Your Directors are pleased to present 09^th Annual Report on the business and operations of your Company and the audited financial statement for the period ended 31^st March, 2024 and Auditor's report thereon.

The Financial Result of the Company's for the period from 1st April 2022 to 31^st March 2023 are as under:

(Rs. in Lacs]

During the year under review, the Company's performance from the date of 01.04.2023 to 31.03.2024 recorded as Net Sales of the Company Rs. 543.67 Lacs as against net sales of Rs. 484.71 Lacs of previous year.

Management of the Company is committed to the growth and hopes to improve the performance in coming years.

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.

During the year under review. Your Directors are still constrained not to recommend any dividend for the financial year ended March 31, 2024 keeping in view the need of funds for expansion and working capital.

The amount of Rs. 83.17 Lacs to be carried as profit in the balance sheet for the financial year ended 31st March, 2024. The board of directors of your Company does not propose to transfer any amount to reserves during the period under review.

(a) Structure of the Board of Directors and Key Managerial Personnel

The Board of Directors of the Company is formed in terms of the provisions of the Companies Act, 2013 and consists the following:

The following changes took place in the constitution of Board and Key Managerial Personnels of the Company.

1. Mrs. Swati Maheshwari has resigned from the post of Company Secretary w.e.f. 29^th April, 2023.

2. Mrs. Minal Jain, was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 28^th August, 202. However She has resigned from her post, due to personnel reasons w.e.f. 01^st December, 2023.

3. Mrs. Asha Upadhyay, the Director of the Company has resigned from her post w.e.f 28^th December, 2023.

4. Mrs. Somali Jain is appointed as a Company Secretary & Compliance Officer of the Company w.e.f 28^th Februaiy, 2024.

In pursuance of Regulation 15(2] of SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, the Company is exempted from requirement of having composition of Board as per Listing Regulations. However the composition of Board complies with the requirements of the Companies Act, 2013.

In accordance with the provisions of the Act, Ms. Rachna Upadhyay [DIN:07617468], Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment.

During the year under review, the Board of Directors of the Company met 6(Six] times on 06 June 2023, 19 June 2023, 28 August 2023, 06 September, 2023, 14 November 2023, and 28 February, 2024 to discuss and approve various matters. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

Board of Directors, in line with the requirements of the Act, has formed various committees, details of which are given hereunder.

The Company has formed audit committee in line with the provision Section 177 of the Companies Act, 2013. Audit Committee is generally held for the purpose of recommending the half yearly and yearly financial results. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of Committee. During the year under review, Audit Committee met 5 [Five] times on June 6, 2023, June 19, 2023, August 28, 2023, November 14, 2023 and February 28,2024.

The Composition of the Committee is as follows:-

The Company has constituted Stakeholder's Relationship Committee mainly to focus on the redressal of shareholders' / Investors' Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Shares Certificates; Non receipt of Annual Report; etc.

The Composition of the Committee and the details of meeting attended by its members are given below:

(*] During the year, the Company had not received any complaints from the Shareholders, so no meeting was held by the Stakeholder's Relationship Committee.

The Company has formed Nomination and Remuneration Committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meeting are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removals.

During the year under review, Nomination and Remuneration Committee met 2 (Two] time on August 28,2023 and February 28,2024. The Composition of the Committee is as follows:-

M/s. Nenawati and Associates, Chartered Accountants, Udaipur having Firm Registration No. 002148C hold(s) office as the Statutory Auditors of the Company until the conclusion of the ensuing Annual General Meeting and proposed to recommend their appointment / reappointment at the 9^th Annual General Meeting for a period of 1 year from the conclusion this 9^th Annual General Meeting till the conclusion of 10^th Annual General Meeting in terms of Section 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors] Rules, 2014.

The Auditor's report has expressed qualified opinion on two points of the financial statements as under and the Directors comments thereto are stated hereunder:

1. The company has not ascertained the applicability of provisions of payment of Gratuity to employees and does not have any actuarial valuation provision in the financial statement against such employee benefits, we are unable to comment on the correctness of cost of employee benefits charged to statement of profit and loss as per actuarial valuation and the disclosure as required by the Ind AS-19 in the financial statements Directors Reply:- Your board of Directors comments on the qualification that the management will take care about the qualification in respect to the Provision of Gratuity for the benefit of employees.

2. Information required to be disclosed as per MSME Act 2006 has not been disclosed. Since company has not completed the process of collecting the information relating to the small and Micro units rendering services or supplying goods to the company, we are unable to determine whether there was delay in making payment to such entities and the resultant interest for such delay as prescribed under MSME Act 2006 not provided in the financial statement hence profit overstated to the extent of interest provision not provided.

Directors Reply:- Your board of Directors comments on the qualification that your Company has not provided provision of interest payable to MSME creditors, he management will take care about the qualification.

3. The company has no details for recovery from debts pending since a long period, in absence of which we are unable to comment on realization . Such debtors affect the credit impaired of the company. In accordance with Ind AS 109 the company applies expected credit loss [ECL] model for measurement and recognition of impairment loss allowance on trade receivables during the year Rs 755.35 lakhs but company not recognized as expenses in the statement of Profit and Loss Account as provision for Bad and doubtful debts. The company in previous year 2022-23 recognized expected loss and debited in profit and loss account amounting Rs 756.19 Lakhs has been reversed and added back in change of equity statement as retaining earning under reserve and surplus.

Directors Reply:- Your board of Directors comments on the qualification that as on date the Company is not expecting any credit loss for a financial and hence provision has not been made and previous year reversed.

The Board of Directors has appointed M/s. Mohit Vanawat& Associates, Company Secretaries in Whole Time Practice to conduct Secretarial Audit under the provisions of Section 204 of the

Companies Act, 2013. Secretarial Audit Report as provided by M/s. M/s. Mohit Vanawat & Associates, Company Secretaries in Whole Time Practice, is annexed to this Report as Annexure C.

The Company has received necessary declaration from each Independent Directors of the Company under Section 149(7} of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence as laid down in Section 149(6}.

The Company has neither given any Loan under Section 186 of the Companies Act, 2013, nor has given any Guarantee and also not made any Investments falling within the perview of Section 186 of the Companies Act, 2013 during the Financial Year.

The Company has not accepted or renewed any fixed deposits during the year under review. RELATED PARTY TRANSACTIONS

All the transactions with related parties have been entered on arm's length basis and in the ordinary course of the business. The Company has complied with all the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements} Regulations, 2015 in this regards. There is no materially significant related party transactions with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company at large. During the year, the Company has not entered into any related party transactions under the section 188 of the Companies Act, 2013.

There were no related party transaction during the year under review except in the ordinary course of business and at the Arm's length basis. Form AOC-2 as prescribed under section 134(3}(h} of the Companies Act, 2013 is enclosed as Annexure A.

A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Rule 8(3} of the Companies (Accounts} Rules, 2014 is enclosed as Annexure - B.

As required pursuant to Section 92(3} of the Companies Act, 2013 and Rule 12(1} of the Companies (Management and Administration} Rules, 2014 a copy of Annual Return is uploaded on the website of the Company at www.shivaexport.in.

No material changes and commitments have occurred between the end of financial year of the company and the date of this report affecting the financial position of the Company as at March 31, 2024.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016] during the year alongwith their status as at the end of the financial year is not applicable.

In pursuance of section 177 (9] of the Companies Act,2013 and the SEBI (Listing Obligations and Disclosure Requirements] Regulations, 2015, the Company has in place a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report genuine Concern.

The Company has devised proper system to identify the risks involved in the business of the company. There is system to mitigate the risk involved in the business of the company using the internal controls of the company and necessary steps to reduce the risk factors involved in the business of the company were taken from time to time.

The Company does not have any subsidiary, joint venture & associate company.

The provisions relating to Corporate Social Responsibility (CSR] are not applicable to the Company during the year under review hence there is no requirement to comply with section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility] Rules 2014.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.'

The Directors' Responsibility Statement referred to in clause (c] of sub-section (3] of Section 134 of the Companies Act 2013, the Board of Directors of the Company hereby state and confirms that:

(a] In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(fr) They 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) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the Annual Accounts on a going concern basis;

(e) They 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 Company has used the Company has used accounting software for maintaining its books of account, which have a feature of recording audit trail [edit log) facility, however the same has not operated throughout the year for all relevant transactions recorded in the respective software.

The Company has in place an Anti-Sexual harassment Policy, in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.The Company has set up an Internal Complaints Committee to redress complaints received regarding sexual harassment. No Complaints were received during the year under review.

The Company is having adequate Internal Financial Control with reference to the Financial Statements.

Directors wish to express their grateful appreciation for assistance and co-operation received from various Departments during the year under review. Your Directors also wish to place on record their appreciation for the committed services of all the associates, vendors of the Company.