C P S Shapers Ltd Directors Report

Dear Members/ Shareholders,

Your directors have pleasure in presenting the 12“ Board Report and the audited Accounts of the Company for the financial year ended 31st March 2024.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

A brief summary of the audited Standalone financial results of the Company for the year ended March 31, 2024, is as under: (Amount in Lakhs)

S.No.	Particulars	March 31, 2024	March 31, 2023
1.	Revenue from operations	3602.29	3681.45
2.	Other Income	15.54	14.71
3.	Total Income	3617.83	3696.16
4.	Less: Expenditure	3506.48	3350.95
5	Profit / Loss before exceptional items	111.35	345.21
3.	Exceptional Items	-	-
4.	Profit/(Loss) before tax	111.35	345.21
5.	Tax Expense
	Current Tax	53.63	27.62
	Deferred Tax	(16.17)	71.51
6.	Profit/(Loss) for the Year	73.89	246.08
7.	Other Comprehensive income	-	-
8.	Total Comprehensive income	73.89	246.08
7.	Earnings per Share	4.62	16.41

2. STATE OF COMPANY’S AFFAIRS:

The Company achieved revenue from operations of 3602.29 Lakh Rupees on standalone basis as compared to the last year’s revenue of 3681.45 Lakh Rupees.

During the year under review the company has earned profits of 73.89 Lakh Rupees (as compared to previous year profit of 246.08 Lakh Rupees) from business. The earnings per share declined to Rs. 4.62 as compared to Rs. 16.41 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, 2024.

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. CHANGE IN NAME:

Consequent upon the conversion of the Company from private limited company into public limited company, the name of the Company has been changed from “CPS Shapers Private Limited” to “CPS Shapers Limited” with effect from 20th June, 2023 and fresh Certificate of Incorporation dated 20th June, 2023 has also been issued by the Registrar of Companies.

9, INITIAL PUBLIC OFFER (“IPO”) AND LISTING ON STOCK EXCHANGE:

Pursuant to the provisions of Section 23(1) and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder read with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the Securities Contracts (Regulation) Rules, 1957, the Board of Directors of the Company had proposed the Initial Public Offer not exceeding 6,00,000 Equity Shares in consultation with the Merchant Banker. The members of the Company had also approved the said proposal of Board of Directors at their Extra- Ordinary General Meeting held on July 07, 2023.

Further, pursuant to the authority granted by the members of the Company, the Board of Directors of the Company had appointed M/s. Shreni Shares Limited (Formerly known as Shreni Shares Private Limited), as Lead Manager, Underwriter & Market maker, M/s. Bigshare Services Private Limited as the Registrar to the Issue & Share Transfers Agent for the proposed Public Issue of 6,00,000 Equity Shares of face value of %10 each for cash at an issue price of 185 per equity share (including a share premium of %175 per equity share) aggregating to 1110 Lakhs. The Company had applied to National Stock Exchange of India Limited (“NSE”) for In-Principle approval for listing of its equity shares on the Emerge Platform of NSE (“NSE EMERGE”) and the NSE, vide its letter dated August 23, 2023, has granted its In-Principle Approval for the same to the Company

Subsequently, the Company had filed Prospectus with the Registrar of Companies. The Public Issue was opened for subscription on Tuesday, 29th August, 2023 and closed on Thursday, 31st August, 2023. The Basis of Allotment was finalized by Company, Registrar to the Issue and Merchant Banker in consultation with the NSE on 4th September, 2023. The Company has applied for listing of its total 21,00,000 equity shares to NSE and received approval of NSE. The trading of equity shares of the Company commenced on 07th September, 2023 on Emerge Platform of NSE (“NSE EMERGE”). Presently, the Equity Shares of the Company are listed on the SME Emerge Platform of NSE (“NSE EMERGE”).

10. DEMATERIALISATION OF EQUITY SHARES:

As on 31st March, 2024, 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 INEOQBU01012. The equity shares of the Company have been made available for trading in demat mode w.e.f. 07th September, 2023.

11. 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.	Object of the Issue as per prospectus	Original Allocation Funds utilized as on
No.		(In Rupees)	31.03.2024 (In Rupees)
1.	Purchase of Plant and Machinery	1,78,68,000/-	1,69,87,316/-
2.	Purchase of Commercial Vehicle	9,53,000/-
3.	(Funding of capital expenditure requirements of our Company towards purchase of Solar Power System	21,00,000/-
4.	Up gradation of existing IT Software lat our existing manufacturing facility and _ registered office	18,20,000/-	2,71,992/-
5.	Repayment/ prepayment of certain] borrowings availed by lour Company;	1,67,01,000/-	1,45,38,459/-
6.	Working Capital requirements	4,05,58,000/-	3,91,31,950/-
7.	General corporate purposes	1,82,00,000/-	1,22,70,283/-
8.	IPO Issue Expenses	1,28,00,000/-	1,28,00,000/-
	Total	11,10,00,000/-	9,60,00,000/-

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

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. 2,10,00,000/- (Rupees Two crores Ten Lakh) divided into 21,00,000 (Twenty One Lakh) equity shares of Rs. 10/-

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

S. NO	Date of TYPE OF TYPE Allotment ISSUE OF SHAR E	Face Value	Premiu m Value	NUMBER OF SHARES ISSUED	TOTAL AMOUNT (IN RS.)	TOTAL PREMIUM AMOUNT (IN RS.)
1.	{80.06.2023 [Bonus Issue [Equity	10 Rs. lequity share	penNil	10,00,000	_{1,00,00,000	Nil
2.	(04.09.2023 {Initial PublicdEquity Offer (IPO)	[10 Rs. equity share	perl75 equity Share	Rs. per6,00,000	60,00,000	={10,50,00,000
TOTAL				16,00,000	(1,60,00,000 10,50,00,000

Therefore, Issued, subscribed and Paid-up capital of the company is increased from Rs. 50,00,000/- to Rs. 2,10,00,000/-. 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, 2024, The Company do not have any subsidiary, joint ventures or associates. Therefore, statement containing the salient features of financial statements of the Company’s 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 Company’s 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 sub-regulation 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, 2024, is available on the Company’s 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, therefore the information required under Form AOC 2 is Not applicable.

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.cpsshapersitd.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-B”.

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, 2024, The Board of Directors of the Company consists of Seven (7) Directors. The Independent Directors constitute 1/3rd of the total Board’s 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 some changes in the composition of Board during the year with the appointment of 3 Independent Directors and 1 Whole-Time Director:

e Mr. Sandeep Avdhesh Dubey, Mr. Vijay Mukesh Thakkar, and Ms. Trupti R Kalsariya were appointed as Independent Directors w.e.f. 07.07.2023.

e Ms, Bhawna Kumar was appointed as Whole-time Director and Mr. Abhishek Kamal Kumar was re-designated as Chairman Cum Managing Director of the Company w.e.f. 07.07.2023.

e The Designation of Mr. Rajendra Kumar Changed from Director to Non-Executive Director w.e.f 07.07.2023

e Mr. Abhav K Kumar regularise as Non-Executive Director of the Company w.e.f 23.05.2023

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. Abhishek Kamal Kumar (DIN: 03513668) 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, 2024:

S.NO.	NAME	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. Yashika Sharma	Company Secretary

CHANGES IN KMP

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

Ms. Bhawna Kumar was appointed as Whole-time Director and Mr. Abhishek Kamal Kumar was re-designated as Chairman Cum Managing Director of the Company w.e.f. 07.07.2023.

Ms. Chahat Girdhar, was appointed as Chief Financial Officer (CFO) of the company and Mr. Nikunj Haresh Gatecha appointed as Company Secretary & Compliance officer of the company w.e.f. 07.07.2023.

Resignation of Mr. Nikunj Haresh Gatecha from the position of Company Secretary and Compliance Officer of the Company w.e.f. 08.10.2023 and appointment of Mr. Jatin Manocha as Company Secretary & Compliance Officer of the Company w.e.f. 10.11.2023.

Resignation of Mr. Jatin Manocha from the position of Company Secretary and Compliance Officer of the Company w.e.f. 19.03.2024.

Ms. Yashika Sharma, appointed as Company Secretary & Compliance Officer of the Company w.e.f. 29.03.2024.

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 2023-24, the Company held Fifteen (15) 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.	10.04.2023	3	3
2.	21.04.2023	3	3
3.	21.06.2023	3	3
4.	28.06.2023	3	3
5.	30.06.2023	3	3
6.	30.06.2023	3	3
7.	07.07.2023	3	3
8.	28.07.2023	7	7
9.	04.08.2023	7	7
10.	23.08.2023	7	7
11.	04.09.2023	7	7
12.	10.11.2023	7	7
13.	21.11.2023	7	7
14.	16.01.2024	7	7
15.	29.03.2024	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 (“IICA”) 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 Company’s 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 29th March, 2024. 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.

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. COMPOSITION OF COMMITTEES

The Board Committees are formed with the approval of Board of Directors of the Company (“Board”) for dealing with specific areas and activities. These Committees have their respective Charters and play an important role in the overall management and governance of the Company. The Board Committees meet at regular intervals and take necessary steps to perform their duties entrusted by the 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

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:

Name of the Directors	Nature of Directorship	Designation in Committee	Attendance at the Committee Meeting held during the F.Y. 2023-24
		28.07.2023)/23.08.2023/10.11.2023/20.02.2024
Mr. Sandeep [Avdhesh Dubey _	Non- {Executive Independent Director	Chairman	v	v	v	v
Ms. Trupti R Kalsariya	Non- Executive Independent Director	Member	v	v	v	v
Mr. Abhishek Kamal Kumar	Chairman and} Managing Director	Member	v	v	v	v

Terms of Reference:

The terms of reference of the Audit Committee are as under:

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

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees;

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 before submission to the board for approval, with particular reference to:

a) Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013; b) Changes, if any, in accounting policies and practices and reasons for the same; c) Major accounting entries involving estimates based on the exercise of judgment by management; d) Significant adjustments made in the financial statements arising out of audit findings; e) Compliance with listing and other legal requirements relating to financial statements; f) Disclosure of any related party transactions; g) Modified opinion(s) in the draft audit report;

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

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 / Draft Prospectus / Prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

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

8. Approval or any subsequent modification of transactions of our Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of our Company, 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. 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; 17. 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; 18. 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; 19. 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; 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. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; 23. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases; 24. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings;

25. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding %100 crores or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision; 26. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders; 27. To investigate any other matters referred to by the Board of Directors; and 28. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee or containing into SEBI Listing Regulations 2015.”

The Audit Committee also reviews the following information:

1. Management discussion and analysis of financial condition and results of operations;

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

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses;

5. The appointment, removal and terms of remuneration of the chief internal auditor;

6. Statement of deviations:

a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, sub1mitted to stock exchange(s) in terms of Regulation 32(1) of SEBI

Listing Regulations;

b) Annual statement of funds utilized for purposes other than those stated in the Issue document/ Prospectus/notice in terms of Regulation 32(7) of SEBI Listing Regulations.”

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:

Name of Directors	theNature Directorship		ofDesignation in Committee	[Attendance at the Committee Meeting held during the F.Y. 2023-24
				10.11.2023	(29.03.2024
Mr. Vijay Thakkar	Mukesh\Non-Executive Independent Director		Chairman	v	v
Mr. Sandeep Dubey	Avdhesh\Non-Executive Independent Director		Member	v	v
Ms. Trupti R Kalsariya		Non-Executive Independent Director	Member	v	v

Terms of Reference:

The terms of reference of the "Nomination/ Remuneration Committee" are as under:

1. 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;

2. Formulation of criteria to determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of directors, key managerial personnel and other employees;

3. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description.

a) Use the services of external agencies, if required; b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and c) Consider the time commitments of the candidates.

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

5. Devising a policy on diversity of board of directors;

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

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

8. 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;

9. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal;

10. 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;

11. Decide the amount of Commission payable to the Whole Time Directors;

12. 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

13. To formulate and administer the Employee Stock Option Scheme; and

14. Recommend to the Board all remuneration, in whatever form, payable to senior management.”

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:

Name of Directors	the\Nature Directorship	ofDesignation Committee	in/Attendance at the Committee Meeting held during the F.Y. 2023-24
			29.03.2024
Mr. Vijay Thakkar	MukeshNon-Executive Independent Director	Chairman	v
Mr. [Avdhesh Dubey	SandeepNon-Executive Independent Director	Member	v
Ms. Trupti Kalsariya	RINon-Executive Independent Director	Member	v

Terms of Reference:

The terms of reference of the Stakeholders’ Relationship Committee are as under:

1. Redressal of shareholders’ and investors’ complaints, including and in respect of: a) 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. b) Issue of duplicate certificates and new certificates on split/consolidation/renewal,

etc.;

c) 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.

2. 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.

3. Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

4. Reviewing on a periodic basis the approval/refusal of transfer or transmission of shares, debentures or any other securities;

5. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

6. Allotment and listing of shares;

7. Review of measures taken for effective exercise of voting rights by shareholders.

8. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

9. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend watrants/annual reports/statutory notices by the shareholders of the Company.

10. 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 and Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time.

11. 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

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

30. DIRECTORS RESPONSIBILITY STATEMENT

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

a) In the preparation of the annual accounts for the year ended March 31, 2024, 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 315t March 2024 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 21st April 2023 had appointed Mr. Nikhil Bansal, Employee of the Company 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, 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 2023-24.

Mr. Ashish Grover, Secretarial Auditor has given the Secretarial Audit Report in Form No. MR-3 and the same has been annexed to the Board’s Report and marked as “Annexure-C”. 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, 2024, 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-D 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, 2024

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, 2024.

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. During the year under review, no complaints with allegations of sexual harassment were received by the Company.

40. 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.

41. 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.

42. 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 Company’s 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 Company’s website at the link: https://www.cpsshapersltd.com/corporate-policies.

43. 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).

44, 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-E to this report.

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

ACCOUNT

This is not applicable to the Company.

46. CODE OF CONDUCT AS PER SEBI (PREVENTION OF INSIDER 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 at their meeting held on 7th July, 2023.

47. LISTING FEE:

The Company’s 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.

48. 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 people’s attention are currently underway. Your Company thrust is on promoting of talent internally through job rotation and job enlargement.

49. INDUSTRIAL RELATIONS

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

50. 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.

51. 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/-
(Bhawana Kumar)	(Abhishek Kamal Kumar)
Whole-time Director	Chairman & Managing Director
DIN-03513800	DIN-3513668
Date: 14-08-2024
Place: Vasai