C P S Shapers Ltd Directors Report

BOARDS REPORT

Dear Members/ Shareholders,

Your directors have pleasure in presenting the 13th Board Report of the Company for the financial year ended 31st March 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

A brief summary of the audited Standalone financial results of the Company for the year ended March 31, 2025, is as under:

(Amount In Lakhs)
S. No.	Particulars	March 31, 2025	March 31, 2024
1.	Revenue from operations	3085.70	3602.29
2.	Other Income	4.91	15.54
3.	Total Income	3090.61	361783
4.	Less: Expenditure	3084.16	3506.48
5	Profit / Loss before exceptional items	6.47	111.35
6.	Exceptional Items	-	-
7	Profit/(Loss) before tax	6.47	111.35
	Tax Expense
8.	Current Tax	13.27	53.63
	Deferred Tax	(23.57)	(16.17)
9.	Profit/(Loss) for the Year	16.77	73.89
10.	Other Comprehensive income	-	-
11.	Total Comprehensive income	16.77	73.89
12.	Earnings per Share	0.77	4.62

2. STATE OF COMPANYS AFFAIRS:

The Company achieved revenue from operations of 3085.70 Lakh Rupees on standalone basis as compared to the last years revenue of 3602.29 Lakh Rupees.

During the year under review the company has earned profits of 16.77 Lakh Rupees (as compared to previous year profit of 73.89 Lakh Rupees) from business. The earnings per share declined to Rs. 0.77 as compared to Rs. 4.62 in last financial year.

Your directors wish to state that the Company is taking all necessary steps to improve the financial position of the Company.

3. MATERIAL CHANGES AND COMMITMENTS

During the year under review there were 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.

4. CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business carried on by the Company

5. DIVIDEND:

With a view to conserve the resources for future prospect and growth of the Company, the Board of Directors of the Company have not recommended any dividend on equity shares for the financial year ended 31st March, 2025.

6. TRANSFER TO RESERVES:

During the year under review, no amount has been transferred to any reserve.

7. DEPOSIT:

During the year under review, your Company has not accepted/renewed any public deposits under Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

8. PREFERENTIAL ISSUE:

Pursuant to the provisions of Sections 23, 42, 62 and all other applicable provisions, if any of the Companies Act, 2013 and applicable rules made thereunder including the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules and regulations made thereunder (including any amendment(s), statutory modification(s) or re-enactment(s) thereof), ("the Act"), the enabling provisions of the Memorandum and Articles of Association of the Company On November 28, 2024, the Board of Directors of the Company had proposed to offer, issue and allot upto 1,11,120 (One Lakh Eleven Thousand One Hundred Twenty) equity shares of face value ofRs.10/- (Rupees Ten) each of the Company ("Equity Shares") for cash at a price ofRs.450/- (Rupees Four Hundred Fifty) per Equity Share (including a premium of Rs.440) per equity share aggregating upto Rs.5,00,04,000 (Rupees Five Crore Four Thousand Only) to following persons ("Allottees") by way of Preferential Issue on such other terms and conditions as set out herein, subject to applicable laws and regulations, including the provisions of Chapter V of the SEBI ICDR Regulations and the Act.

Sr. No	Name of the Allotee	Status of Allottees	No. of Shares	Consideration (In Rupees)
1	Lalit Agrawal	Non-Promoter	10,200	45,90,000
2	Pankaj Prasoon HUF	Non-Promoter	45,000	2,02,50,000
3	Sapna Devang Shah	Non-Promoter	22,260	1,00,17,000
4	Rishi Kotecha	Non-Promoter	5,700	25,65,000
5	Bhavi Sanghavi	Non-Promoter	22,260	1,00,17,000
6	Kushal Agarwal	Non-Promoter	5,700	25,65,000
		Total	1,11,120	5,00,04,000

The members of the Company had also approved the said proposal of Board of Directors at their ExtraOrdinary General Meeting held on December 26, 2024. Further, The Board of directors of the Company allotted the aforesaid Equity Shares in the meeting of board of directors held on January 31, 2025.

9. DEMATERIALISATION OF EQUITY SHARES:

As on 31st March, 2025, all the equity shares of the Company are in dematerialised form with either of the Depositories viz. NSDL and CDSL. The ISIN allotted to the Company is INE0QBU01012.

10. UTILISATION OF IPO PROCEEDS:

The Company raised funds of ? 1110 Lakhs through Initial Public Offering ("IPO"). The gross proceeds of IPO have been utilized in the manner as proposed in the Prospectus, the details of which are as under:

S. No.	Object of the Issue as per prospectus	Original Allocation (In Lakhs)	Funds utilized as on 31.03.2025 (In Lakhs)
1.	Purchase of Plant and Machinery	178.68	178.68
2.	Purchase of Commercial Vehicle	9.53	—
3.	Funding of capital expenditure requirements of our Company towards purchase of Solar Power System	21.00	—
4.	Up gradation of existing IT Software at our existing manufacturing facility and registered office	18.20	4.52
5.	Repayment/ prepayment of certain borrowings availed by our Company;	167.01	156.45
6.	Working Capital requirements	405.58	405.58
7.	General corporate purposes	182.00	182.00
8.	IPO Issue Expenses	128.00	128.00
	Total	1,110.00	1,055.23

There is no deviation/variation in the objects/purpose for which the funds were raised through Initial Public offer (IPO).

11. UTILISATION OF PREFERENTIAL ISSUE PROCEEDS:

The Company raised funds of ? 500.04 Lakhs through Preferential Issue. The gross proceeds have been utilized in the manner as proposed in the Notice of EGM, the details of which are as under:

S. No.	Object of the Issue as per Notice of EGM	Original Allocation (In Lakhs)	Funds utilized as on 31.03.2025 (In Lakhs)
1.	For Working Capital		188.25
2.	For Plant & Machinery		52.57
3.	Issue Expenses	500.04	22.57
4.	General Corporate Expenses		79.91
	Total	500.04	343.30

There is no deviation/variation in the objects/purpose for which the funds were raised through Preferential Issue.

12. CAPITAL STRUCTURE

The Authorized Capital of the Company is Rs. 5,00,00,000 (Rupees Five Crore) divided into 50,00,000 (Fifty Lakh) equity shares of Rs. 10/- each.

The Issued, Subscribed and Paid-up capital is Rs. 2,21,11,200/- (Rupees Two crores Twenty One Lakh Eleven Thousand Two Hundred) divided into 22,11,120 (Twenty Two Lakh Eleven Thousand One hundred Twenty) equity shares of Rs. 10/-

During the year, the Company had issued Shares by way of following Allotment:

S. NO.	Date of Allotment	TYPE OF ISSUE	TYPE OF SHARE	Face Value	Premium Value	NUMBER OF SHARES ISSUED	TOTAL AMOUNT (IN RS.)	TOTAL PREMIUM AMOUNT (IN RS.)
1.	31.01.2025	Preferential Issue	Equity	10 Rs. per equity share	440 Rs. Per equity share	1,11,120	5,00,04,000/-	4,88,92,800/-
		TOT	AL			1,11,120	5,00,04,000/-	4,88,92,800/-

Therefore, Issued, subscribed and Paid-up capital of the company is increased from Rs. 2,10,00,000/- to Rs. 2,21,11,200/- Other than this there has been no change in the Authorized Share Capital, Issued, paid up and Subscribed Capital of the company during the year.

13. FUTURE PLANS OF RENOVATION/EXPANSION

Bearing in mind the burgeoning demand for products and marketing strength of the Company as well as the positive economy ahead, the Company is gearing itself to meet future demand growth. The Company is in the process of detailed market research to understand consumer preferences, body types, and specific needs and to strengthen the online presence with a user-friendly website.

14. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATES

As on 31st March, 2025, The Company do not have any subsidiary, joint ventures or associates. Therefore, statement containing the salient features of financial statements of the Companys subsidiary in Form AOC-1 is not applicable.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report on the Companys current working and future outlook, is enclosed as "Annexure-A" to this report.

16. CORPORATE GOVERNANCE

As the equity shares of the company are listed on SME EMERGE Platform of NSE, therefore Corporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i) of subregulation 46 and Para C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 are not applicable to the Company accordingly no reporting is required to be made under this head.

17. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Annual Secretarial Compliance Report, as required under Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No.: CIR/CFD/ CMD1/ 27/2019 dated 8th February 2019, is not applicable to our Company due to the exemption provided under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015. The shares of the Company are listed on SME Emerge Platform of National Stock Exchange of India Limited.

18. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31st March, 2025, is available on the Companys website and can be downloaded from the weblink https://www.cpsshapersltd.com/annual-return

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

All the transactions/contacts/arrangements made with related parties were in Ordinary course of Business and on arm length basis, During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on Materiality of Related Party Transactions, The information required under Form AOC 2 is being annexed to this report as "Annexure-B".

All the transactions entered into by the Company with related parties were in compliance with the applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of related party transactions as per Accounting Standards are disclosed in Notes to the Financial Statements.

The Company has a ‘Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions. The said policy is available on the website of the Company and can be downloaded from the weblink: https://www.cpsshapersltd.com/corporate-policies.

20. PARTICULARS OF EMPLOYEES

The information required pursuant to section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, duly amended, in respect of employees of the Company is being annexed to this report as "Annexure-C".

There is no employee employed throughout the financial year who was in receipt of remuneration of Rs. 1,02,00,000 or more, or employed for part of the year in receipt of Rs. 8,50,000 or more a month, under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 & its amendment thereto, therefore there is no statement annexed.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has complied with the provisions of Section 186 of the Companies Act, 2013 and details of the same has given in the notes to the Financial Statements.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

COMPOSITION OF THE BOARD:

The Company being a SME Listed Entity, has proper constitution of Board of Directors. The Board of Directors of CPS Shapers limited is an optimum combination of Executive and Non-Executive

Directors. As on 31st March, 2025, The Board of Directors of the Company consists of Seven (7) Directors. The Independent Directors constitute 1/3rd of the total Boards strength. Two (2) out of Seven (7) Directors are women Director. The composition and category of Directors is as follows:

S. No.	Name of Director	Designation	DIN No.
1.	Mr. Abhishek Kamal Kumar	Chairman Cum Managing Director	03513668
2.	Ms. Bhawna Kumar	Whole-Time Director	03587088
3.	Mr. Rajendra Kumar	Non Executive Director	03513800
4.	Mr. Abhav K Kumar	Non Executive Director	10042678
5.	Mr. Sandeep Avdhesh Dubey	Independent Director	07760812
6.	Mr. Vijay Mukesh Thakkar	Independent Director	10227101
7.	Ms. Trupti R Kalsariya	Independent Director	10226827

CHANGES IN THE BOARD:

There were No changes in the composition of Board during the Financial year 2024-25. RETIREMENT BY ROTATION

Pursuant to Section 149(13) of the Companies Act, 2013, the Independent Directors are not liable to retire by rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number of directors of the public company should be liable to retire by rotation and out of such directors, 1/3rd should retire by rotation at every Annual General meeting of the Company To meet the requirement of provisions of Section 152(6) of the Companies Act, 2013 Mr. Abhav K Kumar (DIN: 10042678) Director will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company as on 31st March, 2025:

S. No.	Name of Director	Designation
1.	Mr. Abhishek Kamal Kumar	Chairman & Managing Director
2.	Ms. Bhawna Kumar	Whole Time Director
3.	Ms. Chahat Girdhar	Chief Financial Officer
4.	Ms. Shweta Bansal	Company Secretary

CHANGES IN KMP

During the year under review, there were some changes in the KMP as under:

• Resignation of Ms. Yashika Sharma from the position of Company Secretary and Compliance Officer of the Company w.e.f. 21.10.2024 and appointment of Ms. Shweta Bansal as Company Secretary & Compliance Officer of the Company w.e.f. 26.12.2024.

23. MEETINGS OF BOARD OF DIRECTORS Number of Meetings Held During the Year

The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

During the Financial Year 2024-25, the Company held Seven (7) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below.

S. NO.	Date of the meeting	Board Strength	No. of Directors Present
1.	29.05.2024	7	7
2.	14.08.2024	7	7
3.	13.11.2024	7	7
4.	28.11.2024	7	6
5.	26.12.2024	7	7
6.	31.01.2025	7	7
7.	2702.2025	7	7

The maximum gap between two meetings was not more than 120 days. The requisite quorum was present at all the Meetings.

24. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations u/s 149(7) of the Companies Act, 2013 from Independent Directors confirming they meet the criteria of independence as prescribed under Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

25. OPINION OF THE BOARD WITH REGARD TO INTEGRITY. EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF INDEPENDENT DIRECTORS:

The Board of Directors of our Company are of the opinion that the Independent Directors of the Company are persons of integrity and possess the relevant expertise, appropriate skills, experience and knowledge in one or more fields like accounts, finance, audit, information technology, general administration, business strategy insurance services, investment banking, real estate business and Company Law.

Pursuant to the requirements of Section 150 of the Companies Act, 2013 read with Rules 6(1), 6(2) & 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors of the Company have registered their names in the Data Bank maintained by the Indian Institute of Corporate Affairs, Manesar ("MCA") and will comply with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014 regarding passing of online proficiency self-assessment test conducted by IICA within the prescribed time.

26. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has framed Familiarization Programme for Independent Directors pursuant to Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and uploaded the same on the website of the Company The web link to access the aforesaid programme is https://www.cpsshapersltd.com/corporate-policies

27. INDEPENDENT DIRECTORS MEETING:

As per Schedule IV of the Companies Act, 2013 and the Rules framed thereunder read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company shall hold at least one meeting in a year, without the attendance of Non-Independent Directors. At such meetings, the Independent Directors shall:

(i) review the performance of Non-Independent Directors and the Board as a whole;

(ii) review the performance of Chairman of the Company after taking into account views of Executives and Non-Executive Directors and;

(iii) assess the quality quantity and timeliness of flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

During the year under review, meeting of the Independent Directors of the Company was held on 27th February 2025. All the Independent Directors were present at the said meeting.

28. ANNUAL PERFORMANCE EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board has carried out the annual performance evaluation of the directors individually including the Independent Directors, the Board as a whole and its committees and Chairman, by assessment through a detailed questionnaire completed by individual directors.

I independent Directors have also evaluated the performance of Non-independent directors, the Board as a whole and Chairman at a separate meeting of Independent Directors.

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

29. COMMITTEES OF BOARD

The Board of Directors of the Company has constituted the following Committees:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders Relationship Committee

A. AUDIT COMMITTEE

Audit Committee had been duly constituted by the Board of Directors of the Company as per the terms of the provisions of Section 177 of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Composition of Audit Committee comprises of:

		Designation	Attendance at the Committee
Name of the	Nature of	in	Meeting held during the F.Y 2024-25
Directors	Directorship	Committee	29.05.2024	14.08.2024	13.11.2024	28.11.2024	27.02.2025
Mr. Sandeep Avdhesh Dubey	Non-Executive Independent Director	Chairman	V	V	V	V	V
Ms. Trupti R Kalsariya	Non-Executive Independent Director	Member	V	V	V	V	V
Mr. Abhishek Kamal Kumar	Chairman and Managing Director	Member	V	V	V	V	V

B. NOMINATION & REMUNERATION COMMITTEE

Nomination & Remuneration Committee had been duly constituted by the Board of Directors of the Company as per the terms of the provisions of Section 178 of the Companies Act, 2013 read with the Rules framed thereunder and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Nomination & Remuneration Committee comprises of:

		Designation	Attendance at the Committee
Name of the Directors	Nature of Directorship	in	Meeting held during the F.Y. 2024-25
		Committee	26.12.2024	27.02.2025
Mr. Vijay Mukesh Thakkar	Non-Executive Independent Director	Chairman	V	V
Mr. Sandeep Avdhesh Dubey	Non-Executive Independent Director	Member	V	V
Ms. Trupti R Kalsariya	Non-Executive Independent Director	Member	V	V

NOMINATION & REMUNERATION POLICY

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is stated on website of the Company i.e. https:// www.cpsshapersltd.com/corporate-policies.

C. STAKEHOLDER RELATIONSHIP COMMITTEE

During the year under review, the Stakeholder Relationship Committee comprises of:

			Attendance at the Committee
Name of the Directors	Nature of Directorship	Designation in Committee	Meeting held during the F.Y. 2024-25
			27.02.2025
Mr. Vijay Mukesh Thakkar	Non-Executive Independent Director	Chairman	V
Mr. Sandeep Avdhesh Dubey	Non-Executive Independent Director	Member	V
Ms. Trupti R Kalsariya	Non-Executive Independent Director	Member	V

30. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors state that

a) I n the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and there are no material departures from the same.

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

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

d) The Directors have prepared the annual accounts on a going concern basis.

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

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

31. AUDITORS REPORT AND AUDITORS:

The Report of Statutory Auditors on Audited Annual Financial Statements does not contain any qualification(s), reservation(s) or adverse remark(s) or disclaimer, which calls for any comment(s) from the Board of Directors.

A. STATUTORY AUDITORS

M/s Vinay Bhushan and Associates, Chartered Accountants, having Firm Registration No. 502632 were appointed as Statutory Auditors for a period of 05 years from the conclusion of 10th Annual General Meeting until the conclusion of 15th Annual General Meeting to be held in the year 2027 They have confirmed their eligibility and independence to continue as Statutory Auditors.

B. INTERNAL AUDITORS

Pursuant to the provision of Section 138 of the Companies Act, 2013, The Board of Directors at their meeting held on 29th May 2024 had appointed M/s Prem Chand Jain & Co., a Chartered accountant in practice having Firm Registration No. 000066C as the Internal Auditor of the Company.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and promptly informed the management on the lacking as and when required.

C. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Board of Directors at their meeting held on 29th May 2024 had appointed M/s. Ashish Grover & Associates, Company Secretaries, a firm of practicing company secretaries was appointed as Secretarial Auditor to conduct the secretarial audit of the Company for the financial year ended 2024-25.

Mr. Ashish Grover, Secretarial Auditor has given the Secretarial Audit Report in Form No. MR-3 and the same has been annexed to the Boards Report and marked as "Annexure-D". The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer.

The Secretarial audit report confirms that the Company has complied with all the relevant provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other necessary compliances under various Acts, in so far as applicable to the Company. The report does not contain any qualifications, reservation or adverse remark.

32. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There was no instance of fraud during the year under review, which requires the Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Companies Act, 2013 and rules framed thereunder.

33. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder are not applicable to our Company for the financial year ended 31st March, 2025, therefore no policy developed and implemented by the company on corporate social responsibility initiatives taken during the year.

34. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Your Company is doing its best efforts to give high priority to energy conservation by opting for more power efficient replacements. Particulars of Energy Conservation / Technology Absorption and Foreign Exchange earnings and out go as per Section 134(3)(m) of Companies Act, 2013 are given as an Annexure-E to this report.

35. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

36. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has an adequate internal financial control system commensurate with the nature of its business and the size and complexity of its operations and are operating effectively with no material weakness.

During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of the said internal financial control system.

37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report, as per Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to our Company as our Company does not fall under top 1000 listed Companies on the basis of market capitalization as of 31st March, 2025

38. DIVIDEND DISTRIBUTION POLICY:

The requirements of formulation of Dividend Distribution Policy as mentioned under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to our Company as our Company does not fall under top 1000 listed Companies based on market capitalization as of 31st March, 2025.

39. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (the Act) and Rules made thereunder, the Company has a policy and framework for employees (all female employees on the rolls of the Company including those on

deputation, contract, temporary part time or working as consultants are covered under this Policy) to report sexual harassment cases at workplace. The Company has constituted an Internal Complaints Committee to redress complaints relating to sexual harassment.

The number of sexual harassment complaints received during the year.: Nil The number of such complaints disposed off during the year.: Nil The number of cases pending for more than ninety days.: Nil

40. STATEMENT ON MATERNITY BENEFIT COMPLIANCE:

The Company confirming compliance with the provisions of the Maternity Benefit Act, 1961.

41. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism, incorporating a whistle blower policy in lines with the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to protect the interest of the employees and executives in reporting their grievances in a protected manner. It also provides for the protection against victimization of directors and employees who avail this mechanism and allows direct communication with the Chairperson of the Audit Committee, in certain appropriate and exceptional circumstances. The policy on vigil mechanism may be accessed on the Companys website https://www.cpsshapersltd.com/corporate-policies.

42. MAINTENANCE OF COST RECORDS & COST AUDIT:

The Company is not required to maintain Cost Records as specified under Section 148(1) of the Companies Act, 2013 and therefore, the appointment of Cost Auditor for undertaking audit of cost records of the Company is not applicable.

43. RISK MANAGEMENT POLICY

The Company has a Risk Management Policy and Procedures for identification, assessment, management, minimization & monitoring of risks and also laid down the procedure to inform the Board members about the risk assessment and minimization procedures. It has identified various potential risks including but not limited to business dynamics, operations, liquidity market/industry, human resource etc. The Company is periodically reviewing the risks and their identification, assessment, monitoring and mitigation procedures. The main objective of this Policy is to achieve sustainable business growth with stability and to promote a proactive approach in identifying, reporting, evaluating and resolving the risks associated with the Companys business which, in the opinion of the Board, may threaten the growth, stability and existence of the Company. The Risk Management Policy may be accessed on the Companys website at the link: https://www.cpsshapersltd.com/corporate- policies.

44. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

45. CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015

The Board of Directors has laid down The Code of Conduct for all Board Members and Senior Management Personnel as per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 of the Company. Additionally, all Independent Directors of the company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to be read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed compliance with the Code of Conduct.

A declaration, regarding the compliance of the Code of Conduct by the Board Members and the Senior Management, duly signed by Mr. Abhishek Kamal Kumar, Managing Director of the Company is given as an Annexure-F to this report.

46. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

This is not applicable to the Company.

47. CODE OF CONDUCT AS PER SEBI (PREVENTION OFINSIDER TRADING) REGULATIONS, 2015

The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider Trading) Regulations, 2015 & Code of Conduct to Regulate, Monitor and Report trading by the Designated Persons as per Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations, 2015.

48. LISTING FEE:

The Companys equity shares are listed on SME Emerge Platform of National Stock Exchange of India Limited ("NSE EMERGE"). The Company has paid the listing fees to NSE.

49. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused peoples attention are currently underway. Your Company thrust is on promoting of talent internally through job rotation and job enlargement.

50. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

51. OTHER DISCLOSURES:

a) The Company has complied with Secretarial Standards issued by the Institute of Company

Secretaries of India on the Meetings of Board of Directors including Committee Meetings and General Meetings.

b) There was no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review

c) There was no instance of onetime settlement with any Bank or Financial Institution.

52. APPRECIATION:

The Board of Directors of the Company place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity cooperation and dedication during the year under review.

The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, franchise partners, business associates, regulatory and government authorities for their continued support.

By Order of the Board
For CPS Shapers Limited
(Formerly known as CPS Shapers Private Limited)
Sd/-	Sd/-
(Bhawna Kumar)	(Abhishek Kamal Kumar)
Whole-time Director	Chairman & Managing Director
DIN-03587088	DIN-03513668
Date: 14.08.2025
Place: Vasai