Shashwat Furnishing Solutions Ltd Directors Report

To The Shareholders,

Your Directors have pleasure in presenting the 05^th (Fifth) Annual Report together with the Audited Financial Statements of your Company for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS:

The Companys financial performance for the year ended March 31, 2025 is summarized as below:

Based on Standalone Financial Statement: -

(Amount in Lakhs)

Particulars	Current Year (2024-25)	Previous Year (2023-24)
Revenue from operations	468.48	306.13
Other income (net)	0.91	1.54
Total Income	469.39	307.67
Less:
Operating & Administrative expenses	385.43	358.01
Profit/(Loss) Before Depreciation, Interest & Tax	83.96	(50.34)
Less:
Depreciation and amortization expense	24.99	23.44
Finance costs	18.30	16.69
Profit/(Loss) before exceptional item and tax	40.67	(90.47)
Exceptional item	-	-
Profit/(Loss) before tax (PBT)	40.67	(90.47)
Tax expense (Deferred Tax Charge)	5.16	1.97
Profit/(Loss) after tax for the year (PAT)	35.50	(92.44)

Based on Consolidated Financial Statement:

Particulars	Current Year (2024-25)	Previous Year (2023-24)
Revenue from operations	1351.51	-
Other income (net)	13.49	-
Total Income	1365.01	-
Less:
Operating & Administrative expenses	1257.81	-
Profit/(Loss) Before Depreciation, Interest &	107.20	-
Tax
Less:
Depreciation and amortization expense	24.99	-
Finance costs	18.30	-
Profit/(Loss) before exceptional item and tax	63.90	-
Exceptional item	-	-
Profit/(Loss) before tax (PBT)	63.90	-
Tax expense (Deferred Tax Charge)	10.02	-
Profit/(Loss) after tax for the year (PAT)	53.87	-

*Note: This is the first for the company to present Consolidated Financials. Thus, Comparison cannot be made

2. OPERATION & REVIEW:

On Standalone Basis: Revenue from the operations of your Company for the year 2024-25 was Rs. 468.48 Lakhs as against Rs. 306.13 Lakhs in the previous year. Profit/(Loss) before Depreciation Interest & Tax for the current year was Rs. 83.96 Lakhs against Rs. (50.34) Lakhs in the previous year. Profit/(Loss) after tax for the current year at Rs. 35.50 Lakhs against Rs. (92.43) Lakhs in the previous year. Detailed report on operations of and structure of Business of the Company has been included in Management Discussion and Analysis Report, which forms part of this Annual Report.

On Consolidated Basis: Revenue from the operations of your Company for the year 2024-25 was Rs. 1351.51 Lakhs. Profit/(Loss) before Depreciation Interest & Tax for the current year was Rs. 107.20 Lakhs. Profit/(Loss) after tax for the current year at Rs. 53.87 Lakhs. Detailed report on operations of and structure of Business of the Company has been included in Management Discussion and Analysis Report, which forms part of this Annual Report.

3. SHARE CAPITAL

As on 31 March, 2025, The Authorized Capital of the Company was Rs.500 Lakhs (Rupees Five crores only) consisting of 50.00 Lakhs (Fifty Lakh) equity shares of Rs.10 each and the Issued and Paid-up Capital of the Company was 208.80 Lakhs (Rupees two crore eight lakh eighty thousand only) consisting of 20,88,000 (Twenty lakh eighty-eight thousand) equity shares of Rs.10 each.

4. DIVIDEND

The Board thinks that the profits should be retained for the expansion of the Company, which is in pipeline for more growth and value addition to the company and forming a strong business base so that revenue flows from many channels and hence the Directors of your Company do not recommend any dividend for FY 2024-25.

5. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the period under review, there is no unpaid/unclaimed dividend which is required to transfer in IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

6. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserves during the reporting period.

7. DEPOSITS FROM PUBLIC

During the financial year, the Company has not accepted deposits from the public falling within the ambit of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and hence no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

8. CHANGE IN NATURE OF THE BUSINESS

There was no change in the nature of business of the Company during the year under review.

9. MATERIAL CHANGES AND COMMITMENTS

There is no material change 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.

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

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are provided hereunder:

PARTICULARS	REMARKS
A) CONSERVATION OF ENERGY:
• the steps taken or impact on conservation of energy;	The Corporation continues to emphasize efficient use of electricity across its office and factory operations. Efforts are being made towards conservation and optimum utilization of energy by adopting energy- efficient practices and equipment. During the year, the Company has taken steps to reduce power consumption by installing energy-rated appliances and promoting responsible usage across all levels. The focus remains on minimizing energy wastage and enhancing operational efficiency through sustainable measures.
• the steps taken by the company for utilizing alternate sources of energy;
• the capital investment on energy conservation equipments;
B) TECHNOLOGY ABSORPTION:
• the efforts made towards technology absorption;	NIL
• the benefits derived like product improvement, cost reduction, product development or import substitution;	NIL
• in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported;	NIL
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not applicable since 5 years period is over
• the expenditure incurred on Research and Development	During the financial year, the Company has not spent any amount towards research & development activity.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO
• The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows	Nil

11. SUBSIDIARY COMPANIES:

During the year under review, Dhruvanshi Agrotech Private Limited became a subsidiary of the Company. The Company holds 80% of the equity share capital of Dhruvanshi Agrotech Private Limited as on March 31, 2025. The subsidiary company is primarily engaged in importing, exporting, trading, and dealing in agro based products. The inclusion of this subsidiary is expected to complement and strengthen the business operations of Shashwat Furnishing Solutions Limited. The performance of the subsidiary company has been satisfactory and is expected to contribute positively to the growth of the Company in the coming years._Details regarding subsidiary of the Company has been shown in Annexure-I to this report.

Apart from this, there are no other subsidiaries, joint venture companies or associate companies of the Company as on the date of closure of the financial year. Accordingly, the reporting on the performance and financial position is applicable only in respect of the said subsidiary company.

12. RISK MANAGEMENT

As a global enterprise, the company is exposed to a range of external as well as internal risks that have a significant impact on its performance. In order to efficiently manage such risk, the Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Our robust internal control system, for minimizing the risk, propels our culture of informed and responsible risk handling for attaining the organizational objectives with optimum utilization of resources.

13. TRANSACTIONS WITH RELATED PARTIES

All the Related Party Transactions entered into are in the ordinary course of business and at arms‘ length and are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. Further, the disclosure of transactions with related party for the year, as per applicable Accounting Standards is given in Notes forming part of Financial Statement for the year ended on March 31, 2025.

The detail disclosure of these transactions in Form AOC-2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as "Annexure II" to this Report.

14. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, guarantee and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements for the Financial Year ended on March 31, 2025.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors

The Board comprises highly experienced persons of repute and eminence. The Board composition is in conformity with the applicable provisions of the Act and the Listing Regulations, as amended from time to time. As on date of this Annual Report, the Board of the Company comprises of Six (06) Directors; One Managing Director, two Whole-Time Directors and remaining three being Independent Directors. As on the date of this report, the Board of the company constitutes of the following directors:

S.No Name of Director	DIN Number	Designation
1. Mr. Hitesh Karnawat	09097273	Chairman and Managing Director
2. Mr. Lalit Ghewarchand Karnawat	09097274	Whole-Time Director
3. Mrs. Mayuri Karnawat	09276591	Whole-Time Director
4. Mr. Adesh Bhansali	09298681	Independent Director
5. Mr. Neelabh Gotecha	09298749	Independent Director
6. Mr. Praveen Kumar Bokariya	08028204	Independent Director

During the year under review, no changes occurred on the Board of the company.

Change in Designation

During the year under review, there was no change in designation of any Director of the Company.

Key Managerial Personnel

During the year under review in terms of Section 203 of the Act, the Company has the following Key Managerial Personnel:

• Mr. Hitesh Karnawat - Managing Director ,

• Mr. Lalit Ghewarchand Karnawat- Whole-Time Director,

• Mrs. Mayuri Karnawat -Whole-Time Director & Chief Financial Officer

• Mrs. Monika Gandhi- Company Secretary and Compliance officer (appointed w.e.f 23/07/2024)

During the year under review, Mrs. Ratika Khandelwal resigned from the position of Company Secretary & Compliance Officer of the Company. The Board placed on record its sincere appreciation for her valuable contribution during her tenure. Subsequently, Mrs. Monika Gandhi was appointed as the Company Secretary & Compliance Officer of the Company. Apart from the above, there were no other changes in the Key Managerial Personnel of the Company during the financial year.

i. Retire by Rotation- Mrs. Mayuri Karnawat

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of the directors of the company are liable to retire by rotation, and if eligible, they can offer themselves for the re-appointment. In this Annual General Meeting Mrs. Mayuri Karnawat (DIN: 09276591), Whole-Time Director of the Company is liable to retire by rotation and being eligible to offer herself for re-appointment.

ii. Nomination and Remuneration Policy

The policy on nomination and remuneration of Directors, Key Managerial Personnel and other employees has been formulated in terms of the provision of The Companies act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in order to pay equitable remuneration to the Directors, Key Managerial Personnel and employees of the Company and to harmonize the aspiration of human resources consistent with the goals of the Company.

The Remuneration Policy has been updated on the website of the Company at https://handicraftsvillage.com

iii. Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the ‘Criteria of Independence as specified under Section 149(6) of the Act and the Rules made thereunder and applicable provisions of Regulation 16(1)(b) of the Listing Regulations and are independent of the management.

iv. Certificate of Practicing Company Secretary

The Company has obtained a certificate from Puneet Sahtani, Practicing Company Secretary, Jodhpur 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.

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("SEBI Listing Regulations") The Board has adopted a process for evaluating its performance and effectiveness as well as that of its Committees and carried out an annual evaluation of its own performance, Board Committees and the Directors individually.

The Board and the Nomination & Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria and framework adopted by the Board. The evaluation criteria included various aspects such as, functionality of Board, compositions, process & procedures including adequate & timely information, attendance, delegation of responsibility, decision making, roles & responsibility including monitoring, benchmarking, feedback relationship with the stakeholders and as provided by the Guidance Note on Board Evaluation issued by SEBI dated January 05, 2017.

In a separate meeting of the Independent Directors, performance of the Non-Independent Directors, the Board as a whole and the Chairman was also evaluated, on the basis of pre-set criterion.

During the year, Board Evaluation cycle was completed by the Company internally which included the Evaluation of the Board as whole, Board Committees and Peer Evaluation of the Directors. The Board was satisfied with the contribution of directors, in their respective capacities and as a team.

17. MEETING OF BOARD OF DIRECTORS AND COMPLIANCE TO SECRETARIAL STANDARD

The Board of Directors of the Company met Five (5) times during the year i.e. on 27.05.2024, 23.07.2024, 05.09.2024, 13.11.2024 and 10.03.2025. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. The Company has complied with the provisions of Secretarial Standard 1 (relating to meetings of the Board of Directors) and Secretarial Standard 2 (relating to General meetings) during the year.

Attendance of Directors during the Board Meeting

Name of Director	No. of meeting attended	No. of meeting entitled to attend
1. Mr. Hitesh Karnawat	5	5
2. Mr. Lalit Ghewarchand Karnawat	5	5
3. Mrs. Mayuri Karnawat	5	5
4. Mr. Adesh Bhansali	5	5
5. Mr. Neelabh Gotecha	5	5
6. Mr. Praveen Kumar Bokariya	5	5

18. GENERAL MEETING

During the period under review, the Annual general meeting of the company was held on 30^th September, 2024.

19. BOARD COMMITTEES

With a view to have more focused attention on business and for better governance and accountability, the Board has the following mandatory committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. Meetings of each of these Committees are convened by the respective Chairman of the Committee. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. Following are the details of Board Committees;

1. Audit Committee

Our Company has constituted an Audit Committee ("Audit Committee"), vide Board Resolution dated September 08, 2021, as per the applicable provisions of the Section 177 of the Companies Act, 2013 and also to comply with Regulation 18 of SEBI Listing Regulations, 2015 applicable upon listing of the Companys Equity shares on SME platform of BSE, the constituted Audit Committee comprises following members:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Adesh Bhansali	Chairman	Non-Executive Independent Director
Mr. Praveen Kumar Bokariya	Member	Non-Executive Independent Director
Mr. Hitesh Karnawat	Member	Chairman cum Managing Director

The Company Secretary of our Company shall act as a Secretary to the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to answer shareholder queries.

The powers, roles and terms of reference of the committee are in compliance with the Section 177 of the Companies Act, 2013 and rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable.

2. Stakeholders Relationship Committee

Our Company has formed the Stakeholders Relationship Committee as per Regulation 20 of SEBI Listing Regulations, 2015 as amended vide Resolution dated September 08, 2021. The constituted Stakeholders Relationship Committee comprises the following:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Praveen Kumar Bokariya	Chairman	Non-Executive Independent Director
Mr. Neelabh Gotecha	Member	Non-Executive Independent Director
Mr. Mayuri Karnawat	Member	Whole- Time Director

The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee.

The roles and terms of reference of the committee are in compliance with the Section 178 of the Companies Act, 2013 and rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable.

3. Nomination and Remuneration Committee

Our Company has formed the Nomination and Remuneration Committee as per Regulation 19 of SEBI Listing Regulations, 2015 as amended vide Resolution dated September 08, 2021. The Nomination and Remuneration Committee comprise the following:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Neelabh Gotecha	Chairman	Non-Executive Independent Director
Mr. Adesh Bhansali	Member	Non-Executive Independent Director
Mr. Praveen Kumar Bokariya	Member	Non-Executive Independent Director

The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee.

The roles and terms of reference of the committee are in compliance with the Section 178 of the Companies Act, 2013 and rules made there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable.

20. EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134(3) read with Section 92(3) of the Companies Act, 2013, the Annual Return as on March 31, 2025 is available on website of the Company and can be viewed www .handicraftsvillage.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards report.

21. DIRECTORS RESPONSIBILITY & SUSTAINABILITY STATEMENT

As required by Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm:

(i) in the preparation of the annual financial statements, applicable accounting standards have been followed and there are no material departures from the said standards;

(ii) such accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as 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 year ended on that date;

(iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities;

(iv) the annual financial statements have been prepared on a going concern basis;

(v) proper internal financial controls are in place and are adequate and are operating effectively; and

(vi) the systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

22. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof), the company has reappointed M/s. A Y and Company, Chartered Accountants, as the Statutory Auditors of the Company for a period of 5 years, to hold office from the conclusion of 2^nd Annual General meeting until the conclusion of the 7th Annual General Meeting of the Company to be held for the financial year to be ended on March 31, 2027.

The reports given by the Statutory Auditor on the financial statement of the Company are forming part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditor in their Report for the financial year ended March 31, 2025.

23. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Puneet Sahtani, Company Secretary in practice to undertake the Secretarial Audit of the Company for the year under review. The Board has duly reviewed the Secretarial Auditors Report and the comments, appearing in the report are self-explanatory and do not call for any further explanation by the Board of Directors as provided under section 134 of the Act. The Secretarial Audit Report is annexed herewith as "Annexure-IV".

24. INTERNAL AUDITORS

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, M/s. Singhvi Mehta and Associates, Chartered Accountants, have been appointed as an Internal Auditors of the Company for Financial Year 2024-25. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of works includes, Review of the accuracy and reliability of the Corporation accounting records and financial reports, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths, opportunities for cost saving and recommending company for improving cost efficiencies.

25. REPORT ON CORPORATE GOVERNANCE

Our company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization.

Our Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, company is not filing Corporate Governance Report to stock exchange quarterly and not providing the Corporate Governance Report as the part of this Annual Report.

26. MANAGEMENT AND DISCUSSION ANALYSIS REPORT:

A Separate report on Management Discussion and Analysis Report as required under clause 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been presented in a separate section forming part of this Annual Report.

27. VIGIL MECHANISM /WHISTLE BLOWER POLICY

As per the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Regulation 22 of Securities and Exchange Board Of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a Whistle Blower Policy with a view to provide vigil mechanism to Directors, employees and other stakeholders to disclose instances of wrong doing in the workplace and report instances of unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The Whistle Blower Policy also states that this mechanism should also provide for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Policy is available on the Companys website at www.handicraftsvillage.com.

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

Your Company has zero tolerance towards any action on the part of any of its officials, which may fall under the ambit of "Sexual Harassment" at workplace. Pursuant to the provisions of Section 21 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition, Redressal) Act, 2013, the Company formulated a Policy on Prevention of Sexual Harassment at Workplace. All employees (permanent, contractual, temporary, trainees, etc) are covered under this policy. An Internal Complaints Committee (ICC) was constituted which is responsible for redressal of complaints related to sexual harassment at the workplace.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, the Internal Complaints Committee of the Company has not received any complaint of Sexual Harassment during the year under review and no complaint was pending as of 31st March, 2025.

Pursuant to the said Act, the details regarding the number of complaints received, disposed and pending during the FY 2024-25, pertaining to incidents under the above framework/ law are as follows:

Particulars	Numbers
Number of complaints pending at the beginning of the financial year	Nil
Number of complaints received during the financial year	Nil
Number of complaints disposed off during the financial year	Nil
Number of complaints those remaining unresolved at the end of the financial year	Nil

29. BUSINESS RESPONSIBILITY AND SUSTAINBILITY REPORT

As stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is not applicable to your company.

30. EQUAL EMPLOYMENT OPPORTUNITIES

Being an equal opportunity employer, the company will do its utmost to ensure that all of its employees are treated fairly during the period of their employment irrespective of their race, religion, sex (including pregnancy), color, creed, age, national origin, physical or mental disability, citizenship status, ancestry, marital status, veteran status, political affiliation, or any other factor protected by law. All decisions regarding employment will be taken based on merit and business needs only.

31. POLICY ON CODE OF CONDUCT AND ETHICS

Being a SME listed Company exemption has been provided to the Company from formulating of Code of Conduct for Board of Directors and Senior Management Personnel. However, Board of Directors has formulated and adopted Code of Business Conduct Ethics for Director & Senior Management Executive policy. As an organization your Company places a great importance in the way business is conducted and the way each employee performs his/her duties. Your Company encourages transparency in all its operations, responsibility for delivery of results, accountability for the outcomes of our actions, participation in ethical business practices and being responsive to the needs of our people and society. Towards this end, your Company has laid down a Code of conduct applicable to all the employees of your Company and conducted various awareness sessions across the Company. The Code provides for the matters related to governance, compliance, ethics and other matters. In this regard certificate from Managing Director as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure - V.

The detailed Code of Business Conduct Ethics for Director & Senior Management Executive policy available on below link: www.handicraftsvillage.com,

32. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

Your Company doesnt fall within the scope of Section 148(1) of the Companies Act, 2013 and hence does not require to maintain cost records as specified by the Central Government.

33. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The provisions of Section 135 of the Companies Act, 2013 are not applicable to your Company. However, the Company constantly strives to ensure strong corporate culture which emphasizes on integrating CSR values with business objectives.

34. MD AND CFO CERTIFICATION

In terms of Regulation 17(8) of the Listing Regulations, the Managing Director and CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2024-25. The certificate received is attached herewith as per Annexure - VI.

35. LISTING FEES

The Company affirms that the annual listing fees for the year 2025-26 to the BSE Limited (BSE SME) has been duly paid.

36. HUMAN RESOURCE DEVELOPMENT

The Company sees its employees as critical to the future and believes that every employee needs to possess apart from competence, capacity and capabilities, sustainable values, current and contemporary which would make them useful and relevant and competitive in managing the change constructively for overall growth of the organization. To this end the companys approach and efforts are directed towards creating a congenial work atmosphere for individual growth, creativity and greater dedicated participation in organizational development. The Company believes that the success of an organization largely depends on the quality of its workforce. Employee relations remained cordial and peaceful throughout the year.

37. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure VII to this Report..

38. REPORTING OF FRAUDS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor 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 boards report.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THEGOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the Company future operations.

40. DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS) RULES 2014

During the period under review the company has accepted unsecured loan from its director (s), the particulars of loan from director(s) are provided in the notes to financial statement of the company for the Financial year ended 31 March, 2025.

41. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company hereby affirms that during the year under review the Company has complied with all the applicable mandatory secretarial standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India. The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

42. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of conduct for prevention of Insider Trading ("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations). The Code is applicable to Promoters and Promoters Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company and connected persons. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations. The copy of the same is available on the website of the Company at the www.handicraftsvillage.com,

43. INVESTOR GRIEVANCE REDRESSAL

As per regulation 13 of SEBI (Listing Obligation & disclosure Requirements), Regulations 2015 the number of complaints received and resolved to the satisfaction of investors during the year under review. There were no pending complaint as on 31^st March 2025, as per the certificate given by RTA.

44. INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Board has adopted policies and procedure for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

During the year no reportable material weakness in the design or operation were observed.

45. ‘THINK GREEN, GO GREEN INITIATIVE

The Companies Act, 2013 permits companies to send documents like Notice of Annual General Meeting, Annual Report and other documents through electronic means to its members at their registered email addresses, besides sending the same in physical form.

As a responsible Corporate Citizen, the Company has actively supported the implementation of ‘Green Initiative of Ministry of Corporate Affairs (MCA) and effected electronic delivery of Notices and Annual Reports to those shareholders whose email ids were already registered with the respective Depository Participants (DPs) and who have not opted for receiving such documents in physical form.

Members, who have not registered their e-mail addresses so far, are requested to register their e-mail address with the Registrar and Share Transfer agent (R&TA) of the Company/Depository participant (DP) of respective member and take part in the Green Initiative of the Company, for receiving electronic communications and support the "THINK GREEN, GO GREEN" initiative.

Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is providing e-voting facility to all members to enable them to cast their votes electronically in respect of resolutions set forth in the Notice of Annual General Meeting (AGM). The detailed instructions for e-voting are provided in the Notice of AGM.

46. CAUTIONARY NOTE

Statements in this Boards Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys principle markets, changes in Government regulations, Tax regimes, economic developments in the Country and other ancillary factors.

47. OTHER DISCLOSURES

The Board state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

b) As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme;

c) As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option;

d) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

e) There was no revision of financial statements and Boards Report of the Company during the year under review.

f) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

g) Since the Company has not formulated any scheme of provision of money for purchase of own shares by employees or by trustee for the benefits of employees in terms of Section 67(3) of the Act, no disclosures are required to be made;

h) The Company was in compliance of the applicable provisions relating to the Maternity Benefit Act 1961.

48. ACKNOWLEDGEMENT

The Directors would like to express their appreciation and thank the Government of India and concerned Government departments and agencies for the continued help and cooperation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. clients, members, vendors, banks and other business partners for the excellent support received from them during the year and look forward to their continued support in future. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company

	For and on behalf of the Board
	Shashwat Furnishing Solutions Limited
	Sd/-
	Hitesh Karnawat
	Chairman & Managing Director
	DIN - 09097273
Date: September 06, 2025
Place: Jodhpur, Rajasthan