The Directors are pleased to present the 38^th Annual Report along with the Audited Financial
Statements of your Company for the Financial Year ended 31^st March, 2024.

The State of the Company's Affairs:

1. KEY FINANCIAL HIGHLIGHTS:

During the year under review, the Company has reported total revenue of Rs. 378.21/- (in
Lakhs) registering an increase in revenue over the previous year's total revenue of Rs. 483.72/-
(in Lakhs).

The Profit after tax for the financial year 2023-24 was Rs. 6.65/- (in Lakhs) as compared to Rs.
13.56/- (in Lakhs) of the previous year.

2. CHANGE IN THE NATURE OF BUSINESS:

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

3. DIVIDEND:

Your Directors have decided not to recommend any dividend for the Financial Year ended31^st
March, 2023.

4. TRANSFER TO RESERVES:

The Company has not transfer any sum to the General Reserve for the Financial Year under
review.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Information as per Section 134(3) (m) of the Companies Act, 2013 read with the Rule 8(3) of
the Companies (Accounts) Rules 2014 is not applicable to the Company.

6. FOREIGN EXCHANGE EARNINGS AND OUTGO:

As the Company operates at the domestic level there are no Foreign Exchange earnings in
terms of actual inflows and Foreign Exchange outgo in terms of actual outflows during the
year under review.

7. MANAGEMENT DISCUSSION AND ANALYSIS:

Industry Structure

The Indian textile Industry has been a significant contributor to the Indian economy both in
terms of its domestic share and exports and continues to play a pivotal role in India's growth
story through its contribution to industrial output, employment generation and export
earnings. The textile Industry contributes about 13% to industry output, 2.3% to the GDP. The
exports from the sector are valued at around $65 billion, amounting to 12% of India's total
exports. India is one of the few countries with a complete and integrated textile value chain
having production at each level of textile manufacturing. The textile Industry is labour
intensive and is one of the largest employers. It is second largest contributor towards

employment generation employing more than 40 million workers, after agriculture,
contributing 10% to the country's manufacturing, owing to its labour-intensive nature.

Strength and Opportunities

• Robust Demand:

Rise in income levels is expected to drive demand in textile industry.

• Competitive Advantage:

India has abundant availability of raw materials such as cotton, wool, silk and jute. It also
enjoys a comparative advantage in terms of skilled manpower and in cost of production;

• Policy Support:

100% FDI (automatic route) is allowed in the Indian Textile Sector.

• Abundant raw material availability;

• Low cost skilled labour;

• Promising export potential;

• With GST Implementation the organised sector is in the advantage.

Weakness and Threats

• Indian Textile Industry is highly Fragmented Industry;

• Competition in the domestic as well as world markets specially from China;

• Lack of Technological Development that affect the productivity and other activities in
whole value chain;

• Cost competitiveness and low margins: Due to severe recessionary trends which are
continuing in the developed countries, unit realisation of products may continue to be
under pressure;

Technological obsolescence in weaving and spinning sector;

Problems of power yet prevail: Severe power shortage in some of the states will remain a
big threat for the utilisation of the plant and equipment's due to shortage of power, the
utilisation may drop severely and hence volatility in yarn prices may continue;

• Increase in Labour wage rate;

• Increasing input costs i.e. power, finance and logistics;

• Fluctuation in Crude Oil Prices.

Management Perception of Risks and Concerns

• In today's challenging and competitive environment, strategies for mitigating inherent
risks in accomplishing the growth plans of the Company are imperative. The main risks
include strategic risk, operational risk, financial risk and compliances and legal risk. The
fast technology obsolescence, high cost of manufacturing and taxation are the major risk/
concerns of the business;

• Fluctuations in foreign exchange adversely impacted exports and long- term export orders
cannot be booked in view of the uncertainty in exchange rates also the fluctuation in
exchange rates makes it difficult to purchase machinery from abroad due to uncertainty
of the future;

• Adequate availability of raw material at the right prices is crucial for the Company.
Disruption in the supply or violent changes in the cost structure would affect the
profitability of the company;

• Government's periodical announcements for liberalised tariff concessions offered to least
developed countries like Bangladesh, Nepal, Bhutan and other countries under South
Asian Free Trade Area (SAFTA) is also an area concern.

However, the future for the textile Industry looks promising, buoyed by strong domestic
consumption as well as export demand. Free trade with Asian countries and proposed
agreements with EU Countries will also help to boost exports. Also, the west has started taken
India seriously as a potential supplier of polyester yarn apart from China. Rising government
focus and favourable policies to support the industry has led to growth in the industry.

Internal Control and Management Systems:

Your Company has an adequate internal control system. There is a system of continuous
internal audit which aims at ensuring effectiveness and efficiency of systems and operations.
Your Company has the benefit of internal control systems which have been developed over
the years and which has ensured that all transactions are satisfactorily recorded and reported
and all assets are protected against loss from unauthorised use or otherwise. The process of
Internal control and systems, statutory compliance, risk analysis and its management and
information technology are taken together to provide a meaningful support to the
management process also continuous efforts are being made to strengthen the system.

Cautionary Statement

Your Company endeavours to perform and attempt to deliver the best at all times. However,
the statements made in this report describing the Company's objectives, expectations or
predictions shall be read in conjunction with the government policies as issued and amended
from time to time, the micro as well as macroeconomic scenario prevailing at that time, global
developments and such other incidental factors that may extend beyond the control of the
Company and Management. Keeping this in view, the actual results may materially vary from
those expressed in the statement.

Human Resources

While growth and success are the prime motto of the Company, at the same time it also realizes
the importance of its human capital. Continuous efforts are made to enhance manpower
productivity through its comprehensive compensation and benefits plans for all its employees.
In order to develop a healthy environment within the organization, we have a strong
Performance Management System which ensures fairness and growth of all individuals. Our
culture reflects our core values which reinforce respect and dignity for each individual and
show work ethics for all employees.

Financial Performance

Total income earned during the year under review is INR 378.21 Lakhs as against INR 483.72
Lakhs earned in the previous year showing an increase by 105.51 %. Operating Profit (Income
from operations less direct expenses) of the Company for the current year is INR 6.86 Lakhs as
compared to INR 13.61 Lakhs in the previous year, and hence has decreased by 6.75% from
previous year.

8. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/ THE REPORT OF THE
BOARD:

The Financial statement of the Company/ Board Report has not been revised during the
financial year 2023-24 as per Section 131 of the Companies Act, 2013.

9. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments other than in the normal course of business have
occurred after the close of the financial year till the date of this Report, which affect the
financial position of the Company.

10. DETAILS OF SUBSIDIARY/ TOINT VENTURES/ASSOCIATE COMPANIES:

11. DETAILS OF NEW SUBSIDIARY/ TOINT VENTURES/ ASSOCIATE COMPANIES:

12. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ TOINT
VENTURES/ ASSOCIATE COMPANIES:

13. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate and effective control systems, commensurate with its size and
nature of business, to ensure that assets are efficiently used and the interest of the Company
is safe guarded and the transactions are authorized, recorded and reported correctly. Checks
and balances are in place to determine the accuracy and reliability of accounting data.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not made any investment, given any loans or guarantee or made
investments pursuant to Section 186 of the Companies Act, 2013 read with the Companies
(Meetings of the Board and its Powers) Rules, 2014.

15. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12
of the Companies (Management and Administration) Rules, 2014, the Annual Return of the
Company for the financial year 31^st March, 2024 is uploaded on the website of the Company
and can be accessed at

http://www.shivasuitings.com/resource/InvestorsRelations/Image/MGT-7 2023-24.pdf

16. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73(1) of the
Companies Act, 2013 and the Rules made thereunder.

17. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

The Company has not entered into any transactions with related parties in accordance with
the provisions of Section 188 of the Companies Act, 2013.

18. BOARD MEETINGS:

The Board of Directors (herein after called as "the Board") met for Six (6) times during the
Financial Year 2023-24 under review:

19. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Company's Directors and Key Managerial Personnel did not change throughout the
Financial Year 2023-2024.

20. QUALIFICATION GIVEN BY THE STATUTORY AUDITORS:

The following qualification is given by the Statutory Auditor in their report for the Financial
Year 2023-24:

The Company has not transferred following amounts which were required to be transferred
to the Investor Education and Protection Fund, the details are as under: -

21. STATUTORY AUDITORS:

On the recommendation of Board of Directors, M/s V. K. Beswal & Associates, Chartered
Accountants (ICAI Firm Registration No. 101083W) were appointed as the Statutory
Auditors of the Company at the 36^th Annual General Meeting of the Company held on Friday,
30^th September, 2022 for a period of 5 years i.e. from financial year 2022-23 to 2026-27.

The members are requested to note the eligibility of the Statutory Auditors based on the
Certificate received from them confirming that they do not attract any disqualification u/s.
141 of the Companies Act, 2013.

22. SECRETARIAL AUDITOR:

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s.
Pramod S. Shah and Associates, Practicing Company Secretaries, as a Secretarial Auditors for
conducting Secretarial Audit of the Company for the financial year ended 31^st March, 2023 of
the Company.

The Report of the Secretarial Audit is annexed herewith as Annexure - I. The Secretarial Audit
Report contains the qualifications, reservations or adverse remark(s) which calls for any
explanation from your Board of Directors.

23. DETAILS OF REMUNERATION/ COMPENSATION RECEIVED BY MANAGING
DIRECTOR FROM HOLDING/ SUBSIDIARY COMPANIES:

24. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL
PERSONNEL:

25. PARTICULARS OF REMUNERATION OF EMPLOYEES:

None of the employees of the Company is drawing remuneration in excess of the limits
prescribed under Rule (5) (2) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

26. CHANGE IN CAPITAL STRUCTURE:

There has been no change in the capital structure of the Company during the year ended 31^st
March, 2024.

27. CORPORATE SOCIAL RESPONSIBILITY:

During the year under review, the Company has not developed the policy on Corporate Social
Responsibility as the Company does not fall under the prescribed classes of Companies
mentioned under Section 135(1) of the Companies Act, 2013.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBULNALS IMPACTING THE GOING CONCERN
STATUS AND THE COMPANY'S OPERATION IN FUTURE:

There is no material or significant order passed by the regulators or courts or tribunals
impacting the going concern status and the company's operation in future.

29. STATEMENT FOR DEVELOPMENT AND IMPLEMENTATION OF RISK
MANANGEMENT POLICY U/S 134:

As per Regulation 21 of Securities and Exchange Board of India (Listing Obligation and
Disclosure Requirement) Regulations, 2015 the top 100 listed entities needs to adopt Risk
Management Policy. Therefore, the Company is not required to adopt Risk Management
Policy.

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

The Company is committed to provide safe and conducive environment to its employees
during the year under review. Your Director's further state that during the year under review,
there were no cases filed pursuant to the Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

31. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION
143(12) OF COMPANIES ACT, 2013:

There are no frauds reported by the Auditor which are required to be disclosed under Section
143(12) of Companies Act, 2013.

32. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS
UNDER SECTION 149 (6) OF THE COMPANIES ACT, 2013:

As per the provisions of Section 149(4) of the Companies Act, 2013 read with The Companies
(Appointment and Qualifications of Directors) Rules, 2014 every listed public company shall
have at least one-third of the total number of directors as independent directors.

In view of the above, your Company has duly complied with the provision by appointing
following Independent Directors:

All the above Independent Directors meets the criteria of 'independence' prescribed under
section 149(6) and have submitted declaration to the effect that they meet with the criteria of
'Independence' as required under section 149(7) of the Companies Act, 2013.

33. COMMITTEES OF BOARD:

i. Nomination and Remuneration Committee:

The 'Nomination and Remuneration Committee' consists of three Directors with two
independent directors and one Non-executive director with the Chairman being the
Independent Director, and the said constitution is in accordance with the provisions of
Section 178 of the Companies Act, 2013. The Committee acts in accordance with the Terms
of Reference as approved and adopted by the Board.

The Composition of the Committee is as under:

ii. Audit Committee:

In accordance with the provisions of Section 177 of the Companies Act, 2013 your
Company has constituted an "Audit Committee" comprising of Three directors consisting
of Two Independent directors and one executive director with the Chairman being
Independent director. The Audit Committee acts in accordance with the Terms of
Reference specified by the Board in writing.

The Composition of the Committee is as under:

Terms of reference of the Audit Committee

The functions of the Audit Committee are broadly as under:

• Recommendation for appointment, remuneration and terms of appointment of
auditors of the Company;

• Review and monitor the auditor's independence and performance, and effectiveness
of audit process;

• Examination of the financial statement and the auditors' report thereon;

• Approval or any subsequent modification of transactions of the company with related
parties;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the company, wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

• Monitoring the end use of funds raised through public offers and related matters.

iii. The Vigil Mechanism:

Your Company believes in promoting a fair, transparent, ethical and professional work
environment. The Board of Directors of the Company has established a Whistle Blower
Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013
and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for reporting the genuine concerns or grievances or
concerns of actual or suspected, fraud or violation of the Company's code of conduct. The
said Mechanism is established for directors and employees to report their concerns. The
policy provides the procedure and other details required to be known for the purpose of
reporting such grievances or concerns.

34. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT
OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

As required under section 178(2) of the Companies Act, 2013 and under Schedule IV to the
Companies Act, 2013 on code of conduct for Independent directors a Comprehensive exercise
for evaluation of the performances of every individual director, of the Board as a whole and
its Committees and of the Chairperson of the Company has been carried by your Company
during the year under review as per the evaluation criteria approved by the Board and based
on the guidelines given in schedule IV to the Companies Act, 2013.

35. COST AUDITORS AND THEIR REPORT:

As per Section 148 of the Act read with the Companies (Cost Records and Audits) Rules, 2014,
as amended and as per latest audited financial statement, the Company was not required to
maintain the Audit records and to conduct the Cost Audit during the financial year.

36. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with provisions of section 134(3)(c) and 134(5) of the Companies Act, 2013, your
Directors state the following:-

a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and
made judgements and estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the company at the end of the financial year and
of the profit and loss of the company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the company
and that such internal financial controls are adequate and were operating effectively;
and

f) the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.

37. COMPLINCE WITH APPLICABLE SECRETERIAL STANDARDS:

The company has complied with the applicable Secretarial Standards for the financial year
2023-24.

38. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with differential voting rights.

39. DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the period under review, the Company has neither made any application and nor
are any proceedings against the Company pending under the Insolvency and Bankruptcy
Code, 2016.

40. DETAILS REGARDING VALUATION REPORT:

During the year under review, your Company has not entered into any One-Time Settlement
with Bank's or Financial Institutions and therefore, no details of Valuation in this regard is
available.

41. STATEMENT REGARDING THE INTEGRITY, EXPERTISE, AND EXPERIENCE OF THE
INDEPENDENT DIRECTORS:

In the opinion of the Board, the Independent Director of the Company meets with the
requirements of integrity, expertise and experience as required by Company.

42. ACKNOWLEDGEMENT

Your Director's place on record their sincere gratitude for the assistance, guidance and co¬
operation the Company has received from all stake holders. The Board further places on
record its appreciation for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board of
SHIVA SUITINGS LIMITED

Sd/- Sd/-

Dilip Sanghai Sharad Kumar Sureka

Director Managing Director

DIN: 03495056 DIN: 00058164

Address: resident of 1801, Address: B/302 Unity Apartment,

Phoenix Tower B, S.B. Marg, SV Road, Nadiyadwala Colony No. 2,

Near Big Bazar, Lower Parel West, Malad West, Mumbai - 400064

Delisle Road, Mumbai 400013

Place: Mumbai

Date: 4^th September, 2024