Shashank Traders Ltd Directors Report

To,

The Members,

Your directors have the pleasure to present the 40 th Annual Report on the business and operations of your Company along with the Audited Financial Statement for the Year ended 31 st March 2025.

1. FINANCIAL RESULTS: -

The Financial Results of the Companys performance for the year under review and those of the previous year are as follows: -

(Amount in Rs. Lacs)

Particulars	Financial Year ended
	31 st March, 2025	31 st March, 2024
Total Income	4.84	-
Total Expenditure	18.32	15.85
Profit before tax	(13.48)	(15.85)
Less:- Provision for tax	-	-
Profit after Tax	(13.48)	(15.85)
Basic Earnings per share	(0.44)	(0.51)
Diluted Earnings per share	(0.44)	(0.51)

2. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

The Company understands the importance of adapting to changing market conditions and evolving customer needs and believe that continuous improvement is key to staying ahead of the competition. Our focus is on streamlining processes, improving efficiency, and leveraging technology to drive growth and improve client satisfaction.

Our aim is to create a more agile and innovative organization that is better equipped to respond to market changes and capitalize on new opportunities. The management is confident that the transformation will position the company for long-term success and growth.

3. TRANSFER TO RESERVES

The company has decided against transferring any portion of its annual profits to designated reserves, keeping in mind the strategy of fueling the growth plans by reinvesting the earnings, the Company has decided to transfer its profit for the year to the surplus of the profit & loss account.

4. DIVIDEND: -

In view of the planned business growth, your directors deem it proper to conserve the resources of theCompany for its activities/ expansion and therefore, do not propose any dividend for the F.Y. ended 31.03.2025 and carried forward the net profit balance to the next year.

5. CAPITAL STRUCTURE:-

Authorized Capital and Changes thereon, if any:

The Authorized Share Capital of the Company is Rs. 3,50,00,000/- (Rupees Three Crore Fifty Lakhs Only) divided into 35,00,000 (Thirty Five Lakhs only) equity shares of Rs.10/- each.

Paid up Capital and Changes thereon, if any:

The Paid up share capital of the Company is Rs. 3,09,38,000/- (Rupees Three Crore Nine Lakhs and Thirty Eight Thousand Only) divided into 30,93,800 (Thirty thousand Ninety-Three Thousand Eight Hundred Only) equity shares of Rs.10/- each.

6. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:

There have been no material changes and commitments, if any, 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.

7. LOANS, GUARANTEES AND INVESTMENTS

During the financial year under review, the Company has not given any Loans/Guarantees/Securities and it has not made any investment under Section 186 of the Companies Act, 2013.

8. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OFSECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The auditor has not reported any frauds pursuant to provisions of section 143 (12) of the Companies Act, 2013 in his report.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS & COMPANYS OPERATIONS IN FUTURE:-

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

10. INTERNAL CONTROL SYSTEMS

The Company has established an internal control system commensurate with the size, scale, and complexity of its operations. Significant features of the Companys internal control system are:

• A leading firm of Chartered Accountants manages the Internal Audit function in line with best- in-class governance practices. It reviews and reports to the Audit Committee about compliance with internal controls, the efficiency and effectiveness of operations as well as key process risks.

• The Audit Committee periodically reviews internal audit plans, significant audit findings, and adequacy of internal controls.

• Systematic self-certification of adherence to key internal controls, as part of control selfassurance by process owners, monitors, and reviewers.

• Adherence with a comprehensive information security policy and continuous upgrades of the Companys IT systems for strengthening automated controls.

• Appropriate segregation of duties and usage of technology for continuous controls monitoring and enhanced controls assurance. During the year, the internal controls were tested and found effective, as a part of the Managements control testing initiative.

Accordingly, the Board, with the concurrence of the Audit Committee and the Auditors believe that the Companys Internal Financial Controls were adequate and operating effectively for the financial year ended March 31, 2025

11. SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANY: -

As on March 31, 2025,the Company does not have any subsidiary or joint venture or any associates Company.

12. MAINTENANCE OF COST RECORD: -

Our Company is required to maintain the cost record as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 and the company has made and maintained the cost record as prescribed.

13. STATUTORY AUDITOR & AUDIT REPORT: -

The current Statutory Auditors of the Company M/s. NemaniGarg Agarwal & Co. (FRN: 010192N), will hold office till the conclusion of the 44th AGM of the Company.

M/s. NemaniGarg Agarwal & Co. (FRN: 010192N), have confirmed their eligibility and qualification as required under the Act and Listing Regulations for holding the office as Statutory Auditors of your Company.

Auditors Report

The Auditor report does not contain any qualification, reservation or adverse remark.

14. SECRETARIAL AUDIT: -

In terms of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Board appointed M/s. Jitendra Parmar and Associates, Practicing Company Secretaries , as the Secretarial Auditor of the Company. The Secretarial Audit Report in Form MR-3 is annexed as Annexure-1 to this Report. The Report is self-explanatory. However, the observations and corresponding management replies are as under:

Observation by the Secretarial Auditor	Reply by the Management
Non-compliance with SEBI Circular No. SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023 due to delayed filing of Annual Disclosures of Non-applicability of Large Corporate for FY 2023-24.	The delay was inadvertent and occurred due to internal oversight. The Company has since streamlined its compliance monitoring process to ensure timely filings going forward.
Non-compliance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 relating to registration of Independent Director(s) in the Independent Directors Data Bank maintained by IICA.	The Company has taken note of the same and has initiated steps to ensure the registration/renewal of Independent Directors in the IICA Data Bank as required.
Delay in filing of confirmation certificate under Regulation 74(5) of SEBI (DP) Regulations, 2018 for the quarters ended September 30, 2024, and December 31, 2024 with the Stock Exchange.	The delay was unintentional and has since been rectified. The Company has put in place
Observation by the Secretarial Auditor	Reply by the Management
	additional checks with its RTA to avoid such delays in future.
Certain e-forms required to be filed with the Registrar of Companies in respect of regularization / reappointment of directors and other related matters were not filed within the prescribed timelines.	The delay was unintentional and has since been rectified. The Company has put in place additional internal checks to avoid such delays in future.

15. CHANGE IN THE NATURE OF BUSINESS: -

There is no change in the nature of the business of the company.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL: - Composition:

As of March 31, 2025, the Board of Directors of the Company comprised four Directors: 1 (One) Managing Director, 1 (One) Non-Executive Director, 3 (Three) Non- Executive Independent Directors, including 1 (One) Women Independent Director as below.

As required under the provisions of the Act, Mr. Keval Devndrabhai Shah [DIN:10491150] retires by rotation at the ensuing Annual General Meeting, and being eligible, offers herself for re-appointment. The Board recommends her re-appointment at the ensuing Annual General Meeting. A brief profile of Mr. Keval Devndrabhai Shah is annexed to the notice convening Annual General Meeting.

A. Mr. Praveen Jaswant Rai Jain [DIN:01776424] appointed as Managing Director of the company w.e.f 03 rd February2016.

B. Mr. Hansa Mehta Mahendra Singh (DIN: 08185631) appointed as Independent Director of the company w.e.f. 01 st August2018.

C. Mr. Amit Jalan (DIN: 09516312) appointed as Independent Director of the company w.e.f. 08 th March 2022.

D. Mr. Keval Devendrabhai Shah (DIN: 10491150) appointed Non-Executive Director of the company w.e.f.14 th February 2024

E. Mr. Amit Choudary (DIN: 09847266) appointed as Independent Director of the company w.e.f. 04 th September 2023.

F. Mr. Nipun Praveen Jain Chief Finance Officer of the Company w.e.f.07 th September 2018.

G. Mrs. Renu Lahoti Company Secretary and Compliance Officerof the company w.e.f 10 th February 2025

Details of Directors and KMP are as follows: -

S.N.	Name of Directors/KMP	Designation
01	Mr. Praveen JaswantRai Jain	Managing Director
02	Mr. Hansa Mehta Mahendra Singh	Director
03	Mr. Amit Jalan	Director
04	Mr. KevalDevendrabhai Shah	Director
05	Mr. Amit Choudhary	Director
06	Mr. Nipun Praveen Jain	Chief Finance Officer
07	Mrs. Renu Lahoti	Company Secretary and Compliance Officer

Resignation and Removal:

None of the Directors are disqualified under Section 164(2) of the Act.

During the year, Mr. Ravi Mahendrabhai Shah (DIN: 10491149) was resigned as a Non-Executive Director of the Company w.e.f. 14 th February 2025 due to death.

17. DIRECTORS RESPONSIBILITY STATEMENT

Under the provisions contained in Section 134(5) of the Act, the Directors, to the best of their knowledge and belief, confirm that:

• In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

• They have selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent, to give a true and fair view of the state of affairs of the Company as at March 31, 2025, and of the profit of the Company for the period April 1, 2024 to March 31, 2025;

• They have taken proper and sufficient care of the maintenance of adequate accounting records, under the provisions of the Act for safeguarding the assets of the Company, and for preventing and detecting fraud and other irregularities.

• They have prepared the annual accounts for the year ended March 31, 2025, on a going concern basis;

• They have laid down internal financial controls to be followed by the Company, and such internal financial controls are adequate and operate effectively; and

• They have devised proper systems to ensure compliance with the provisions of all applicable laws, and that such systems are adequate and operating effectively.

18. STATUTORY DISCLOSURES :-

None of the Directors of your Company are disqualified as per the provisions of Section 164(2) of the Companies Act, 2013. Your directors have made necessary disclosures, as required, under various provisions of the Companies Act, 2013 and SEBI LODR.

19. DEPOSITS: -

The Company has not invited / accepted any deposits from the public during the year ended March 31, 2025. There were no unclaimed or unpaid deposits as on March 31, 2025.

20. BOARD EVALUATION:-

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 provides that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of

Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (SEBI ) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Structured questionnaires were used in the overall Board evaluation comprising various aspects of Board function.

The performance of the Board was evaluated by the Board on the basis of Performance Evaluation Policy formulated by the Board and after seeking input from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of committees, effectiveness of Committee meetings, etc. and on such further criteria as is set out in the Performance Evaluation The same can be accessed at the by the Nomination and Remuneration Committee and approved by the Board to evaluate the performance of the Board and its Committees.

The Board and the Nomination and Remuneration Committee (NRC ) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors held on March 30, 2025, performance of non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

Based on the outcome of performance evaluation for the financial year 2024-25, further measures/actions have been suggested to improve and strengthen the effectiveness of the Board and its Committees.

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

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

Conservation of energy :

The requirements of disclosures with regard to Conservation of Energy in terms of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are not applicable to the Company since it doesnt own any manufacturing facility.

However, the company has undertaken various energy efficient practices which have strengthened the Companys commitment towards becoming an environmentally friendly organization. The Company makes all efforts towards conservation of energy, protection of environment and ensuring safety. As far as possible, companies utilize alternate sources of energy.

Technology absorption:

The business of the company is not technology driven. No technology has been imported. There is nothing to be disclosed on account of technology absorption.

Foreign exchange earnings and Outgo during the year :

Particulars	Rs.
Foreign Exchange Earned in terms of actual inflows	Nil
Foreign Exchange outgo in terms of actual outflows	Nil

22.VIGIL MECHANISM/ WHISTLE BLOWER POLICY:-

In pursuant to the section 177 (9) & (10) of the Companies Act, 2013, a vigil Mechanism for director and employees to report genuine concerns has been established. The Vigil Mechanism/ Whistle Blower Policy has been uploaded on the Website of the Company at Investor>>Policy>> Whistle Blower Policy link. None of the personnel of the Company have been denied to access the Audit Committee. During the year, the Company has not received any Whistle Blower Complaints.

23. CODE OF CONDUCT

Your Directors informed that pursuant to provisions of Regulation 17(5) of SEBI (Listing Obligation & Disclosure requirement) Regulations, 2015 every Listed Company is under an obligation to adopt a policy on Code of Conduct for all the Members of the Board of Directors and Senior Management. As per the said Regulation, the Board of Directors adopted the Policy on code of conduct for all the Members of Board of Directors and senior management of the Company.

24. CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, regarding Corporate Social Responsibility is not applicable to the company.

25. RISK MANAGEMENT POLICY:- Framework

Risk Management is a key aspect of the Corporate Governance Principles and Code of Conduct which aims to improve the Companys activities.Riskmanagement policy and processes will enable the Company to proactively manage uncertainty and changes in the internal andexternal environment to limit negative impacts and capitalization of opportunities.

Background and Implementation

The Company is prone to inherent business risks. This document is intended to formalize a risk management policy,theobjective of which shall be identification, evaluation,monitoringand minimizationof identifiablerisks.

This policy is in compliance with the Listing Agreement which requires the Company to laydown procedure for risk assessment and procedure for risk minimization.

The Board of Directors of the Company and the Audit Committee shall periodically reviewand evaluate the risk management system of the Company so that the management controls the risks through properly defined network.Headof Departments shall be responsible for implementation of the risk management system as maybe applicable to their respective areas of functioning and report to the Board and Audit Committee.

Committee

The Company has not made Risk Management Committee, but the Board of Directors and Audit Committee is looking after the Risk Management of the Company.

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

The Company has zero-tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition, and redressal of the same, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules thereunder. All employees (permanent, contractual, temporary, and trainees) are covered under this Policy. The Company has duly constituted Internal Complaints Committees in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received regarding sexual harassment. The Company organizes workshops and awareness programs at regular intervals for sensitizing the employees with the provisions of the said Act. During the year, the Company received no complaints for sexual harassment at the workplace.

Sr.No.	Particulars	Nos.
1.	The number of sexual harassment complaints received during the year	Nil
2.	The number of such complaints disposed of during the year	N.A.
3.	The number of cases pending for a period exceeding ninety days	Nil

27. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:-

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3), uploaded on companys website further details refer the Annexure - 2.

28. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEE THERE OF:- Board Meeting: -

The Board of Directors of the Company met 9 (Nine) during the year, in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes Book kept by Company for the purpose. The intervening gap between the Meetings was within the period prescribed underthe Companies Act, 2013

The names of the Directors regarding their attendance at the Board Meeting and last Annual General Meeting of Company are given as below:

Name of the Director	Board Meeting held during T enure of Director	Board Meeting attended	Attendance at the Last Annual General Meeting
Mr. Praveen JaswantRai Jain	9	9	Yes
Mr. Hansa Mehta Mahendra Singh	9	9	Yes
Mr. Amit Jalan	9	9	Yes
Mr. Ravi Mahendrabhai Shah	8	8	Yes
Mr. KevalDevendrabhai Shah	9	9	Yes
Mr. Amit Choudhary	9	9	Yes

Mr. Ravi Mahendrabhai Shah was resigned as a Non-Executive Director on 14 th February 2025. COMMITTEES OF BOARD

Currently, the Board has Three committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. All committees are constituted with the proper composition of Independent Directors and Non-Executive Directors as specified in relevant provisions of Companies Act, 2013.

1. Nomination and Remuneration Committee Meetings: -

Name of the Committee Member	NRC Meeting held during Tenure of Director	NRC Meeting attended
Praveen JaswantRai Jain	4	4
Hansa Mehta Mahendra Singh	4	4
Amit Jalan	4	4
Nipun Praveen Jain	4	4

2. Audit Committee Meetings: -

Name of the Committee Member	Audit Committee Meeting held during Tenure of Director	Audit Committee Meeting attended
Hansa Mehta Mahendra Singh	4	4
Praveen Jain	4	4
Nipun Jain	4	4
Amit Jalan	4	4

3. Stakeholder Relationship Committee Meetings: -

Name of the Committee Member	SRC Meeting held during Tenure of Director	SRC Meeting attended
Praveen JaswantRai Jain	2	2
Hansa Mehta Mahendra Singh	2	2
Amit Jalan	2	2
Nipun Praveen Jain	2	2

29. HUMAN RESOURCES AND INDUSTRIAL RELATIONS: -

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. Your companys trust is on the promotion of talent internally through job rotation and job enlargement.

30. PARTICULARS OF EMPLOYEE: -

None of the employees has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report pursuant to Regulation 34(2) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, amended from time to time, (Listing Regulations ) constitutes a distinct section within the Annual Report. The Audit Committee of your Company has reviewed the Management Discussion and Analysis Report of the Company for the year ended March 31, 2025. Refer Annexure - 3

32. RELATED PARTY TRANSACTIONS: -

All the related party transactions that were entered in to during the financial year were on arms length basis and were in ordinary course of business. The Company presents all related party transactions before the Audit Committee and Board specifying the nature, value, and terms and conditions of the transaction. The transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority.

During the year under review, the Company has not entered in to any contract or agreement with related parties which qualify as material.

Accordingly, the disclosure of Related Party Transaction as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable upon the Company. In line with the requirements of the Act and SEBI Listing Regulations the Company has formulated a Policy on Materiality of Related Party Transactions which is also available on the Companys website at

Your Directors draw attention of the members to notes to the financial statement which sets out related party disclosures as per Accounting Standard - 18.

33. INVESTOR EDUCATION AND PROTECTION FUND

There were no amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year.

34. LISTING OF EQUITY SHARE OF THE COMPANY:-

The Companys shares are listed on the Bombay Stock Exchange (BSE) Limited. The details of the same are mentioned below as on March 31, 2020:

Name of the Stock Exchange	Number of shares (Equity) listed on the stock exchange
BSE Limited	30,93,800

The Company has regularly paid all the listing fees to the stock exchange and custodial fees to the depositories.

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE IBC 2016:-

During the year under review no application was made, further no any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) against the company.

36. ANNUAL RETURN

A copy of Annual Return as provided under Section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Companys website and can be accessed at

37. CORPORATE GOVERNANCE: -

Your Company complies with the various provisions of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015. However, since the paid-up capital of the Company is less than the threshold limits prescribed under Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the provisions of Regulation 27 of the SEBI Listing Regulations,2015 and other Regulations related to Corporate Governance are not applicable to the Company.

38. COMPLIANCES OF SECRETARIAL STANDARDS: -

The Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and the Company complies with all the applicable provisions of the same during the year under review.

39. OTHER DISCLOSURES: -

During the financial year under review:

a) There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

b) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

40. ACKNOWLEDGEMENT: -

Your Directors take this Opportunity to thank the Customers, Shareholders, Suppliers, Bankers, Financial Institutions, Local Bodies, Executives and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant and leading player in the Textiles industry.

Date: 05 th September, 2025 By Order of the Board

Place: New Delhi For Shashank Traders Limited

Regd. Office:

702-A, Arunachal Building, 19,Barakhamba Road, Connaught Place,

New Delhi-110 001

Sd/-

Praveen jaswantRai Jain Chairman & Managing Director DIN: 01776424