vyas, Proprietor of M/s. Ishit Vyas & Co., Practicing Company Secretaries, Ahmedabad.

The practicing professional has certified that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, the Ministry of Corporate Affairs, or any other such statutory or regulatory authority. The said certificate is annexed hereto as "Annexure - E" and forms an integral part of this Annual Report.

32. DIRECTORS'' RESPONSIBILITY STATEMENT: -

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, belief, and administrative capability, and according to the primary information and formal explanations obtained from the management and statutory professionals, hereby confirm and declare that:

(a) Compliance with Applicable Accounting Standards:

In the preparation of the Standalone Annual Financial Statements for the financial year ended March 31, 2026, the applicable accounting standards, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standard) Rules, 2015, had been systematically followed, and no material departures have been recorded. Proper, complete, and exhaustive explanations have been meticulously embedded within the respective Notes to the Financial Statements for any financial presentation variations or technical reclassifications executed during the fiscal period under review.

(b) Maintenance of Prudent Accounting Policies, Judgments, and Estimates:

The Directors had carefully selected appropriate and robust accounting policies and applied them consistently across all corporate transactions. The judgments and administrative estimates formulated by the management were structured in a highly reasonable, prudent, and realistic manner so as to give a true and fair view of the state of affairs of the Company as of March 31, 2026, and of the net profit and overall comprehensive income of the Company for the financial year ended on that date.

(c) Care for Safeguarding Corporate Assets and Record Maintenance:

The Directors had taken proper, sufficient, and exhaustive care for the structural maintenance of adequate accounting records in absolute accordance with the statutory provisions of the Companies Act, 2013. This institutional framework has been designed to diligently safeguard the Property, Plant, Equipment, under-construction assets, and current inventory of the Company, alongside preventing, noticing, and detecting any instances of operational fraud, financial inaccuracies, systemic errors, or other structural irregularities.

(d) Preparation of Financial Accounts on a Going Concern Basis:

The Directors had prepared the Standalone Annual Financial Statements and corresponding documentation for the fiscal year ended March 31, 2026, on a strict "Going Concern" basis. The Board retains absolute confidence that the Company possesses sufficient capital strength, ongoing revenue-generating segments, and dedicated infrastructural projects to fulfill its long-term financial liabilities and continue its corporate operations for the foreseeable future.

(e) Adequacy and Effective Operation of Internal Financial Controls (IFC):

The Directors had laid down clear, functional, and formal Internal Financial Controls (IFC) to be rigorously followed by the Company, and the Board confirms that such internal financial control systems are structurally adequate, robustly aligned with organizational scales, and have been operating with maximum efficiency and continuity throughout the reporting year. These controls systematically encompass policy adherence, data accuracy, asset security, and comprehensive compliance across both the solar trading and manufacturing segments.

(f) Devising Proper Regulatory Compliance Systems:

The Directors had devised, structured, and implemented proper internal governance systems to ensure full, unconditional compliance with the provisions of all applicable statutory laws, industrial guidelines, SEBI regulations, and secretarial mandates. The Board explicitly confirms that such compliance infrastructure has been reviewed, found completely adequate, and is operating effectively across all tiers of corporate administration.

33. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the financial year ended March 31, 2026, the Company has been in absolute, unconditional compliance with the mandatory Secretarial Standards issued, updated, and formulated by the Institute of Company Secretaries of India (ICSI).

Specifically, the corporate governance systems and administrative processes executed by the Company adhere completely to the following frameworks:

â¢ Secretarial Standard on Meetings of the Board of Directors (SS-1): The Company has systematically complied with all statutory timelines, notice requirements, agenda dissemination protocols, quorum configurations, and precise minutes-recording methodologies for all meetings of the Board of Directors and its statutory Committees held during the fiscal period under review.

â¢ Secretarial Standard on General Meetings (SS-2): The procedural mechanisms, shareholder notification intervals, remote e-voting systems, and reporting guidelines executed for convening and conducting general meetings of the members are in total harmony with the established parameters of SS-2.

The institutional compliance infrastructure of the Company remains robustly structured to safeguard transparency, protect minority shareholder rights, and ensure seamless secretarial conformity.

34. MANAGERIAL REMUNERATION:

In accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors confirms that the Company has not paid any managerial remuneration, commissions, or perquisites to its Managing Director, Executive Directors, or any other member of the Board of Directors during the financial year ended March 31, 2026.

Consequently, the provisions relating to the calculation of statutory limits and obtaining requisite approvals from the Nomination and Remuneration Committee, the Board of Directors, or the Shareholders, as mandated under Section 197 read with Schedule V to the Companies Act, 2013, are not applicable to the Company for the year under review. Furthermore, no managerial compensation was drawn from either the trading or the manufacturing business segments during the reporting year.

35. EXTRACT OF ANNUAL RETURN: -

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Company is no longer required to attach an extract of the Annual Return in Form MGT-9 to the Board''s Report following the statutory omissions mandated by the Companies (Amendment) Act, 2017.

In absolute compliance with the revised statutory framework, a full, unedited, and comprehensive copy of the Annual Return of the Company in the prescribed Form MGT-7 for the financial year ended March 31, 2026, has been securely hosted on the official website of the Company.

The web link to access the absolute prose and complete technical disclosures of the said Annual Return is explicitly provided below for the review of the stakeholders and regulatory authorities:

â¢ Web Link: https://www.shivamshree.com

36. RISK MANAGEMENT:

The Company recognizes that risk is an inherent characteristic of corporate enterprise and is fully committed to managing it proactively, systematically, and structurally. In line with this commitment, the Company has successfully developed and implemented a highly integrated risk management framework designed to ensure that business risks are continuously identified, evaluated, tracked, and mitigated to safeguard long-term corporate sustainability and protect stakeholder value.

The senior administrative personnel and the Board of Directors review this risk management framework on a periodic basis to absorb emerging industry challenges, assess systemic exposures, and optimize internal operational controls.

The core risk elements identified by the Management as having a potential bearing on the organizational continuity, along with their established structural controls, are itemized below:

â¢ Regulatory Changes and Compliance of Various Applicable Laws: As a listed corporate entity operating under multiple industrial segments, the Company is exposed to complex, shifting legal, secretarial, and environmental mandates. The Company mitigates this risk by maintaining an exhaustive internal compliance mapping infrastructure and utilizing experienced secretarial experts to ensure unconditional adherence to the Companies Act, 2013, SEBI Regulations, and local laws.

â¢ Currency Fluctuation: Macroeconomic shifts and exchange rate volatility present standard transactional exposures. The finance department maintains active surveillance over financial markets to implement prudent fiscal measures where necessary to protect operational cash flows from transactional erosion.

â¢ Manufacturing & Supply Chain Risks: The operations of the industrial bags manufacturing unit depend on the seamless procurement of specialized raw materials and reliable logistical corridors. The Company systematically builds strong relationships with multiple vendors, maintains strategic buffer inventories, and enforces strict quality control parameters to eliminate any potential supply or production bottlenecks.

â¢ Technological Changes: Industrial manufacturing and solar engineering require constant adaptation to modern operational standards. The Management addresses this by investing heavily in modern infrastructural setups, as evidenced by the ongoing construction of its advanced, self-owned manufacturing premises for the FIBC Bags unit and its solar power generating systems.

â¢ New Capital Investments Return: The Company is executing substantial long-term financial allocations toward capital projects, including its proprietary Solar Power Plant and manufacturing facility. To safeguard capital returns, the Management subjects all capital expenditure (CapEx) initiatives to strict technical evaluations, budgetary monitoring, and milestone-based project reviews before and during capitalization under Capital Work-in-Progress (CWIP).

â¢ Litigation Risks: The Company maintains transparent documentation and strong contractual frameworks across all its trade deals, vendor relationships, and creditor agreementsâsuch as the structural reclassification of long-term trade liabilitiesâto insulate the enterprise from costly commercial disputes and corporate litigations.

The Board of Directors has thoroughly evaluated these operational risk matrices and confirms that none of the aforementioned risks threaten the immediate or long-term existence of the Company. A robust, functional, and responsive risk mitigation mechanism is firmly in place to ensure that even if any of these exposures materialize, their financial or operational impact on the Company is kept at a minimum or completely neutralized.

37. MAINTENANCE OF COST RECORDS:

Pursuant to the statutory disclosures mandated under Section 134(3)(q) of the Companies Act, 2013, read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Board of Directors hereby explicitly clarifies and records that the Company is not required to maintain cost accounts and operational cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014.

The individual turnover and operational thresholds generated across both the trading and manufacturing segments of the Company during the financial year under review do not trigger the statutory limits mandated under the applicable rules.

Accordingly, such financial accounts, detailed cost sheets, and costing registers are not legally required to be prepared, made, or maintained by the management for the financial year ended March 31, 2026, and no separate filing is required to be submitted to the Central Government (Ministry of Corporate Affairs).

38. CAUTIONARY STATEMENT:

Statements contained in this Directors'' Report and the Management Discussion and Analysis Report describing the Company''s institutional objectives, projections, operational expectations, strategic estimates, or future financial forecasts may constitute "forward-looking statements" within the meaning of applicable securities laws, corporate statutes, and regulatory guidelines.

These statements are inherently based on certain assumptions and expectations of future events which are subject to a wide array of business risks, external macroeconomic factors, and systemic uncertainties.

The Company''s actual results, performance, operational breakthroughs, or financial achievements could differ substantially, materially, or adversely from those expressed, anticipated, or implied within these forward-looking projections due to a variety of significant underlying factors. Important factors and risks that could critically influence, alter, or impact the Company''s direct operations, trading volumes, and manufacturing outputs include, inter alia:

â¢ Demand and Supply Dynamics: Global and domestic demand-and-supply conditions affecting the volume, inventory turnover, and selling prices of finished goods, particularly within the textile and packaging material markets.

â¢ Input Availability and Cost Volatility: Fluctuations in the structural availability, supply chain logistics, and procurement prices of core raw materials, inputs, and components required for the under-construction manufacturing premises and industrial setups.

â¢ Regulatory and Legal Frameworks: Regulatory shifts, amendments to the Companies Act, 2013, changes in SEBI tracking regulations, local environmental laws, or updates to municipal policies.

â¢ Fiscal and Tax Policies: Changes in direct and indirect taxation infrastructure, Customs and Foreign Exchange rules, Goods and Services Tax (GST) mandates, and other general statutory tax laws.

â¢ Macro-Environmental Conditions: Economic performance, political developments, financial market volatility, and credit availability within the country and globally.

â¢ Operational Legalities and Labor: Lingering commercial litigations, dispute resolutions, and the continued stability of industrial relations across the company''s core operations.

The Company assumes absolutely no professional obligation or legal responsibility to publicly amend, update, modify, or revise any forward-looking statements contained herein on the basis of any subsequent developments, fresh information, or future occurrences, except as may be strictly required under applicable statutory provisions and listing agreements.

39. DEPOSITORY SYSTEM:

In order to provide maximum efficiency, seamless transactional convenience, and absolute security to its shareholders, the equity shares of the Company are fully admitted and available for dematerialization across both the premier national depositories established in India, namely:

â¢ National Securities Depository Limited (NSDL)

â¢ Central Depository Services (India) Limited (CDSL)

The International Securities Identification Number (ISIN) structurally allotted to the Company''s equity shares is INE857P01021.

Pursuant to the operational mandates issued by the Securities and Exchange Board of India (SEBI) and the Ministry of Corporate Affairs (MCA), the Company''s equity shares can only be transferred or traded in dematerialized form on the stock exchange. The Board of Directors strongly advises and requests all those members who continue to hold their equity shares in physical certificate form to take proactive steps to convert their physical holdings into dematerialized format with a registered Depository Participant (DP) of their choice.

This conversion eliminates all structural risks associated with physical certificates, such as loss in transit, theft, forgery, or accidental mutilation, while facilitating instant electronic trade settlements.

40. ADDITIONAL INFORMATION AND NOTES FORMING PART OF THE ACCOUNTS:

The Notes to the Financial Statements, read together with the relevant accounting policies and additional information, are self-explanatory and do not call for any further comments or explanations from the Board of Directors under Section 134 of the Companies Act, 2013.

All necessary operational, financial, and regulatory information, including the details pertaining to the capital expenditure under Capital Work-in-Progress (CWIP) and the reclassification of trade payables, has been adequately disclosed in the Notes forming part of the Standalone Financial Statements. The

Board confirms that the financial statements have been prepared in compliance with the applicable Indian Accounting Standards (Ind AS).

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

Pursuant to the provisions of Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, the Board of Directors hereby confirms that there have been no significant, adverse, or material orders passed against the Company by any regulatory authorities, stock exchanges (including BSE Limited), courts of law, statutory tribunals, or the Ministry of Corporate Affairs during the financial year ended March 31, 2026.

No judicial or administrative orders have been issued that impact the "Going Concern" status of the Company or could structurally threaten its operational future, project developments under Capital Work-in-Progress (CWIP), or the baseline continuity of its trading frameworks.

42. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, read with Section 134(5)(e) of the Act, the Company has engineered and maintained an extensive, automated, and legally compliant Internal Financial Controls (IFC) framework.

The system is calibrated to match the scale, multi-segment diversity, and operational flow of the business. It encompasses structured policies and verification checkpoints to ensure:

â¢ The orderly, systemic, and efficient conduct of corporate operations, including manufacturing outputs and trading volumes.

â¢ Absolute adherence to corporate management policies, board mandates, and institutional authorizations.

â¢ The complete safeguarding of its tangible assets, under-construction solar infrastructures, and raw fabric inventories.

â¢ The prevention, tracking, and early detection of administrative errors, financial leakages, or structural frauds.

â¢ The absolute accuracy, completion, and timely closing of accounting ledgers to facilitate the compilation of reliable financial statements in accordance with Ind AS.

The Statutory Auditors have independently evaluated these internal mechanisms and verified that the internal financial control systems over financial reporting are operating with maximum consistency, continuity, and effectiveness across all administrative tiers.

43. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

In strict alignment with the mandatory updates injected under Rule 8(5)(xi) of the Companies (Accounts) Rules, 2014, the Board of Directors explicitly states and registers that:

â¢ There are no corporate insolvency proceedings, financial recovery actions, or restructuring operations initiated, filed, or pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC) before the National Company Law Tribunal (NCLT) or any other judicial body during the financial year ended March 31, 2026.

â¢ The Company has not made any application or corporate filing under the IBC for the initiation of corporate insolvency resolution processes during the fiscal period under review.

44. 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:

Pursuant to the statutory reporting updates mandated under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, the Board of Directors notes that the Company has not entered into any OneTime Settlement (OTS) schemes, financial hair-cuts, or debt restructuring settlements with any commercial banks, scheduled financial institutions, or non-banking financial companies (NBFCs) during the financial year ended March 31, 2026.

Consequently, the requirement to disclose or evaluate any differences between the valuation done at the time of executing such a one-time settlement and the structural asset valuation done while originally securing credit facilities is entirely not applicable to the Company.

45. APPRECIATION AND ACKNOWLEDGMENTS:

The Board of Directors wishes to place on record its deep sense of gratitude and sincere appreciation for the continuous support, guidance, and co-operation received from various Central and State Government Departments, organizational bodies, local municipal authorities, and statutory regulatory agencies during the financial year ended March 31, 2026.

The Directors also gratefully acknowledge the unyielding trust, confidence, and excellent support extended to the Company by its valued stakeholders, viz., Shareholders, customers, institutional dealers, vendors, banking institutions, and other corporate business partners during the fiscal period under review. Their sustained alliance has been instrumental in enabling the Company to navigate macroeconomic challenges and execute its strategic operations efficiently.

The Board of Directors further expresses its warm appreciation to all the employees, staff members, and workmen of the Company at all levels for their unstinted commitment, technical dedication, and continued valuable contributions. It is their collaborative effort that drives the operational growth of the Company, including the management of trading segments and the structural deployment of longterm capital infrastructure projects like the Solar Power Plant and the Flexible Intermediate Bulk Container (FIBC) Bags manufacturing initiatives. The Management remains entirely committed to fostering this shared spirit of excellence to deliver enhanced, long-term stakeholder value in the years ahead.

Mar 31, 2025

Your directors have pleasure in presenting their 42^nd Annual Report on the business and operations
of the Company and the Audited Accounts of the Company for the Financial Year ended on 31^stMarch, 2025.

1. FINANCIAL SUMMARY AND PERFORMANCE OF THE COMPANY:

(Rupees in Lakhs)

	Standalone
Particulars	Year ended	Year ended
	31.03.2025	31.03.2024
I. Total Revenue	413.73	1,170.83
II. Total Expenditure	509.71	1,168.01
III. Profit/(Loss) Before Tax (I-II)	(95.98)	2.82
IV. Provision for Taxation	(21.41)	3.87
V. Profit/(Loss) After Tax (III-IV)	(74.57)	(1.05)

2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

During the year under review, the Company has earned revenue from operations of Rs. 413.73
(Amount in Lakhs). The Board of Directors of the Company is continuously making efforts for the
growth of the Company.

3. CHANGE IN NATURE OF BUSINESS

Pursuant to the provisions of Section 13 and all other applicable provisions, if any read with
applicable Rules made there under (including amendments or re-enactment thereof), the
shareholder of the company has given their consent by passing special resolution in their meeting
held on March 1, 2025 to alter the existing Main Object Clause of the Memorandum of Association
(the "MOA") of the Company by inserting the new sub-clauses 6 after the existing sub clause 5 of
Clause III (A) thereby adding one new object in the nature of business of the company.

4. DIVIDEND: -

The directors are not recommending any dividend due to loss incurred by the company during the
year under review.

5. TRANSFER TO RESERVE

The Company has transferred Net Loss of Rs. 74.57/- (Amount in Lakhs) to its reserves. Reserves and
Surplus at the end of the year stood at Rs. (91.03) as compared to Rs. (18.46) at the beginning of the
year.

6. SHARE CAPITAL: -
Authorised Share Capital:

During the year, your company increased its Authorised Share Capital from Rs.5,00,00,000/- (Rupees
Five Crores only) to Rs.9,00,00,000/- (Rupees Nine Crores only) by passing special resolution in the
meeting of the shareholders held on March 1, 2025.

Paid-up Share Capital:

During the year, your company allotted 3,00,00,000 equity shares of Rs. 1/- each at an issue price of
Rs. 1.50/- per share including a premium of Rs 0.50/- per share) by way of preferential allotment, as
a result of which, the paid-up share capital of the company as on 31^st March, 2025 stood increased
to 7,56,50,000 dividend into 7,56,50,000 equity shares of face value of Rs. 1/- each.

No disclosure is required under Section 67(3)(c) of the Companies Act, 2013 (Act) in respect of voting
rights not exercised directly by the employees of the Company as the provisions of the said Section
are not applicable.

7. UTILIZATION OF FUNDS RAISED THROUGH ISSUE OF EQUITY SHARES

The sum of Rs. 4,50,00,000/- raised during the year 2024-25 through issue of Equity Shares on a
preferential basis has been fully utilized for the purpose for which it was raised and there has been
no deviation or variation in utilisation of this sum.

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

There are no material changes and commitments affecting the financial position of the Company
which have occurred between the end of the Financial Year of the Company to which the financial
statements relate and the date of the Report.

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

As on March 31^st, 2025, the Board of Directors of the Company comprised of Five Directors, with two
Executive and three Non-Executive Directors, which included, two Independent Directors. As per the
Provisions of the companies Act, 2013 there is requirement of appointment of one more
Independent Director on the Board of Directors but due to restriction on trading, the management is
unable to find suitable person as Independent Director. There is no change in the composition of
Board of directors during the Financial Year 2024-25.

BOARD MEETINGS: -

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

There were 5(Five) Meetings of the Board Meetings held during the Financial Year 2024-25, (i.e. May
20, 2024, August 12, 2024, October 25, 2024 and January 09, 2025, January 30, 2025) were
convened and held. The maximum gap between any two consecutive Board Meetings did not exceed
120 (One Hundred and Twenty) days.

AUDIT COMMITTEE MEETINGS: -

Pursuant to the provisions of Section 177(1) of the Companies Act, 2013, Rule 6 of the Companies
(Meetings of Board & Its Powers) Rules, 2014, your Company has constituted an Audit Committee of
the Board of Directors. The Audit Committee comprise of the following Members as on March 31,
2025:-

NAME	DESIGNATION	CATEGORY
Rajesh Bhavanbhai Chauhan	Chairman	Non-executive, independent director
Nilesh Himatlal Trivedi	Member	Non-executive, independent director
Arunaben Bavishiya	Member	Non-executive, Women director

There were 4(Four) Meetings of the Audit Committee of the Board of directors held during the
Financial Year 2024-25 (i.e. 20.05.2024, 12.08.2024, 25.10.2024 and 30.01.2025).

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

During the Financial Year 2024-25, all recommendations made by the Audit Committee to the Board
of Directors were accepted by the Board and there were no instances where the recommendations
were not accepted.

NOMINATION AND REMUNERATION COMMITTEE: -

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Rule 6 of the Companies
(Meetings of Board & Its Powers) Rules, 2014, your Company has constituted a Nomination and
Remuneration Committee of the Board of Directors. The Nomination and Remuneration Committee
comprises of the following Members as on March 31^st, 2025: -

NAME	DESIGNATION	CATEGORY
Shaileshbhai Bavishiya	Chairman	Executive director
Rajesh Bhavanbhai Chauhan	Member	Non-executive, Independent director
Nilesh Himatlal Trivedi	Member	Non-executive, Independent director

There was 1 (One) Meetings of the Nomination and Remuneration Committee of the Board of
Directors held during the Financial Year 2024-25 (i.e., on October 25^th, 2024).

STAKEHOLDERS COMMITTEE MEETINGS: -

Pursuant to the provisions of Section 178 of the Companies Act, 2013, your Company has
constituted a Stakeholders'' Relationship Committee of the Board of Directors, comprising of the
following Members as on March 31^st, 2025: -

NAME	DESIGNATION	CATEGORY
Rajesh Bhavanbhai Chauhan	Chairman	Non-executive, independent director
Nilesh Himatlal Trivedi	Member	Non-executive, independent director
Arunaben Bavishiya	Member	Non-executive director, women director

sThere were 4 (Four) Meetings of the Stakeholders Committee of the Board of directors held during
the Financial Year 2024-25 (i.e. . 20.05.2024, 12.08.2024, 25.10.2024 and 30.01.2025).

10. VIGIL MECHANISM / WHISTLE BLOWER POLICY: -

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

11. DEPOSITS: -

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

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

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

13. DECLARATION BY INDEPENDENT DIRECTORS

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

14. CERTIFICATE FROM PRACTICING COMPANY SECRETARY

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

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: -

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

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

All Related Party Transactions entered into by your Company during the Financial Year 2024-2025,
were on arm''s length basis and in the ordinary course of business. There were no material
significant Related Party Transactions entered into by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with the
interest of the Company. Requisite prior approval of the Audit Committee of the Board of Directors
was obtained for Related Party Transactions. Therefore, disclosure of Related Party Transactions in
Form AOC-2 as per the provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read

with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. Attention of Shareholders
is also drawn to the disclosure of transactions with related parties set out in Note No. 21 of the
Financial Statements, forming part of the Annual Report. None of the Directors have any pecuniary
relationships or transactions vis-a-vis the Company.

17. MATERIAL CHANGES: -

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

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

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

19. SUBSIDIARY COMPANIES: -

As on March 31^st, 2025, the Company does not have any subsidiary.

20. AUDITORS'' REPORT: -

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

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

21. DIRECTORS/ KEY MANAGERIAL PERSONNEL: -

Sr. No.	Name of the Director	DIN	Designation
1.	Prafulbhai Parshottambhai Bavishiya	01908180	Managing Director
2.	Shaileshbhai Parshottambhai Bavishiya	01908191	Executive Director
3.	Arunaben Prafulkumar Bavishiya	07385551	Non-Executive Director, Women Director
4.	Nilesh Himatlal Trivedi	08141177	Non-Executive, Independent Director
5.	Rajesh Bhavanbhai Chauhan	08141179	Non-Executive, Independent Director

Details of the Key Managerial Personnel of the Company as on 31.03.2025 are as follows:

Sr. No	Name	DIN/PAN	Designation
1.	Prafulbhai Parshottambhai Bavishiya	01908180	Managing Director
2.	Ghanshyam Kalubhai Gajera	AJPPP5551K	CFO (KMP)
3.	Deepank Agrawal	BUMPA8556Q	Company Secretary

Details of the Changes in Directorship during the year

Sr. No	Name of Director	DIN/PAN	Nature of change	Designation	Date
1.	Deepank Agrawal	BUMPA8556Q	Appointment	Company Secretary	09.01.2025

22. CORPORATE SOCIAL RESPONSIBILITY (CSR): -

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

23. BOARD EVALUATION: -

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

24. REMUNERATION POLICY: -

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

25. FRAUD REPORTING:

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

26. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

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

27. CORPORATE GOVERNANCE: -

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

28. AUDITORS: -

(A) STATUTORY AUDITORS: -

M/s M A A K & Associates, Chartered Accountants (Firm Reg. No. 135024W) hold office until the
conclusion of financial year 2027-2028.

(B) SECRETARIAL AUDITOR: -

The Board of Directors of your Company at its meeting held on May 20^th, 2024, appointed Mr. Ishit
Vyas, Proprietor of M/s. Ishit Vyas & Co., Company Secretaries (Membership No.: F7728), who
have provided their consent and confirmed their eligibility to act as the "Secretarial Auditors" of
the Company to conduct the Secretarial Audit for the Financial Year 2024-25, pursuant to the
provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report submitted by
the Secretarial Auditors for the Financial Year 2024-25 is annexed as "Annexure - B" to this
Board''s Report.

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

There is no reservation or adverse remarks or disclaimer except qualified opinion made by the
Statutory Auditors in their report on the financial statement of the Company for the Financial Year
ended on 31^st March, 2025. There is no reservation or adverse remarks or disclaimer except nonÂ¬
compliance during the Financial Year ended on 31^st March, 2025 as given by the Secretarial
Auditor in report as "Annexure B" in Form MR-3.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: -

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

30. ANNUAL LISTING FEE: -

The Company has paid all the pending dues along with Annual Listing Fees for the year 2025-26 to
BSE Limited (BSE) where its securities are listed.

31. INDUSTRIAL RELATIONS: -

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

32. PARTICULARS OF EMPLOYEES: -

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

33. DIRECTORS'' RESPONSIBILITY STATEMENT: -

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

a) In the preparation of the Annual Accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at 31^st March, 2025 and of the profit of the Company for
the period 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 this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the Annual Accounts on a Going Concern Basis;

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

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

34. SECRETARIAL STANDARDS:

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

35. MANAGERIAL REMUNERATION:

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

36. EXTRACT OF ANNUAL RETURN: -

As required under Section 92(3) of the Companies Act, 2013 and the Rules framed there under,
the extract of the Annual Return in Form MGT 9 is annexed herewith as "Annexure G". Further
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013, the Annual
Return as on 31^st March, 2025 is also available on the website of the company at
www.shivamshree.com.

37. RISK MANAGEMENT:

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

38. CORPORATE GOVERNANCE CERTIFICATEâ NON-APPLICABILITY:

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

39. MAINTENANCE OF COST RECORDS:

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

40. CAUTIONARY STATEMENT:

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

41. DEPOSITORY SYSTEM:

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

42. ADDITIONAL INFORMATION:

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

43. APPRECIATION:

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

Date: 28.08.2025 By order of the Board,

Place: Ahmedabad For, Shivamshree Businesses Limited

SD/- SD/-

Director Director

Praful Bavishiya Shailesh Bavishiya

DIN: 01908180 DIN: 01908191

Mar 31, 2024

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

1. FINANCIAL SUMMARY AND PERFORMANCE OF THE COMPANY:

(Runees in Lakhs)

	Standalone
Particulars	Year ended	Year ended
	31.03.2024	31.03.2023
I. Total Revenue	1,170.83	9.70
II. Total Expenditure	1,168.01	15.55
III. Profit/(Loss) Before Tax (I-II)	2.82	(5.85)
IV. Provision for Taxation	3.87	(0.72)
V. Profit/(Loss) After Tax (III-IV)	(1.05)	(5.13)

2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

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

3. CHANGE IN NATURE OF BUSINESS

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

4. DIVIDEND:-

The Company has not declared any dividend during the year.

5. TRANSFER TO RESERVE

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

6. SHARE CAPITAL:-

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

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

There are no material changes and commitments affecting the financial position of the Company which
have occurred between the end of the Financial Year of the Company to which the financial statements
relate and the date of the Report.

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

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

BOARD MEETINGS: -

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

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

AUDIT COMMITTEE MEETINGS:-

NAME	DESIGNATION	CATEGORY
Rajesh Bhavanbhai Chauhan	Chairman	Non-executive, Independent director
Nilesh Himatlal Trivedi	Member	Non-executive, Independent director
Arunaben Bavishiya	Member	Non-executive director, Women director

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

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

NOMINATION AND REMUNERATION COM MITTEE:-

NAME	DESIGNATION	CATEGORY
Shaileshbhai Bavishiya	Chairman	Executive director
Rajesh Bhavanbhai Chauhan	Member	Non-executive, Independent director
Nilesh Himatlal Trivedi	Member	Non-executive, Independent director

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

STAKEHOLDERS COMMITTEE MEETINGS:-

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

NAME	DESIGNATION	CATEGORY
Rajesh Bhavanbhai Chauhan	Chairman	Non-executive, independent director
Nilesh Himatlal Trivedi	Member	Non-executive, independent director
Arunaben Bavishiya	Member	Non-executive director, women director

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

9. VIGIL MECHANISM / WHISTLE BLOWER POLICY:-

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

10. DEPOSITS:-

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

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

12. DECLARATION BY INDEPENDENT DIRECTORS

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

13. CERTIFICATE FROM PRACTICING COMPANY SECRETARY

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

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:-

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

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

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

16. MATERIAL CHANGES:-

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

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

18. SUBSIDIARY COMPANIES: -

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

19. AUDITORS'' REPORT :-

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

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

20. DIRECTORS/ KEY MANAGERIAL PERSONNEL:-

Sr. No.	Name of the Director	DIN	Designation
1.	Prafulbhai Parshottambhai Bavishiya	01908180	Managing Director
2.	Shaileshbhai Parshottambhai Bavishiya	01908191	Executive Director
3.	Arunaben Prafulkumar Bavishiya	07385551	Non-Executive Director, Women Director
4.	Nilesh Himatlal Trivedi	08141177	Non-Executive, Independent Director
5.	Rajesh Bhavanbhai Chauhan	08141179	Non-Executive, Independent Director

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

Sr. No	Name	DIN/PAN	Designation
1.	Prafulbhai Parshottambhai Bavishiya	01908180	Managing Director, Promoter
2.	Ghanshyam Kalubhai Gajera	AJPPP5551K	CFO (KMP)

Details of the Changes in Directorship during the year

Sr.

Name of Director

DIN/PAN

Nature of change

Designation

Date

Prafulbhai

Parshottambhai Bavishiya

01908180

Change in
Designation

Managing Director

27.09.2023

21. CORPORATE SOCIAL RESPONSIBILITY (CSR) :-

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

22. BOARD EVALUATION:-

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

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

23. REMUNERATION POLICY:-

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

24. FRAUD REPORTING:

25. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

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

26. CORPORATE GOVERNANCE:-

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

27. AUDITORS:-

(A) STATUTORY AUDITORS:-

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

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

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

(B) SECRETARIAL AUDITOR:-

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

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

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

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

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

29. ANNUAL LISTING FEE:-

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

30. INDUSTRIAL RELATIONS:-

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

31. PARTICULARS OF EMPLOYEES:-

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

32. DIRECTORS'' RESPONSIBILITY STATEMENT:-

a) In the preparation of the Annual Accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company for the
period ended on 31^st March, 2024.

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

d) The Directors had prepared the Annual Accounts on a Going Concern Basis;

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

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

33. SECRETARIAL STANDARDS:

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

34. MANAGERIAL REMUNERATION:

35. EXTRACT OF ANNUAL RETURN: -

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

36. RISK MANAGEMENT:

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

37. CORPORATE GOVERNANCE CERTIFICATEâ NON APPLICABILITY:

38. MAINTENANCE OF COST RECORDS:

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

39. CAUTIONARY STATEMENT:

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

40. DEPOSITORY SYSTEM:

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

41. ADDITIONAL INFORMATION:

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

42. APPRECIATION:

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

Date: 27.08.2024 By order of the Board,

Place: Ahmedabad For, Shivamshree Businesses Limited

SD/- SD/-

Director Director

Praful Bavishiya Shailesh Bavishiya

DIN: 01908180 DIN: 01908191

Mar 31, 2015

Dear Members,

The Company's Directors are pleased to present the 32nd Annual Report of the Company, for the financial year ended 31st March, 2015.

FINANCIAL SUMMARY

(In Rupees)

Particulars

For the Year Ended For the Year Ended 31.03.2015 31.03.2014

Revenue from Operations 9,811,730.00 9,139,400.00

Other Income 0.00 0.00

Total Income 9,811,730.00 9,139,400.00

Total Expenditure 9,474,253.00 8,936,982.00

Profit/(Loss) before tax 337,477.00 202,418.00

Provision for Tax 154,905.00 18,413.00

Net Profit/ (Loss) 182,575.00 184,005.00

Paid Up Share Capital 45,650,000.00 45,650,000.00

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year under review, your company has generated Rs 9,811,730 the revenue from operations. Your Directors strongly believes that in the coming financial year, your Company will be able to do profitable business and will resort for better financial results.

SHARE CAPITAL

The issued, subscribed and paid up capital of the Company is Rs 4,56,50,000 (Rupees Four Crore Fifty Six Lacs Fifty Thousands) divided into 4,56,50,000 (Four Crore Fifty Six Lacs Fifty Thousands) equity shares of Rs 1/- each.

During the Year Company has split the face value of its share from Rs 10/- to Rs 1/- in the Extraordinary General Meeting of the Company held on 08th December 2015.

DIVIDEND

In the view of inadequate profits in current year and also accumulated losses in previous years your directors do not recommended any dividend for the financial year ended March 31, 2015. Your Directors are hopeful that they will present a much strong financial statements in coming years.

TRANSFER TO RESERVES

During the financial year 2014-15, Profit of Rs. 182572 has been transferred to General Reserves.

SUBSIDIARY AND ASSOCIATE COMPANIES

Presently, the Company has no subsidiary or Associate Company.

STATUTORY AUDITORS & THEIR REPORT

M/s. Goel Mintri & Associates, Chartered Accountants having FRN: 013211N, submitted their resignation as Statutory Auditors of the Company in August 2015. To fill the casual vacancy, the Board at its meeting held on August 28, 2015 approved the appointment of M/s. Sudhir S Shah and Co., Chartered Accountants (Firm Registration No. 124580W) as Statutory Auditors, subject to the approval of shareholders at the ensuing Annual General Meeting.

M/s. Sudhir S Shah and Co., Chartered Accountants has confirmed their eligibility and willingness to act as Statutory Auditors, if appointed, and the necessary certificate pursuant to Section 139(1) of the Companies Act, 2013 and rules made thereunder has been received from them. Pursuant to Section 139(8) of the Companies Act, 2013, M/s. Sudhir S Shah and Co., Chartered Accountants shall hold office till the conclusion of Next annual general meeting.

In terms of the provisions of the Companies Act, 2013, (Act) any appointment of the Statutory Auditors in the casual vacancy arising as a result of resignation of an auditor, has to be approved by the Company at a general meeting within 3 months from the date of recommendation of the Board of Directors of the Company and the said office shall be held till the conclusion of the next Annual General Meeting. Considering the coinciding of the General Meeting and the Annual General Meeting, the Board of Directors proposes/recommends the appointment of M/s. Sudhir S Shah and Co., Chartered Accountants (Firm Registration No. 124580W), as the Statutory Auditors of the Company to hold office from the conclusion of this Meeting until the conclusion of next Annual General Meeting to be held in calendar year 2016, subject to the approval of the members.

Auditors Report in respect of the Financial Statement for the current Financial Year given by M/s. Goel Mintri & Associates is self Explanatory and the Statutory Audit Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR AND THEIR REPORT

The Board has appointed V. Kumar & Associates, Company Secretaries, to conduct Secretarial Audit under the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith and marked as Annexure I to this Report. The Secretarial Audit Report is self explanatory and does not warrant any comments contain any qualification, reservation or adverse remark.

DIRECTORS AND KEY MANAGERIAL PERSONNELS

Appointment during the year

During the financial year 2014-15, Mr. Kheem Singh was appointed as additional director of your Company at the meeting of the Board of Directors held on 22nd January, 2015 and his tenure was upto the ensuing AGM and to be subsequently to be appointed as a Executive Director by the shareholders at the AGM to be held on 28th September, 2015 and Mr. Amitkumar Rameshchandra Rana was appointed as additional director of your Company at the meeting of the Board of Directors held on 24th August, 2015 and his tenure was upto the ensuing AGM and to be subsequently to be appointed as a Managing Director by the shareholders at the AGM to be held on 28th September

During the financial year 2014-15, Ms. Vandana Kumari, Mr. Mohit Kumar and Mr. Bhim Singh Chaudhary was appointed as additional directors of your Company at the meeting of the Board of Directors held on 24th July 2015, 22nd January 2015 and 26th December, 2014 respectively and their tenure was upto the ensuing AGM and to be subsequently to be appointed as Director by the shareholders at the AGM to be held on 28th September

Resignation from Directorship during the year

Mr. Rakesh Vashist, who was appointed as an Director of the Company resigned with effect from June 23, 2014, Mr. Ratan Singh an Independent Director on the Board has resigned as a Director with effect from November 11, 2014. Mr. Manish Mishra an Independent Director on the Board has resigned as a Director with effect from August 26, 2014, Mr. Sudharshan Jha an Independent Director on the Board has resigned as a Director with effect from January 22, 2015, Mr. Ravi Jain an Independent Director on the Board has resigned as a Director with effect from December 26, 2014, Mr Aditiya Singh an Independent Director on the Board has resigned as a Director with effect from February 13, 2015, Ms Ruchi an Independent Director on the Board has resigned as a Director with effect from June 30, 2015, Mr. Sarwesh Singh an Independent Director on the Board has resigned as a Director with effect from 24th August 2015.

Retire by Rotation

As per Article 109 of the Articles of Association of the Company, one third of the Directors are liable to retire by rotation at the Annual General Meeting of the Company. All the Directors on the Board of the Company are additional Directors therefore no Director is liable to retire by rotation.

Reappointment of Directors at the Ensuing AGM

Your Directors recommend that the resolutions relating to the re-appointment of Mr. Kheem Singh and Mr. Amitkumar Rameshchandra Rana (who are liable to retire by rotation), as Executive Director and Managing Director of the Company.

Further, in compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Mohit Kumar, and Mrs. Vandana Kumari was appointed during the year as Independent Directors, not liable to retirement by rotation to hold office up to 5 (five) consecutive years from date of their appointment subject to approval of shareholders at the coming Annual General Meeting. Resolution to this effect has been appended in the Notice of Annual General Meeting.

Brief resumes of these Directors are furnished along with the Explanatory Statement to the notice to the 32nd Annual General Meeting. The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Act, that they meet the criteria of independence as laid down in section 149(6) of the Act.

APPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONELLS

Pursuant to the provisions of section 203 of the Companies Act 2013 and the rules made thereunder Mr. Kapil Soni, was appointed as Chief Financial Officer of the Company on 26th August 2014 who has resigned from the post of chief Financial Officer with effect from August 13, 2015 .and Ms. Deepa Gupta was appointed as Company Secretary of the Company with effect from 3rd March 2014 who has also resigned with effect from 24th August 2015.

The Board of Directors has appointed Mr. Viral Kapadia as the Chief Financial Officer and Chief Executive Officer of the Company and Mr. PalanPuri Hemant Ashokbhai as Company Secretary of the Company w.e.f 24th August, 2015.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance and individual directors pursuant to the provisions of the Companies Act, 2013. The performance of the Board was evaluated by the Board on the basis of the criteria such as the Board composition and structure, effectiveness of Board process, information and functioning etc. The Board and Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of individual director to the Board and committee meetings like preparedness on the issue to be discuss meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent directors, performance of non-independent director, performance of the Board as a whole and performance of Chairman was evaluated.

NOMINATION & REMUNERATION POLICY

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration as required under Section 178 of the Companies Act, 2013. The Nomination & Remuneration Policy of the Company is annexed herewith and marked as Annexure II to this Report.

EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Adequate internal controls have been laid down by the Company to safeguard and protect its assets as well as to improve the overall productivity of its operations. All the transactions are properly authorized, recorded and reported to the management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The detailed process of review not only ensures reliability of control systems and legal compliances with applicable legislation, defined policies and processes but also reviews efficiency of systems and ensures safeguarding of tangible and intangible assets.

CORPORATE GOVERNANCE REPORT

In pursuance of SEBI Circular CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, Clause 49 of the Listing Agreement shall be applicable those companies having paid up equity share capital exceeding Rs.10 crore and Net Worth exceeding Rs.25 Crore, as on the last day of the previous financial year. The paid up share capital and net worth of your company do not come under the purview of applicability of clause 49 of Listing Agreement i.e. Corporate Governance. Therefore Report of Corporate Governance is not attached herewith.

In spite of above said SEBI circular, Your Company adopts best practices for corporate governance, disclosure standard and enhanced shareholder value while protecting the interest of all other stakeholders including clients, its employee. This has enabled your Company to earn the trust and goodwill of its investors, business partners, employees and the communities in which it operates. Your directors believe that Company profitability must go hand in hand with a sense of responsibility towards all stakeholders, employee and communities.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended 31st March, 2015 and state that:

a. in the preparation of the annual accounts for the financial year ended on 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were 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.

PARTICULARS OF EMPLOYEES

During the year under review no employee is covered as per rules 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, therefore no statement is required be given showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are not applicable.

PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

i) the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15:

No Director has drawn any remuneration from the Company during the financial year 2014-15 therefore ratio of remuneration of each director is not ascertainable

ii) the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2014-15:

No Director has drawn any remuneration from the Company during the financial year 2014-15 Therefore increase in remuneration of each director is not ascertainable. Increase in remuneration of Mr. Kapil Soni, Chief Financial Officer and Ms. Deepa Gupta Company Secretary of Company are not ascertainable as they were appointed respectively on 26.08.2014 and 03.03.2014. However Mr. Kapil Soni drawn Rs. 1.01 Lac during the financial year 2014-15 and Ms. Deepa Gupta drawn Rs. 1.80 Lacs during the financial year 2014-15.

iii) the percentage increase in the median remuneration of employees in the financial year 2014-15: 6.66%

iv) the number of permanent employees on the rolls of company: Seven

v) the explanation on the relationship between average increase in remuneration and company performance:

The average increase in remuneration of employees for Financial Year ended on 2015 was 2.56% whereas the performance of the Company has been improved. During the year under review Company's Revenue has increased by 7.36% as compared with previous financial year. Net Profit of the Company during the financial year decreased by 0.78% from Rs 1.84 Lacs to Rs 1.83 Lacs (a decrease of 0.78%)

vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

Amount in Lacs

Remuneration of Key Managerial Personnel (KMP) during the year 2.81

Revenue from operations 98.12

Remuneration as % of revenue 2.86%

Profit after tax 1.83

Remuneration as % of Profit after tax 153.55

vii) variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year:

Particulars Unit As at 31st March, 2015

Closing rate of share at BSE Rs. 55.45

EPS Rs. 0.04

Market Capitalization Rs./Lac 2531.29

Price Earnings Ratio Rs. N.A.

Particulars As at 31st Variation March, 2014

Closing rate of share at BSE N.A. N.A.

EPS Rs. 0.04 Nil

Market Capitalization N.A. N.A.

Price Earnings Ratio N.A. N.A.

viii) 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:

Amount in Lacs

2014-15 2013-14 Increase/ Decrease in %

Average Salary of Employee other than key Managerial 14.36 6.10 135.41

Personnel (Per Annum)

Managing Director/Director Nil Nil Nil

CFO 1.01 Nil N.A.

Company Secretary 1.80 Nil N.A.

ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:

The Remuneration is being paid in Key Managerial personnel only to Mr. Kapil Soni, Chief Financial Officer and Ms. Deepa Gupta Company Secretary of the Company in the financial year 2014-15 therefore increment in the remuneration of Key Managerial Personnel is not ascertainable compared to 2013-14, whereas the Profit Before Tax and exceptional items increased by 59.97% in 2014-15, compared to 2013-14.

x) the key parameters for any variable component of remuneration availed by the Directors:

The key parameters for the variable component of remuneration, if any, availed by the Directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Nomination & Remuneration Policy for Directors.

xi) the ratio of remuneration of the highest paid Director to that of the employees who are not Directors but receivable remuneration in excess of the highest paid director during the year:

No Director has drawn any remuneration from the Company during the financial year 2014-15 therefore the ratio of remuneration of the highest paid Director to that of the employees who are not Directors but receivable remuneration in excess of the highest paid director during the year is not ascertainable:

xii) Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration Policy of the Company.

LISTING ON THE STOCK EXCHANGE

The Company's shares are listed with BSE Limited and the Company has paid the necessary listing fees for the Financial Year 2015-16.

DEMATERIALISATION OF SHARES

Company has established connectivity with the both depositories National Securities Depositories Limited and Central Depository Services Limited. The ISIN of the Company is INE857P01021

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts or arrangements entered into by the Company in accordance with the Section 188 of the Companies Act, 2013. During the year, the Company had not entered into any contract or arrangement with related parties which could be considered 'material' according to the policy of the Company on Materiality of Related Party Transactions.

DISCLOSURES:

A) EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure-III to this Report.

B) MEETINGS OF THE BOARD

During the financial year ended March 31, 2015, 7 meetings of the Board of Directors were held as against the statutory minimum requirement of 4 times. None of the two Board Meetings have a gap of more than 120 days between them. The dates of meetings and the number of directors present therein are mentioned below:

Sr. Date Sr. No. Date No.

1. 30.05.2014 7. 13.11.2014

2. 23.06.2014 8. 26.12.2014

3. 14.08.2014 9. 22.01.2015

4. 26.08.2014 10. 13.02.2015

5. 29.09.2014 11. 27.03. 2015

6. 11.11.2014

C) COMPOSITION OF AUDIT COMMITTEE

The Audit Committee as on date comprises of Four members, including one is Executive Director viz. Mr. Kheem Singh and two Non executive Independent director viz Ms. Vandana Kumari, Mr. Mohit Kumar and One Non executive Director viz. Bhim Singh Chaudhary and Mr. Mohit Kumar is the Chairmen of the Committee.

D) VIGIL MACHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013, the Board of Directors at its meeting held on 29th May, 2015 has adopted a vigil mechanism/whistle blower policy of the Company. The policy provides a framework for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. Protected disclosures can be made by a whistle blower through an email or to the Chairman of the Audit Committee. The vigil mechanism/ whistle blower policy can be accessed on the Company's website at the link: www.Siddarthbusiness. com.

E) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and during the year under review, your Board has constituted an Internal Complaints Committee to consider and redress complaints of sexual harassment & also adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

During the financial year 2014-15, the Company has received no complaints on sexual harassment.

F) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITY PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statements.

G) PARTICULARS OF REMUNERATION

During the year under review, no director is being paid any remuneration therefore disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 is not required.

H) GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. The Managing Directors of the Company did not receive any remuneration or commission from subsidiary.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Director's report for the year ended 31st March, 2015 are given below :

A. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

i. STEPS TAKEN FOR CONSERVATION OF ENERGY

The Company has been taking energy saving measures viz., Use of energy saver electrical equipments, CFL fittings are provided inside the building for common area lighting in the projects of the Company, Efficient ventilation system in offices and the projects of the Company.

Moreover, your company emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

STEPS TAKEN BY COMPANY TO USE ALTERNATE SOURCE OF ENERGY & CAPITAL INVESTMENT IN ENERGY CONSERVATION EQUIPMENT.

Your Company engaged in the business which does not require intense use of energy so no steps has been taken to use alternate source of energy. Company use energy efficient equipments such as LED, CFL etc.

B. TECHNOLOGY ABSORPTION

Your Company is engaged in to the business production and trading of Milk. The business of the Company does not require intense use of technology. Therefore no technology has been absorbed during the period under review. Further during the year Company has not imported any technology.

Your Company has not undertaken any research and development work during the year 2014-15. However, in order to minimize its cost and increase the quality of its products, your Company is trying to maintain highest standard of quality.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange, earnings and Outgo are given as below:-

Year 2015 Year 2014 (Amt.) (Amt.)

Foreign Exchange earning Nil Nil

Foreign Exchange outgoing Nil Nil

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the Company, Bankers of the Company, Housing Finance as well as other Institutions for their co- operation and continued support.

b) The Shareholders, Depositors, Suppliers and Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of better working results during the current year.

Regd. Office: T-59 Ground Floor, West Patel Nagar, By Order of Board of Directors New Delhi - 110008 Siddarth Businesses Limited

Sd/- Sd/- Date: 28.08.2015 Bhim Singh Kheem Singh Chaudhary Place: New Delhi DIN: 07044532 DIN: 05126574

Mar 31, 2014

Dear Members,

The Company''s Directors are pleased to present the 31st Annual Report of the Company, along with Audited Accounts, for the financial year ended 31st March, 2014

FINANCIAL PERFORMANCE

(In Rupees) Particulars For the Year For the Year Ended Ended 31.03.2014 31.03.2013

Revenue from Operations 9,139,400.00 791,900.00

Other Income 0.00 0.00

Total Income 9,139,400.00 791,900.00

Total Expenditure 8,936,982.00 667,061.00

Profit/(Loss) before tax 202,418.00 124,839.00

Provision for Tax 18,413.00 23,788.00

Net Profit/(Loss) 184,005.00 101,051.00

Paid Up Share Capital 45,650,000.00 2,400,000.00

FINANCIAL HIGHLIGHTS

Your Company has continued its growth story during fiscal 2014 and achieved extreme growth in revenue, Rs. 91 Lacs for the first time. During the year, under review your Company achieved a turnover of Rs. 9,139,400 as against Rs. 791,900 in previous year. The Company has registered the Net Profit after tax of the Company for the year under consideration is Rs. 184,005 as against Rs. 101,051 in the previous financial year and thereby registered more than 82.09% growth in terms of Net Profit.

DIVIDEND

As the Company is in process to resume the operation, which require capital investment therefore Directors wants to save the current profit for the investment purpose, hence no Dividend declared for the Financial Year 2013-14. The Board assures you to present a much strong financial statements in coming years.

CHANGE IN SHARE CAPITAL

During the Year under review the Authorised Share Capital of Your Company has been increased twice, first from Rs. 12,500,000/- (Rupees One Crore Twenty Five Lacs only) comprising of 1,250,000 (Twelve Lacs Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten each) to Rs. 40,000,000/- (Rupees Four Crore only) comprising of 4,000,000 (Forty Lacs) Equity Shares of Rs. 10/- (Rupees Ten each) in the Annual General Meeting held on 30th September 2013 and Secondly, from Rs. 40,000,000/- (Rupees Four Crore only) comprising of 4,000,000 (Forty Lacs) Equity Shares of Rs. 10/- (Rupees Ten each) to Rs. 50,000,000/- (Rupees Five Crore only) comprising of 5,000,000 (Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten each) by way of Postal Ballot dated 21st November 2013.

The Paid-Up Capital of the Company has increased from 2,400,000 to Rs. 45,650,000, owing to the preferential issue of 4,325,000 Equity Shares of Rs. 10/- Each to the Strategic investors. The moneys raised through the preferential issue has been put to use for the purpose as stated in the Notice of Postal ballot dated 12th October 2013 issued to the Members of the Company.

CHANGE IN REGISTERED OFFICE

During the year under consideration the Registered Office of the Company has been shifted from 72, Janpath, New Delhi 110001 to D 153, Phase I, IIIrd Floor, Okhla Industrial Area, New Delhi 110020 on 15th May 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with stock exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance as well as the Statutory Auditors'' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

Your Company has always practiced sound corporate governance and takes necessary actions at appropriate times for meeting stakeholders'' expectations while continuing to comply with the mandatory provisions of corporate governance and it has been endeavor of your company to follow and implement the best practices in corporate governance, in letter and spirit.

DIRECTORS

Mr. Ravi Jain was appointed as Additional Independent Director by the Board of Directors of the Company in terms of Section 161 of the Companies Act 2013 in their meeting held on 26.08.2014. Tenure of his directorship is up to the date Annual General Meeting. Having regards to knowledge and experience of Mr. Ravi Jain it has been thought fit to appoint him as the Independent Director of the Company for a term of Five year from the date of his original appointment. Section 149(10) of the Companies Act, 2013 (effective April 1, 2014) provides that Independent Directors shall hold the office for a term of up to five consecutive years on the Board of a Company; and shall be eligible for re-appointment on passing a Special Resolution by the Shareholders of the Company. The resolution in respect of the appointment of Mr. Ravi Jain has been placed in the notice to the Annual General Meeting.

At Siddarth Businesses Limited, the Independent Directors were appointed as the directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. Section 149(11) of the Companies Act, 2013 states that no Independent Director shall be eligible for more than two consecutive terms of five years. Section 149(13) states that the provisions of retirement by rotation as defined in 152(6) and (7) of the Act shall not apply to such Independent Directors. Therefore it is proposed to re-appoint Independent Directors not to retire by rotation and also to fix their tenure. Resolution in respect of this has been placed in the notice to the Annual General Meeting.

During the year under review, Mr. Subhash Aggarwal and Mr. A. K. Srivastava have not continued their position in the Board due to their personal reason. Further Mr. Manish Kumar Mishra has resigned from the Directorship with effect from 26.08.2013.

In the Brief resume of Director proposed to be appointed or re-appointed nature of their experience in their specific functional areas, name of the Companies in which they hold directorship and membership / chairmanship of the Board Committees, Shareholding as stipulated under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

KEY MANEGERIAL PERSONNEL

The Company has appointed key Managerial Personnel in terms of requirement of the Companies Act, 2013 read with the relevant rules made thereunder. Mr. Kapil Soni has been appointed as Chief Executive Officer and Chief Financial officer. Ms. Deepa Gupta is the Company Secretary of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors'' Responsibility Statement, it is hereby stated:

i. In the preparation of annual accounts for the financial year ended March 31, 2014, 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 at the end of the financial year ended on March 31st 2014 and of the profit or loss of the Company for that period.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the period under review, the company does not have any employee who is covered under Section 217(2A) of the Companies Act, 1956.

PUBLIC DEPOSIT

During the year under review, your company has not invited any deposits from the Public and has not accepted deposits in any manner.

AUDITORS

M/s Goel Mintri & Associates, Chartered Accountants having FRN: 013211N the Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting (AGM). The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint Goel Mintri & Associates as Statutory Auditors of the Company for a term of 3 Years commencing from the conclusion of the forthcoming AGM till the conclusion of the 34th AGM.

AUDITORS'' REPORT

Auditors Report in respect of the Financial Statement for the current Financial Year is self Explanatory and does not warrant any further comments, explanation from the Directors under section 217 (3) of the Companies Act, 1956.

LISTING OF SHARES

Equity Shares of the Company are listed on the Delhi Stock Exchange Limited and BSE Limited.

Your Directors has put their tremendous efforts for listing of shares of Company through BSE direct listing scheme, they were engaged in the process from January 2013 and recently, your Company got the listing approval from BSE Limited on 04th July 2014

Listing provides an exclusive privilege to securities in the stock exchange. Stock exchange facilitates transparency in transactions of listed securities in perfect equality and competitive conditions. It encourages orderly development of the securities market and to improve transparency in the dealings of shares. The Listing fee is paid up to date.

DEMATERIALISATION OF EQUITY SHARES

Your Directors have considered the Dematerialization of the Equity Shares of the Company in the interest of the Members in order to provide them safer mode of holding the equity shares and also the faster mode of share transfer. The ISIN No. of Your Company is INE857P01013.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members of the Company are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Directors) Rules, 1988 and forming part of the Director''s report for the year ended 31st March, 2014 are given below :

A. CONSERVATION OF ENERGY

The provisions related conservation of energy does not apply to the Company, therefore, the information as provided in Performa given in Form A under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not given. However, the Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

B. TECHNOLOGY ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

EXPENDITURE ON RESEARCH AND DEVELOPMENT

During the period under review Company has not incurred any expenditure on R & D.

S.No.Parameters F.Y. 2014 F.Y. 2013

a) Capital Expenditure 0.00 0.00

b) Recurring 0.00 0.00

c) Total 0.00 0.00

d) As % of Total Turnover 0.00 0.00

C. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange, earnings and Outgo are given as below:-

S.No. Particulars Year 2014 Year 2013

1 Foreign Exchange earning Nil Nil

2 Foreign Exchange outgoing Nil Nil

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and the State Government as well as their respective Departments and Development Authorities connected with the business of the Company, the Bankers of the Company as well as other Institutions for their co-operation and continued support.

b) The Shareholders, Suppliers and the Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavor towards attainment of better working results during the current year.

Regd. Office: D-153A, By Order of Board of Directors IIIrd Floor, Okhla Industrial Area Siddarth Businesses Limited Phase I, New Delhi Â 110020 Sd/- Sd/- Date: 26.08.2014 Sudharshan Jha Ratan Singh Place: New Delhi DIN: 02221178 DIN: 02440309

Mar 31, 2013

Dear Stakeholders,

The Directors present herewith the 30th Annual Report of the company for the year ended 31st March, 2013.

FINANCIAL RESULTS (In Rupees) For the For the Particulars Year Ended Year Ended 31.03.2013 31.03.2012

Revenue from Operations 791900.00 0.00

Other Income 0.00 0.00

Total Income 791900.00 0.00

Total Expenditure 667061.00 117967.00

Profit/(Loss) before tax 124839.00 (117967.00)

Provision for Tax 23788.00 0.00

Net Profit/(Loss) 101051.00 (117967.00)

Paid Up Share Capital 2400000.00 S2400000.00

FINANCIAL HIGHLIGHTS

During the year, under review your Company''s performance was above expectations as compared to the previous year. The Company has earned the total revenue of Rs. 791,900 and thereby registered the Net Profit after tax of the Company for the year under consideration is Rs. 101,051 as compared to loss of Rs. (117,967) in the previous financial year and thereby generated handsome profit.

DIVIDEND

The Board of Directors of your Company is of the opinion that keeping in view the future fund requirements of the Company to maintain the growth, your directors do not recommended any dividend for the financial year ended March 31, 2013. The Board assures you to present strong financial statements in coming years.

CHANGE IN SHARE CAPITAL

During the year under consideration the Authorised Share capital of the Company remained unchanged, consequently there was no change in the Issued, Subscribed & paid up Share capital of the Company.

CHANGE IN REGISTERED OFFICE

During the year under consideration the Registered Office of the Company has been shifted from 72, Janpath, New Delhi 110001 to D 153A, Phase I, IIIrd Floor, Okhla Industrial Area, New Delhi 110020.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with stock exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

It has been the endeavor of your company to follow and implement the best practices in corporate governance, in letter and spirit. The report of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, form part of the Annual report.

COMPLIANCE CERTIFICATE

Compliance Certificate forming part of Directors'' report is attached herewith.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Avnish Kumar Srivastava, the Director of the Company retires by rotation and being eligible to offer himself for re- appointment.

Mr. Ratan Singh and Mr. Manish Mishra who were appointed as Additional Director of the Company by the Board of Directors and their office shall be determined at this Annual General meeting, are intended to be regularize at the Annual General Meeting of the Company by the Shareholders.; the Board recommends the regularization of Mr. Ratan Singh and Mr. Manish Mishra.

Mr. Avnish Kumar Srivastava was appointed as additional director in the Board Meeting held on 04th August 2013 and regularised in the Annual General Meeting held on 29th September 2012. Mr. Saurav Vashist and Mr. Subhash Aggarwal who were appointed as an additional director on 08.10.2012 and 20.03.2013 respectively However they have not continued their position in the Board due to their personal reasons respectively on 20th March 2013 and 15th May, 2013.

Mr. Nawal Kishore Malpani and Mr. Sanjeev Aggarwal has vacated from the office of Director under section 283(1)(g) of the Companies Act, 1956 in the meeting of the Board of Directors of the Company held on 7th January, 2013.

Company has received letters from the shareholders along with the deposit money proposing the candidature of Mr. Mahendra Singh & Mr. Sudarshan Jha as the Director of the Company in this Annual General Meeting. The relevant resolution this regard is provided in the notice of Annual general meeting.

In the brief resume of Directors proposed to be appointed, nature of their experience in their specific functional areas, name of the Companies in which they hold directorship and membership / chairmanship of the Board Committees, Shareholding as stipulated under Clause 49 of the Listing agreement with the stock exchanges forms part of the Notice.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 regarding the Directors'' Responsibility Statement, it is hereby stated:

i. In the preparation of annual accounts for the financial year ended March 31, 2013, 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 at the end of the financial year ended on March 31st 2013 and of the profit or loss of the Company for that period.

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

iv. The Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the period under review, the company does not have any employee who is covered under Section 217(2A) of the Companies Act, 1956.

PUBLIC DEPOSIT

During the year under review, your company has not invited any deposits from the Public and has not accepted deposits in any manner.

AUDITORS

The Auditors, M/s O.P. Vijay & Co., Chartered Accountants, the Statutory Auditors of the Company who holds office until the conclusion of the ensuing Annual General Meeting and has shown his unwillingness for re-appointment.

The Board recommends the appointment of Goyel Mintri & Associates, Firm Registration no. 013211N Chartered Accountants as the Statutory Auditors of the Company for the Financial Year 2013-14.

AUDITORS'' REPORT

Auditors Report in respect of the Financial Statement for the current Financial Year is self explanatory and does not warrant any further comments, explanation from the Directors under section 217 (3) of the Companies Act, 1956.

LISTING OF SHARES

Equity Shares of the Company are listed only on the Delhi Stock Exchange Limited.

DEMATERIALISATION OF EQUITY SHARES

Your Directors have considered the Dematerialisation of the Equity Shares of the Company in the interest of the Members in order to provide them safer mode of holding the equity shares and also the faster mode of share transfer. The Directors are taking effective steps for joining the Depositories.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21st April 2011, all members of the Company are requested to register their e-mail IDs with the Company, so as to enable the company to send all notices/ reports/documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Directors) Rules, 1988 and forming part of the Director''s report for the year ended 31st March, 2013 are given below :

A. CONSERVATION OF ENERGY

The provisions related conservation of energy does not apply to the Company, therefore, the information as provided in Performa given in Form A under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not given. However, the Company is conscious about its responsibility to conserve energy, power and other energy sources wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

B. RESEARCH & DEVELOPMENT

Your Company has not imported any technology for any research and development.

C. TECHNOLOGY ABSORPTION

Your Company has not imported any technology. However, we believe and use information technology extensively in all spheres of our activities to improve efficiency levels.

By Order of Board of Director Siddarth Businesses Limited

Sd/- Sd/- Rakesh Vashist Ratan Singh Director Director

Date: 26.08.2013 Place: Delhi

Mar 31, 2012

TO THE MEMBERS,

The Directors have pleasure in presenting their Annua! Report along with the Audited Statements of Account for the year ended 31sl March. 2012.

FINANCIAL RESULTS

The financial results for the year''s operations and the comparative figures of the previous year are summarised below:

(Amount in Rupees)

Particulrs 31st March, 2012 31st March, 2011

Total Income- Nil Nil

Total Expenditure 1,17,967 1,60,527

"Profit/ (loss) before tax (1,17,967) ''(1,60,527)

Tess/Add: Provision for tax/Earlier Nil Nil year tax Provisions

Profit/(loss) after tax (1,17,967) (1,60,527)

Profit/(loss) brought forward (57,93,219) (56,32,692) from previous year

Amount transferred to general reserve Nil Nil

Profit / (loss) carried over to (5,79,11,186) (57,93,219) next year

DIVIDEND

In view of the financial results of the Company. Directors are unable to recommend any

di idend for the year under review.

OPERATIONS

Due to adverse market conditions and bleak prospects, the Company is unable to operate

more resourcefully.

The Company is now taking into consideration for some other business prospects which can give it steady returns in the long run.

DIRECTORS .

During the year under review. Mr. Rakesh Vashist, Director of the Company, retire by rotation and being eligible, offers himself for re-appointment.

During the year under review, Mr. Avnish Kumar Srivastava, who was appointed as the as Director on 4th August, 2012 be and is hereby recommeded to be appointed as the Director of the Company liable to detenmne by retirement of Director by rotation.

Change of Name during the year under review the name of the Company was changed from INDO KUSH FOODS LIMITED to SIDDARTH BUSINESSES LIMTED and the Fresh Certificate of Incorporation Consequent upon Change of Name was .ssued on 2 March.2012 by Registrar of Companies. NCT of Delhi and Haryana.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act,1956 with respect of Directors" Responsibility Statement, the Board of Doctors hereby state and confirm:

(1) That in the preparation of the accounts for the financial year ended 31st March 2012. the applicable accounting standards have been followed along with proper explanation relating to material departures;

(2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(3) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act. 1*6 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) That the Directors have prepared the accounts for the financial year ended 31 March. 2012 on a ''going'' concern'' basis.

AUDIT COMMITTEE

The paid up Company is Rs.24.00.000 only. Therefor Company does no, tall Wo the provision of Seetion 292A, hence no Audit Committee ,s requtre to be constituted.

CORPORATE GOVERANCE

The Company continues to function in a transparent manner with the basic philosophy to create wealth. besides taking eare of the interests of a stakehoders Including Shareholders Banks, Financial Institutions, Customers, Employees and the Society at tree The Cimpanv gives due emphasis on the adaptability to such procedures so as to ensure transparency, accountability & integrity in all respect.

The paid up share capital of the Company is less than 3 Croresand ne, worth, h.less than 25 Crores therefore Company docs not fall in the provtston ol tlau3e 49 ot the L si Agreement . Hence no report on Corporate Governance ,s annexed along with the Director''s Report.

COMPLIANCE CERTIFICATE

Pursuant to Section 383A of the Companies Act. 1956 the Company has obtained a Compliance Certificate from Trilok Chand Garg. Practicing Company Secretary, in the prescribed form regarding compliance by the Company. The Copy of the same has been attached with this report.

AUDITORS

Your Company''s auditor M/s O.P. Vijay & Co.. Chartered Accountants, retires at the conclusion of the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. Your directors recommend their re- appointment and to fix their remuneration. The Company has received confirmation from the above Auditors to the effect that their appointment, if made, would be within the limits under Section 224(IB) of the Companies Act, 1956.

AUDIT REPORT

The observations to the Auditors Report read with the notes on accounts are selt explanatory and does not call for any explanation thereto.

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

The Company do not involve in any manufacturing or processing activities and is not included in the list of specified industries so the particulars as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules. 1988 regarding conservation of energy and technology absorption are not applicable. The foreign exchange earnings and outgo during the year is NIL.

PARTICULARS OF EMPLOYEES

No employee is in receipt of remuneration exceeding the limits laid down under Section 21 7(2A) of the Companies Act, 1956.

INDUSTRIAL RELATIONS

The industrial relations have continued to be stable and harmonious during the course of the year. The Company has made sustained efforts to improve manpower productivity and employer-employee relations.

ACkNOWLEDC EMENTS

The Directors wish to place on record their sincere thanks to the employees at all level tor their contributions made during the year. Moreover they wish to place on record their deep appreciation of the enthusiasm, initiative and hard work put in by the employees of the Company.

BY ORDER OF THE BOARD FOR SIDDARTH BUSINESSES LIMITED

Place: New Delhi (RAKESH VASHIST) Dated: 30.08.2012 (DIN-00516784) CHAIRMAN

Mar 31, 2011

TO THE MEMBERS,

The Directors have pleasure in presenting their Annual Report along with the Audited Statements of Account for the year ended 31st March, 2011.

FINANCIAL RESULTS

The financial results for the year''s operations and the comparative figures of the previous year are summarised below:

(Amount in Rupees)

PARTICULARS 2010-2011 2009-2010

Other Income NIL NIL

Profit/(Loss)before Depreciation (1,60,527) (1,61,578)

Depreciation NIL NiL

Profit/(Lo$s) before Extra Ord. Items (1,60,527) (1,61,578)

Extra-ordinary Items

Loss on impairment & disposal of assets NIL NIL

Net Profit(Loss) for the year before tax (1,60,527) (1,61,578)

Provision for taxation

Fringe Benefit Tax/Income Tax NIL NiL

Net Frofit/(Loss) after tax (1,60,527) (1,61,578)

Profit/ (Loss) Brought Forward (56,32,692) (54,71,114)

Net Profit/(Loss) Carried to Balance Sheet (57,93,219) (56,32,692)

Profit/(Loss)available for Appropriation NIL NIL

APPROPRIATIONS

Dividend NIL NIL

Transfer to General Reserve NIL NIL

Balance carried to Balance Sheet (57,93,219) (56,32,692)

AUDIT COMMITTEE

The paid up capital of the Company is Rs.24,00,000 only. Therefore Company does not fall into the provision of Section 292A, hence no Audit Committee is require to be constituted.

CORPORATE GOVERNANCE

The Company continues to function in a transparent manner with the basic philosophy to create wealth, besides taking care of the interests of all stakeholders including Shareholders, Banks, Financial Institutions, Customers, Employees and the Society at large. The Company gives due emphasis on the adaptability to such procedures so as to ensure transparency, accountability & integrity in all respect.

The paid up share capital of the Company is less than 3 Crores and net worth is less than 25 Crores therefore Company does not fall in the provision of Clause 49 of the Listing Agreement . Hence no report on Corporate Governance is annexed along with the Director''s Report.

COMPLIANCE CERTIFICATE

Pursuant to Section 383A of the Companies Act, 1956 the Company has obtained a - Compliance Certificate from Beena R. Shah, Practicing Company Secretary, in the prescribed form regarding compliance by the Company. The Copy of the same has been attached with this report.

AUDITORS .

Your Company''s auditor M/s O.P. Vijay & Co., Chartered Accountants, retires at the conclusion of tire forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. Your directors recommend their re- appointment.

AUDIT REPORT

The observations to the Auditors Report read with the notes on accounts are sell explanatory except Point 8 of annexure to Auditors Report, Note No. l(i) & l(ii) of Part B of Schedule 6 of the Notes to the Accounts as the Management perceives that

Reply to Point 8 of Annexure to Auditors Report:

The Company is not doing any business and has written off the huge amount ot investment due to strike off of various Companies hence it incurred a cash loss and last year brought forward accumulated losses convert the current cash loss into huge accumulated losses.

Reply to Notes to the Accounts l(i):

The Company did not create any provision for investments as the respective companies are strike off and investments of the same have been written off except one. The management perceives that the value of existing investments of the Company will increase in near future hence the situation of fall in investments will not arise in days to come therefore the Company has not created any provision for the same.

Reply to Notes to the Accounts Ifii):

The company did not create any provision for the interest on unsecured loans as management discussing with the lenders about the waiver of the same therefore as this point of time management feels no provision should be made.

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

The Company do not involve in any manufacturing or processing activities and is not included in the list of specified industries so the particulars as per the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not applicable. The foreign exchange earnings and outgo during the year is NIL.

PARTICULARS OF EMPLOYEES

No employee is in receipt of remuneration exceeding the limits laid down under Section 217(2A) of the Companies Act, 1956.

INDUSTRIAL RELATIONS

The Industrial Relations have continued to be stable and harmonious during the course of the year. The Company has made sustained efforts to improve manpower productivity and employer-employee relations.

ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere thanks to the employees.at all level for their contributions made during the year. Moreover they wish to place on record their deep appreciation of the enthusiasm, initiative and hard work put in by the employees of the Company.

BY ORDER OF THE BOARD FOR INDO KUSH FOODS LIMITED

Place: New Delhi (RAKESH VASHIST) Dated: 26.07.2011 (DIN-00516784) CHAIRMAN

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Directors Report of Shivamshree Businesses Ltd.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY''S AFFAIRS

2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

3. CHANGE IN NATURE OF BUSINESS

4. DIVIDEND: -

5. TRANSFER TO RESERVE

6. SHARE CAPITAL: -Authorized Share Capital:

Paid-up Share Capital:

Statutory Disclosures:

7. UTILIZATION OF FUNDS RAISED THROUGH ISSUE OF EQUITY SHARES

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

BOARD MEETINGS: -

AUDIT COMMITTEE MEETINGS: -

NOMINATION AND REMUNERATION COMMITTEE: -

STAKEHOLDERS COMMITTEE MEETINGS: -

10. VIGIL MECHANISM / WHISTLE BLOWER POLICY: -

11. DEPOSITS: -

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

13. DECLARATION BY INDEPENDENT DIRECTORS

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: -

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

16. MATERIAL CHANGES: -

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

(A) Conservation of Energy:

(B) Technology Absorption:

(C) Foreign Exchange Earnings and Outgo:

19. AUDITORS AND AUDITORS'' REPORT: -Statutory Auditors:

Auditors'' Report:

Explanations on Key Audit Matters Highlighted by Auditors:

Secretarial Auditor:

Responses to Qualifications, Reservations, Adverse Remarks or Disclaimers Made by the Statutory Auditors and the Secretarial Auditor:

20. DIRECTORS/ KEY MANAGERIAL PERSONNEL: -

A. Composition of the Board of Directors:

B. Key Managerial Personnel (KMP):

C. Changes in Directorships and Key Managerial Personnel:

21. CORPORATE SOCIAL RESPONSIBILITY (CSR): -

22. BOARD EVALUATION: -

(A) Mechanism and Structure of Evaluation:

(B) Separate Evaluation by Independent Directors:

(C) Evaluation of Committees and Individual Directors:

23. REMUNERATION POLICY: -

(B) Guiding Principles for Remuneration Architecture:

24. REPORTING OF FRAUDS BY AUDITORS:

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

26. CORPORATE GOVERNANCE: -

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: -

28. ANNUAL LISTING FEE: -

29. INDUSTRIAL RELATIONS: -

30. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION: -

31. CERTIFICATE FROM PRACTICING COMPANY SECRETARY

32. DIRECTORS'' RESPONSIBILITY STATEMENT: -

(a) Compliance with Applicable Accounting Standards:

(b) Maintenance of Prudent Accounting Policies, Judgments, and Estimates:

(c) Care for Safeguarding Corporate Assets and Record Maintenance:

(d) Preparation of Financial Accounts on a Going Concern Basis:

(e) Adequacy and Effective Operation of Internal Financial Controls (IFC):

(f) Devising Proper Regulatory Compliance Systems:

33. COMPLIANCE WITH SECRETARIAL STANDARDS:

34. MANAGERIAL REMUNERATION:

35. EXTRACT OF ANNUAL RETURN: -

36. RISK MANAGEMENT:

37. MAINTENANCE OF COST RECORDS:

38. CAUTIONARY STATEMENT:

39. DEPOSITORY SYSTEM:

â¢ National Securities Depository Limited (NSDL)

40. ADDITIONAL INFORMATION AND NOTES FORMING PART OF THE ACCOUNTS:

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

42. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

43. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

45. APPRECIATION AND ACKNOWLEDGMENTS:

1. FINANCIAL SUMMARY AND PERFORMANCE OF THE COMPANY:

2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

3. CHANGE IN NATURE OF BUSINESS

4. DIVIDEND: -

5. TRANSFER TO RESERVE

6. SHARE CAPITAL: -Authorised Share Capital:

Paid-up Share Capital:

7. UTILIZATION OF FUNDS RAISED THROUGH ISSUE OF EQUITY SHARES

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

â¢ National Securities Depository Limited (NSDL)

6. SHARE CAPITAL: -
Authorised Share Capital:

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

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

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

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

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

38. CORPORATE GOVERNANCE CERTIFICATEâ NON-APPLICABILITY:

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

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

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

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