Shangar Decor Ltd Directors Report

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<dhhead>Board’s Report </dhhead>

1. FINANCIAL RESULTS(Rs. In Lakhs)

Particulars	Financial Year 2025-26	Financial Year 2024-25
Revenue from Operations	2326.07	1858.45
Other Income	0.57	0.51
Total Revenue	2326.84	1858.95
Total Expenses	1792.84	1731.41
Profit/Loss before Depreciation, Exceptional and Extra Ordinary Items and Tax Expenses	533.80	265.33
Depreciation	320.24	137.79
Interest	5.23	-
Less: Exceptional and Extra Ordinary Items	-	-
Profit/Loss before Tax Expenses	208.33	127.54
Less: Current Tax	54.92	44.45
Deferred Tax	5.96	2.20
Prior period tax	-	-
Profit/Loss for the Period	147.46	80.90
Earnings Per Share (EPS) – Basic	0.03	0.02
Earnings Per Share (EPS) – Diluted	0.03	0.02

2. OPERATIONS Total revenue from operations for the FY 2025-26 rose to Rs. 2326.07 Lakhs against Rs. 1858.45 Lakhs during the previous FY 2024-25. The Company has earned Profit After Tax for the FY 2025-26 as Rs. 147.46 Lakhs compared to Rs. 80.90 lakhs during the FY 2024-25. 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 2025-26, there was no change in nature of Business of the Company.

4. WEBLINK OF ANNUAL RETURN Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Companys website at www.shangardecor.com.

5. SHARE CAPITAL

A. AUTHORISED SHARE CAPITAL The authorized share capital of the Company as on 31st March, 2026 was Rs. 50,00,00,000/- (Rupees Fifty Crores Only) divided into 50,00,00,000 (fifty 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 31st March 2026 was Rs. 48,96,16,000/- (Rupees forty-eight crore ninety-six lakh sixteen thousand only) divided into 48,96,16,000 (forty-eight crore ninety-six lakh sixteen thousand) 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 2025-26.

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 31st March, 2026 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 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:

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 Companys operations in future.

12. BOARD MEETINGSThe 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 Companys policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 7 (seven) times. The details of Board Meetings and attendance therein are as under:

Sr. No	Date of the Board Meeting	Number of Directors entitled to attend	Number of Directors who attended
1	27.05.2025	6	6
2	21.07.2025	6	6
3	04.08.2025	6	6
4	03.09.2025	6	6
5	11.11.2025	6	6
6	03.12.2025	6	6
7	10.02.2026	6	6

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 that:

a. In the preparation of the Annual Accounts, for the year ended on 31st March, 2026 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 31st March, 2026;

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 Companys 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 Auditors 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. 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.

20. 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 2025-26.

21. POLICY ON DIRECTORS 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 Companys Policy on directors 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.

22. 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.

23. 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 Boards Report.

24. STATE OF COMPANYS 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.

25. STATEMENT ON ANNUAL EVALUATION OF BOARDS 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 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.

26. 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 Companys 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.

27. LOANS FROM DIRECTOR/RELATIVE OF DIRECTOR

During the year under review, the Company has borrowed unsecured loans from Directors of the Company. In this regard, relevant disclosures have been made in the notes to financial statements of the Company for the FY 2025-26.

28. 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 2025-26.

29. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016During 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.

30. 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 one-time settlement of Loans taken from Banks and Financial Institutions.

31. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors and Key Managerial Personnel of the Company as on 31.03.2026 are summarized below:

Sr. No. Name	Designation	Board meeting attendance
1. Mr. Samirbhai Rasikla Shah	Managing Director	7/7
2. Mr. Saumil Shrenikbhai Shah	Non-Executive Director	7/7
3. Mr. Moulin Samir Shah	Non-Executive Director	7/7
4. Ms. Jalpa Moulin Shah	Non-Executive Director	4/4
5. Mr. Bhavinkumar Arvindkumar Patel*	Independent Director	7/7
6. Mrs. Aanal Milankumar Satyawadi*	Independent Director	7/7

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

The Company has obtained a certificate from M/s, Practicing 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

32. 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.

33. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance report on requirement Corporate Governance for the financial year 2025-26 is applicable to the Company and is attached as Annexure IV.

A Certificate obtained from the Practicing Company Secretary certifying the Corporate Governance compliance is herewith attached as Annexure IV-A.

34. 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.

35. 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.

36. 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 30th Annual General Meeting held on 30th September 2025 and they hold office up to the conclusion of the Annual General Meeting to be conducted for the year 2029-30. Accordingly, they continue to be the Statutory Auditors of the Company.

The Auditors Report for the financial year ended on 31st March 2026 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 Bharathbhai 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 35th Annual General Meeting of the Company to conduct Secretarial Audit.

The Secretarial Audit Report for the Financial Year 2025-26 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.

Qualification and Response of the Board:

Sr. No Qualification by the Secretarial Auditor	Response of the Board of Directors
1 Company has not appointed adequate number of Independent Directors as per the requirement of Regulation 17(1) of SEBI (LODR) Regulations 2015.	The Company has appointed adequate number of Independent Directors on 3rd April 2026. The Board was duly constituted w.e.f. 03.04.2026.
2 Company has not appointed Internal Auditor for the FY 2025-26	The Company appointed Internal Auditor for conducting Internal Audit for FY 2025-26 on 3rd April 2026. However, Company did not file BSE Intimation and ROC Form E Form MGT 14. Company shall be more vigilant for compliance from now.
3 The Company installed SDD Software in this financial year but still all the data were mentioned in excel file only.	The Company has regularized the data management and data entry in the SDD Software.

C. Cost Auditor:

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

37. 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:

Sr. No	Date of the Audit Committee Meeting	Aanal Satyawadi	Bhavin kumar Patel	Maulin Shah
1	27.05.2025	Yes	Yes	Yes
2	04.08.2025	Yes	Yes	Yes
3	03.09.2025	Yes	Yes	Yes
4	11.11.2025	Yes	Yes	Yes
5	10.02.2026	Yes	Yes	Yes

B. Nomination and Remuneration Committee:During the year under review, 3 meetings of members of the Nomination and Remuneration Committee were held. The details of the Nomination and Remuneration Committee are as tabulated below:

1 21.07.2025 Yes Yes Yes N.A.2 03.09.2025 Yes Yes Yes N.A.3 03.12.2025 Yes Yes N.A. Yes

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:

Sr. No	Dates of the Stakeholders Relationship Committee Meeting	Aanal Satyawadi Chairperson	Maulin Shah Member	Bhavinkumar Patel Member
1	28.04.2025	Yes	Yes	Yes
2	03.09.2025	Yes	Yes	Yes
3	19.10.2025	Yes	Yes	Yes
4	08.01.2026	Yes	Yes	Yes

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.

Date: 08.09.2026Place: Ahmedabad

Reg. office: 4 Sharad Flats, Opp. Dharnidhar Temple Ahmedabad - 380007

For, Shangar Decor Limited

Sd/-Samirbhai ShahManaging DirectorDIN: 00787630

Sd/-Saumil ShahExecutive Director & CFODIN: 01601299