Your Directors have pleasure in presenting the 4^th (Fourth) Annual Report together with the Audited Financial Statements of
your Company for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS:

The Company’s financial performance for the year ended March 31, 2024 is summarized as below:

Based on Standalone Financial Statement: -

( Amount in Lakhs)

2. OPERATION & REVIEW:

Revenue from the operations of your Company for the year 2023-24 was Rs. 306.13 Lakhs as against Rs. 456.80 Lakhs
in the previous year. Profit/(Loss) before Depreciation Interest & Tax for the current year was Rs. (50.51) Lakhs
against Rs. 22.57 Lakhs in the previous year. Profit/(Loss) after tax for the current year at Rs. (92.44) Lakhs against Rs.
21.15 Lakhs in the previous year.

Your company is leading Indian handicrafts manufacturer and supplier. We provide the platform to both artisans and
enthusiasts of art. We come with a wide array of highly beautiful handicrafts in India made by highly skilled and
professional team of artisans. Our highly skilled craftsmen are expert in crafting structures using several material
including metal, marble, glass, paper, wood, and many others.

Your company specializes in developing a qualitative range of Hotel, Restaurant and Cafe, Canteen, Bar, Banquet,
Industrial and Outdoor Furniture and Vintage Furniture, Mirror Frames, Wall clocks and various other decoration &
handicrafts objects. We are instrumental in presenting a wide assortment of exclusively designed products, such as
Restaurant Furniture, Cafe Furniture, and Metal Furniture. Our expert professionals are devoted to developing an
exclusive product range capable to gain a nationwide appreciation for its remarkable finish, unique designs, trendy
colour combinations, flawless detailing, unbreakable quality and higher durability.

3. SHARE CAPITAL

As on 31 March, 2024, The Authorized Capital of the Company was Rs.500 Lakhs (Rupees Five crores only) consisting
of 50.00 Lakhs (Fifty Lakh) equity shares of Rs.10 each and the Issue and Paid-up Capital of the Company was 208.80
Lakhs (Rupees two crore eight lakh eighty thousand only) consisting of 20,88,000 (Twenty lakh eighty-eight thousand)
equity shares of Rs.10 each.

4. STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH IPO UNDER REGULATIONS 32 (1) OF
THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS. 2015.

Pursuant to Regulation 32(1)(a) and 32(1)(b) of The SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company hereby states that:

• There was no deviation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus
dated April 11, 2022.

• There has been no variation(s) in the use of proceeds from the objects stated in the prospectus dated April 11,

2022.

5. DIVIDEND

Your Directors have not recommended any Dividend for the financial year under review.

6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the period under review, there is no unpaid/unclaimed dividend which is required to transfer in IEPF (Investor
Education and Protection Fund) as per the provisions of the Companies Act, 2013.

7. TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to its reserves for the year under review.

8. DEPOSITS FROM PUBLIC

During the financial year, the Company has not accepted deposits from the public falling within the ambit of Sections
73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and hence no amount on account
of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

9. CHANGE IN NATURE OF THE BUSINESS

There was no change in the nature of business of the Company during the year under review.

10. MATERIAL CHANGES AND COMMITMENTS

There is no material changes and commitments affecting the Financial Position of the Company which have occurred
between the end of the financial year of the Company to which the financial statements relate and the date of the report.

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

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be
disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided
hereunder:

12. SUBSIDIARY COMPANIES:

No company become or/ceased to be its Subsidiaries, Joint Venture or Associate Companies during the year. There are
no subsidiaries, associate companies and joint venture companies of the Company as on the date of the closure of the
financial year. Accordingly, the reporting on the performance and financial position of the Subsidiaries, joint ventures
& associate companies is not applicable.

13. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

As a global enterprise, the company is exposed to a range of external as well as internal risks that have a significant
impact on its performance. In order to efficiently manage such risk, the Company has established a well-defined process
of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable
impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured
manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to
minimize the impact of such risks on the operations of the Company. Our robust internal control system, for minimizing
the risk, propels our culture of informed and responsible risk handling for attaining the organizational objectives with
optimum utilization of resources.

14. TRANSACTIONS WITH RELATED PARTIES

All the Related Party Transactions entered into are in the ordinary course of business and at arms’ length and are in
compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. Further, the
disclosure of transactions with related party for the year, as per Accounting Standard 18 is given in Note 2.23 of the
Notes forming part of Financial Statement for the year ended on March 31, 2024.

All transactions with related parties were reviewed and approved by the Audit Committee of the Company. Prior
omnibus approval is obtained for Related Party Transactions for transactions which are of repetitive nature and
entered in the ordinary course of business and are at arm’s length.

There were no material contracts or arrangements with related parties during the year under review. Accordingly, no
transactions are being reported in Form AOC-2 in accordance with Section 134(3)(h) of the Companies Act, 2013 and
Rule 8(2) of the Companies (Accounts) Rules, 2014.

15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the Financial Year 2023-24, the particulars of Loan given, Guarantees given, securities provided and
Investments made are provided in the audited financial statements of the Company read with noted on accounts
forming part of the financial statements.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors

The Board comprises highly experienced persons of repute and eminence. The Board composition is in conformity
with the applicable provisions of the Act and the Listing Regulations, as amended from time to time. As on date of this
Annual Report, the Board of the Company comprises of Six (06) Directors; One Managing Director, two Whole-Time
Directors and remaining three being Independent Directors. As on the date of this report, the Board of the company
constitutes of the following directors:

During the year under review, there are no changes occurred on the Board of the company.

Change in Designation

During the year under review, there was no change in designation of any Director of the Company.

Key Managerial Personnel

During the year under review In terms of Section 203 of the Act, the Company has the following Key Managerial
Personnel :

• Mr. Hitesh Karnawat - Managing Director ,

• Mr. Lalit Ghewarchand Karnawat- Whole-Time Director,

• Mrs. Mayuri Karnawat -Whole-Time Director & Chief Financial Officer

• Mrs. Ratika Khandelwal- Company Secretary and Compliance officer (resigned w.e.f 23/07/2024)

During the year under review, there are no changes occurred in the Key Managerial Personnel of the Company:

i. Retire by Rotation- Mr. Lalit Ghewarchand Karnawat

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of the directors
of the company are liable to retire by rotation, and if eligible, they can offer themselves for the re-appointment. In this
Annual General Meeting Mr. Lalit Ghewarchand Karnawat (DIN: 09097274), Whole-Time Director of the Company
is liable to retire by rotation and being eligible to offer himself for re-appointment.

ii. Nomination and Remuneration Policy

The policy on nomination and remuneration of Directors, Key Managerial Personnel and other employees has been
formulated in terms of the provision of The Companies act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 in order to pay equitable remuneration to the Directors, Key Managerial Personnel
and employees of the Company and to harmonize the aspiration of human resources consistent with the goals of the
Company.

The Remuneration Policy has been updated on the website of the Company at
https://www.handicraftsvillage.com/index.php?page=investors.The statement containing particulars of employees as
required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate Annexure-II forming part of this report. In terms of
Section 136 of the Act, the said annexure is open for inspection at the Registered Office of your Company. Any member
interested in obtaining a copy of the same may write to the Company Secretary.

iii. Details of Director’s Remuneration

The information relating to remuneration paid to directors as required under Section 197(12) of Companies Act, is
given under Annexure-I.

iv. Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the ‘Criteria of
Independence’ as specified under Section 149(6) of the Act and the Rules made thereunder and applicable provisions
of Regulation 16(1)(b) of the Listing Regulations and are independent of the management.

v. Certificate of Practicing Company Secretary

The Company has obtained a certificate from M/s MSV & Associates, Practicing Company Secretary, Jaipur stating
that none of the Directors on the Board of the Company have been debarred/ disqualified from being appointed
/continuing as Directors of any company, by the SEBI and Ministry of Corporate Affairs or any such Statutory
authority, under Annexure- VI.

17. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by the
Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (“SEBI
Listing Regulations”) The Board has adopted a process for evaluating its performance and effectiveness as well as that
of its Committees and carried out an annual evaluation of its own performance, Board Committees and the Directors
individually.

The Board and the Nomination & Remuneration Committee reviewed the performance of the individual Directors on
the basis of the criteria and framework adopted by the Board. The evaluation criteria included various aspects such
as, functionality of Board, compositions, process & procedures including adequate & timely information, attendance,
delegation of responsibility, decision making, roles & responsibility including monitoring, benchmarking, feedback
relationship with the stakeholders and as provided by the Guidance Note on Board Evaluation issued by SEBI dated
January 05, 2017.

In a separate meeting of the Independent Directors, performance of the Non-Independent Directors, the Board as a
whole and the Chairman was also evaluated, on the basis of pre-set criterion.

During the year, Board Evaluation cycle was completed by the Company internally which included the Evaluation
of the Board as whole, Board Committees and Peer Evaluation of the Directors. The Board was satisfied with the
contribution of directors, in their respective capacities and as a team.

18. MEETING OF BOARD OF DIRECTORS AND COMPLIANCE TO SECRETARIAL STANDARD

The Board of Directors of the Company met Four (4) times during the year i.e. on 30.05.2023, 04.09.2023, 09.11.2023
and 29.02.2024. The intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013. The Company has complied with the provisions of Secretarial Standard 1 (relating to meetings of the
Board of Directors) and Secretarial Standard 2 (relating to General meetings) during the year.

Attendance of Directors during the Board Meeting

19. GENERAL MEETING

During the period under review, the Annual general meeting of the company was held on 28^th September, 2023.

20. BOARD COMMITTEES

With a view to have more focused attention on business and for better governance and accountability, the Board has
the following mandatory committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to
time. Meetings of each of these Committees are convened by the respective Chairman of the Committee. The Board
supervises the execution of its responsibilities by the Committees and is responsible for their action. The minutes and
proceedings of the meetings of all Committees are placed before the Board for review. The Minutes of the Committee
Meetings are sent to all members of the Committee individually and tabled at the Board Meetings. Following are the
details of Board Committees;

1. Audit Committee

Our Company has constituted an Audit Committee (“Audit Committee”), vide Board Resolution dated September
08, 2021, as per the applicable provisions of the Section 177 of the Companies Act, 2013 and also to comply with
Regulation 18 of SEBI Listing Regulations, 2015 applicable upon listing of the Company’s Equity shares on SME
platform of BSE, the constituted Audit Committee comprises following members:

The Company Secretary of our Company shall act as a Secretary to the Audit Committee. The Chairman of the Audit
Committee shall attend the Annual General Meeting of our Company to answer shareholder queries. The scope and
function of the Audit Committee and its terms of reference shall include the following:

A. Tenure: The Audit Committee shall continue to be in function as a committee of the Board until otherwise resolved
by the Board, to carry out the functions of the Audit Committee as approved by the Board.

B. Meetings of the Committee: The committee shall meet at least four times in a year and not more than 120 days
shall elapse between any two meetings. The quorum for the meeting shall be either two members or one third of the
members of the committee, whichever is higher but there shall be presence of minimum two Independent members at
each meeting.

C. Role and Powers: The Role of Audit Committee together with its powers as Part C of Schedule II of SEBI Listing
Regulation, 2015 as amended and Companies Act, 2013 shall be as under:

1. Oversight of the listed entity’s financial reporting process and the disclosure of its financial information to ensure
that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to
the board for approval;

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval,
with particular reference to;

> matters required to be included in the director’s responsibility statement to be included in the board’s
report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

> changes, if any, in accounting policies and practices and reasons for the same;

> major accounting entries involving estimates based on the exercise of judgment by management;

> significant adjustments made in the financial statements arising out of audit findings;

> compliance with listing and other legal requirements relating to financial statements;

> disclosure of any related party transactions;

> modified opinion(s) in the draft audit report;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this
matter;

7. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit,
including the observations of the auditors and review of financial statement before their submission to the Board and
may also discuss any related issues with the internal and statutory auditors and the management of the company.

16. Discussing with the statutory auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern;

17. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

18. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post¬
audit discussion to ascertain any area of concern;

19. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in section
177(4) of Companies Act 2013 or referred to it by the Board.

20. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders
(in case of non-payment of declared dividends) and creditors;

21. To review the functioning of the whistle blower mechanism;

22. Approving the appointment of the Chief Financial Officer (i.e. the whole time finance director or any other person
heading the finance function) after assessing the qualifications, experience and background, etc., of the candidate;
and;

23. Audit committee shall oversee the vigil mechanism.

24. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings.

25. Carrying out any other function as is mentioned in the terms of reference of the audit committee or containing into
SEBI Listing Regulations 2015.

Further, the Audit Committee shall mandatorily review the following:

a) Management discussion and analysis of financial condition and results of operations;

b) Statement of significant related party transactions (as defined by the audit committee), submitted by
management;

c) Management letters / letters of internal control weaknesses issued by the statutory auditors;

d) Internal audit reports relating to internal control weaknesses; and

e) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review
by the audit committee.

f) Statement of deviations:

> Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to
stock exchange(s) in terms of Regulation 32(1).

> Annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

2. Stakeholders Relationship Committee

Our Company has formed the Stakeholders Relationship Committee as per Regulation 20 of SEBI Listing Regulations,
2015 as amended vide Resolution dated September 08, 2021. The constituted Stakeholders Relationship Committee
comprises the following:

The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee. The
scope and function of the Stakeholders Relationship Committee and its terms of reference shall include the following:

A. Tenure: The Stakeholders Relationship Committee shall continue to be in function as a committee of the Board until
otherwise resolved by the Board, to carry out the functions of the Stakeholders Relationship Committee as approved
by the Board.

B. Meetings: The Stakeholders Relationship Committee shall meet at least four times a year with maximum interval of
four months between two meetings and shall report to the Board on a quarterly basis regarding the status of redressal
of complaints received from the shareholders of the Company. The quorum shall be two members present.

C. Terms of Reference: Redressal of shareholders’ and investors’ complaints, including and in respect of:

> Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding
and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back
for recording transfers have been fully utilized.

> Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

> Review the process and mechanism of redressal of Shareholders’ /Investor’s grievance and suggest measures of
improving the system of redressal of Shareholders’ /Investors’ grievances.

> Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non¬
receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising
out in discharge of his duties.

> Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints
directly received and resolved them.

> Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of
Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of
insider Trading) Regulations, 2015 as amended from time to time.

> Any other power specifically assigned by the Board of Directors of the Company from time to time by way of
resolution passed by it in a duly conducted Meeting, and

> Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

3. Nomination and Remuneration Committee

Our Company has formed the Nomination and Remuneration Committee as per Regulation 19 of SEBI Listing
Regulations, 2015 as amended vide Resolution dated September 08, 2021. The Nomination and Remuneration
Committee comprise the following:

The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee.
The scope and function of the Committee and its terms of reference shall include the following:

A. Tenure: The Nomination and Remuneration Committee shall continue to be in function as a committee of the
Board until otherwise resolved by the Board.

B. Meetings: The committee shall meet as and when the need arises for review of Managerial Remuneration. The
quorum for the meeting shall be one third of the total strength of the committee or two members, whichever is higher.
The Chairperson of the nomination and remuneration committee may be present at the annual general meeting, to
answer the shareholders queries; however, it shall be up to the chairperson to decide who shall answer the queries.

C. Role of Terms of Reference:

> Identify persons who are qualified to become directors and may be appointed in senior management in accordance
with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation
of every director’s performance;

> Formulate the criteria for determining the qualifications, positive attributes and independence of a director and
recommend to the Board a policy relating to the remuneration for directors, KMPs and other employees;

> Formulation of criteria for evaluation of performance of independent directors and the board of directors;

> Devising a policy on diversity of board of directors;

> Whether to extend or continue the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors;

> Determine our Company ’ s policy on specific remuneration package for the Managing Director / Executive Director
including pension rights;

> Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive
Directors;

> Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate
the performance and determine the amount of incentive of the Executive Directors for that purpose.

> Decide the amount of Commission payable to the Whole Time Directors;

> Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the
performance of the Company, standards prevailing in the industry, statutory guidelines etc; and

> To formulate and administer the Employee Stock Option Scheme.

21. EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134(3) read with Section 92(3) of the Companies Act, 2013, the Annual
Return as on March 31, 2024 is available on website of the Company and can be viewed www.handicraftsvillage.com.
By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract
of Annual Return (Form MGT-9) as part of the Board’s report.

22. DIRECTORS’ RESPONSIBILITY & SUSTAINABILITY STATEMENT

As required by Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm:

(i) in the preparation of the annual financial statements, applicable accounting standards have been followed and
there are no material departures from the said standards;

(ii) such accounting policies have been selected and applied consistently and judgments and estimates made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,
2024 and of the profit of the company for the year ended on that date;

(iii) proper and sufficient care has 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 prevention and detection of fraud and
other irregularities;

(iv) the annual financial statements have been prepared on a going concern basis;

(v) proper internal financial controls are in place and are adequate and are operating effectively; and

(vi) the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and
operating effectively.

23. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the
rules made thereunder (including any statutory modification(s) or re-enactment thereof), the company has reappointed
M/s. A Y and Company, Chartered Accountants, as the Statutory Auditors of the Company for a period of 5 years, to
hold office from the conclusion of 2^nd Annual General meeting until the conclusion of the 7th Annual General Meeting
of the Company to be held for the financial year to be ended on March 31, 2027.

The reports given by the Statutory Auditor on the financial statement of the Company are forming part of this Annual
Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditor in
their Report for the financial year ended March 31, 2024.

24. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s MSV & Associates, Company Secretary in practice to
undertake the Secretarial Audit of the Company for the year under review. The Board has duly reviewed the Secretarial
Auditor’s Report and the comments, appearing in the report are self-explanatory and do not call for any further
explanation by the Board of Directors as provided under section 134 of the Act. The Secretarial Audit Report is annexed
herewith as “Annexure-V”.

25. INTERNAL AUDITORS

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s. Singhvi Mehta and Associates,
Chartered Accountants, have been appointed as an Internal Auditors of the Company for Financial Year 2023-24.
During the year, the Company continued to implement their suggestions and recommendations to improve the control
environment. Their scope of works includes, Review of the accuracy and reliability of the Corporation accounting
records and financial reports, review of operational efficiency, effectiveness of systems and processes, and assessing
the internal control strengths, opportunities for cost saving and recommending company for improving cost efficiencies.

26. REPORT ON CORPORATE GOVERNANCE

Your company provides utmost importance at best Governance Practices and are designated to act in the best interest
of its stakeholders. Better governance practice enables the company to introduce more effective internal controls
suitable to the changing nature of business operations, improve performance and also provide an opportunity to
increase stakeholders understanding of the key activities and policies of the organization.

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to
mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Hence, company is not filing Corporate Governance Report to stock exchange
quarterly and not providing the Corporate Governance Report as the part of this Annual Report.

27. MANAGEMENT AND DISCUSSION ANALYSIS REPORT:

A Separate report on Management Discussion and Analysis Report as required under clause 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 has been presented in a separate section forming part of
this Annual Report.

28. VIGIL MECHANISM /WHISTLE BLOWER POLICY

As per the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Regulation 22 of Securities and
Exchange Board Of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a
Whistle Blower Policy with a view to provide vigil mechanism to Directors, employees and other stakeholders to
disclose instances of wrong doing in the workplace and report instances of unethical behaviour, actual or suspected
fraud or violation of the Company’s code of conduct or ethics policy. The Whistle Blower Policy also states that this
mechanism should also provide for adequate safeguards against victimization of Director(s)/ Employees who avail of
the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The
Policy is available on the Company’s website at www.handicraftsvillage.com.

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

Your Company has zero tolerance towards any action on the part of any of its officials, which may fall under the ambit
of “Sexual Harassment” at workplace. Pursuant to the provisions of Section 21 of the Sexual Harassment of Women at
the Workplace (Prevention, Prohibition, Redressal) Act, 2013, the Company formulated a Policy on Prevention of
Sexual Harassment at Workplace. All employees (permanent, contractual, temporary, trainees, etc) are covered under
this policy. An Internal Complaints Committee (ICC) was constituted which is responsible for redressal of complaints
related to sexual harassment at the workplace.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act 2013 read with Rules thereunder, the Internal Complaints Committee of the Company has not received
any complaint of Sexual Harassment during the year under review and no complaint was pending as of 31st March,
2024.

Pursuant to the said Act, the details regarding the number of complaints received, disposed and pending during the FY
2023-24, pertaining to incidents under the above framework/ law are as follows:

30. BUSINESS RESPONSIBILITY REPORT

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business
Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance
perspective is not applicable to your company being SME listed company, as per the exemptions provided under SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

31. EQUAL EMPLOYMENT OPPORTUNITIES

Being an equal opportunity employer, the company will do its utmost to ensure that all of its employees are treated
fairly during the period of their employment irrespective of their race, religion, sex (including pregnancy), color, creed,
age, national origin, physical or mental disability, citizenship status, ancestry, marital status, veteran status, political
affiliation, or any other factor protected by law. All decisions regarding employment will be taken based on merit and
business needs only.

32. CODE OF CONDUCT AND ETHICS

Being a SME listed Company exemption has been provided to the Company from formulating of Code of Conduct for
Board of Directors and Senior Management Personnel. However, Board of Directors has formulated and adopted Code
of Business Conduct Ethics for Director & Senior Management Executive policy. As an organization your Company
places a great importance in the way business is conducted and the way each employee performs his/her duties. Your
Company encourages transparency in all its operations, responsibility for delivery of results, accountability for the
outcomes of our actions, participation in ethical business practices and being responsive to the needs of our people and
society. Towards this end, your Company has laid down a Code of conduct applicable to all the employees of your
Company and conducted various awareness sessions across the Company. The Code provides for the matters related to
governance, compliance, ethics and other matters. In this regard certificate from Managing Director as required under
Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the
Board and the same is attached herewith as per Annexure - IV.

The detailed Code of Business Conduct Ethics for Director & Senior Management Executive policy available on below
link: www.handicraftsvillage.com.

33. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

Your Company doesn’t fall within the scope of Section 148(1) of the Companies Act, 2013 and hence does not require
to maintain cost records as specified by the Central Government.

34. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The provisions of Section 135 of the Companies Act, 2013 are not applicable to your Company. However, the Company
constantly strives to ensure strong corporate culture which emphasizes on integrating CSR values with business
objectives.

35. MD AND CFO CERTIFICATION

In terms of Regulation 17(8) of the Listing Regulations, the Managing Director and CFO has certified to the Board of
Directors of the Company with regard to the financial statements and other matters specified in the said regulation for
the financial year 2023-24. The certificate received is attached herewith as per Annexure - IV.

36. LISTING FEES

The Company affirms that the annual listing fees for the year 2024-25 to the BSE Limited (BSE SME) have been duly
paid.

37. HUMAN RESOURCE DEVELOPMENT

The Company sees its employees as critical to the future and believes that every employee needs to possess apart from
competence, capacity and capabilities, sustainable values, current and contemporary which would make them useful
and relevant and competitive in managing the change constructively for overall growth of the organization. To this end
the company’s approach and efforts are directed towards creating a congenial work atmosphere for individual growth,

creativity and greater dedicated participation in organizational development. The Company believes that the success of
an organization largely depends on the quality of its workforce. Employee relations remained cordial and peaceful
throughout the year.

38. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed as Annexure I to this Report.

39. REPORTING OF FRAUDS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit
Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company
by its officers or employees, the details of which would need to be mentioned in boards report.

40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THEGOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the
going concern status and the Company’ future operations.

41. DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF
COMPANIES (ACCEPTANCE OF DEPOSITS) RULES 2014

During the period under review the company has accepted unsecured loan from its director (s), the particulars of loan from
director(s) are provided in the financial statement of the company for the Financial year ended 31 March, 2024.

42. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company hereby affirms that during the year under review the Company has complied with all the applicable
mandatory secretarial standards (including any modifications or amendments thereto) issued by the Institute of
Company Secretaries of India. The Company has complied with applicable Secretarial Standards issued by the Institute
of Company Secretaries of India on Board and General Meetings

43. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of conduct for prevention of Insider Trading (“the Code”) in accordance with the
SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations). The Code is applicable to Promoters
and Promoter’s Group, all Directors and such Designated Employees who are expected to have access to unpublished
price sensitive information relating to the Company and connected persons. The Company Secretary is the Compliance
Officer for monitoring adherence to the said PIT Regulations. The copy of the same is available on the website of the
Company at the www.handicraftsvillage.com.

44. INVESTOR GRIEVANCE REDRESSAL

As per regulation 13 of SEBI (Listing Obligation & disclosure Requirements), Regulations 2015 the number of
complaints received and resolved to the satisfaction of investors during the year under review. There were no pending
complaint or share transfer cases as on 31^st March 2024, as per the certificate given by RTA.

45. ‘THINK GREEN, GO GREEN’ INITIATIVE

The Companies Act, 2013 permits companies to send documents like Notice of Annual General Meeting, Annual Report
and other documents through electronic means to its members at their registered email addresses, besides sending the
same in physical form.

As a responsible Corporate Citizen, the Company has actively supported the implementation of ‘Green Initiative’ of
Ministry of Corporate Affairs (MCA) and effected electronic delivery of Notices and Annual Reports to those
shareholders whose email ids were already registered with the respective Depository Participants (DPs) and who have
not opted for receiving such documents in physical form.

Members, who have not registered their e-mail addresses so far, are requested to register their e-mail address
with the Registrar and Share Transfer agent (R&TA) of the Company/Depository participant (DP) of respective
member and take part in the Green Initiative of the Company, for receiving electronic communications and
support the “THINK GREEN, GO GREEN” initiative.

Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and
Administration) Rules, 2014, the Company is providing e-voting facility to all members to enable them to cast their
votes electronically in respect of resolutions set forth in the Notice of Annual General Meeting (AGM). The detailed
instructions for e-voting are provided in the Notice of AGM.

46. CAUTIONARY NOTE

Statements in this Board’s Report and Management Discussion and Analysis describing the Company’s objectives,
projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of
applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.
Important factors that could make difference to the Company’s operations include raw material availability and its
prices, cyclical demand and pricing in the Company’s principle markets, changes in Government regulations, Tax
regimes, economic developments in the Country and other ancillary factors.

47. OTHER DISCLOSURES

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

a) As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity
shares with differential rights as to dividend, voting or otherwise.

b) As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares
(including sweat equity shares) to employees of the Company under any scheme;

c) As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity
shares under the scheme of employee stock option;

d) 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 along with their status as at the end of the financial year is not applicable; and

e) There was no revision of financial statements and Board’s Report of the Company during the year under review.

f) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime
settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the
reasons thereof, is not applicable.

g) Since the Company has not formulated any scheme of provision of money for purchase of own shares by employees
or by trustee for the benefits of employees in terms of Section 67(3) of the Act, no disclosures are required to be
made;

48. ACKNOWLEDGEMENT

The Directors would like to express their appreciation and thank the Government of India and concerned Government
departments and agencies for the continued help and cooperation extended by them. The Directors also gratefully
acknowledge all stakeholders of the Company viz. clients, members, vendors, banks and other business partners for the
excellent support received from them during the year and look forward to their continued support in future. The Directors
place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued
contribution to the Company

For and on behalf of the Board
Shashwat Furnishing Solutions Limited

Sd/- Sd/-

Lalit Ghewarchand Karnawat Hitesh Karnawat

Whole-Time Director Chairman & Managing Director

DIN - 09097274 DIN - 09097273

Date: September 05, 2024
Place: Jodhpur, Rajasthan