Your Directors are pleased to present the 03^rd Annual Report of the Company together with
Audited Financial statements and Auditors’ Report for the year ended on 31st March, 2024.

1. FINANCIAL SUMMARY /HIGHLIGHT S

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

2. STATE OF COMPANY’S AFFAIRS

The Net Income of your Company for the current year was increased to Rs. 443.71/- (in Lakhs)
as against Rs. 210.59/- (in Lakhs) of the previous year. However, the Company’s incurred Net
Loss of Rs. 3.56/- (in Lakh) for the current year as against the Net Profit after tax of Rs. 11.30/-
(in Lakh) of the previous year.

3. INITIAL PUBLIC OFFER (IPO) AND LISTING

During the financial year, the Company came out with the Initial Public Offer through fresh
issuance of shares. The issue opened on August 17, 2023 and closed on August 21, 2023. Your
Company successfully completed its Initial Public Offering (IPO) and raised Rs. 20,304.00

Thousand comprising of a fresh issue of 4,23,000 Equity Shares of Rs. 10/- each at a premium of
Rs. 48/- each.

Pursuant to the Initial Public Offer, the equity shares of the Company were listed on the BSE
Platform of BSE Limited (BSE) on August 29, 2023.

4. DIVIDEND

The Directors have not recommended any dividend on equity shares of the Company.

5. UNCLAIMED DIVIDEND

There is no balance lying in unpaid equity dividend account.

6. TRANSFER TO RESERVE

Company has not transferred any amount from profit to General Reserve.

7. MATERIAL CHANGES

The company had filed Draft Prospectus (DP) on 6^th April, 2023 with Bombay Stock Exchange
(BSE) SME for Initial Public Offer (IPO) and received the In-Principal Approval from BSE
Limited vide letter dated July 13, 2023. Thereafter filed Prospectus on August 09, 2023, the offer
opened for subscription on August 17, 2023 and closed on August 21, 2023. The Equity Shares
got the shares listed on SME Platform of BSE Limited on August 29, 2023.

8. DEPOSITS

The Company has not accepted or renewed any Deposit within the meaning of the Companies
Act, 2013.

9. MEETINGS

(i) MEETINGS OF THE BOARD OF DIRECTORS:-

During the year under review, 5 (Five) Meetings of the Board of Directors of the Company were
held. The dates on which the said meetings were held are as follows:

The number of meetings attended by the Directors during year is as follows:

(ii) MEETINGS OF MEMBERS

During the year under review, 2^nd Annual General Meeting of the Company was held on 12^th
August, 2023.

10. ANNUAL RETURN

Annual Return Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act,
2013, the Annual Return as on the financial year ended March 31, 2024 is placed on the
Company’ website: https://www.shooradesigns.com/annual-reports-returns/

11. CHANGE IN NATURE OF BUSINESS

During the year, there was no change in nature of Business of the Company during the year.

12. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of
Association of the Company, Mrs. Sejal Satish Kansodariya (DIN: 08060539) Director, retire by
rotation and is being eligible has offered herself for re-appointment at the ensuing Annual
General Meeting.

Based on the confirmations received from Directors, none of the Directors are disqualified from
appointment under Section 164 of the Companies Act, 2013.

In the opinion of the Board, the Board is satisfied of the integrity, expertise, and experience of all
Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent
Directors of the Company have included their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs.

13. RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions during the year under review made
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 at large.

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements
with related parties under section 188 of the Companies Act, 2013 entered by the Company
during the financial year, were in ordinary course of business and at arm’s length basis. Details
of the related party transactions made during the year are attached as “Annexure-I” in form
AOC-2 for your kind perusal and information.

The company has adopted policy for Related Party Transaction and placed on the website of the
Company: https://www.shooradesigns.com/wp-content/uploads/2023/02/Related-party-

Transaction-policy.pdf

14. AUDITORS

In line with the provision of Section 139, 142 and other applicable provisions, if any, of the
Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, (including any
statutory modifications or re-enactment thereof, for the time being in force), M/s. Piyush Kothari
& Associates (Firm Registration No.: 140711W), Chartered Accountant, Statutory Auditor of the
company have been appointed in the 2^nd Annual General Meeting held in the Financial Year
2023 for the consecutive term of 5 (Five) financial years i.e. from Financial Year 2023-24 to
2027-28 continues to hold the office as the Statutory Auditors of the Company. In accordance
with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of
Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every
Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. SSN & Associates, Company Secretaries to undertake the Secretarial Audit of the
Company. It is hereby confirmed that the Company has complied with the provisions of SS -1
i.e. Secretarial Standard on meetings of Board of Directors and SS - 2 i.e. Secretarial Standards
on General Meetings. The Report of the Secretarial Auditor for the FY 2023 - 24 is annexed
herewith as “Annexure - III”.

15. AUDITORS’ REPORT

The Auditors’ Report for the financial year ended on 31st March, 2024 forming part of the
Audited Annual Accounts. During the year under review, no fraud has been reported by Auditors
under Section 143(12) of the Companies Act, 2013.

16. COMMENTS ON AUDITOR’S REPORT

The notes referred to in the Auditor Report are self-explanatory and they do not call for any
further explanation as required under section 134 of the Companies Act, 2013.

17. INTERNAL AUDITOR:

Upon the recommendation of the Audit Committee, the Board of Directors had appointed M/s.Keyur
Shah and Associates, Practicing Chartered Accountants as the Internal Auditor for FY 2023 - 24.

18. LOANS, GUARANTEES AND INVESTMENT

With reference to Section 134(3)(g) of the Companies Act, 2013, loans, guarantees and
investments made under section 186 of the Companies Act, 2013 form part of the Notes to the
financial statements provided in this Annual Report. During the year under review, your
Company has not made any loans, guarantees and investments which are governed by the
provision of section 186 of the Companies Act, 2013.

19. DECLARATION BY INDEPENDENT DIRECTORS

Company has received declaration from all the independent directors duly signed by them stating
that they meet the criteria of independence as provided in section 149(6) of the Companies Act,
2013.

There has been no Change in the circumstances affecting their status as Independent Directors of
the Company so as to qualify themselves to be appointed as Independent Directors under the
provisions of the Companies Act, 2013 and the relevant regulations.

All the independent directors have enrolled with the Indian Institute of Corporate Affairs at
Manesar.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors
of the company have complied with the code of Independent Director. Independent Directors met
separately on 29^th March, 2024 to inter alia review the performance of Non-Independent
Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of
the flow of the information between the Management and the Board.

20. SHARE CAPITAL

During the Year Under Review, the Paid-up capital of the Company is Rs. 1,49,86,620/-

During the year under review, the company has neither issued any shares with or without
differential voting rights nor granted any stock Option nor any sweat Equity Shares.

21. COMMITTEES OF THE BOARD
• Audit Committee:

The Audit Committee and the Policy are in compliance with Section 177 of the Companies Act,
2013, read along with the applicable rules thereto.

During the financial year 2023-24, Four (4) meetings of Audit Committee were held on
following dates:

Attendance of members for the meeting of Audit Committee held during the year 2023-24 is as
below:

• Nomination and Remuneration Committee:

The Nomination and Remuneration Committee and the Policy are in compliance with Section
178 of the Companies Act, 2013 read along with the applicable rules thereto.

During the financial year 2023-24, Two (2) meetings of Nomination and Remuneration
Committee were held on following dates:

Attendance of members for the meeting of Nomination and Remuneration Committee held
during the year 2023-24 is as below:

• Stakeholders’ Relationship Committee:

Our company has stakeholders’ relationship committee as per the provisions of Section 178(5) of
the Companies Act, 2013. The constitution of the Stakeholders Relationship Committee is as
follows:

During the financial year 2023-24, Two (2) meetings of Stakeholders’ Relationship Committee
were held on following dates:

Attendance of members for the meeting of Stakeholders’ Relationship Committee Committee
held during the year 2023-24 is as below:

22. REMUNERATION POLICY

Pursuant to provisions of Section 178 of the Companies Act, 2013, the Board has, on
recommendation of Nomination & Remuneration Committee, formulated a Policy on Directors’
appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a Director and other matters provided under Section 178(3) of
Companies Act, 2013

23. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors confirm
that -

(i) in the preparation of the annual accounts for the year ended 31st March, 2024, the applicable
accounting standards had been followed and no material departures have been made for the
same;

(ii) appropriate accounting policies have been selected and applied and such judgments and
estimates have been made 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 31st March, 2024 and of the profit
of the Company for that period;

(iii) proper and sufficient care have been taken for 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 annual accounts have been prepared on a “going concern” basis;

(v) the proper internal financial controls are laid down and are adequate and operating
effectively;

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

24. INTERNAL FINANCIAL CONTROLS

The Company has a well-placed, proper and adequate internal financial control system which
ensures that all the assets are safeguarded and protected and that the transactions are authorized
recorded and reported correctly. The internal audit covers a wide variety of operational matters
and ensures compliance with specific standard with regards to availability and suitability of
policies and procedures. During the year no reportable material weakness in the design or
operation were observed.

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

The companies act, 2013 re-emphasizes the need for an effective internal financial control
system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the
information regarding adequacy of internal financial controls with reference to the financial
statements to be disclosed in the board’ report. The detailed report forms part of Independent
Auditors Report.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of section 135 of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility) Rules 2014; the Board has undertaken the CSR activities as
per Rule 4 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable
on the Company.

27. 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.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of
the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in
the Statement annexed herewith as “Annexure-II”.

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

The particulars required to be included in terms of Section 134(3)(m) of the Companies Act,
2013 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings
and outgo are given below.

A. Conservation of Energy:

The Company is not engaged in any type of production. Hence, there is no extra steps taken for
energy saving. However, the Company is using electricity in office and Regular steps have been
taken to improve energy consumption by using LED lights in office premises. Further, during the
year, your Company has not made any capital investment on energy conservation equipment.
Your Company is using Electricity as source of energy only.

B. Technology Absorption:

The project of your Company has no technology absorption, hence no particulars are offered.

C. Foreign Exchange Earning and Outgo:

The foreign Exchange earnings of the company pursuant to Exports is Rs. 4.68 Lakhs and
expenditure of the Company is NIL.

29. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or an Associate Company.

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

There were no incidences of sexual harassment reported during the year under review, in terms
of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules made thereunder. The objective of this policy is to provide
protection against sexual harassment of women at workplace and for Redressal of any such
complaints of harassment, internal complaints committee has been set up to redress the
complaints, if any.

The company has complied with the provisions relating to constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. Your director’s further state that during the year under review, there were
no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

31. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY
SECRETARIES OF INDIA (ICSI)

The Company complies with all applicable mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI).

32. MAINTENANCE OF COST RECORDS

The company is not required to maintain Cost Records as specified by Central Government
under section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are
not made and maintained.

33. INSURANCE

All the properties and the Insurable Interest of the company Including building and stocks
wherever necessary and to the extent required have been adequately insured. The company keeps
reviewing the insurance amount every year as per requirement.

34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting
the going concern status and Company’s operations in future.

35. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Schedule V of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulation, 2015, details on Management Discussion and Analysis
Report are annexed as “Annexure - IV”.

36. RESEARCH & DEVELOPMENT

Research and Development is important for businesses because it provides powerful knowledge
and insights, leads to improvements to existing processes where efficiency can be increased and
costs reduced. It also allows businesses to develop new products and services to allow it to
survive and thrive in competitive markets. The benefits of Research & Development extend into
entire sectors as well as positively impacting the wider economy. A sector that invests heavily in
this will develop and achieve more, including providing real-world benefits to people.

The Company believes that technological obsolescence is a reality. Only progressive research
and development will help us to measure up to future challenges and opportunities. We invest in
and encourage continuous innovation. During the year under review, expenditure on research and
development is not significant in relation to the nature size of operations of Company.

37. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading
Policy of the Company lays down the guidelines and procedure to be followed and disclosures to
be made while dealing with the shares of the Company. The policy has been formulated to
regulate, monitor, and ensure reporting of dealings by employees. The Insider Trading Policy of
the Company covering code of practices and procedures for fair disclosures of unpublished price
sensitive information and code of conduct for prevention of insider trading is available on the
website of the Company.

38. CAUTIONARY STATEMENT

Statements in this report and its annexures describing company’s projections, expectations and
hopes are forward looking. Though, these are based on reasonable assumption, their actual
results may differ.

39. APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard
work, dedication and commitment and express their sincere thanks and appreciation to all the
employees for their continued contribution, support and co-operation to the operations and
performance of the company.

40. RISK MANAGEMENT

The Company has developed and implemented a risk management policy which identifies major
risks, reviews and evaluates the program to ensure adequate policies, procedures and systems are
in place to execute the strategy and manage related risk. The same has also been adopted by your
Board and is also subject to review from time to time. Risk mitigation process and measures
have been also formulated and clearly spelled out in the said policy.

41. OTHER DISCLOSURES

- During the under review, there were no applications made or proceedings pending in the name
of the company under the Insolvency and Bankruptcy Code, 2016.

- During the under review, there was no instance of one-time settlement with any Banks or
Financial Institutions.

42. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance
received from Shareholders, Bankers, regulatory bodies and other business constituents during
the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment
displayed by all executives, officers and staff, resulting in successful performance of the
Company during the year.

By Order of the Board of Directors
SHOORA DESIGNS LIMITED

(Formerly known as Shoora Designs Private Limited)

Satish Kalubhai Kansodariya Rajeshbhai Labhubhai Mer

Chairman & Managing Director Whole Time Director

DIN:08444489 DIN:09684481

Place: Surat
Date: 02/09/2024