Your Directors have immense pleasure in presenting the Thirty-Fifth (35th) Annual Report of your Company together with the Audited Financial Statements for the financial year 2023-2024 ended 31st March, 2024.

1. FINANCIAL PERFORMANCE :

a. FINANCIAL SUMMARY AND HIGHLIGHTS:-

Key highlights of the financial results of your Company prepared as per the Indian Accounting Standards ("Ind AS") for the financial year ended March 31,2024 are as under:

(Amount in Lakhs)

The financial performance of the Company for the year 2023-2024 ended on 31st March, 2024 is summarized below (Rs. In lacs):

• During the current financial year 2023-2024 ended 31st March 2024, the Company's total Revenue from operation is Rs. 1727.41 /- as against Rs. 520.44/- in the corresponding previous financial year 2022-2023 ended 31st March 2023.

• Income from other sources is Rs. 149.97/- as against Rs. 120.30/- in the corresponding Previous financial year 20222023 ended 31st March 2023.

• The Profit after tax (PAT) for the financial year 2023-2024 ended 31st March 2024 is Rs. 639.15/- as against Profit of

Rs. 71.01 /- of the corresponding previous financial year 2022-2023 ended 31st March 2023.

• The Total Comprehensive Income for the financial year 2023-2024 ended 31st March 2024 is Rs. 1595.96/- as against Total Comprehensive Income of Rs. 376.84/- of the corresponding previous financial year 2022-2023 ended 31st March 2023.

• Earnings per share as on 31st March 2024 is Rs. 2.70/- vis a vis Rs. 1.86 /- as on 31st March 2023.

b. TRANSFER TO RESERVES:-

As per financials, the net movement in the Reserves of the Company as at 31st March 2024 (Financial year 2023-2024):

The Members are advised to refer the Note No. 17 as given in the financial statements which forms the part of the Annual Report for detailed information.

c. DIVIDEND:-

During the Financial Year 2023-2024 under review, the Board of Directors of your Company has at its Meeting held on 02nd November 2023 declared an Interim Dividend @ 10% i.e. RS. 0.50/- Paisa (Fifty Paisa Only) per Equity Share of face value of Rs. 05/- each fully paid-up for the current financial year 2023-2024 ended 31st March 2024 which was paid to the members, whose names appeared on the Register of Members of the Company on 17th November 2023;. The Gross interim dividend payout, was Rs. 121.91 Lakhs.

Your Directors recommended a final dividend @ 15% i.e. Rs. 0.75 Paisa/- (Seventy five paisa Only) per Equity Share of face value of Rs.05/- each to be appropriated from the profits of the year 2023-2024 subject to the approval of the shareholders (members) at the ensuing Thirty Fifth (35th) Annual General Meeting and will be paid to those members whose names appear on the Register of Members on Friday, 05th July 2024 ("Record Date"). Our Company has formal dividend distribution policy and the said dividend pay-out is in compliance with the applicable Secretarial Standard -3 (SS-3) on Dividend issued by the Institute of Company Secretaries of India and the Policy can be accessed at: https://shradhaaitechnologies.com/investor-info

d. CHANGES IN CAPITAL AND DEBT STRUCTURE :

During the financial year 2023-2024 under review, the Company has made changes in the capital structure of the Company. The members of the Company in their Extra-Ordinary General Meeting held on 09th September 2023, approved the Sub-division of Share Capital of the Company, accordingly, the Share Capital of the Company, was sub-divided from One [01] Equity Share of face value of Rs.10/- (Ten) each fully paid up into Two [02] Equity Shares of face value of Rs.5/- (Five) each fully paid up. The revised capital Structure of the Company is as follows:-

i. Disclosure Under Section 43(A)(ii) Of The Companies Act, 2013 :-

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is included in the report.

ii. Disclosure Under Section 54(1)(D) Of The Companies Act, 2013 :-

The Company has not issued any sweat equity shares during the year under review and hence the provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 are not applicable.

iii. Disclosure Under Section 62(1)(B) Of The Companies Act, 2013 :-

The Company does not have any Employees Stock Option Scheme and hence the provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 are not applicable.

iv. Disclosure under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

v. Transfer To Investor Education And Protection Fund (IEPF) :

Pursuant to the provisions of Sections 124, 125 and other applicable provisions, if any, of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (hereinafter referred to as 'IEPF Rules'), all the unpaid and unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund ('the IEPF') established by the Government of India, after the completion of Seven Years.

However, there was no amount liable or due to be transferred to Investor Education and Protection Fund during the financial year 2023-2024 ended 31st March 2024.

• CHANGES IN DEBT STRUCTURE :-

Debentures / Bonds / Warrants or Any Non-Convertible Securities:

During the year under review, the Company has not issued any debentures, bonds, warrants or any non-convertible

securities. As on date, the Company does not have any outstanding debentures, bonds warrants or any nonconvertible securities.

• CREDIT RATING OF SECURITIES :

During the financial year 2023-2024 under review the Company has not taken or issued any unsupported bank borrowings or plain vanilla bonds or any debt instruments and neither has obtained any credit rating from credit rating agencies.

e. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS :

Reference may be made to Note No. 12 of the Financial Statements for loans to Bodies Corporate. As regards details of Investments in Bodies Corporate are given in Note No. 5 of the Standalone Financial Statements.

f. DETAILS OF DEPOSITS :

During the financial year 2023-2024 ended 31st March 2024 under review, the Company has neither invited nor accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (as amended). As such, no specific details prescribed in Rule 8(1) of the Companies (Accounts) Rules, 2014 (as amended) are required to be given or provided.

2. BUSINESS AND OPERATIONS:

i. State Of The Company's Affairs :-

In the financial year 2023-24, Shradha AI Technologies Limited embarked on a new chapter in its growth trajectory with our successful direct listing on the Main Board of BSE. This strategic move has not only enhanced our visibility in the marketplace but also strengthened our capital base, enabling us to further our expansion and innovate within our core business segments.

Segment 1- Wholesale Trading of Hardware

Our hardware trading segment has continued to show robust performance this year. We have successfully expanded our product range and penetrated new geographic markets. Key partnerships with reliable suppliers have been instrumental in ensuring product quality and consistency, vital for customer satisfaction and retention. Despite volatile market conditions, we have managed to sustain a steady growth in sales volume, attributed to our dynamic pricing strategy and exceptional service delivery.

Segment 2- Development and Maintenance of Software

The software segment has been pivotal in our transformation towards integrating more technology-driven solutions across our operations. Our focus has been on developing customized solutions for small to medium enterprises (SMEs), a niche that presents considerable growth opportunities. Our maintenance and customer support services have also expanded, driven by our commitment to ensuring high client satisfaction and retention rates. The development team has been strengthened with the addition of skilled personnel, aimed at boosting our innovation capabilities and speeding up the deployment of new software updates and features. Discussion on state of Company's affairs has been covered in the Management Discussion and Analysis Report.

ii. Change In The Nature Of Business :-

There is no change in the nature of business during the financial year 2023-24.

iii. Material Changes And Commitments, If Any, Affecting The Financial Position Of The Company Having Occurred Since The End Of The Year And Till The Date Of The Report :-

There have been no material changes and commitments, since the closure of the Financial Year ended 31st

March 2024 up to the date of this Report that would affect your Company's financial position.

iv. Details Of Revision Of Financial Statement Or The Board's Report:-

There is no occasion whereby the Company has either revised or required to revise the Financial Statements or the Board's Report of the Company in respect of any of the three preceding financial years either voluntarily or pursuant to the order of any judicial authority. As such, no specific details are required to be given or provided.

3. GOVERNANCE AND ETHICS :

• Corporate Governance:

Your Company embeds sound Corporate Governance practices and constantly strives to adopt emerging best practices. It has always been the Company's endeavour to excel through better Corporate Governance and fair and transparent practices. A Report on Corporate Governance forms part of this Report.

A Certificate from CS Riddhita Agrawal, Practicing Company Secretary, conforming compliance to the conditions of Corporate Governance as stipulated under Regulation 27 and 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report.

• Board's Composition and Independence

The Board of the Company is duly constituted. None of the directors of the Company is disqualified under the provisions of the Act or the Listing Regulations. The Board of Directors of your Company comprises of Six (6) Directors out of which One (1) is Executive Director, One (1) Non-Executive and Non-Independent Director and Four (4) are Non-Executive and Independent Directors as on 31st March, 2024.

The Board at its meeting held on 13th October, 2023 had appointed Mr. Vineet Ladhania (DIN: 08113413) as an Additional Director in the category of Independent Director of the Company with effect from 13th October, 2023 upon recommendation of the Nomination and Remuneration Committee. Further, the shareholders of the Company had approved the appointment of Mr. Vineet Ladhania (DIN: 08113413) as an Independent Director at the extra Ordinary General Meeting held on 06th November 2023.

The Shareholders of the Company had approved the re-appointment of Mr. Ajay Kumar Gandhi (DIN: 09516767) as an Independent Director for the second term of consecutive One (01) year, i. e from the conclusion of 07th November 2023 up to 06th November, 2024 and reappointment of Ms. Anjana Tolani (DIN: 09794298) as an Independent Director for the second term consecutive One (01) year, i. .e from the conclusion of 18th November 2023 up to 17th November, 2024.

During the FY 2023-24, Mr. Swapnil Shivkumar Agrawal (DIN: 01709908), ceased to be an Independent Director of the Company w.e.f 06th November, 2023 upon completion of his tenure.

In accordance with the provisions of the Act and Articles of Association of the Company, Mrs. Archana Bhole (DIN: 06737829), Non-Executive, Non Independent Director, retires by rotation and being eligible, offers herself for reappointment at the ensuing AGM. Her appointment is placed for approval of the members and forms part of the notice of the 35th AGM. The information about the Director seeking re-appointment as per Secretarial Standards on General Meetings and Regulation 36(3) of the Listing Regulations has been given in the notice convening the 35th AGM.

The changes in the composition in the Board of the Company briefly explained in the Corporate Governance Report of the Company. The present composition of the Board of Directors and Key Managerial Personnel is as follows:

The Dresent composition of the Board of Directors and Kev Managerial Personnel is as follows:

• Disqualifications of Directors:-

During the financial year 2023-2024 under review, the Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and accordingly the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014. The Board noted the same. The Company in conformity of compliance with the conditions as stipulated under Listing Regulations and Non-disqualification of Directors has obtain a certificate from CS Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS 10054 & Certificate of Practice No. 12917), that none of the Directors of your Company is disqualified and is annexed to the Corporate Governance Report of the Company.

• Independent Directors:-

During the year under review, pursuant to the recommendation of the Nomination and Remuneration Committee, the Board approved appointment of Mr Vineet Ladhania (DIN: 08113413) w.e.f. 13th October 2023 and re-appointment of Mr. Ajay Kumar Gandhi (DIN 09516767) and Ms. Anjana Tolani (DIN 09794298) for a period of One (01) year w.e.f. 07th November 2023 and 18th November 2023 respectively. Mr. Swapnil Shivkumar Agrawal, (DIN - 01709908) ceased to be as an Independent Director of the Company due to expiration of his term.

Further, the said appointments/ re-appointments was approved by shareholders of the Company vide special resolutions at an extra ordinary general meeting of the Company which was held on dated 06th November 2023.

• Declaration By Independent Directors And Statement On Compliance Of Code Of Conduct:-

The Company has received declarations from the Independent Directors of the Company, to the effect that they

(i) meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ["Listing Regulations"] and also, duly complied with Code of Conduct prescribed in Schedule IV to the Act; (ii) was or is not disqualified from being appointed and/or continued to act, as a Director of the Company in terms of the provisions of Section 164 of the Companies Act, 2013; and (iii) was or is not debarred from holding the office of a Director pursuant to any order of the SEBI or such other authority.

The Board has laid down a Code of Conduct and Ethics for the Board Members and Senior Management Personnel of the Company. All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for financial year 2023-2024.

• Board Meetings:-

During the Financial Year 2023-2024, the Board of Directors met Nine (9) times i.e., on (1) 15th April 2023, (2) 15th May 2023, (3) 24th July 2023, (4) 11th August 2023, (5) 21st August 2023 (6) 11th September 2023 (7) 13th October 2023 (8) 02nd November 2023 and (9) 24th January 2024. The maximum gap between any two consecutive meetings was less than one hundred and twenty days, as stipulated under Section 173(1) of the Act, and Regulation 17(2) of the Listing Regulations and the Secretarial Standard by the Institute of Company Secretaries of India. The details of which are given in the Corporate Governance Report.

• Committees of the Board:-

The Board has in place the Committee(s) as mandated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are currently three Committees of the Board, namely:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders' Relationship Committee

4) Corporate Social Responsibility Committee

Details of terms of reference of the Committees, Committee membership changes, and attendance of Directors at meetings of the Committees are provided in the Corporate Governance report, which forms part and parcel of this Report. In addition, the Board constitutes other committees to perform specific roles and responsibilities as may be specified by the Board from time to time.

• Company's Policy On Director's Appointment And Remuneration :-

In terms of Section 178 of the Act and Regulation 19 of the Listing Regulations, the Board of your Company, on recommendation of the Nomination and Remuneration Committee ('NRC'), had adopted a "Remuneration Policy for Directors, Key Managerial Personal ('KMP') and other employees" ('Remuneration Policy').

The Company's Remuneration Policy is directed towards designing remuneration so as to attract, retain, and reward talent who will contribute to long term success of the Company and build value for its shareholders. The said policies are made available on the Company's website, which can be accessed using the link https://shradhaaitechnologies.com/investor-info.

• Board Evaluation :-

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, in accordance with the compliance requirements.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback, and guidance to top management on business strategy, governance, risk and understanding of the organization's strategy, etc.

6.9 REMUNERATION OF DIRECTORS AND EMPLOYEES OF LISTED COMPANIES:-

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year :

b) The percentage increase in remuneration of each director, Chief Financial Officer, Company Secretary in the financial year :

c) In the financial year 2023-24, there was an increase of 5.54% in the median remuneration of employees.

d) The number of permanent employees on the rolls of Company as on 31st March 2024:- 84.

e) Affirmation: Remuneration paid to Director/s, Key Managerial Personnel (KMP) and Employees of the Company is as per the remuneration policy of the Company.

• Remuneration Received By Managing / Whole Time Director From Holding Or Subsidiary Company :-

The Company does not have any Holding Company or subsidiary Company within the meaning of Section 2(46) and Section 2(87) respectively of the Companies Act 2013 and therefore the disclosure under the provisions of Section 197(14) of the Companies Act 2013 read with the rules made there under, towards payment of any commission or remuneration from Holding or Subsidiary Company is not applicable.

• Directors' Responsibility Statement :-

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the Annual Accounts (Financial Statements), the applicable Accounting Standards had been followed along with proper explanation, relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that financial year;

(iii) the Directors had taken proper and sufficient care for the 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 Directors had prepared the Annual Accounts (Financial Statements) on going concern basis;

(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and

(vi) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and regulations and that such systems were adequate and operating effectively.

• Related Parties Transaction:

During the year, the Company had entered into contract/arrangement/transaction with related parties which were on arms' length basis. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is enclosed as "Annex - A" to this Report. Systems are in place for obtaining prior omnibus approval of the Audit & Risk Management Committee on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis. The Company has formulated a policy for dealing with related party transactions which is also available on website of the Company at https://shradhaaitechnologies.com/.

• Vigil Mechanism / Whistle Blower Policy :

The Company has formulated a comprehensive Whistle Blower Policy in line with the provisions of Section 177(9) and 177(10) of the Act and Regulation 22 of the Listing Regulations with a will to enable the stakeholders, including directors, individual employees to freely communicate their concerns about illegal or unethical practices and to report genuine concerns to the Audit Committee of the Company. The Whistle Blower Policy has been placed in the website of the Company at https://shradhaaitechnologies.com/.

• Risk Management :

The Company is aware of the risks involved in the business. It conducts regular analysis and takes remedial actions to manage/mitigate the situation. Your Company has implemented a mechanism for risk management and formulated a Risk Management Policy. The Company has been consciously following a policy of risk management by diversifying its products, services, markets and customers. The Risk Management is overseen by the Audit Committee of the Company on a continuous basis.

4. INTERNAL FINANCIAL CONTROLS AND AUDIT

• Internal Financial Controls :-

Adequate internal financial controls are in place which ensures the reliability of financial and operational information. The regulatory and statutory compliances are also ensured. The internal control systems and procedures commensurate with the size and nature of business. These procedures are designed to ensure:

(a) that all assets and resources are used efficiently and are adequately protected;

(b) that all the internal policies and statutory guidelines are complied with; and

(c) the accuracy and timing of financial reports and management information is maintained.

The Company has appointed Internal Auditors to check and have an effective internal control and risk-mitigation system, which are assessed and strengthened with standard operating procedures. The Company has built adequate internal control systems which aimed at achieving efficiency in operations, optimum utilization of resources, effective monitoring and compliance with all applicable laws. The Internal Audit function monitors the effectiveness of controls, and also provides an independent and objective assessment of the overall governance processes in the Company, including the application of a systematic risk management framework.

The Audit Committee of the Board reviews the adequacy and effectiveness of the internal control system and suggests improvement to strengthen the same. There were no adverse remarks or qualification on accounts of the Company from the Internal Auditors.

• Statutory Auditors And Their Report :-

M/s. Paresh Jairam Tank & Co., Chartered Accountants, (ICAI Firm Registration No. 139681W), Nagpur has been re-appointed as the Statutory Auditors of the Company for a second term of five [05] years i.e. from the conclusion of the 33rd Annual General Meeting up to the conclusion of the 38th Annual General Meeting to be held for the financial year ending 31st March, 2027. The Company has received the consent from the Auditors and confirmation to the effect that they are not disqualified to be appointed as the Auditors of the Company in the terms of the provisions of the Companies Act, 2013 and the Rules made thereunder.

• Internal Auditors :-

M/S V. K. Surana & Co, Chartered Accountant in Practice (ICAI Firm Registration No. 110634W), Nagpur has been appointed as Internal Auditors of the Company for F.Y. 2023-24. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit Committee.

• Secretarial Auditors :-

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, on the recommendations of the Audit Committee of the Company, has approved and appointed CS Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS 10054 & Certificate of Practice No. 12917) as the Secretarial Auditor of the Company for the financial year 2023-2024 ended 31st March 2024 after obtaining a certificate of her consent and eligibility to undertake the Secretarial Audit for the year 2023-2024 ending 31st March, 2024. Further, CS Riddhita Agrawal, Company Secretary in Practice, Mumbai, (Membership No. FCS 10054 & Certificate of Practice No. 12917) was appointed by the Board of Directors as the Annual Secretarial Compliance Auditor pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08th February, 2019 read with Regulation 24(A) of the Listing Regulations, to conduct Annual Secretarial Compliance Audit of all applicable SEBI Regulations and circulars/guidelines issued thereunder. The said Secretarial Compliance report is in addition to the Secretarial Audit Report by Practicing Company Secretaries under Form MR - 3 and is required to be submitted to Stock Exchanges within 60 days of the end of the financial year.

• Secretarial Audit Report :

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Directors had appointed CS Riddhita Agrawal, Company Secretary in Practice, Mumbai, (Membership No. FCS 10054 & Certificate of Practice No. 12917), to undertake the Secretarial Audit of your Company for the year ended 31st March 2024.

The comments made by the Secretarial Auditors are self-explanatory. Their report is annexed herewith as an "Annex - B" to this Report.

• Cost Auditors :-

The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable for the business activities carried out by the Company.

• Frauds Reported By Auditor :-

During the Financial year 2023-2024 ended 31st March 2024 under review:-

(a) there is no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended);

(b) the observations made by the Statutory Auditors on the financial statements including the affairs of the Company are self-explanatory and do not contain any qualification, reservation, adverse remarks or disclaimer thereof.

As such, no specific information, details or explanations required to be given or provided by the Board of Directors of the Company.

• Explanations in response to Auditors' Qualifications :

The Audit Report/s submitted by the Statutory Auditors, Secretarial Auditor and Internal Auditor of the Company, for the financial year 2023-2024 ended 31st March, 2024 do not contain any qualification or adverse remarks. The observations made by all the Auditors in their respective Report/s are self-explanatory and as such, do not call for any further explanations.

5. SOCIAL RESPONSIBILITY AND SUSTAINABILITY

• Corporate Social Responsibility (CSR) :

The Company does not fall under the criteria as prescribed under Section 135 of the Companies Act, 2013, for making CSR activities, however in view of to fulfill the social responsibility towards society and as a good corporate governance practice the Company has continued to undertake the Corporate Social Responsibility (CSR) activities. The Company has Corporate Social Responsibility (CSR) Committee and statutory disclosures with respect to CSR Committee and an Annual Report on CSR Activities forms part of this Board of Director's Report as "Annex-C".

• Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo :

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, for the financial year 2023-2024 ended 31st March, 2024 as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in "Annex - D" to this report.

6. DISCLOSURES :

• Annual Return :

In terms of the requirements of Section 134(3)(a) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 the copy of the Annual Return in prescribed format is available on the website of the Company https://shradhaaitechnologies.com/.

• Subsidiaries, Associates And Joint Ventures:

The Company has no Subsidiary Companies within the meaning of Section 2(87) of the Companies Act, 2013. Also, it has no Associate Companies within the meaning of Section 2(6) of the Companies Act, 2013. Thus, Report on performance and financial position of the Subsidiaries, Associates and Joint Ventures is not applicable

• Material Orders Of Judicial Bodies Or Regulators :

During the financial year 2023-2024 under review, no significant and material orders is passed by any of the

Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

• Compliance With Secretarial Standards :

The Company have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review the Company was in compliance with the Secretarial Standards, i.e., SS-1 and SS- 2, relating to "Meetings of the Board of Directors" and "General Meetings" respectively.

Further, the Company has, to the extent, voluntarily adopted for the compliance of Secretarial Standard - 4 ('SS-4') on Report of the Board of Directors for the financial year 2023-2024 ended 31stMarch 2024.

• Corporate Insolvency Resolution Process Initiated Under The Insolvency And Bankruptcy Code, 2016 (IBC) :

During the financial year 2023-2024 ended 31st March, 2024 under review, no such event occurred by which Corporate Insolvency Resolution Process can be initiated under the Insolvency And Bankruptcy Code, 2016 (IBC). As such, no specific details are required to be given or provided.

• Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

The above-mentioned clause is not applicable to the Company, as there were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

• Failure To Implement Any Corporate Action :

During the financial year 2023-2024 ended 31stMarch, 2024 under review, the Company has not failed to implement any corporate action within the specified time Limit as declared under Section 125 of the Companies Act 2013 and relevant rules made there under. As such, no specific details are required to be given or provided.

• Industrial Relations, Health And Safety :-

In our ongoing commitment to fostering a robust industrial relations framework, we have made significant strides in enhancing our engagement with employees at all levels, ensuring that their voices are heard and valued in our decision-making processes. Our focus on health and safety remains paramount, particularly as we navigate the challenges of maintaining a safe workplace in a rapidly changing industrial landscape. Moving forward, we will continue to invest in training and development programs that empower our workforce and reinforce our commitment to maintaining an healthy work environment.

7. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS:

• Statement of Deviation Or Variation

During the year under review the Company have been fully utilized the funds raised by issue of shares on right basis during the previous financial year 2022-23 for the objects as stated in the Letter of Offer dated 19th January 2023. hence the provision of Regulation 32(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is applicable to the company. The Company has submitted the statement(s) and report as required under Regulation 32 of the SEBI LODR Regulation to both the exchanges where the shares of the Company are listed, namely, Metropolitan Stock Exchange of India (MSEI) and BSE Limited and on timely basis.

• Management Discussion And Analysis Report (MDAR) :-

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") is provided in a separate section and forms an integral part of this Report.

• Compliance Certificate from Secretarial Auditor regarding compliance of conditions of Corporate Governance:

A certificate from CS Riddhita Agrawal, Company Secretary in Practice, Mumbai (Membership No. FCS 10054 & Certificate of Practice No. 12917 & Peer Review Certificate No 1838/2002), and Secretarial Auditor of the Company regarding compliance of conditions of Corporate Governance annexed to the Corporate Governance

Report, which form an integral part of the Board's Report of the Company.

• No Disqualification Certificate from Company Secretary in Practice:

A certificate from CS Riddhita Agrawal, Company Secretary in Practice), Secretarial Auditor of the Company of, certifying that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by Board / Ministry of Corporate Affairs or any such Statutory Authority, as stipulated under Regulation 34(3) read with Schedule V of the Listing Regulations, is attached to this Report

• Suspension Of Trading:

The equity shares of the Company have been listed and actively traded on the Metropolitan Stock Exchange of India Limited (MSE) effective 13th December, 2017 and on BSE w.e.f. 11th September 2023. There was no occasion wherein the equity shares of the Company have been suspended for trading during the financial year 2023-2024 ended 31st March, 2024.

• Payment Of Listing And Depositories Fees :-

The Securities of your company are listed at Metropolitan Stock Exchange of India Limited (MSEI) w.e.f. 13th December 2017 and BSE w.e.f. 11th September 2023.The Company, has duly paid the requisite annual listing fees for the Financial Year 2023-2024 to the Metropolitan Stock Exchange of India Limited (MSE) and BSE Limited and there are no arrears. The shares of the Company are compulsorily traded in dematerialized form and the Company, has also duly paid the requisite annual custodian and other fees for the Financial Year 20232024, to the National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSIL).

OTHER MATTERS :-

• Dematerialization of Shares :-

As on 31st March, 2024, 2,39,95,654 Equity Shares of the Company aggregating to 98.42% of the Issued, Subscribed and Paid-Up Share Capital were held in dematerialized form through depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL) and remaining 385314 Equity Shares of the Company aggregating to 1.58 % of the Issued, Subscribed and Paid-Up Share Capital were held in Physical.

• Code Of Conduct For Business Principles & Ethics And Prevention Of Insider Trading And Other Code And Policies Of The Company :-

The Company has adopted the Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirement of SEBI (Prohibition of Insider Trading) Regulations, 2015 and Companies Act, 2013. The Code of Conduct is applicable to all Directors and designated persons of the Company who are expected to have access to unpublished price sensitive information relating to the Company. The Code of Conduct lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with securities of the Company and cautions them of the consequences of violations.

• Disclosures Pertaining To The Sexual Harassment of Women At The Workplace (Prevention, Prohibition And Redressal) Act, 2013:

Your Company is committed to create and provide an environment free from discrimination and harassment including sexual harassment for all its employees. Your Company has in place Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 which mandates no tolerance against any conduct amounting to workplace sexual harassment. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the financial year 2023-2024, the Company has not received any complaint of sexual harassment. The Certificate by the Directors of the Company, to that effect is enclosed herewith as an "Annex - E" which forms part and parcel of this report.

ACKNOWLEDGEMENT

Your Director's take this opportunity to express their deep and sincere gratitude to the customers and investors for their confidence and patronage, as well as to the vendors, bankers, financial institutions, and business associates, regulatory and governmental authorities for their co-operation, support and guidance. Your Directors would like to express a deep sense of appreciation for the support extended by the Company's unions and commitment shown by the employees in its continued robust performance on all fronts.

For and on behalf of the Board

Sd/- Sd/-

Sunil Raisoni Archana Bhole

Managing Director Director

DIN:00162965 DIN: 06737829

Address : Plot No. 75, Shivaji Nagar, Address : Plot No. 11 Maskey Layout, Santaji

Shankar Nagar, S. O, Society, Narendra Nagar, Nagpur 440015,

Nagpur - 440010 , Maharashtra, India Maharashtra, India

Place : Nagpur Date : 30th May 2024