With an immense pleasure, the Board of Directors of your Company presents the 6^th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

The financial statements of the Company have been prepared in accordance with the provisions under section 133 of the Companies Act, 2013 read with Rule 7 of the (Companies Accounts) Rules, 2014.

The financial performance of the Company, for the financial year ended on March 31, 2024, are summarized below:

in Lakhs)

OPERATIONS Total Income

During the Financial Year ended on March 31, 2024, it is noted that the total income amounted to ? 7804.92 Lakhs, representing an increase of 34.39% compared to the total income of ? 5807.58 Lakhs for the previous financial year ended on March 31, 2023.

Profit Before Tax

The profit before tax for the financial year ended on March 31, 2024, amounted to ? 1691.88 Lakhs, representing an increase of 45.71% compared to the profit before tax of ? 1161.13 Lakhs for the previous financial year ended on March 31, 2023.

Profit After Tax

The profit after tax for the financial year ended on March 31, 2024, amounted to ? 1227.63 Lakhs, representing an increase of 34.81% compared to the profit after tax of ? 910.63 Lakhs for the previous financial year ended on March 31, 2023.

The Company’s earnings per share for the financial year 2023-2024 was ? 5.48 as compared to ? 5.19 in the financial year 2022-2023.

2. DIVIDEND

Pursuant to Section 134 (3) of the Companies Act, 2013 read with Secretarial Standard (SS4) Report of the Board of Directors, after considering holistically the relevant circumstances and current financial positions, has decided that it would be prudent not to recommend any dividend for the year under review.

3. TRANSFER TO RESERVES

Your Board does not propose to transfer any amount to any reserves of the Company for year under Review.

4. CHANGE IN NATURE OF BUSINESS

During the year, there is no change in nature of Business during the financial year 2023-24.

5. NUMBER OF BOARD MEETINGS

During the financial year 2023-24, your Company held 13 meetings of the Board of Directors as per Section 173 of Companies Act, 2013. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

6. ANNUAL RETURN

As required under 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, (including any statutory modification(s) or re-enactment thereof for the time being in force), the Annual Return in Form No. MGT-7 is placed on the website of the Company.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section which forms part of this Annual Report as ANNEXURE- A.

8. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR policy of the Company is based on concept of giving back to the society from which it draws its resources. The Company’s CSR Committee monitors the implementation of CSR policy and ensures that the CSR activities as mentioned in policy are in line with relevant Schedule of the Act and undertaken accordingly by the Company. The CSR Policy is available on the Company’s website.

The brief outline of the CSR Policy of the Company and the activities undertaken by the Company on CSR during the year under review and relevant details are set out in ”ANNEXURE-B” which forms part of this Board Report.

9. AUDITORS Statutory Auditor

At the 5^th Annual General Meeting held on Monday, July 31, 2023, the members approved appointment of M/s. S V J K And Associates (formerly known as M/s ASRV & Co.), Chartered Accountant, (Registration No. 135182W) as the Statutory Auditors of the Company and to hold the office from the conclusion of the 5^th Annual General Meeting till the conclusion of Annual General Meeting of the Company to be held in the financial year 2028, at a remuneration to be decided by the Board of Directors in consultation with the Auditors and reimbursement of travelling and out of pocket expenses incurred by them for the purpose of audit.

The Board has taken note and M/s. S V J K And Associates (formerly known as M/s ASRV & Co.), Chartered Accountants, have confirmed their eligibility under section 141 of the Companies Act, 2013 and the Rules framed thereunder as Statutory Auditors of the Company. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the peer review Board of the Institute of Chartered Accountants of India. There are no qualifications, reservations or adverse remarks or disclaimers made by the auditors in their report on the financial statements of the Company for the financial year ended March 31, 2024. The notes on the Financial Statements referred to in the Auditors’ Report are self-explanatory and do not call for any comments or explanations.

There was no instance of fraud during the year under review, which was required by the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

Internal Auditor

The Board of Directors has officially appointed Ms. Shakshi Shah, Chartered Accountant, an employee of the Company as an Internal Auditor of the Company for the Financial year 2023-2024 to conduct the Internal Audit of the Company. This strategic decision demonstrates our commitment to upholding and enhancing proper and effective internal financial control. With her expertise and experience, Ms. Shakshi Shah plays a crucial role in evaluating and improving our internal financial processes and systems.

No instance of fraud has been reported by the Internal Auditor.

Secretarial Auditor

The Board of Directors has officially appointed M/s. G. R. Shah & Associates, Practicing Company Secretary to serve as the Secretarial Auditor for out esteemed Company for Financial Year 2023-24.

The procurement of Secretarial Compliance Report for FY 2023-24 from Company Secretaries in Practice in relation to compliance of all applicable SEBI Regulations / circulars / guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations isn’t applicable to your Company being listed at NSE SME Exchange in accordance with exemption provided under Regulation 15(2)(b).

The Secretarial Audit Report received from M/s. G. R. Shah & Associates, Practicing Company Secretary, is attached herewith as ANNEXURE - C.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer and Observations made in the Auditors’ Report is self-explanatory and therefore do not call for any further comments. No instance of fraud has been reported by the Secretarial Auditor.

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

The information in terms of Section 134(3)(m) of the Companies Act, 2013, read with relevant rules is annexed herewith as “ANNEXURE-D” and forms integral part of this report.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arm’s length basis. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at https ://www. shritechtex.com/.

Pursuant to provisions of Section 134 (3)(h) of the Act, a statement showing particulars of contracts and arrangements with related parties under Section 188(1) of the Act in the prescribed Form-AOC-2 is annexed to the Board Report as ANNEXURE - E.

The related party disclosures as specified in Para A of Schedule V read with Regulation 34(3) of the SEBI Listing Regulations are given in the Financial Statements.

12. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY

There is no Subsidiary Company, Associate Company and Joint Venture as per the provisions of Companies Act, 2013, for the financial Year 2023-24 and hence, no particulars are required to be mentioned in form AOC-1.

13. BOARD OF DIRECTORS

Since the Company is listed on the NSE SME exchange, it is exempt from the corporate governance provisions specified in Regulation 17 of the Listing Regulations, as per Regulation 15(2)(b). Instead, the governance of the Company’s Board composition will be governed by the Companies Act, 2013, and any other applicable laws, including any amendments or re-enactments thereof.

The Company’s Board of Directors is dedicated to guiding the organization towards long-term success. They do this by setting strategies, assigning responsibilities, and providing overall direction to the business. They also prioritize effective risk management and maintain a high standard of governance to ensure the Company’s sustainable growth and development.

During the year under review no changes took place in the Board and Key Managerial Personnel of your Company.

The Board comprises of 5 directors during the period under review, out of which Two are Independent Directors.

Accordingly, pursuant to Section 149(4) of Companies Act, 2013 and other applicable provisions (including any modification or re-enactment thereof), every listed public company shall have at least one-third of the total number of Directors as Independent Directors, and hence our Company shall have at least two Independent Directors

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Shradha Hanskumar Agarwal (DIN: 02195281), Managing Director of the Company retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment. Her brief resume as required under the Regulations 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards is provided in the Notice of the 6^th AGM of the Company. The requisite resolution pertaining to the re-appointment appears at the respective item of the Notice along with the Statement and is recommended to the Members for approval. Further, all the Directors submitted declaration of non-disqualification pursuant to section 164(2) and interest in other entities pursuant to section 184(1) in the first meeting of Board of Directors in the FY 2024-25, and thereby taken note of.

14. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Act in relation to financial statements of the Company for the year ended March

31, 2024, the Board of Directors states that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there is no material departure from the same;

b) the directors have 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 profit and loss of the Company for that period;

c) the directors have 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 have prepared the annual accounts for the financial year ended March 31, 2024, on a going concern basis;

e) the directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. KEY MANAGERIAL PERSONNEL

The Company boasts a team of dynamic, highly qualified, experienced, committed, and versatile persons in its

management. These persons hold the designation of ’Key Managerial Personnel (KMPs)’ in compliance with the

applicable provisions. We present below the details of the Key Managerial Personnel for the year under review:

16. COMMITTEES OF BOARD

The Board of Directors has various committees that focus on specific areas and make informed decisions within their delegated authority. These committees also provide recommendations to the Board on matters within their purview. All decisions and recommendations made by the committees are presented to the Board for information or approval.

The committees play a crucial role in managing the day-to-day affairs and governance structure of the Company. For more details about the composition of these committees, meetings held, attendance, and other information, please refer to the Corporate Governance Report, which is included in this Annual Report.

The Board of Directors has in accordance with the Section 177, 178 and 135 of the Companies Act, 2013, constituted the following committees:

Audit Committee

Stakeholders Relationship Committee

Nomination and Remuneration Committee

Corporate Social Responsibility Committee

17. ANNUAL EVALUATION

Pursuant to the provisions of Sections 178(2) of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, the Nomination and Remuneration Committee / Board has carried out evaluation of the performance of the Board, its Committees and Independent Directors. A structured evaluation feedback form was prepared after taking into consideration the inputs received from the Directors, covering various aspects such as board composition, flow of board process, information and functioning, establishment and determination of responsibilities of Committees, and quality of relationship between the Board and the management. The performance of Individual Directors and the Board Chairman was also carried out in terms of attendance, contribution at the meetings, circulation of sufficient documents to the Directors, timely availability of the agenda, etc. Further, pursuant to Schedule IV of the Companies Act, 2013, the performance evaluation of the Independent Directors was carried out by the entire Board of Directors of the Company, except the one being evaluated.

18. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The details of remuneration of Directors, Key Managerial Personnel and Particulars of Employees and other information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in ANNEXURE - F which forms part of this Board Report.

19. NOMINATION AND REMUNERATION POLICY

In compliance with the provisions of Section 178 of the Act, the Nomination and Remuneration Policy of the Company has been designed to keep pace with the dynamic business environment and market linked positioning. The Policy has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and is placed on the website of the Company.

20. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate system of internal controls in place. It has documented policies and procedures covering all financial and operating functions. These controls have been designed to provide reasonable assurances

with regard to the maintenance of proper accounting controls. This will ensure reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses, and compliance with regulations. The Company has continued its efforts to align all its processes and controls with global best practices and they are reviewed at periodic intervals to ensure relevance and comprehensiveness, and compliance is ingrained into the management review process.

The Company believes that every employee has a role to play in fostering an environment in which compliance with regulations, and ethical behavior are accorded due importance.

21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has implemented Vigil Mechanism. For details, the Vigil Mechanism Policy is also available on the Company’s website i.e. www.shritechtex.com .

22. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)

Since your Company hasn’t declared the Dividend in the previous year, there is no unpaid/ unclaimed Dividend declared and paid last year.

Hence, provisions of Section 125 of the Companies Act, 2013 does not apply to your company.

23. DEPOSITS

During the Financial Year 2023-2024, the Company has not accepted, renewed or pending any deposits under Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year and as such, no amount on account of principal or interest on deposits from public was outstanding as on March 31, 2024.

24. INDEPENDENT DIRECTORS AND DECLARATION

Your Company has received declarations from all Independent Directors confirming that they meet the criteria of independence and regarding their registration in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs as prescribed under Section 149 of the Act and Regulations 25 of the Listing Regulations.

There has been no change in the circumstances affecting their status as Independent Directors of the Company.

25. CODE OF CONDUCT

Your Company has formulated the code of conduct for directors and the senior management personnel who are the members of your Company’s core management team comprising all the members of management one level below the executive non-independent director, including the functional basis.

26. SHARE CAPITAL

During the financial year under review, the Company has made an Initial Public Offer (IPO) of Equity Shares of 74,00,000 (Seventy-Four Lakh) equity shares of face value of ? 10/- each fully paid-up for cash at a price of ? 61 each, aggregating up to ? 4,514.00 Lakhs. The Company successfully completed the IPO process, and the equity shares of the Company were listed on SME platform of National Stock Exchange of India Limited (“NSE SME”) on August 4, 2023.

Accordingly, the Equity Share Capital of the Company as of March 31, 2024, has changed as per the details below:

27. INITIAL PUBLIC OFFER AND UTILISATION OF PROCEEDS

The Company had raised funds through Initial Public Offer (IPO) during the Financial Year under review where the equity shares were listed on SME Platform of National Stock Exchange of India Ltd on August 4, 2023. The proceeds of aforesaid issue are being utilized, for the purpose for which it was raised by the Company in accordance with the terms of the issue.

The details of the proceeds of the Fresh Issue are set forth below:

Note: * The Unutilised amount of ? 786.81 lakhs is being kept separately as under:

1. In Escrow IPO A/c - ? 13.83 lakhs

2. In Liquid Fund A/c - ? 772.98 lakhs

28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

Details of loans granted, investments undertaken, guarantees extended, and securities furnished, along with any specified utilization purposes by the beneficiaries if any, are comprehensively outlined in the Financial Statements’ accompanying notes. This documentation forms an integral segment of this Annual Report.

29. RISK MANAGEMENT

The Company has been exempted under regulation 21 of SEBI (Listing Obligation and Disclosure requirements) Regulations, 2015 from reporting of risk management. The board is fully aware of Risk Factor and is taking preventive measures wherever required.

The Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Efficient risk management is the key to achieving short term goals and sustained value creation over the long term. A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is being carried out to identify evaluate monitor and manage both business and non-business risks.

There are no risks which in the opinion of the Board threaten the existence of the Company. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report (MDA), which forms a part of this Annual Report.

RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. The Risk Management Policy is also available on the Company’s website i.e. www.shritechtex.com .

30. STATEMENT OF DEVIATION(S) OR VARIATION

As per the report submitted to the National Stock Exchange on 28.05.2024, there is no deviation or variations observed in the utilisation of funds raised.

31. INSIDER TRADING DISCLOSURE

The Board of Directors of the Company has duly adopted Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Prohibition of Insider Trading, pursuant to the provisions of Regulation 8 (Code of Fair Disclosure) and Regulation 9 (Code of Conduct), respectively, of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

The aforesaid codes have been adopted with a view to regulate trading in securities by the Directors and designated employees of the Company.

The Code requires pre-clearance for dealing in the Company’s shares, in excess of limits prescribed and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

33. APPLICATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, your Company has neither made any application, nor any proceedings were initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016 as at the year ended March 31, 2024.

34. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to creating a safe and healthy work environment, where every employee is treated with respect and is able to work without fear of discrimination, prejudice, gender bias, or any form of harassment at the workplace.

The Company has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace and has complied with the provisions relating to the constitution of Internal Complaints Committee in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended). During the year under review, no complaints on sexual harassment was received.

35. SEBI AND STOCK EXCHANGES’ INVESTOR GRIEVANCE REDRESSAL SYSTEM

SCORES platform of SEBI, ‘Investor Complaints’ sections of NSE websites facilitate investors to file complaints online and get end-to-end status update of their grievances. The Company endeavors to redress the grievances of the Investors as soon as it receives the same from the respective forums.

Link Intime (India) Private Limited serves as the Registrar and Transfer Agent for our Company. An email ID for registering shareholders’ complaints/ grievance has been formed as cs@shritechtex.co.in.

During the year under review, the Company has received Nil queries/complaints from the shareholders.

36. OTHER DISCLOSURES

(i) The Company is in compliance with all mandatory applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

(ii) Maintenance of Cost Record

During the Financial Year 2023-24, the Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

(iii) Non-applicability of certain Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time:

As per Regulation 15 of the SEBI (LODR) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply to the Company.

(iv) Corporate Governance

Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

(v) Disclosures with respect to Demat suspense account/ unclaimed suspense account:

During the year under review no such shares in the Demat suspense account or unclaimed suspense account which required to be reported as per Para F of Schedule V of the SEBI (LODR) Regulations, 2015.

(vi) Disclosure of certain types of agreements binding listed entities:

As all the agreements entered into by the Company are in normal course of business are not required to be disclosed as they either directly or indirectly or potentially or whose purpose and effect will not impact the management or control of the Company.

(vii) Cautionary Statement:

The annual report including those which relate to the directors’ report, management discussion and analysis report may contain certain statements on the Company’s intent expectations or forecasts that appear to be forward looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein

Acknowledgement & Appreciation

The Board expresses their deep sense of gratitude to the Banks, Financial Institutions, Central and State Governments Ministry of Corporate Affairs, Securities and Exchange Board of India, Stock Exchanges, Registrar and Share Transfer Agent, Statutory and other Regulatory Authorities for their continued guidance, assistance and co-operation. The Board also places on record its sincere appreciation to the Management, Directors, its valued customers, Business Associates, Consultants, vendors, service providers, shareholders, investors and all the stakeholders for their persistent faith, unstinted commitment, co-operation and support and look forward to their continued support.

Further, the Board also appreciates every member of the Company for their contribution to Company’s performance and applauds them for their superior level of competence, continuous dedication and commitment towards Company. Their enthusiasm and untiring efforts have enabled the Company to scale new heights and to build a stronger tomorrow.

Registered Office: For and on behalf of Board of Directors

Harmony, 2^nd Floor, 15/A, Shree Shri Techtex Limited

^{Vidhyanagar C}°. ^Op. ^{Hsg Soc}. ^Ltd., (Previously known as Shri Techtex Private Limited)

Opp. NABARD, Nr. Usmanpura Garden, Ahmedabad- 380014,

Gujarat

_Sd/- _Sd/-

Shradha Hanskumar Agarwal Hanskumar Ramakant Agarwal

Date: September 5, 2024 Managing Director Executive Director

Place: Ahmedabad DIN: 02195281 DIN: 00013290