Your Directors are pleased to present 09^th Annual Report on the business and operations of
your Company and the audited financial statement for the period ended 31^st March, 2024 and
Auditor's report thereon.

OPERATIONAL AND FINANCIAL RESULT

The Financial Result of the Company's for the period from 1st April 2022 to 31^st March 2023 are
as under:

COMPANY'S PERFORMANCE

During the year under review, the Company’s performance from the date of 01.04.2023 to
31.03.2024 recorded as Net Sales of the Company Rs. 543.67 Lacs as against net sales of Rs.
484.71 Lacs of previous year.

Management of the Company is committed to the growth and hopes to improve the
performance in coming years.

CHANGE IN NATURE OF BUSINESS. IF ANY

During the year, your Company has not changed its business or object and continues to be in the
same line of business as per main object of the Company.

DIVIDEND

During the year under review. Your Directors are still constrained not to recommend any
dividend for the financial year ended March 31, 2024 keeping in view the need of funds for
expansion and working capital.

TRANSFER TO RESERVE

The amount of Rs. 83.17 Lacs to be carried as profit in the balance sheet for the financial year
ended 31st March, 2024. The board of directors of your Company does not propose to transfer
any amount to reserves during the period under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Structure of the Board of Directors and Key Managerial Personnel

The Board of Directors of the Company is formed in terms of the provisions of the
Companies Act, 2013 and consists the following:

The following changes took place in the constitution of Board and Key Managerial Personnels of
the Company.

1. Mrs. Swati Maheshwari has resigned from the post of Company Secretary w.e.f. 29^th April,
2023.

2. Mrs. Minal Jain, was appointed as the Company Secretary & Compliance Officer of the
Company w.e.f. 28^th August, 202. However She has resigned from her post, due to personnel
reasons w.e.f. 01^st December, 2023.

3. Mrs. Asha Upadhyay, the Director of the Company has resigned from her post w.e.f 28^th
December, 2023.

4. Mrs. Somali Jain is appointed as a Company Secretary & Compliance Officer of the Company
w.e.f 28^th Februaiy, 2024.

In pursuance of Regulation 15(2] of SEBI (Listing Obligations and Disclosure Requirements]
Regulations, 2015, the Company is exempted from requirement of having composition of Board
as per Listing Regulations. However the composition of Board complies with the requirements
of the Companies Act, 2013.

(b) Retirement by Rotation

In accordance with the provisions of the Act, Ms. Rachna Upadhyay [DIN:07617468],
Director of the Company retire by rotation at the ensuing Annual General Meeting and being
eligible offers herself for reappointment.

BOARD MEETING

During the year under review, the Board of Directors of the Company met 6(Six] times on 06
June 2023, 19 June 2023, 28 August 2023, 06 September, 2023, 14 November 2023, and 28
February, 2024 to discuss and approve various matters. The gap between two consecutive
meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

COMMITTER OF BOARD

Board of Directors, in line with the requirements of the Act, has formed various committees,
details of which are given hereunder.

A. AUDIT COMMITTEE

The Company has formed audit committee in line with the provision Section 177 of the
Companies Act, 2013. Audit Committee is generally held for the purpose of recommending the
half yearly and yearly financial results. Additional meeting is held for the purpose of reviewing
the specific item included in terms of reference of Committee. During the year under review,
Audit Committee met 5 [Five] times on June 6, 2023, June 19, 2023, August 28, 2023, November
14, 2023 and February 28,2024.

The Composition of the Committee is as follows:-

*Mrs. Asha Upadhyay has resigned from her directorship in the Company w.e.f. 28^th December,
2024, hence ceases to be the member of the Audit Committee as well.

**The Board has reconstituted the Audit Committee and Mrs. Rachana Upadhyay became the
member of the Committee w.e.f. 28.02.2024.

B STAKEHOLDER'S RELATIONSHIP COMMITTEE

The Company has constituted Stakeholder’s Relationship Committee mainly to focus on the
redressal of shareholders’ / Investors' Grievances, if any, like Transfer / Transmission / Demat
of Shares; Loss of Shares Certificates; Non receipt of Annual Report; etc.

The Composition of the Committee and the details of meeting attended by its members are
given below:

(*] During the year, the Company had not received any complaints from the Shareholders, so no
meeting was held by the Stakeholder's Relationship Committee.

C NOMINATION & REMUNERATION COMM1TTFF

The Company has formed Nomination and Remuneration Committee in line with the provisions
of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meeting
are generally held for identifying the persons who are qualified to become Directors and may be
appointed in senior management and recommending their appointments and removals.

During the year under review, Nomination and Remuneration Committee met 2 (Two] time on
August 28,2023 and February 28,2024. The Composition of the Committee is as follows:-

*Mrs. Asha Upadhyay has resigned from her directorship in the Company w.e.f. 28^th December,
2024, hence ceases to be the member of the Audit Committee as well.

**The Board has reconstituted the Audit Committee and Mrs. Rachana Upadhyay became the
member of the Committee w.e.f. 28.02.2024.

STATUTORY AUDITORS

M/s. Nenawati and Associates, Chartered Accountants, Udaipur having Firm Registration No.
002148C hold(s) office as the Statutory Auditors of the Company until the conclusion of the
ensuing Annual General Meeting and proposed to recommend their appointment / re¬
appointment at the 9^th Annual General Meeting for a period of 1 year from the conclusion this 9^th
Annual General Meeting till the conclusion of 10^th Annual General Meeting in terms of Section
139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the
Companies (Audit and Auditors] Rules, 2014.

OBSERVATIONS OF THE STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR
THE YEAR ENDED ON 31^ST MARCH. 2024 AND BOARD'S COMMENTS THERETO:

The Auditor's report has expressed qualified opinion on two points of the financial statements
as under and the Directors comments thereto are stated hereunder:

1. The company has not ascertained the applicability of provisions of payment of Gratuity
to employees and does not have any actuarial valuation provision in the financial
statement against such employee benefits, we are unable to comment on the correctness
of cost of employee benefits charged to statement of profit and loss as per actuarial
valuation and the disclosure as required by the Ind AS-19 in the financial statements
Directors Reply:- Your board of Directors comments on the qualification that the
management will take care about the qualification in respect to the Provision of Gratuity
for the benefit of employees.

2. Information required to be disclosed as per MSME Act 2006 has not been disclosed.
Since company has not completed the process of collecting the information relating to
the small and Micro units rendering services or supplying goods to the company, we are
unable to determine whether there was delay in making payment to such entities and
the resultant interest for such delay as prescribed under MSME Act 2006 not provided in
the financial statement hence profit overstated to the extent of interest provision not
provided.

Directors Reply:- Your board of Directors comments on the qualification that your
Company has not provided provision of interest payable to MSME creditors, he
management will take care about the qualification.

3. The company has no details for recovery from debts pending since a long period, in
absence of which we are unable to comment on realization . Such debtors affect the
credit impaired of the company. In accordance with Ind AS 109 the company applies
expected credit loss [ECL] model for measurement and recognition of impairment loss
allowance on trade receivables during the year Rs 755.35 lakhs but company not
recognized as expenses in the statement of Profit and Loss Account as provision for Bad
and doubtful debts. The company in previous year 2022-23 recognized expected loss
and debited in profit and loss account amounting Rs 756.19 Lakhs has been reversed
and added back in change of equity statement as retaining earning under reserve and
surplus.

Directors Reply:- Your board of Directors comments on the qualification that as on date
the Company is not expecting any credit loss for a financial and hence provision has not
been made and previous year reversed.

SECRETARIAL AUDITOR

The Board of Directors has appointed M/s. Mohit Vanawat& Associates, Company Secretaries in
Whole Time Practice to conduct Secretarial Audit under the provisions of Section 204 of the

Companies Act, 2013. Secretarial Audit Report as provided by M/s. M/s. Mohit Vanawat &
Associates, Company Secretaries in Whole Time Practice, is annexed to this Report as Annexure
C.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each Independent Directors of the
Company under Section 149(7} of the Companies Act, 2013 that the Independent Directors of
the Company meet with the criteria of their Independence as laid down in Section 149(6}.

LOAN. GUARANTEES OR INVESTMENT

The Company has neither given any Loan under Section 186 of the Companies Act, 2013, nor
has given any Guarantee and also not made any Investments falling within the perview of
Section 186 of the Companies Act, 2013 during the Financial Year.

DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year under review.
RELATED PARTY TRANSACTIONS

All the transactions with related parties have been entered on arm’s length basis and in the
ordinary course of the business. The Company has complied with all the applicable provisions of
the Act and SEBI (Listing Obligations and Disclosure Requirements} Regulations, 2015 in this
regards. There is no materially significant related party transactions with Promoters, Directors,
Key Managerial Personnel or other persons which may have a potential conflict with the
interest of the Company at large. During the year, the Company has not entered into any related
party transactions under the section 188 of the Companies Act, 2013.

There were no related party transaction during the year under review except in the ordinary
course of business and at the Arm’s length basis. Form AOC-2 as prescribed under section
134(3}(h} of the Companies Act, 2013 is enclosed as Annexure A.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

A Statement giving details of conservation of energy, technology absorption, foreign exchange
earnings and outgo in accordance with the Rule 8(3} of the Companies (Accounts} Rules, 2014 is
enclosed as Annexure - B.

EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3} of the Companies Act, 2013 and Rule 12(1} of the
Companies (Management and Administration} Rules, 2014 a copy of Annual Return is uploaded
on the website of the Company at www.shivaexport.in.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred between the end of financial year of
the company and the date of this report affecting the financial position of the Company as at
March 31, 2024.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016 (31 OF 20161 DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016] during the year alongwith their status as at
the end of the financial year is not applicable.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuance of section 177 (9] of the Companies Act,2013 and the SEBI (Listing Obligations
and Disclosure Requirements] Regulations, 2015, the Company has in place a Vigil
Mechanism/Whistle Blower Policy for Directors and employees to report genuine Concern.

RISK MANAGEMENT

The Company has devised proper system to identify the risks involved in the business of the
company. There is system to mitigate the risk involved in the business of the company using the
internal controls of the company and necessary steps to reduce the risk factors involved in the
business of the company were taken from time to time.

DETAILS OF SUBSIDIARY. ASSOCIATE COMPANY

The Company does not have any subsidiary, joint venture & associate company.

CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility (CSR] are not applicable to the
Company during the year under review hence there is no requirement to comply with section
135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility] Rules
2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact
the going concern status of the Company and its future operations.'

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors’ Responsibility Statement referred to in clause (c] of sub-section (3] of Section
134 of the Companies Act 2013, the Board of Directors of the Company hereby state and
confirms that:

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

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

(c) They have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the Annual Accounts on a going concern basis;

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

(f) The Company has used the Company has used accounting software for maintaining its books
of account, which have a feature of recording audit trail [edit log) facility, however the same has
not operated throughout the year for all relevant transactions recorded in the respective
software.

DISCLOSURES UNDER SEXUAL HARASMENT OF WOMEN AT WORKPLACE fPREVENTION.
PROHIBITION & REDRESSAL1 ACT. 2013

The Company has in place an Anti-Sexual harassment Policy, in line with the requirements of
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013.The Company has set up an Internal Complaints Committee to redress complaints
received regarding sexual harassment. No Complaints were received during the year under
review.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH
REFERENCE TO FINANCIAL STATEMENTS

The Company is having adequate Internal Financial Control with reference to the Financial
Statements.

ACKNOWLEDGEMENT

Directors wish to express their grateful appreciation for assistance and co-operation received
from various Departments during the year under review. Your Directors also wish to place on
record their appreciation for the committed services of all the associates, vendors of the
Company.

For and on Behalf of the Board of Directors
of SHIVA GRANITO EXPORTS LIMITED

Sd/- Sd/-

Rachna Upadhyaya Abhinav Upadhyay

Place: Udaipur Director Managing Director

Date: 31.08.2024 (DIN: 07617468) (DIN: 01858391)