Shoora Designs Ltd Directors Report

Dear Shareholders,

Your Directors are pleased to present the 4 ^th Annual Report of the Company together with Audited Financial statements and Auditors Report for the year ended on 31^st March, 2025.

1. FINANCIAL SUMMARY/HIGHLIGHTS

The financial performance of the Company for the year ended 31^st March, 2025 is summarized below: (Amount in Lakhs)

Particulars	For the year ended 31st March, 2025	For the year ended 31st March, 2024
Revenue from Operations	486.20	443.71
Other Income	3.57	0.24
Total Income	489.77	443.95
Profit/(Loss) before tax & Exceptional/extraordinary Items	3.07	1.09
Less: Exceptional/Extraordinary items	-	-
Profit/(Loss) Before Tax	3.07	1.09
Less: Tax Expense :
- Current Tax	0.74	0.36
- Deferred Tax Charge/ (Credit)	0.03	(0.04)
-Income tax of earlier year	(3.55)	4.34
Net Profit/(Loss) After Tax	5.85	(3.56)

2. STATE OF COMPANYS AFFAIRS

The Revenue of your Company for the current year was increased to Rs. 486.20/- (in Lakhs) as against Rs. 443.71/- (in Lakhs) of the previous year. Also, the Companys incurred Net Profit of Rs. 5.85/- (in Lakh) for the current year as against the Net Loss after tax of Rs. 3.56/- (in Lakh) of the previous year.

3. FURTHER PUBLIC OFFERINGS AND LISTING

During the financial year 2024-25, the Company has not made any Public Offer (including Further Public Offer) of its securities.

4. DIVIDEND

The Directors have not recommended any dividend on equity shares of the Company.

5. UNCLAIMED DIVIDEND

There is no balance lying in unpaid equity dividend account.

6. TRANSFER TO RESERVE

Company has not transferred any amount from profit to General Reserve.

7. MATERIAL CHANGES AND COMMITMENTS

There have been certain material changes in the capital structure of the Company during and after the close of the financial year:

• During the year under review, the Authorised Share Capital of the Company was increased from ?1.50 Crores to ?6.00 Crores, and the Company allotted 31,25,000 equity shares on preferential basis upon conversion of warrants issued in September, 2024, thereby increasing the paid-up equity share capital from ?1,49,86,620/- to ?4,62,36,620/-.

• Subsequent to the close of the financial year, the aforesaid equity shares were listed and admitted for trading on the Stock Exchange(s). The Company received listing approval on May 12, 2025 and trading approval on May 22, 2025, thereby completing the process of preferential issue and conversion in compliance with applicable SEBI (ICDR) Regulations and other statutory requirements.

Except as stated above, no other material changes and commitments have occurred which affect the financial position of the Company between the end of the financial year and the date of this Report.

8. DEPOSITS

The Company has not accepted or renewed any Deposit within the meaning of the Companies Act, 2013.

9. MEETINGS

(i) MEETINGS OF THE BOARD OF DIRECTORS: -

During the year under review, 7 (Seven) Meetings of the Board of Directors of the Company were held. The dates on which the said meetings were held are as follows:

1.	24-05-2024	2.	27-07-2024	3.	02-09-2024
4.	25-09-2024	5.	14-11-2024	6.	30-11-2024
7.	15-03-2025

The number of meetings attended by the Directors during year is as follows:

Sr. No. Name	Designation	No. of Meeting Entitled to attend	No. of Board Meetings Attended
1 Satish Kalubhai Kansodariya	Managing Director	7	7
2 Rajeshbhai Labhubhai Mer	Whole Time Director	7	7
3 Sejal Satish Kansodariya	Non-Executive Director	7	7
4 Jigneshbhai Mer	Independent Director	7	7
5 Dharmesh Bhankhodiya	Independent Director	7	7
6 Priti Mohata	Company Secretary	7	7

(ii) MEETINGS OF MEMBERS

During the year under review, 3^rd Annual General Meeting of the Company was held on 30^th September, 2024 and an Extra-Ordinary General meeting on 22^nd August 2024.

10. ANNUAL RETURN

Annual Return Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on the financial year ended March 31, 2025 is placed on the Company website: https://www.shooradesigns.com/pages/quarterly-results.

11. CHANGE IN NATURE OF BUSINESS

During the year, there was no change in nature of Business of the Company during the year.

12. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Sejal Satish Kansodariya, Director (DIN: 08060539), is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

Accordingly matter with respect to re-appointment is proposed in the Notice of 04^th Annual General Meeting.

Due to Resignation during the year w.e.f 24/05/2024 of Mr. Ashwin Madha Bhai Makwana as Chief Financial Officer and appointment of Mr. Paresh Labhubhai Mer, as Chief Financial Officer of the Company, the structure of Key Managerial Personnel of the Company has been changed. Which are as follows:

Sr. No. Name of KMP	Designation	Contact Details
1 Mr. Satish Kalubhai Kansodariya	Chairman & Managing Director	SHOORA DESIGNS LIMITED Address: Diamond Apartments Co-op Housing Society, LT H No. 7/3388/A, 6th floor, C/1, 601, Haththupura Char Rasta, Surat-395003, Gujarat, India Email Id: info@shooradesigns.com Telephone No.: 91 90047 46705
2 Mr. Rajeshbhai Labhubhai Mer	Whole-time Director
3 Mrs. Priti Mohata	Company Secretary and Compliance Officer
4 Mr. Paresh Labhubhai Mer	Chief Financial Officer

None of the other Directors of the Company are disqualified under Section 164 of Companies Act, 2013.

13. RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under section 188 of the Companies Act, 2013 entered by the Company during the financial year, were in ordinary course of business and at arms length basis. Details of the related party transactions made during the year are attached as “Annexure-I” in form AOC-2 for your kind perusal and information.

The company has adopted policy for Related Party Transaction and placed on the website of the Company: https://www.shooradesigns.com/cdn/shop/files/9 Related party Transaction policy.pdf

14. AUDITORS

In line with the provision of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, (including any statutory modifications or re-enactment thereof, for the time being in force), M/s. Piyush Kothari & Associates (Firm Registration No.: 140711W), Chartered Accountant, Statutory Auditor of the company have been appointed in the 2^nd Annual General Meeting held in the Financial Year 2023 for the consecutive term of 5 (Five) financial years i.e. from Financial Year 2023-24 to 2027-28 continues to hold the office as the Statutory Auditors of the Company. In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SSN & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. It is hereby confirmed that the Company has complied with the provisions of SS -1 i.e. Secretarial Standard on meetings of Board of Directors and SS - 2 i.e. Secretarial Standards on General Meetings. The Report of the Secretarial Auditor for the FY 2024 - 25 is annexed herewith as “Annexure - III”.

15. AUDITORS REPORT

The Auditors Report for the financial year ended on 31st March, 2025 forming part of the Audited Annual Accounts. During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act, 2013.

16. COMMENTS ON AUDITORS REPORT

The notes referred to in the Auditor Report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.

17. INTERNAL AUDITOR:

Upon the recommendation of the Audit Committee, the Board of Directors had appointed M/s. Keyur Shah and Associates, Practicing Chartered Accountants as the Internal Auditor for FY 2025- 26.

18. LOANS, GUARANTEES AND INVESTMENT

With reference to Section 134(3)(g) of the Companies Act, 2013, loans, guarantees and investments made under section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report. During the year under review, your Company has not made any loans, guarantees and investments which are governed by the provision of section 186 of the Companies Act, 2013.

19. DECLARATION BY INDEPENDENT DIRECTORS

Company has received declaration from all the independent directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

There has been no Change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations.

All the independent directors have enrolled with the Indian Institute of Corporate Affairs at Manesar. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on 29^th March, 2025 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

20. SHARE CAPITAL

During the year under review, the Company undertook certain significant changes in its capital structure, which are summarized below:

> The Authorised Share Capital of the Company was increased from ^1.50 Crores to ?6.00 Crores with the approval of shareholders.

> The Company had issued 31,25,000 fully convertible warrants on preferential basis to Promoter and Non-Promoter category on September 25, 2024.

> During the year, upon receipt of the balance seventy-five percent of the warrant subscription amount from the warrant holders, the warrants were converted into equity shares on March 15, 2025, consequent to which the paid-up share capital of the Company increased from ^1,49,86,620 to ^4,62,36,620.

21. COMMITTEES OF THE BOARD • Audit Committee:

The Audit Committee and the Policy are in compliance with Section 177 of the Companies Act, 2013, read along with the applicable rules thereto.

Name	Position in the Committee	Designation
JigneshbhaiValjibhai Mer	Chairman	Non-Executive Independent Director
Dharmesh Ishvarbhai Bhankhodiya	Member	Non-Executive Independent Director
Satish Kalubhai Kansodariya	Member	Managing Director

During the financial year 2024-25, Five (5) meetings of Audit Committee were held on following dates:

1.	24-05-2024	2.	27-07-2024	3.	14-11-2024
4.	30-11-2024	5.	15-03-2025

Attendance of members for the meeting of Audit Committee held during the year 2024-25 is as below:

Name	Category	No. of Meeting Attended
Jigneshbhai Valjibhai Mer	Chairman	5
Dharmesh Ishvarbhai Bhankhodiya	Member	5
Satish Kalubhai Kansodariya	Member	5

• Nomination and Remuneration Committee:

The Nomination and Remuneration Committee and the Policy are in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto.

Name	Position in the Committee	Designation
Dharmesh Ishvarbhai Bhankhodiya	Chairman	Non-Executive Independent Director
Jigneshbhai Valjibhai Mer	Member	Non-Executive Independent Director
Sejal Satish Kansodariya	Member	Non- Executive Director

During the financial year 2024-25, Three (3) meetings of Nomination and Remuneration Committee were held on following dates:

1.

27-07-2024

2.

14-11-2024

3.

15-03-2025

Attendance of members for the meeting of Nomination and Remuneration Committee held during the year 2024-25 is as below:

Name	Category	No. of Meeting Attended
Dharmesh Ishvarbhai Bhankhodiya	Chairman	3
Jigneshbhai Valjibhai Mer	Member	3
Sejal Satish Kansodariya	Member	3

• Stakeholders Relationship Committee:

Our company has stakeholders relationship committee as per the provisions of Section 178(5) of the Companies Act, 2013. The constitution of the Stakeholders Relationship Committee is as follows:

Name	Position in the Committee	Designation
Jigneshbhai Valjibhai Mer	Chairman	Non-Executive Independent Director
Dharmesh Ishvarbhai Bhankhodiya	Member	Non-Executive Independent Director
Rajeshbhai Labhubhai Mer	Member	Whole Time Director

During the financial year 2024-25, Three (3) meetings of Stakeholders Relationship Committee were held on following dates:

1.

27-07-2024

2.

14-11-2024

3.

15-03-2025

Attendance of members for the meeting of Stakeholders Relationship Committee held during the year 2024-25 is as below:

Name	Category	No. of Meeting Attended
Jigneshbhai Valjibhai Mer	Chairman	3
Dharmesh Ishvarbhai Bhankhodiya	Member	3
Rajeshbhai Labhubhai Mer	Member	3

22. REMUNERATION POLICY

Pursuant to provisions of Section 178 of the Companies Act, 2013, the Board has, on recommendation of Nomination & Remuneration Committee, formulated a 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 Companies Act, 2013

23. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors confirm that -

(i) in the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standards had been followed and no material departures have been made for the same;

(ii) appropriate accounting policies have been selected and applied and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2025 and of the profit of the Company for that period;

(iii) proper and sufficient care have 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 preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a “going concern” basis;

(v) the proper internal financial controls are laid down and are adequate and operating effectively;

(vi) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

24. INTERNAL FINANCIAL CONTROLS

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The companies act, 2013 re-emphasizes the need for an effective internal financial control system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the board report. The detailed report forms part of Independent Auditors Report.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules 2014; the Board has undertaken the CSR activities as per Rule 4 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable on the Company.

27. PARTICULARS OF EMPLOYEES

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

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as “Annexure-IF\

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The particulars required to be included in terms of Section 134(3)(m) of the Companies Act, 2013 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given below.

A. Conservation of Energy:

The Company is not engaged in any type of production. Hence, there is no extra steps taken for energy saving. However, the Company is using electricity in office and Regular steps have been taken to improve energy consumption by using LED lights in office premises. Further, during the year, your Company has not made any capital investment on energy conservation equipment. Your Company is using Electricity as source of energy only.

B. Technology Absorption:

The project of your Company has no technology absorption, hence no particulars are offered.

C. Foreign Exchange Earning and Outgo:

The foreign Exchange earnings of the company pursuant to Exports is Rs. 24.58 Lakhs and expenditure of the Company is NIL.

29. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or an Associate Company.

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

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. The objective of this policy is to provide protection against sexual harassment of women at workplace and for Redressal of any such complaints of harassment, internal complaints committee has been set up to redress the complaints, if any.

The company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. 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.

31. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company is committed to providing a safe, inclusive, and supportive workplace for all employees. During the year under review, the Company has complied with all applicable provisions of the Maternity Benefit Act, 1961. The Company continues to ensure that policies are aligned with statutory requirements and promotes the well-being of women employees.

32. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)

The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

33. MAINTENANCE OF COST RECORDS

The company is not required to maintain Cost Records as specified by Central Government under section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are not made and maintained.

34. INSURANCE

All the properties and the Insurable Interest of the company Including building and stocks wherever necessary and to the extent required have been adequately insured. The company keeps reviewing the insurance amount every year as per requirement.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, details on Management Discussion and Analysis Report are annexed as “Annexure - IV”.

37. RESEARCH & DEVELOPMENT

Research and Development is important for businesses because it provides powerful knowledge and insights, leads to improvements to existing processes where efficiency can be increased and costs reduced. It also allows businesses to develop new products and services to allow it to survive and thrive in competitive markets. The benefits of Research & Development extend into entire sectors as well as positively impacting the wider economy. A sector that invests heavily in this will develop and achieve more, including providing real-world benefits to people.

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of Company.

38. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company

lays down the guidelines and procedure to be followed and disclosures to be made while dealing with the shares of the Company. The policy has been formulated to regulate, monitor, and ensure reporting of dealings by employees. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for prevention of insider trading is available on the website of the Company.

39. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation. The vigil mechanism of the Company provides for adequate safeguards against victimization of Directors and employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases. No person has been denied access to the Chairperson of the Audit Committee. The said policy is uploaded on the website of the Company

https://www.shooradesigns.com/cdn/shop/files/12 Whistle Blower Policv.pdf.

During the year under review, the Company has not received any complaint under the whistle blower policy.

40. CORPORATE GOVERNANCE:

Since the Company is listed on BSE SME, the Company is exempt from applicability of certain regulations pertaining to ‘Corporate Governance under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

41. CAUTIONARY STATEMENT

Statements in this report and its annexures describing companys projections, expectations and hopes are forward looking. Though, these are based on reasonable assumption, their actual results may differ.

42. APPRECIATION

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the company.

43. RISK MANAGEMENT

The Company has developed and implemented a risk management policy which identifies major risks, reviews and evaluates the program to ensure adequate policies, procedures and systems are in place to execute the strategy and manage related risk. The same has also been adopted by your Board and is also subject to review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

44. OTHER DISCLOSURES

- During the under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

- During the under review, there was no instance of one-time settlement with any Banks or Financial Institutions.

45. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.

By Order of the Board of Directors
SHOORA DESIGNS LIMITED
(Formerly known as Shoora Designs Private Limited)
Satish Kalubhai Kansodariya	Rajeshbhai Labhubhai Mer
Chairman & Managing Director	Whole Time Director
DIN:08444489	DIN: 09684481
Place: Surat
Date: 02/09/2025