Dear Shareholders,

Your Directors are pleased to present the 2^nd Annual Report together with Audited Financial statements and Auditors' Report for the year ended on 31^st March, 2023.

The financial performance of the Company for the year ended 31^st March, 2023 is summarized below:

(Amount in '000.)

The Net Income of your Company for the current year was increased to Rs. 21,060.82/- (in Thousand) as against Rs. 1,625.78/- (in Thousand) of the previous year. Accordingly, the Company's Net Profit after tax has been increased to Rs. 1,131.54/- (in Thousand) for the current year as against the Net Profit after tax of Rs. 381.19/- (in Thousand) of the previous year.

Our vision of becoming one of the top quality denim manufacturer and moving towards sustainable growth. Our priorities are as follows:

• Focus on increasing production

• Maintaining Price Competitiveness

• Moving up the value chain - Expanding the product line under own brand

We are very excited to enter into the new phase of growth and will continue to invest in our capabilities to increase our presence prudently and create value for the shareholders. We would like to be thankful to the entire stakeholder for being part of the journey.

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. However, the Company has generated net profit of Rs. 1,131.54/- (in Thousand) in current year which was carried forward to the Balance Sheet of the company under the head “Reserve and Surplus”.

7. MATERIAL CHANGES:-

The company has filed Draft Red Hearing prospectus (DRHP) on 6^th April, 2023 with Bombay Stock Exchange (BSE) SME for Initial Public Offer (IPO) and listing of its Equity shares on BSE SME platform.

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, 14 (Fourteen) Meetings of the Board of Directors of the Company were held. The dates on which the said meetings were held are as follows:

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

During the year under review, 1^st Annual General Meeting of the Company was held on 30^th September, 2022 and 8 (Eight) Extra-Ordinary General Meeting were held on below mentioned dates:

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, 2023 is placed on the Company' website: https://www.shooradesigns.com/annual-reports-returns/

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

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

In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mrs. Sejal Satish Kansodariya (DIN: 08060539) Director, retire by rotation and is being eligible has offered herself for re-appointment at the ensuing Annual General Meeting.

Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.

The following are the List of Directors and KMP of the Company during the year:

1. Sejal Satish Kansodariya was appointed as an Executive Director of the company and the designation of her has been changed as Non-Executive Director w.e.f. 06/01/2023.

2. Satish Kalubhai Kansodariya was appointed as a Managing Director of the Company w.e.f. 06/01/2023 and resigned as CFO w.e.f. 18/03/2023.

3. Rajeshbhai Labhubhai Mer was appointed as a Whole Time Director of the Company w.e.f. 06/01/2023.

4. Jigneshbhai Mer was appointed as an Independent Director of the Company w.e.f. 06/01/2023. *

5. Dharmesh Bhankhodiya was appointed as an Independent Director of the Company w,e,f, 06/01/2023. *

6. Vipulbhai Karmshibhai Anghan has resigned from directorship w.e.f. 06/01/2023.

7. Mrs. Priti Mohata was appointed as a Company Secretary of the Company w.e.f. 06/01/2023.

8. Mr. Ashwin Makwana was appointed as Chief Financial Officer of the Company w.e.f. 18/03/2023.

*In the opinion of the Board, the Board is satisfied of the integrity, expertise, and experience of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

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 arm's length basis. Details of the related party transactions made during the year are attached as Annexure-1 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/wp-content/uploads/2023/02/Related-paitv-Transaction-poIicv.pdf

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, Surat, Statutory Auditor of the company showed to re-appoint as an Statutory Auditor of the company and have submitted a written consent that the Firm is eligible in terms of Section 139 of the Act and satisfy the criteria provided in Section 141 of the Act. M/s. Piyush Kothari & Associates (Firm Registration No.: 140711W), Chartered Accountant, Surat, be and is hereby appointed as the Statutory Auditors of the Company for 5 (Five) consecutive Financial Year to hold office from the conclusion of this 02nd Annual General Meeting till the conclusion of 07th Annual General Meeting to be held for the financial year 2027-2028, at a remuneration to be fixed by the Board of Directors in consultation with them.

The Auditors' Report for the financial year ended on 31 st March, 2023 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.

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.

The provision of appointment of Internal Auditor as per Section 138 of Companies Act, 2013 is not applicable to the company.

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.

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.

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 30^th March, 2023 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.

During the year, the Board of Directors have approved to shift the Registered Office of the Company from “Sy. No-68/1, FP-68, Plot -4, Gr.Fl Jigar Park Society, Ved Road Surat - 395004” to “Diamond Apartments Co-Op Housing Society Lt H No. 7/3388/A B 6th Floor C/l, 601 Haththupura Char Rasta Saiyedpura Surat Gujarat 395003” w.e.f. 9^th December, 2022.

During the year, your Company has increased its Authorised Share Capital increase in Authorized Share Capital of the Company from Rs. 500,000 (Rupees Five Lakhs Only) divided into 50,000 (Fifty Thousand) Equity Shares of face value of Rs. 10 each to Rs. 1,50,00,000 (Rupees One Crore Fifty Lakh Only) divided into 15,00,000 (Fifteen Lakh) Equity Shares of face value of Rs. 10 each, by creation of 14,50,000 (Fourteen Lakh Fifty Thousand) Equity Shares of face value of Rs. 10 each in its Extra Ordinary General Meeting held on 24/11/2022.

During the Year Under Review, the Paid up capital of the Company is Rs. 1,07,56,620/-

During the year, your Board of Directors of the Company in its Extra Ordinary General Meeting held on 31/12/2022 has approved the issue of 7,68,330 Equity Shares of Rs. 10/- each on Bonus issue and the allotment of the same has been done to Shareholders in its Board Meeting held on 01/01/2023. The Board, in the proportion of new fully paid-up 5 (five) equity shares for every 2 (two) existing equity shares held by the Members fully paid-up Equity Shares of Rs. 10/- (Rupees Ten Only) each.

During the Year Under review, the company has converted its unsecured Loan of Rs. 1,41,65,952/- into 2,95,124 equity shares at Rs. 48//- per share having Face value of Rs. 10/- and premium of Rs. 38/- per share.

During the year under review, the company has altered its main object in the Extra Ordinary General Meeting held on 15^th December, 2022. The main Object has been added by new clause as given below:

To acquire and takeover the running business of sole proprietorship concern namely M/s Rajeshbhai Labhubhai Mer, having its office at Office No. 10, Basement, Shraddha Deep Building, Opp. New Patidar Bhavan, Mahidharpura, Surat, Gujarat - 395003 along with the assets, pending contracts, business rights and service personnel, if any, excluding immovable assets, vehicles and all kind of liabilities of the said business in connection therewith or belonging thereto. The said proprietorship firm will cease to exist post such takeover by the Company.

During the year under review, the company has convert status of the company from Private Limited to Limited in its Extra Ordinary General Meeting held on 02/01/2023. The new name of the Company after conversion is “Shoora Designs Limited”.

Pursuant to the provisions of Section 177 of the Companies Act, 2013, the Board of Directors of the Company in their meeting held on 16/01/2023 has constituted Audit Committee comprising following Directors:

During the financial year 2022-23, Three (3) meetings of Audit Committee were held on following dates:

Attendance of members for the meeting of Audit Committee held during the year 2022-23 is as below:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board of Directors of the Company in their meeting held on 16/01/2023 has constituted Nomination and Remuneration committee comprising following Directors:

During the financial year 2022-23, Three (3) meetings of Nomination and Remuneration Committee were held on following dates:

Attendance of members for the meeting of Nomination and Remuneration Committee held during the year 2022-23 is as below:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Board of Directors of the Company in their meeting held on 16/01/2023 has constituted Stakeholders' Relationship Committee comprising following Directors:

During the financial year 2022-23, Three (3) meetings of Stakeholders' Relationship Committee were held on following dates:

Attendance of members for the meeting of Stakeholders' Relationship Committee Committee held during the year 2022-23 is as below:

26. REMUNERATION POLICY:-

The Members of Nomination & Remuneration Committee has formulated Nomination and Remuneration Policy for Directors, KMP and Senior Management Staff under Section 178 of the Companies Act, 2013 in its Committee Meeting held on 06/02/2023.

27. 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 31^st March, 2023, 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 31^st March, 2023 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.

28. 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.

29. 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.

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.

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 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.

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.

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

The foreign Exchange earnings and expenditure of the Company is NIL.

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

34. 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 director's 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.

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

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.

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.

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

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.

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

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.

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

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.

The provisions relating to submission of Secretarial Audit Report is not applicable to the Company.

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