Your Directors are pleased to present the 30^th Annual Report on the business and operations of the
Company along with the Audited Financial Statement for the Financial Year ended on 31^st March, 2025

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 and for the
previous financial year ended on 31^st March, 2025 is given below:

2. OPERATIONS:

Total revenue from operations for the FY 2024-25 rose to Rs. 1858.95 Lakhs against Rs. 1299.41
Lakhs during the previous FY 2023-24. The Company has incurred Profit before tax for the FY 2024¬
25 Rs. 127.54 Lakhs against Rs. 106.45 Lakhs during the previous FY 2023-24. The Net Profit after
tax for the Financial Year was Rs. 80.90 Lakhs compared to Rs. 75.26 Lakhs during the previous FY
2023-24. The Directors are continuously looking for the new avenues for future growth of the
Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2024-25, there was no change in nature of Business of the Company.

4. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March
31,2025 is available on the Company's website at www.shangardecor.com.

5. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

The authorized share capital of the Company as on 31^st March, 2025 is Rs. 50,00,00,000/- (Rupees
Fifty Crores Only) divided into 5,00,00,000 (Five Crores) Equity Shares of Rs. 1/- (Rupees One Only)
each.

B. PAID-UP SHARE CAPITAL:

The paid-up share capital of the Company as on 31^st March, 2025 is Rs. 48,96,16,000/- (Rupees forty-
eight crore ninety-six lakh sixteen thousand only) divided into 4,89,61,600 (Four crores eighty-nine
lakhs sixty-one thousand Six hundred) equity shares of Rs. 1/- (Rupees one only).

6. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, the Board of Directors
do not recommend any dividend for the Financial Year 2024-25 (Previous year - NIL).

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or
unclaimed for a period of seven years shall be transferred to the Investor Education and Protection
Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the
“Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such unpaid
dividend to the said account. Therefore, there were no funds which were required to be transferred
to Investor Education and Protection Fund.

8. TRANSFER TO RESERVES:

The Profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to
profit and loss account of the Company under Reserves and Surplus.

9. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

The Company does not have any Holding / Subsidiary / Associate Company and Joint Venture.

10. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE
FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

There have been no material changes and commitments, which affect the financial position of the
Company which have occurred between the end of the financial year to which the financial
statements relate and the date of this Report except the following:

1. The Board of Directors in their Board Meeting held on 03.09.2024 have approved the resolution
for further issue of shares through Rights Issue.

2. Sub division/ Split of Equity shares of the Company-

With a view to enhance the liquidity in the capital market and encourage the participation of
small investors by making Equity Shares of the Company more affordable, the Board of Directors
(“Board”) at its Meeting held on 20th January, 2025, considered, and approved the subdivision of
1 (One) Equity Share of the Company having face value of Rs. 5/- (Rupees Five only) each fully
paid-up into 5 (Five) Equity Shares having face value of Rs. 1/- (Rupees One Only) each fully paid-
up subject to the approval of the Members of the Company.

The members of the company approved the sub-division of 1 (One) Equity Share of the Company
having face value of Rs. 5/(Rupees Five only) each fully paid-up into 5 (Five) Equity Shares having
face value of Rs. 1/- (Rupee One Only) each fully paid-up, in EGM Held on 17^th February,2025.

Details of Sub-division are as follows:

11. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

No significant material orders have been passed by the Regulators or Courts or Tribunals impacting the
going concern status and Company's operations in future.

12. BOARD MEETINGS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between
two meetings not exceeding 120 days to take a view of the Company’s policies and strategies apart from
the Board Matters.

During the year under the review, the Board of Directors met 13 (Thirteen) times. The details of Board
Meetings and attendance therein are as under:

13. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies
Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit tha

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2025 the
applicable accounting standards have been followed and there are no material departure
from the same;

b. The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company at the end of financial year and of the profit of the company
for the financial year ended on 31^st March, 2025;

c. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;

d. The Directors had prepared the Annual Accounts on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively and;

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

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 is applicable to the Company as the
Company does not fall under the criteria limits mentioned in the said section of the Act.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT.2013:

The Company has not given any loans, guarantees, securities covered or investments made under the
provisions of section 186 of the Companies Act, 2013.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of
the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of
this Report, and provides the Company’s current working and future outlook as per “Annexure -I”

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year transaction with related parties referred to in sub-section (1) of section 188 of the
Companies Act, 2013 annexed herewith in Form AOC-2 as “Annexure II”

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement
across the organization. The same is subject to review periodically by the internal audit cell for its
effectiveness. During the financial year, such controls were tested and no reportable material
weaknesses in the design or operations were observed. The Statutory Auditors of the Company
also test the effectiveness of Internal Financial Controls in accordance with the requisite standards
prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor’s report.

Internal Financial Controls are an integrated part of the risk management process, addressing
financial and financial reporting risks. The internal financial controls have been documented,
digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews,
control self-assessment, continuous monitoring by functional experts. We believe that these systems
provide reasonable assurance that our internal financial controls are designed effectively and are
operating as intended.

During the year, no reportable material weakness was observed.

19. RESERVES & SURPLUS:

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT
POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk
minimization for Indian operation which is periodically reviewed by the Board of Directors to
ensure smooth operations and effective management control. The Audit Committee also reviews
the adequacy of the risk management frame work of the Company, the key risks associated with
the business and measures and steps in place to minimize the same.

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

The details of conservation of energy, technology absorption etc. as required to be given under
section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is
not given as the Company has not taken any major step to conserve the energy etc. Further, there
was no foreign exchange earnings and outgo during the financial year 2024-25

22. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of
achievements on a periodical basis. The remuneration policy is in consonance with the existing
industry practice and is designed to create a high-performance culture. It enables the Company to
attract, retain and motivate employees to achieve results. The Company has made adequate
disclosures to the members on the remuneration paid to Directors from time to time. The
Company's Policy on director's appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under
Section 178 (3) of the Act is available on the website of the Company at www.shangardecor.com.

23. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI). The Company has
devised proper systems to ensure compliance with its provisions and is in compliance with the
same.

24. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors 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 the Board's Report.

25. STATE OF COMPANY’S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation
34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a
detailed write up and explanation about the performance of the Company as Annexure I

26. STATEMENT ON ANNUAL EVALUATION OF BOARD’S PERFORMANCE:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual
Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the
feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of
monitoring corporate governance practices, participation in the long-term strategic
planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the
Chairman of Nomination and Remuneration Committee had one-on-one meetings with each
Executive and Non-Executive, Non-Independent Directors. These meetings were intended to
obtain Directors’ inputs on effectiveness of the Board / Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the
Board as a whole, and the Chairman of the Company was evaluated, taking into account the views
of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual
directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and
individual directors was discussed.

The evaluation process endorsed the Board Members’ confidence in the ethical standards of the
Company, the resilience of the Board and the Management in navigating the Company during
challenging times, cohesiveness amongst the Board Members, constructive relationship between
the Board and the Management, and the openness of the Management in sharing strategic
information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its
committees and individual directors as per the formal mechanism for such evaluation adopted by
the Board. The performance evaluation of all the Directors was carried out by the Nomination and
Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a
whole was carried out by the Independent Directors. The exercise of performance evaluation was
carried out through a structured evaluation process covering various aspects of the Board
functioning such as composition of the Board & committees, experience & competencies,
performance of specific duties & obligations, contribution at the meetings and otherwise, independent
judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the
Directors individually as well as evaluation of the working of the Board by way of individual feedback from
directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

27. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for Directors and
employees to report concerns about unethical behavior, actual or suspected fraud or violation of
Company’s Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed “Business Conduct Policy”. Every employee is required to review and sign
the policy at the time of joining and an undertaking shall be given for adherence to the policy. The
objective of the policy is to conduct the business in an honest, transparent and in an ethical manner.
The policy provides for anti-bribery and avoidance of other corruption practices by the employees
of the Company.

28. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related
party transactions which may have potential conflict with the interest of the Company at large.
Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to
financial statement.

29. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the
Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the
Financial Year 2024-25

30. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE 2016:

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

31. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no onetime settlement of Loans taken from Banks
and Financial Institutions.

32. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Directors and Key Managerial Personnel of the Company as on 31.03.2025 are summarized below:

* Mr. Bhavinkumar Arvindkumar Patel was appointed as Independent Director w. e. f. 03.09.2024.

* Mrs. Aanal Milankumar Satyawadi was appointed as Independent Director w. e. f. 03.09.2024.

* Mr. Manish Srichand Bachani was resigned from the post of Independent Director w.e.f 03.09.2024.

* Mrs.Chinu Kalal was resigned from the post of Independent Director w.e.f 03.09.2024.

Ms. Subhangi Chourasia, Company Secretary and Compliance officer resigned from the Company
w. e. f. 2^nd July,2025

Ms Shagun Rathi, was appointed as Company Secretary and Compliance Officer w.e.f 21^st July,2025

The Company has obtained a certificate from M/s , Practising Company Secretary, Ahmedabad 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 -III

33. DECLARATION BY INDEPENDENT DIRECTORS:

Independent Directors of the Company have confirmed to the Board that they meet the criteria of
Independence as specified under Section 149 (6) of the Companies Act, 2013 and are qualified to
be Independent Director. They also confirmed that they meet the requirements of Independent
Director as mentioned under Regulation 16(1)(b) of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015. The confirmations were noted by the Board.

34. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, quarterly compliance report on requirement Corporate Governance is applicable to the
Company attached to Annexure IV

35. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any
deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits
or payment of interest during the financial year.

36. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has
carried the evaluation of its own performance, performance of Individual Directors, Board
Committees, including the Chairman of the Board on the basis of attendance, contribution towards
development of the Business and various other criteria as recommended by the Nomination and
Remuneration Committee of the Company. The evaluation of the working of the Board, its
committees, experience and expertise, performance of specific duties and obligations etc. were
carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors, the performances of Executive and Non - Executive
Directors were evaluated in terms of their contribution towards the growth and development of the
Company. The achievements of the targeted goals and the achievements of the expansion plans were
too observed and evaluated, the outcome of which was satisfactory for all the Directors of the
Company.

37. AUDITORS:

A. Statutory Auditor:

M/s. S. K Bhavsar & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 145880W)),
were appointed as the Statutory Auditors of the Company as per the terms of four years by the
members at the 30^th Annual General Meeting held on 30^th September,2025 and they hold office
upto the conclusion of the Annual General Meeting to be conducted in 2029-30. Accordingly, they
continue to be the Statutory Auditors of the Company.

The Auditor's Report for the financial year ended on 31^st March,2025 has been issued with an
unmodified opinion by the Statutory Auditors and the report is part of the Annual report.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed
Mr.Anuj Bharatbhai Udani, Proprietor of M/s. A B Udani & Associates, Company Secretaries,
Ahmedabad as a Secretarial Auditor for a term of five consecutive years, from the conclusion of this
30th Annual General meeting till the conclusion of the 35 th Annual General Meeting of the Company.
to conduct Secretarial Audit .

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure - V
in Form MR-3. The Secretarial Audit Report contains the qualification which calls for explanation.
The comments of the Board on the qualification are as under.

C. Cost Auditor:

Maintenance of cost records as specified under Companies Act, 2013 is not applicable to the
Company.

Comment On Secretarial Auditors' Report:

The Secretarial Auditor of the Company has qualified the Secretarial Audit Report for the year 2023
24.

The Comments of the Board are as under:

1) Company has not appointed Internal Auditor during the FY 2024-25

The Company has appointed the internal auditor. However, the relevant disclosure for
appointment of Internal Auditor and relevant E form MGT 14 has not been filed for the same.
The Company will make the good compliance thereof.

2) Installation of SDD Software as per SEBI (PIT) Regulations, 2015 during the year FY2024-25

The Company has purchased and installed the SDD Software now. The Company makes
regular relevant entries in the SDD Software.

The Company will make the good compliance now. The pending e forms will be filed now.

The Board had assigned the secretarial work the professional member. However, due to their failure to
comply with the requirements, the Board has appointed new Professional member for looking after all the
compliances.

38. DISCLOSURES

A. Audit Committee:

During the year under review, 5 meetings of members of the Audit Committee were held. The details
of the Audit Committee are as tabulated below:

B.Nomination and Remuneration Committee:

During the year under review, 2 meetings of members of the Nomination and Remuneration
Committee were held. The details of the Nomination and Remuneration Committee are as tabulated
below:

* Mr.Bhavinkumar Patel was appointed as Chairman w.e .f. 03.09.2024

* Ms. Aanal Satyawadi was appointed as Member w.e .f. 03.09.2024..

*Mr. Manish Bacchani resigned from the Nomination and Remuneration Committee w.e.f 03.09.2024.
*Ms. Chinu Kalal resigned from the Nomination and Remuneration Committee w.e.f 03.09.2024.

C.Stakeholders Relationship Committee:

During the year under review, 4 meetings of members of the Stakeholders Relationship Committee
were held. The details of the Stakeholders Relationship Committee are as tabulated below:

* Mr.Bhavinkumar Patel was appointed as Chairman w.e .f. 03.09.2024

* Ms. Aanal Satyawadi was appointed as Member w.e .f. 03.09.2024..

*Mr. Manish Bacchani resigned from the Audit Committee w.e.f 03.09.2024.

*Ms. Chinu Kalal resigned from the Audit Committee w.e.f 03.09.2024.

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

The Company has always been committed to provide a safe and conducive work environment to its
employees. Your Directors 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 as confirmed by the Internal Complaints Committee as constituted by the
Company.

39. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the
management continued to remain cordial during the year under review.

40. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the Company
and accordingly such accounts and records are not required to be maintained

41. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance
received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions,
Suppliers, Customers and other business associates who have extended their valuable sustained
support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and
appreciation for the commitment displayed by all executives, officers and staff at all levels of the
Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

4 Sharad Flats, Shangar Decor Limited

Opp. Dharnidhar Temple

Ahmedabad - 380007 Sd/- Sd/-

Samirbhai Shah Saumil Shah

Place: Ahmedabad Managing Director Executive Director& CFO

Date: 03.09.2025 DIN: 00787630 DIN: 01601299

1

Mr.Bhavinkumar Patel was appointed as Chairman w.e .f. 03.09.2024

* Ms. Aanal Satyawadi was appointed as Member w.e .f. 03.09.2024..

*Mr. Manish Bacchani resigned from the Audit Committee w.e.f 03.09.2024.
*Ms. Chinu Kalal resigned from the Audit Committee w.e.f 03.09.2024.