Directors Report of Shri Techtex Ltd.

Mar 31, 2025

With an immense pleasure, the Board of Directors of your Company presents the 7^th Annual Report of the Company together with the Audited
Financial Statements for the Financial Year ended March 31,2025

1. FINANCIAL HIGHLIGHTS

The financial statements of the Company have been prepared in accordance with the provisions under section 133 of the Companies Act, 2013
read with Rule 7 of the (Companies Accounts) Rules, 2014.

The financial performance of the Company, for the financial year ended on March 31, 2025, are summarized below:

PARTICULARS	Year Ended 31.03.2025	Year Ended 31.03.2024
Operational Income	8267.03	7,637.60
Other Income	410.28	167.32
Total Income	8677.31	7804.92
Profit/loss before depreciation, Finance, Costs, Exceptional items	2504.23	2115.95
and Tax Expense
Less: Depreciation	228.95	193.45
Profit/loss before Finance, Costs, Exceptional items and Tax Expense	2275.28	1922.50
Less: Finance Cost	284.88	230.62
Profit/Loss before Exceptional Items and Tax Expense	1990.40	1691.88
Less: Exceptional Items	-	-
Profit/ (Loss) before tax	1990.40	1691.88
-Current Tax Provision	456.96	357.45
-Short/(Excess) provision of tax for earlier years	18.31	3.34
Deferred Tax Provision	48.10	103.46
Profit / (Loss) for the year	1467.03	1227.63

2. OPERATIONS
Total Income

During the financial year ended on March 31,2025, it is noted that the total income amounted to ? 8677.31 Lakhs, representing an increase of
11.18% compared to the total income of ? 7804.92 Lakhs for the previous financial year ended on March 31, 2024.

Profit Before Tax

The profit before tax for the financial year ended on March 31,2025, amounted to ? 1990.40 Lakhs, representing an increase of 17.64% compared
to the profit before tax of ?1691.88 Lakhs for the previous financial year ended on March 31, 2024.

Profit After Tax

The profit after tax for the financial year ended on March 31,2025, amounted to ? 1467.03 Lakhs, representing an increase of 19.50% compared
to the profit after tax of ? 1227.63 Lakhs for the previous financial year ended on March 31, 2024.

The Company''s earnings per share for the financial year 2024-2025 was ? 5.88 as compared to ? 5.48 in the financial year 2023-2024.

3. DIVIDEND

Pursuant to Section 134 (3) of the Companies Act, 2013 read with Secretarial Standard (SS4) Report of the Board of Directors, after considering
holistically the relevant circumstances and current financial positions, has decided that it would be prudent not to recommend any dividend for
the year under review.

4. TRANSFER TO RESERVES

Your Board does not propose to transfer any amount to any reserves of the Company for year under Review.

5. CHANGE IN NATURE OF BUSINESS

During the year, there is no change in nature of business during the financial year 2024-25.

During the financial year 2024-25, your Company held 6 meetings of the Board of Directors as per Section 173 of Companies Act, 2013. The
provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings details:

Sr. no.	Name of Board of Directors	Category & Designation as on March 31, 2025	Date of Appointment	No. of meetings held during the period when member was on Board	No. of meetings attended	Attendance at the previous AGM held on 28/09/ 2024
1.	Shradha Hanskumar Agarwal (DIN: 02195281)	Chairman & Managing Director	08/09/2018	6	6	Yes
2.	Hanskumar Ramakant Agarwal (DIN: 00013290)	Executive Director	21/11/2022	6	6	Yes
3.	Vikas Shrikishan Agarwal (DIN: 03585140)	Non- Executive Director	08/09/2018	6	6	Yes
4.	Anup Gopalka (DIN: 01114195)	Non-Executive- Independent Director	03/01/2023	6	6	Yes
5.	Vimalkumar Shah (DIN: 03011067)	Non-Executive - Independent Director	03/01/2023	6	2	Yes

7. SEPARATE MEETING OF INDEPENDENT DIRECTOR

During the year, 1(one) meeting of Independent Directors was held without the presence of Executive Directors or Management Personnel on
November 14, 2024, inter alia to:

> Review the performance of the Non-Independent Directors and the Board as a whole.

> Review of performance of Chairman of the Company/Board taking into account the views of executive directors and non- executive
directors.

> Assess the quality, quantity and timeliness of flow of information between the Company’s management of the Company and the Board of
Directors, that is necessary for the Board of Directors to effectively and reasonably perform their duties.

Mr. Anup Gopalka was unanimously elected as Chairman of the meeting, and all independent directors were present at the meeting. The
Independent Directors also discussed matters pertaining to the Company’s affairs and functioning of the Board.

8. POSTAL BALLOT

During the Financial Year 2024-25, Shri Techtex Limited conducted one postal ballot. The details of the Postal Ballots conducted, along with
the result declaration dates, are as follows:

1. Postal Ballot conducted on August 17, 2024: Voting Result declared on August 20, 2024

9. ANNUAL RETURN

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof for the time being in force), the Annual Return in
Form No. MGT-7 is placed on the website of the Company at https://www.shritechtex.com/investor-relations/disclosures-under-regulation-46 .

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is presented in a separate section which forms part of this Annual Report as ANNEXURE- A.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR policy of the Company is based on concept of giving back to the society from which it draws its resources. The Company’s CSR
Committee monitors the implementation of CSR policy and ensures that the CSR activities as mentioned in policy are in line with relevant
Schedule of the Act and undertaken accordingly by the Company. The CSR Policy is available on the Company’s website.

The brief outline of the CSR Policy of the Company and the activities undertaken by the Company on CSR during the year under review and
relevant details are set out in ANNEXURE-B which forms part of this Board Report.

12. AUDITORS
Statutory Auditor

At the 5^th Annual General Meeting (AGM) held on July 31,2023, the members approved appointment of M/s. S V J K and Associates (formerly
known as M/s ASRV & Co.), Chartered Accountants, Ahmedabad (FRN: 135182W) as Statutory Auditors of the Company to hold office for a
period of five consecutive years from the conclusion of 5^th AGM up to the conclusion of 10^th AGM to be held in the year 2027-28. There are no
qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the Company for
the Financial Year ended March 31, 2025. The notes on the Financial Statements referred to in the Auditors'' Report are self-explanatory and do
not call for any comments or explanations.

M/s. S V J K and Associates resigned from their position of Statutory Auditors vide their resignation letter dated September 3, 2025, with
immediate effect, citing due to busy schedule and heavy workload as the reason for their resignation.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company, has proposed to the shareholders at the 7^th AGM,
the appointment of M/s. Jain K S and Associates, Chartered Accountants, Ahmedabad (FRN: 160810W), as the Statutory Auditor of the Company
for a term of 5 (Five) consecutive years till the conclusion of 12^th AGM of the Company.

The Company has received a written consent and a certificate that M/s. Jain K S and Associates, Chartered Accountants, Ahmedabad (FRN:
160810W), satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable
provisions of the Act and the rules framed thereunder. As required under Listing Regulations, the Auditors have also confirmed that they hold a
valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India

Internal Auditor

The Board of Directors has officially appointed Ms. Shakshi Shah, Chartered Accountant, an employee of the Company as an Internal Auditor
of the Company for the Financial year 2024-2025 to conduct the Internal Audit of the Company. This strategic decision demonstrates our
commitment to upholding and enhancing proper and effective internal financial control.

With her expertise and experience, Ms. Shakshi Shah plays a crucial role in evaluating and improving our internal financial processes and
systems.

No instance of fraud has been reported by the Internal Auditor.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company had appointed M/s. G R Shah & Associates, Practising
Company Secretary, Ahmedabad, as its Secretarial Auditor to conduct the Secretarial Audit of your Company for FY 2024-25. The Report of
the Secretarial Auditor for the FY 2024-25 is annexed to this report as Annexure C. There were no qualifications, reservations or adverse remarks
or disclaimers made by the Secretarial Auditor in its report.

In accordance with Regulation 24A of the Listing Regulations, based on the recommendation of the Audit Committee, the Board of Directors of
the Company, has proposed to the shareholders at the 7^th AGM, the appointment of M/s Nirav Shah & Associates, a peer reviewed firm of
Practising Company Secretaries (COP: 27102), as Secretarial Auditor of your Company, for a term of 5 (Five) consecutive years till the
conclusion of 12^th AGM of the Company to be held in the year 2030, at such remuneration, as may be mutually agreed upon between the Board
of Directors and the Secretarial Auditors.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo in terms of Section 134(3)(m) of
the Companies Act, 2013, read with relevant rules is annexed herewith as ANNEXURE-D and forms integral part of this report.

14. RELATED PARTY TRANSACTIONS

All transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm’s
length basis. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be
accessed on the Company’s website at https://www.shritechtex.com/investor-relations/disclosures-under-regulation-46 .

Pursuant to provisions of Section 134 (3)(h) of the Act, a statement showing particulars of contracts and arrangements with related parties under
Section 188(1) of the Act in the prescribed Form-AOC-2 is annexed to the Board Report as ANNEXURE - E.

The related party disclosures as specified in Para A of Schedule V read with Regulation 34(3) of the SEBI Listing Regulations are given in the
Financial Statements.

15. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY

There is no subsidiaries, associates and joint venture companies as per the provisions of Companies Act, 2013, for the financial Year 2024-25
and hence, no particulars are required to be mentioned in form AOC-1.

16. BOARD OF DIRECTORS

Since the Company is listed on the NSE SME exchange, it is exempt from the corporate governance provisions specified in Regulation 17 of the
Listing Regulations, as per Regulation 15(2)(b). Instead, the governance of the Company''s Board composition will be governed by the Companies
Act, 2013, and any other applicable laws, including any amendments or re-enactments thereof.

The Company''s Board of Directors is dedicated to guiding the organization towards long-term success. They do this by setting strategies,
assigning responsibilities, and providing overall direction to the business. They also prioritize effective risk management and maintain a high
standard of governance to ensure the Company''s sustainable growth and development.

During the year under review, the following changes took place in the Board Structure of the Company:

> In accordance with the provisions of Section 152 of the Act and in terms of the Memorandum and Articles of Association of the Company,
Mrs. Shradha Hanskumar Agarwal (DIN: 0215281), who was liable to retire by rotation at the Annual General Meeting held on September
28, 2024, and who had offered herself for re-appointment, was re-appointed.

From the end of the Financial Year March 31, 2025, to the present date, the following changes took place in the Board Structure of the Company:

> The Board, in its meeting held on July 9, 2025:

• Took note of resignation of Mr. Vimalkumar Shah (DIN: 03011067), Independent Director of the Company, with effect from July 9,
2025.

• Based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Biren Umesh Shah (DIN: 11177965),
as an Additional Director in the capacity of Non-executive Independent Director of the company with effect from July 10, 2025.

Others

> Further, all the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section
164 of the Act.

> The Company has received necessary declarations from each of the Independent Directors under Section 149(7) of the Act that they meet
the criteria of independence laid down in Section 149(6) of the Act and Regulations 16(1 )(b) & 25 of the Listing Regulations and also in the
opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149 of the Act and the rules made
thereunder about their status as Independent Directors of the Company.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Act in relation to financial statements of the Company for the year ended March 31, 2025, the Board of
Directors states that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been
followed and there is no material departure from the same;

b) 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 and of the profit and
loss of the Company for that period;

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

d) the directors have prepared the annual accounts for the financial year ended March 31,2025, on a going concern basis;

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

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

18. KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, the following persons served as Key Managerial Personnel of the Company
during the year under review:

Sr. No	Name	Designation
1	Mrs. Shradha Hanskumar Agarwal1	Managing Director and Chief Financial Officer (Redesignated with effect from July 10, 2025)
2	Mr. Ashish Ashok Bhaiya	Chief Financial Officer (Resigned with effect from July 9, 2025)
3	Mr. Hardik Mathur	Company Secretary (Appointed with effect from March 6, 2025)
4	Ms. Akanksha Aswani	Company Secretary (Resisned with effect from March 3, 2025)

The Board of Directors has various committees that focus on specific areas and make informed decisions within their delegated authority. These
committees also provide recommendations to the Board on matters within their purview. All decisions and recommendations made by the
committees are presented to the Board for information or approval.

The committees play a crucial role in managing the day-to-day affairs and governance structure of the Company.

The Board of Directors has in accordance with the Section 177, 178 and 135 of the Companies Act, 2013, constituted the following committees:

a. Audit Committee

The Audit Committee is constituted in line with the provisions of Regulation 18 of SEBI Listing Regulations and Section 177 of the Act. The
members of the Audit Committee are financially literate and have expertise in accounting and financial management.

During the year under review, 4 (Four) meetings of the Audit Committee were held. These meetings were held on the following dates: April 16,
2024, May 27, 2024, July 16, 2024, November 14, 2024. The details of the Composition and attendance of each member at these meetings for
the year 2024-25 are given below: -

Sr. no.	Name of Member	Position	Date of Appointment	No. of meetings held during the period when member was on Board	No. of meetings attended
1	Vimalkumar Shah (Independent Director)	Chairperson	03-01-2023	4	2
2	Anup Gopalka (Independent Director)	Member	03-01-2023	4	4
3	Shradha Hanskumar Agarwal (Managing Director)	Member	03-01-2023	4	4

The Statutory Auditor, Internal Auditors and Chief Financial Officer also attend the meetings as invitees, whenever required to address concerns
raised by the Committee members. The Company Secretary is in attendance at these meetings.

b. Nomination and Remuneration Committee

The Nomination & Remuneration Committee of the Board is constituted in line with the provisions of Regulation 19 of SEBI Listing Regulations
and Section 178 of the Act.

During the year under review, 1 (One) meeting of the Stakeholders Relationship Committee was held on March 3, 2025. The details of the
Composition and attendance of each member at these meetings for the year 2024-25 are given below: -

Sr. no.	Name of Member	Position	Date of Appointment	No. of meetings held during the period when member was on Board	No. of meetings attended
1	Vimalkumar Shah (Independent Director)	Chairperson	03-01-2023	1	0
2	Anup Gopalka (Independent Director)	Member	03-01-2023	1	1
3	Vikas Shrikishan Agarwal (Non-executive Director)	Member	03-01-2023	1	1

c. Stakeholders Relationship Committee

Pursuant to the provisions of Section 178 of the Act read with Regulation 20 of SEBI Listing Regulations, the Board has constituted Stakeholders’
Relationship Committee to ensure timely and best services to the shareholders and to supervise the performance of the Registrar and Share
Transfer Agent (RTA).

During the year under review, 1 (One) meeting of the Stakeholders Relationship Committee was held on November 14, 2024. The details of the
Composition and attendance of each member at these meetings for the year 2024-25 are given below: -

Sr. no.	Name of Member	Position	Date of Appointment	No. of meetings held during the period when member was on Board	No. of meetings attended
1	Anup Gopalka (Independent Director)	Chairperson	03-01-2023	1	1
2	Vimalkumar Shah (Independent Director)	Member	03-01-2023	1	1

3	Vikas Shrikishan Agarwal	Member	03-01-2023	1	1
	(Non-executive Director)

d. Corporate Social Responsibility Committee

The Board of Directors of the Company has a Corporate Social Responsibility Committee, and the terms of reference are in conformity with the
provisions of Section 135 read with Schedule VII of the Act and the Rules framed thereunder.

During the year under review, 1 (One) Corporate Social Responsibility Committee meeting was held on November 14, 2024. The details of the
Composition and attendance of each member at these meetings for the year 2024-25 are given below:

Sr. no.	Name of Member	Position	Date of Appointment	No. of meetings held during the period when member was on Board	No. of meetings attended
1	Shradha Hanskumar Agarwal (Managing Director)	Chairperson	03-01-2023	1	1
2	Hanskumar Ramakant Agarwal (Executive Director)	Member	03-01-2023	1	1
3	Vimalkumar Shah (Independent Director)	Member	03-01-2023	1	1

From the close of the financial year ended March 31, 2025, until the present date, certain changes have taken place in the Board structure of the
Company, as detailed on page 19 of this Report. Consequently, the composition of various Board Committees has also been reconstructed. The
current composition of the Committees of the Board is available on the Company’s website at: https://www.shritechtex.com/investor-
relations/disclosures-under-regulation-46 .

20. ANNUAL EVALUATION

Pursuant to the provisions of Sections 178(2) of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, the Nomination and
Remuneration Committee / Board has carried out evaluation of the performance of the Board, its Committees and Independent Directors. A
structured feedback form was prepared after taking into consideration the inputs received from the Directors, covering various aspects such as
board composition, flow of board process, information and functioning, establishment and determination of responsibilities of Committees, and
quality of relationship between the Board and the management. The performance of Individual Directors and the Board Chairman was also
carried out in terms of attendance, contribution at the meetings, circulation of sufficient documents to the Directors, timely availability of the
agenda, etc. Further, pursuant to Schedule IV of the Companies Act, 2013, the performance evaluation of the Independent Directors was carried
out by the entire Board of Directors of the Company, except the one being evaluated.

21. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES

The details of remuneration of Directors, Key Managerial Personnel and Particulars of Employees and other information required under Section
197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in
ANNEXURE - F which forms part of this Board Report.

22. NOMINATION AND REMUNERATION POLICY

In compliance with the provisions of Section 178 of the Act, the Nomination and Remuneration Policy of the Company has been designed to
keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board
pursuant to recommendations of Nomination and Remuneration Committee of the Company and is placed on the website of the Company at
https://www.shritechtex.com/investor-relations/disclosures-under-regulation-46 .

23. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate system of internal controls in place. It has documented policies and procedures covering all financial and operating
functions. These controls have been designed to provide reasonable assurances with regard to the maintenance of proper accounting controls.
This will ensure reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses, and compliance
with regulations. The Company has continued its efforts to align all its processes and controls with the best global practices and they are reviewed
at periodic intervals to ensure relevance and comprehensiveness, and compliance is ingrained into the management review process.

The Company believes that every employee has a role to play in fostering an environment in which compliance with regulations, and ethical
behavior are accorded due importance.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has implemented Vigil Mechanism. For details, the Vigil Mechanism Policy is also available on the Company’s website i.e.
https://www.shritechtex.com/investor-relations/disclosures-under-regulation-46 .

25. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)

Since your Company hasn’t declared the Dividend in the previous year, there is no unpaid/ unclaimed Dividend declared and paid last year.
Hence, the provisions of Section 125 of the Companies Act, 2013 does not apply to your company.

26. DEPOSITS

During the Financial Year 2024-2025, the Company has not accepted, renewed or has any pending deposits under Sections 73 and 74 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and no amount on account of principal or interest on
deposits from public was outstanding as on March 31, 2025.

27. CODE OF CONDUCT

Pursuant to the provisions of Regulations 8 & 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has
formulated, implemented and has in place a comprehensive “Code of Fair Disclosure of Unpublished Price Sensitive Information” & “Code of
Conduct for Prevention of the Insider Trading” for regulating, monitoring and reporting the trading by Designated persons of the Company which
exemplifies the spirit of good ethics and governance and is applicable to the Designated personnel of the Company which includes Promoters,
Promoter Group, Key Managerial Personnel’s, Directors, Senior Management and such other employees of the Company and others in fiduciary
relationships and as may be approved by the Board of Directors, from time to time, based on the fact of having access to unpublished price
sensitive information. The referred Code(s) lays down guidelines advising the Designated Personnel on procedures to be followed and disclosures
to be made while dealing with the securities of the Company.

Further, the Board Members and Senior Management Personnel have affirmed compliance with the code of conduct.

28. SHARE CAPITAL

During the year under review, the Company has not altered/ modified its authorized share capital and has not issued any shares including equity
shares with differential rights as to dividend, voting or otherwise. The Company has not issued any sweat equity shares to its directors or
employees. Further, as on March 31, 2025, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
Accordingly, the Equity Share Capital of the Company as of March 31, 2025, is as per the details below:

Share Capital Structure (including Capital & No. of Shares)
Type of Capital	No. of Shares	Face Value (in ?)	Total Share Capital (in ?)
Authorized Share Capital	2,50,00,000	10	25,00,00,000
	(Two Crore Fifty Lakhs)	(Ten)	(Twenty- Five Crore)
Issued, Paid Up and	2,49,50,000	10	24,95,00,000
Subscribed Capital	(Two Crore Forty-Nine Lakhs	(Ten)	(Twenty- Four Crores Ninety-
	Fifty Thousand)		Five Lakhs)

29. INITIAL PUBLIC OFFER AND UTILISATION OF PROCEEDS

The Company had raised funds through IPO on August 3, 2023, by issuing 74,00,000 equity shares to public at a price of Rs 61/- per share
aggregating to ? 4514.00 lacs

The details of the proceeds of the Fresh Issue are set forth below:

Particulars	Amount ((* in Lakhs)
Gross Proceeds of the Issue	4514.00
(less) Issue related Expenses	364.48
Net Issue Proceeds	4,149.52

The Utilization of Gross Issue Proceeds is as follows*

No.	Object of the Issue	Amount to be Utilised	Utilised up to 31/03/2025	Balance*
1	Construction of Factory Shed	371.25	371.25	-
2	Purchase of Machineries	630.83	630.83	-
3	Commissioning of Solar Plant	489.70	147.64	342.06
4	To Meet Working Capital Requirements	1,531.46	1,531.46	-
5	General Corporate Purpose	1,126.28	1,126.28	-
6	Public Issue Related Expenses	364.48	364.48	-
	Total IPO Proceeds	4,514.00	4171.94	342.06

Note: * The Unutilised amount of ? 342.06 lakhs is being kept separately as under:
1. In Fixed Deposit A/c - 342.06 lakhs

30. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

Details of loans granted, investments undertaken, guarantees extended, and securities furnished, along with any specified utilization purposes by
the beneficiaries if any, are comprehensively outlined in the Financial Statements'' accompanying notes. This documentation forms an integral
segment of this Annual Report.

31. RISK MANAGEMENT POLICY

The Company has well laid out risk management policy, which periodically assess the threats and opportunities that will impact the objectives
set for the Company as a whole. The policy is designed to provide the categorization of risks into threats and its causes, impact, treatment and
control measures which is also available on our website https://www.shritechtex.com/investor-relations/disclosures-under-regulation-46 .

The Audit Committee also reviews the adequacy of the risk management framework of the Company; the key risks associated with the business
and measure and steps in place to minimize the same. As a part of the Risk Management Policy, the relevant parameters for protection of
environment, safety of operations and health of people at work especially those working in food value chain are monitored regularly. Discussion
on risks and concerns are covered in the Management Discussion and Analysis Report (MDA), which forms a part of this Annual Report.

32. STATEMENT OF DEVIATION(S) OR VARIATION

As per the report submitted to the National Stock Exchange on 29.05.2025, there is no deviation or variations observed in the utilisation of funds
raised.

33. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company’s
operations in future.

34. APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, your Company has neither made any application, nor any proceedings were initiated/ pending against the Company
under the Insolvency and Bankruptcy Code, 2016.

35. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to creating a safe and healthy work environment, where every employee is treated with respect and is able to work
without fear of discrimination, prejudice, gender bias, or any form of harassment at the workplace. The Company has in place a policy on
prevention, prohibition and redressal of sexual harassment at workplace and has complied with the provisions relating to the constitution of
Internal Complaints Committee in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (as amended). During the year under review, no complaints on sexual harassment was received. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2024-25:

a) No of complaints received: Nil

b) No of complaints disposed of: N.A.

36. SEBI AND STOCK EXCHANGES'' INVESTOR GRIEVANCE REDRESSAL SYSTEM

SCORES platform of SEBI, Investor Complaints’ sections of NSE websites facilitate investors to file complaints online and get end-to-end status
update of their grievances. The Company endeavors to redress the grievances of the Investors as soon as it receives the same from the respective
forums.

MUFG Intime (India) Private Limited serves as the Registrar and Transfer Agent for our Company. An email ID for registering shareholders’
complaints/ grievance has been formed as [email protected].

During the year under review, the Company has received Nil queries/complaints from the shareholders.

37. OTHER DISCLOSURES

(i) The Company is in compliance with all mandatory applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

(ii) Maintenance of Cost Record

During the Financial Year 2024-25, the Company is not required to maintain cost records as specified by the Central Government under sub¬
section (1) of Section 148 of the Companies Act, 2013.

(iii) Non-applicability of certain Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from
time to time:

As per Regulation 15 of the SEBI (LODR) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations
17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 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 to the Company.

(iv) Corporate Governance

Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and
certification by CEO & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015.

(v) Disclosures with respect to Demat suspense account/ unclaimed suspense account:

During the year under review no such shares in the Demat suspense account or unclaimed suspense account which required to be reported as per
Para F of Schedule V of the SEBI (LODR) Regulations, 2015.

(vi) Disclosure of certain types of agreements binding listed entities:

As all the agreements entered into by the Company are in normal course of business are not required to be disclosed as they either directly or
indirectly or potentially or whose purpose and effect will not impact the management or control of the Company.

(vii) Cautionary Statement:

The annual report including those which relate to the directors’ report, management discussion and analysis report may contain certain statements
on the Company’s intent expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and
regulations while actual outcomes may differ materially from what is expressed herein

Acknowledgement & Appreciation

The Board expresses their deep sense of gratitude to the Banks, Financial Institutions, Central and State Governments Ministry of Corporate
Affairs, Securities and Exchange Board of India, Stock Exchanges, Registrar and Share Transfer Agent, Statutory and other Regulatory
Authorities for their continued guidance, assistance and co-operation. The Board also places on record its sincere appreciation to the Management,
Directors, its valued customers, Business Associates, Consultants, vendors, service providers, shareholders, investors and all the stakeholders for
their persistent faith, unstinted commitment, co-operation and support and look forward to their continued support.

Further, the Board also appreciates every member of the Company for their contribution to Company’s performance and applauds them for their
superior level of competence, continuous dedication and commitment towards Company. Their enthusiasm and untiring efforts have enabled the
Company to scale new heights and to build a stronger tomorrow.

Registered Office: For and on behalf of Board of Directors

Harmony, 2^nd Floor, 15/A, Shree Shri Techtex Limited

Vidhyanagar Co. Op. Hsg Soc. Ltd., Opp.

NABARD, Nr. Usmanpura Garden,

Ahmedabad- 380014, Gujarat

Shradha Hanskumar Agarwal Hanskumar Ramakant Agarwal
Date: September 3, 2025 Managing Director and Chief Financial Officer Executive Director

Place: Ahmedabad DIN: 02195281 DIN: 00013290

1

Mrs. Shradha Hanskumar Agarwal has been redesignated from Managing Director to Managing Director and Chief Financial Officer of the
company with effect from July 10, 2025.

---

Mar 31, 2024

With an immense pleasure, the Board of Directors of your Company presents the 6^th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

The financial statements of the Company have been prepared in accordance with the provisions under section 133 of the Companies Act, 2013 read with Rule 7 of the (Companies Accounts) Rules, 2014.

The financial performance of the Company, for the financial year ended on March 31, 2024, are summarized below:

in Lakhs)

PARTICULARS	Year Ended 31.03.2024	Year Ended 31.03.2023
Operational Income	7,637.60	5,692.39
Other Income	167.32	115.19
Total Income	7,804.92	5,807.58
Profit/loss before depreciation, Finance, Costs,	2115.95	1365.97
Exceptional items and Tax Expense
Less: Depreciation	193.45	124.12
Profit/loss before Finance, Costs, Exceptional items and Tax Expense	1922.50	1241.85
Less: Finance Cost	230.62	80.72
Profit/Loss before Exceptional Items and Tax Expense	1,691.88	1,161.13
Less: Exceptional Items	-	-
Profit/ (Loss) before tax	1,691.88	1,161.13
Current Tax Provision	357.45	233.60
Short/(Excess) provision of tax for earlier years	3.34	(0.23)
Deferred Tax Provision	103.46	17.14
Profit / (Loss) for the year	1,227.63	910.63

OPERATIONS Total Income

During the Financial Year ended on March 31, 2024, it is noted that the total income amounted to ? 7804.92 Lakhs, representing an increase of 34.39% compared to the total income of ? 5807.58 Lakhs for the previous financial year ended on March 31, 2023.

Profit Before Tax

The profit before tax for the financial year ended on March 31, 2024, amounted to ? 1691.88 Lakhs, representing an increase of 45.71% compared to the profit before tax of ? 1161.13 Lakhs for the previous financial year ended on March 31, 2023.

Profit After Tax

The profit after tax for the financial year ended on March 31, 2024, amounted to ? 1227.63 Lakhs, representing an increase of 34.81% compared to the profit after tax of ? 910.63 Lakhs for the previous financial year ended on March 31, 2023.

The Company’s earnings per share for the financial year 2023-2024 was ? 5.48 as compared to ? 5.19 in the financial year 2022-2023.

2. DIVIDEND

Pursuant to Section 134 (3) of the Companies Act, 2013 read with Secretarial Standard (SS4) Report of the Board of Directors, after considering holistically the relevant circumstances and current financial positions, has decided that it would be prudent not to recommend any dividend for the year under review.

3. TRANSFER TO RESERVES

Your Board does not propose to transfer any amount to any reserves of the Company for year under Review.

4. CHANGE IN NATURE OF BUSINESS

During the year, there is no change in nature of Business during the financial year 2023-24.

5. NUMBER OF BOARD MEETINGS

During the financial year 2023-24, your Company held 13 meetings of the Board of Directors as per Section 173 of Companies Act, 2013. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

6. ANNUAL RETURN

As required under the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification(s) or re-enactment thereof for the time being in force), the Annual Return in Form No. MGT-7 is placed on the website of the Company.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section which forms part of this Annual Report as ANNEXURE- A.

8. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR policy of the Company is based on concept of giving back to the society from which it draws its resources. The Company’s CSR Committee monitors the implementation of CSR policy and ensures that the CSR activities as mentioned in policy are in line with relevant Schedule of the Act and undertaken accordingly by the Company. The CSR Policy is available on the Company’s website.

The brief outline of the CSR Policy of the Company and the activities undertaken by the Company on CSR during the year under review and relevant details are set out in ”ANNEXURE-B” which forms part of this Board Report.

9. AUDITORS Statutory Auditor

At the 5^th Annual General Meeting held on Monday, July 31, 2023, the members approved appointment of M/s. S V J K And Associates (formerly known as M/s ASRV & Co.), Chartered Accountant, (Registration No. 135182W) as the Statutory Auditors of the Company and to hold the office from the conclusion of the 5^th Annual General Meeting till the conclusion of Annual General Meeting of the Company to be held in the financial year 2028, at a remuneration to be decided by the Board of Directors in consultation with the Auditors and reimbursement of travelling and out of pocket expenses incurred by them for the purpose of audit.

The Board has taken note and M/s. S V J K And Associates (formerly known as M/s ASRV & Co.), Chartered Accountants, have confirmed their eligibility under section 141 of the Companies Act, 2013 and the Rules framed thereunder as Statutory Auditors of the Company. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the peer review Board of the Institute of Chartered Accountants of India. There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the Company for the financial year ended March 31, 2024. The notes on the Financial Statements referred to in the Auditors’ Report are self-explanatory and do not call for any comments or explanations.

There was no instance of fraud during the year under review, which was required by the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

Internal Auditor

The Board of Directors has officially appointed Ms. Shakshi Shah, Chartered Accountant, an employee of the Company as an Internal Auditor of the Company for the Financial year 2023-2024 to conduct the Internal Audit of the Company. This strategic decision demonstrates our commitment to upholding and enhancing proper and effective internal financial control. With her expertise and experience, Ms. Shakshi Shah plays a crucial role in evaluating and improving our internal financial processes and systems.

No instance of fraud has been reported by the Internal Auditor.

Secretarial Auditor

The Board of Directors has officially appointed M/s. G. R. Shah & Associates, Practicing Company Secretary to serve as the Secretarial Auditor for out esteemed Company for Financial Year 2023-24.

The procurement of Secretarial Compliance Report for FY 2023-24 from Company Secretaries in Practice in relation to compliance of all applicable SEBI Regulations / circulars / guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations isn’t applicable to your Company being listed at NSE SME Exchange in accordance with exemption provided under Regulation 15(2)(b).

The Secretarial Audit Report received from M/s. G. R. Shah & Associates, Practicing Company Secretary, is attached herewith as ANNEXURE - C.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer and Observations made in the Auditors’ Report is self-explanatory and therefore do not call for any further comments. No instance of fraud has been reported by the Secretarial Auditor.

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

The information in terms of Section 134(3)(m) of the Companies Act, 2013, read with relevant rules is annexed herewith as “ANNEXURE-D” and forms integral part of this report.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm’s length basis. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at https ://www. shritechtex.com/.

Pursuant to provisions of Section 134 (3)(h) of the Act, a statement showing particulars of contracts and arrangements with related parties under Section 188(1) of the Act in the prescribed Form-AOC-2 is annexed to the Board Report as ANNEXURE - E.

The related party disclosures as specified in Para A of Schedule V read with Regulation 34(3) of the SEBI Listing Regulations are given in the Financial Statements.

12. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY

There is no Subsidiary Company, Associate Company and Joint Venture as per the provisions of Companies Act, 2013, for the financial Year 2023-24 and hence, no particulars are required to be mentioned in form AOC-1.

13. BOARD OF DIRECTORS

Since the Company is listed on the NSE SME exchange, it is exempt from the corporate governance provisions specified in Regulation 17 of the Listing Regulations, as per Regulation 15(2)(b). Instead, the governance of the Company’s Board composition will be governed by the Companies Act, 2013, and any other applicable laws, including any amendments or re-enactments thereof.

The Company’s Board of Directors is dedicated to guiding the organization towards long-term success. They do this by setting strategies, assigning responsibilities, and providing overall direction to the business. They also prioritize effective risk management and maintain a high standard of governance to ensure the Company’s sustainable growth and development.

During the year under review no changes took place in the Board and Key Managerial Personnel of your Company.

The Board comprises of 5 directors during the period under review, out of which Two are Independent Directors.

Accordingly, pursuant to Section 149(4) of Companies Act, 2013 and other applicable provisions (including any modification or re-enactment thereof), every listed public company shall have at least one-third of the total number of Directors as Independent Directors, and hence our Company shall have at least two Independent Directors

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Shradha Hanskumar Agarwal (DIN: 02195281), Managing Director of the Company retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. Her brief resume as required under the Regulations 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards is provided in the Notice of the 6^th AGM of the Company. The requisite resolution pertaining to the re-appointment appears at the respective item of the Notice along with the Statement and is recommended to the Members for approval. Further, all the Directors submitted declaration of non-disqualification pursuant to section 164(2) and interest in other entities pursuant to section 184(1) in the first meeting of Board of Directors in the FY 2024-25, and thereby taken note of.

14. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Act in relation to financial statements of the Company for the year ended March

31, 2024, the Board of Directors states that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there is no material departure from the same;

b) 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 and of the profit and loss of the Company for that period;

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

d) the directors have prepared the annual accounts for the financial year ended March 31, 2024, on a going concern basis;

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

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

15. KEY MANAGERIAL PERSONNEL

The Company boasts a team of dynamic, highly qualified, experienced, committed, and versatile persons in its

management. These persons hold the designation of ’Key Managerial Personnel (KMPs)’ in compliance with the

applicable provisions. We present below the details of the Key Managerial Personnel for the year under review:

Sr. No	Name	Designation
1	Mrs. Shradha Hanskumar Agarwal	Chairman cum Managing Director
2	Mr. Hanskumar Ramakant Agarwal	Whole Time Director
3	Mr. Ashish Ashok Bhaiya	Chief Financial Officer
4	Ms. Akanksha Aswani	Company Secretary

16. COMMITTEES OF BOARD

The Board of Directors has various committees that focus on specific areas and make informed decisions within their delegated authority. These committees also provide recommendations to the Board on matters within their purview. All decisions and recommendations made by the committees are presented to the Board for information or approval.

The committees play a crucial role in managing the day-to-day affairs and governance structure of the Company. For more details about the composition of these committees, meetings held, attendance, and other information, please refer to the Corporate Governance Report, which is included in this Annual Report.

The Board of Directors has in accordance with the Section 177, 178 and 135 of the Companies Act, 2013, constituted the following committees:

Audit Committee

Name of the directors	Designation	Nature of Directorship
Mr. Vimalkumar Shah	Chairman	Independent Director
Mr. Anup Mahendra Gopalka	Member	Independent Director
Mrs. Shradha Hanskumar Agarwal	Member	Managing Director

Stakeholders Relationship Committee

Name of the directors	Designation	Nature of Directorship
Mr. Anup Mahendra Gopalka	Chairman	Independent Director
Mr. Vimalkumar Shah	Member	Independent Director
Mr. Vikas Srikishan Agarwal	Member	Non-executive Director

Nomination and Remuneration Committee

Name of the directors	Designation	Nature of Directorship
Mr. Vimalkumar Shah	Chairman	Independent Director
Mr. Anup Mahendra Gopalka	Member	Independent Director
Mr. Vikas Srikishan Agarwal	Member	Non-executive Director

Corporate Social Responsibility Committee

Name of the directors	Designation	Nature of Directorship
Mrs. Shradha Hanskumar Agarwal	Chairman	Managing Director
Mr. Hanskumar Ramakant Agarwal	Member	Executive Director
Mr. Vimalkumar Shah	Member	Independent

17. ANNUAL EVALUATION

Pursuant to the provisions of Sections 178(2) of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, the Nomination and Remuneration Committee / Board has carried out evaluation of the performance of the Board, its Committees and Independent Directors. A structured evaluation feedback form was prepared after taking into consideration the inputs received from the Directors, covering various aspects such as board composition, flow of board process, information and functioning, establishment and determination of responsibilities of Committees, and quality of relationship between the Board and the management. The performance of Individual Directors and the Board Chairman was also carried out in terms of attendance, contribution at the meetings, circulation of sufficient documents to the Directors, timely availability of the agenda, etc. Further, pursuant to Schedule IV of the Companies Act, 2013, the performance evaluation of the Independent Directors was carried out by the entire Board of Directors of the Company, except the one being evaluated.

18. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The details of remuneration of Directors, Key Managerial Personnel and Particulars of Employees and other information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in ANNEXURE - F which forms part of this Board Report.

19. NOMINATION AND REMUNERATION POLICY

In compliance with the provisions of Section 178 of the Act, the Nomination and Remuneration Policy of the Company has been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and is placed on the website of the Company.

20. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate system of internal controls in place. It has documented policies and procedures covering all financial and operating functions. These controls have been designed to provide reasonable assurances

with regard to the maintenance of proper accounting controls. This will ensure reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses, and compliance with regulations. The Company has continued its efforts to align all its processes and controls with global best practices and they are reviewed at periodic intervals to ensure relevance and comprehensiveness, and compliance is ingrained into the management review process.

The Company believes that every employee has a role to play in fostering an environment in which compliance with regulations, and ethical behavior are accorded due importance.

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has implemented Vigil Mechanism. For details, the Vigil Mechanism Policy is also available on the Company’s website i.e. www.shritechtex.com .

22. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)

Since your Company hasn’t declared the Dividend in the previous year, there is no unpaid/ unclaimed Dividend declared and paid last year.

Hence, provisions of Section 125 of the Companies Act, 2013 does not apply to your company.

23. DEPOSITS

During the Financial Year 2023-2024, the Company has not accepted, renewed or pending any deposits under Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year and as such, no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2024.

24. INDEPENDENT DIRECTORS AND DECLARATION

Your Company has received declarations from all Independent Directors confirming that they meet the criteria of independence and regarding their registration in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs as prescribed under Section 149 of the Act and Regulations 25 of the Listing Regulations.

There has been no change in the circumstances affecting their status as Independent Directors of the Company.

25. CODE OF CONDUCT

Your Company has formulated the code of conduct for directors and the senior management personnel who are the members of your Company’s core management team comprising all the members of management one level below the executive non-independent director, including the functional basis.

26. SHARE CAPITAL

During the financial year under review, the Company has made an Initial Public Offer (IPO) of Equity Shares of 74,00,000 (Seventy-Four Lakh) equity shares of face value of ? 10/- each fully paid-up for cash at a price of ? 61 each, aggregating up to ? 4,514.00 Lakhs. The Company successfully completed the IPO process, and the equity shares of the Company were listed on SME platform of National Stock Exchange of India Limited (“NSE SME”) on August 4, 2023.

Accordingly, the Equity Share Capital of the Company as of March 31, 2024, has changed as per the details below:

Share Capital Structure (including Capital & No. of Shares)
Type of Capital	No. of Shares	Face Value (in ?)	Total Share Capital (in ?)
Authorized Share Capital	2,50,00,000 (Two Crore Fifty Lakhs)	10 (Ten)	25,00,00,000 (Twenty- Five Crore)
Issued, Paid Up and Subscribed Capital	2,49,50,000 (Two Crore Forty-Nine Lakhs Fifty Thousand)	10 (Ten)	24,95,00,000 (Twenty- Four Crores Ninety- Five Lakhs)

27. INITIAL PUBLIC OFFER AND UTILISATION OF PROCEEDS

The Company had raised funds through Initial Public Offer (IPO) during the Financial Year under review where the equity shares were listed on SME Platform of National Stock Exchange of India Ltd on August 4, 2023. The proceeds of aforesaid issue are being utilized, for the purpose for which it was raised by the Company in accordance with the terms of the issue.

The details of the proceeds of the Fresh Issue are set forth below:

Particulars	Amount ((? in Lakhs)
Gross Proceeds of the Issue	4514.00
(less) Issue related Expenses	364.48
Net Issue Proceeds	4,149.52

The Utilization of Gross Issue Proceeds is as follows:				(? in Lakhs)
No.	Object of the Issue	Amount to be Utilised	Utilised up to 31/03/2024	Balance*
1	Construction of Factory Shed	371.25	107.15	264.10
2	Purchase of Machineries	630.83	597.82	33.01
3	Commissioning of Solar Plant	489.70	-	489.70
4	To Meet Working Capital Requirements	1,531.46	1,531.46	-
5	General Corporate Purpose	1,126.28	1,126.28	-
6	Public Issue Related Expenses	364.48	364.48	-
	Total IPO Proceeds	4,514.00	3,727.19	786.81

Note: * The Unutilised amount of ? 786.81 lakhs is being kept separately as under:

1. In Escrow IPO A/c - ? 13.83 lakhs

2. In Liquid Fund A/c - ? 772.98 lakhs

28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

Details of loans granted, investments undertaken, guarantees extended, and securities furnished, along with any specified utilization purposes by the beneficiaries if any, are comprehensively outlined in the Financial Statements’ accompanying notes. This documentation forms an integral segment of this Annual Report.

29. RISK MANAGEMENT

The Company has been exempted under regulation 21 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 from reporting of risk management. The board is fully aware of Risk Factor and is taking preventive measures wherever required.

The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Efficient risk management is the key to achieving short term goals and sustained value creation over the long term. A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is being carried out to identify evaluate monitor and manage both business and non-business risks.

There are no risks which in the opinion of the Board threaten the existence of the Company. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report (MDA), which forms a part of this Annual Report.

RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. The Risk Management Policy is also available on the Company’s website i.e. www.shritechtex.com .

30. STATEMENT OF DEVIATION(S) OR VARIATION

As per the report submitted to the National Stock Exchange on 28.05.2024, there is no deviation or variations observed in the utilisation of funds raised.

31. INSIDER TRADING DISCLOSURE

The Board of Directors of the Company has duly adopted Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Prohibition of Insider Trading, pursuant to the provisions of Regulation 8 (Code of Fair Disclosure) and Regulation 9 (Code of Conduct), respectively, of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

The aforesaid codes have been adopted with a view to regulate trading in securities by the Directors and designated employees of the Company.

The Code requires pre-clearance for dealing in the Company’s shares, in excess of limits prescribed and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

33. APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, your Company has neither made any application, nor any proceedings were initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016 as at the year ended March 31, 2024.

34. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to creating a safe and healthy work environment, where every employee is treated with respect and is able to work without fear of discrimination, prejudice, gender bias, or any form of harassment at the workplace.

The Company has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace and has complied with the provisions relating to the constitution of Internal Complaints Committee in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended). During the year under review, no complaints on sexual harassment was received.

35. SEBI AND STOCK EXCHANGES’ INVESTOR GRIEVANCE REDRESSAL SYSTEM

SCORES platform of SEBI, ‘Investor Complaints’ sections of NSE websites facilitate investors to file complaints online and get end-to-end status update of their grievances. The Company endeavors to redress the grievances of the Investors as soon as it receives the same from the respective forums.

Link Intime (India) Private Limited serves as the Registrar and Transfer Agent for our Company. An email ID for registering shareholders’ complaints/ grievance has been formed as [email protected].

During the year under review, the Company has received Nil queries/complaints from the shareholders.

36. OTHER DISCLOSURES

(i) The Company is in compliance with all mandatory applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

(ii) Maintenance of Cost Record

During the Financial Year 2023-24, the Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

(iii) Non-applicability of certain Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time:

As per Regulation 15 of the SEBI (LODR) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 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 to the Company.

(iv) Corporate Governance

Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

(v) Disclosures with respect to Demat suspense account/ unclaimed suspense account:

During the year under review no such shares in the Demat suspense account or unclaimed suspense account which required to be reported as per Para F of Schedule V of the SEBI (LODR) Regulations, 2015.

(vi) Disclosure of certain types of agreements binding listed entities:

As all the agreements entered into by the Company are in normal course of business are not required to be disclosed as they either directly or indirectly or potentially or whose purpose and effect will not impact the management or control of the Company.

(vii) Cautionary Statement:

The annual report including those which relate to the directors’ report, management discussion and analysis report may contain certain statements on the Company’s intent expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein

Acknowledgement & Appreciation

The Board expresses their deep sense of gratitude to the Banks, Financial Institutions, Central and State Governments Ministry of Corporate Affairs, Securities and Exchange Board of India, Stock Exchanges, Registrar and Share Transfer Agent, Statutory and other Regulatory Authorities for their continued guidance, assistance and co-operation. The Board also places on record its sincere appreciation to the Management, Directors, its valued customers, Business Associates, Consultants, vendors, service providers, shareholders, investors and all the stakeholders for their persistent faith, unstinted commitment, co-operation and support and look forward to their continued support.

Further, the Board also appreciates every member of the Company for their contribution to Company’s performance and applauds them for their superior level of competence, continuous dedication and commitment towards Company. Their enthusiasm and untiring efforts have enabled the Company to scale new heights and to build a stronger tomorrow.

Registered Office: For and on behalf of Board of Directors

Harmony, 2^nd Floor, 15/A, Shree Shri Techtex Limited

^{Vidhyanagar C}°. ^Op. ^{Hsg Soc}. ^Ltd., (Previously known as Shri Techtex Private Limited)

Opp. NABARD, Nr. Usmanpura Garden, Ahmedabad- 380014,

Gujarat

_Sd/- _Sd/-

Shradha Hanskumar Agarwal Hanskumar Ramakant Agarwal

Date: September 5, 2024 Managing Director Executive Director

Place: Ahmedabad DIN: 02195281 DIN: 00013290