The Directors present their 43^rd Annual Report along with Audited Statements of Accounts for the Financial Year ended 31st March, 2024.

FINANCIAL RESULTS

The performance of the Company is as follows:

(Amount in Lakhs)

COMPANY PERFORMANCE

Your Company posted financial results during the year under review. There were no Operations during the Financial Year 2023-2024 and incurred Loss Rs. (5.15) Lakhs as compared to Previous Years Loss of Rs. (8.57) Lakhs.

DIVIDEND

The Company does not have adequate profits for the year under review hence decided not to declare any dividend.

TRANSFER TO RESERVES

In view of the losses incurred by the Company during the year, the Board of Directors did not propose to transfer any amount to reserves for the period under review.

FIXED / PUBLIC DEPOSITS

The Company has not accepted any deposits falling within the meaning of Sec. 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the Financial Year under review.

CAPITAL STRUCTURE

During the financial year under review, the capital of the Company has remain unchanged and the Authorized Share Capital of Company is Rs. 70,00,00,000/- (7,00,00,000 Equity Shares of Rs.10/- each) and the Paid-Up capital of Company is Rs. 3,00,10,000/-(30,01,000 Equity Shares of Rs. 10/-each).

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes affecting the financial position of the Company subsequent to the close of the financial year 2024 till the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORY AUTHORITIES/COURTS

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

EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in Form MGT-7 is available on the Company Website (www.shalimaragencieslimited.com).

AUDIT STATUTORY AUDIT:

The Board of Directors recommends appointment of M/s. JMT & Associates, Chartered Accountants (Firm Registration No. 104167W) as Statutory Auditors of the Company in place of M/s. P C N & Associates., Chartered Accountants (FRN: 016016S) who have tendered their resignation as Statutory Auditors of the Company. The Board of Directors of the Company at its meeting held on 17^th June, 2024 have appointed M/s. JMT & Associates, Chartered Accountants (Firm Registration No. 104167W), subject to approval of shareholders at ensuing Annual General Meeting, to hold office from the conclusion of 43^rd Annual General Meeting till the conclusion of 48^th Annual General Meeting.

The Board recommends to the members of the Company approval of appointment of M/s. JMT & Associates, Chartered Accountants (Firm Registration No. 104167W) as the Statutory Auditors of the Company.

Your Company has received a letter from M/s. JMT & Associates, Chartered Accountants (Firm Registration No. 104167W) to the effect that their appointment, if made, would be under the second and third proviso to Section 139 (1) of the Companies Act, 2013 and that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014.

COST AUDIT

Cost Audit is not applicable to your Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Sarada Putcha, Practicing Company Secretary to conduct the Secretarial Audit of the Company for the year ended 31^st March, 2024.

The Secretarial Audit Report in Form MR 3 is annexed herewith as "Annexure II" to this report and contains no qualification, reservation or adverse remarks.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and nature of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the suggestions of internal audit function, Management undertakes corrective action in their respective areas and thereby strengthens the controls.

POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION

The Current policy is to have an appropriate mix of Executive and Independent Directors to maintain the Independence of the Board, and separate its functions of Governance and Management. As on date of this report your Board consists of 6 Directors including 3 Executive Director and 3 are Independent Non-Executive Directors (including a women Director).

The Policy of the Company on Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of directors and other matters, as required under Section 178 (3) of the Companies Act, 2013 has been framed by the Company. We affirm that the Remuneration paid to the Directors is as per terms laid out in the Nomination and Remuneration Policy.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 read with the rules made thereunder and Regulation 16 of SEBI (LODR) Regulations, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the Financial Year with related parties were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act and SEBI (LODR) Regulations. The prior approval of the Audit committee was sought for all related party transactions.

During the financial year ended 31^st March, 2024, there have been no related party transactions 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. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

Detailed information about the Related Party Transactions is enclosed in Form AOC 2 as "Annexure III" to this report.

NON – APPLICABILTY OF CORPORATE GOVERNANCE

As per the SEBI Circular CIR/CFD/POLICYCELL/7/2014 dated 15th September, 2014, the Paid-Up Capital of the Company is less than Rs. 10 Crores and Net worth being less than Rs. 25 Crores, Corporate Governance and its report is Not Applicable to the Company.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION,FOREIGN EXCHANGE EARNINGS AND OUTGO.Conservation of Energy:

The Company is monitoring the consumption of energy and is identifying measures for conservation of energy.

(i) The steps taken by the company for 11utilizing the alternate sources of energy –Nil

(ii) The capital investment on energy conservation equipments – Nil

Technology Absorption, adaptation and innovation:

Indigenous Technology is involved for the manufacturing the products of the Company. Research and Development (R & D): No research and Development has been carried out. Foreign exchange earnings: Rs. Nil Foreign exchange out go: Rs. Nil

RISK MANAGEMENT

The Company has adopted a Risk Management Plan for implementation of Enterprise Risk Management (ERM) framework. As per the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Board shall establish a Risk Management Plan/ Policy and the Risk Management Committee shall evaluate the Risk Management systems periodically.

In line with this requirement, the Board is responsible for initiating and instituting the ERM framework and setting the requisite tone at the top for implementation of the ERM framework. Further, the Board shall be responsible for overseeing measures for managing risk. The Plan also envisages a key role for the Risk Management Committee which shall periodically (at least annually) review the adequacy of Risk Management Systems, recommend improvements if needed, discuss with external consultants, Internal Auditors to test the adequacy and effectiveness of the Risk Management System.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions under section 135 of the Companies Act, 2013 are not applicable to the company. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate internal financial controls commensurate with the size and needs of the business. These controls ensures the orderly and efficient conduct of its Business, including adherence to the Company's policies, identification of areas of improvement, safeguarding of its assets from unauthorized use, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial statements and / or disclosures.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy framed to deal with instance of Fraud and Mis-Management, if any in the Group pursuant to the provisions of section 177(9) &

(10) of the Companies Act, 2013 and Regulation 22 & 34 (3) of SEBI (LODR) Regulations, 2015. The details of the Policy are posted on the website: www.shalimaragencieslimited.com. Employees can report to the Management concerned unethical behaviour, act or suspected fraud or violation of the Company's Code of Conduct Policy no employee has been denied access to the Audit Committee.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL ACT, 2013

The Company has in place an anti-sexual harassment policy in line with the requirements of the Sexual Harassment of Women at the work place (Prevention, Prohibition and Redressal) Act, 2013.All Employees (Permanent, Contractual, temporary, Trainees) are covered under this policy. There was no case of sexual harassment reported during the year under review.

BOARD MEETINGS

The Board of Directors duly met 7(Seven) times in the FY 2023-2024 and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

Board Meetings during the FY 2023-2024:

DIRECTORS AND KEY MANANGERIAL PERSONNEL

During the financial year under review, the following changes occurred in the Board of Directors

Appointment:

1. Mr. Srikonda Anupama (DIN: 10242417) was appointed as Independent Director of the Company with effect from 18.10.2023.

Post Financial Year of the company

2. Mr. Manoj Sandiliya Telakapalli (DIN: 09630229) and Mrs. Aruna Gamini Yanamandra was resigned as Whole Time Director and Independent Director of the Company with effect from 30.04.2024

3. Mr. Babu Edalamapti Purushotham (DIN: 03466935 and Mr. Ravi Kumar Parital was appointed as Managing Director and CFO of the company with effect from 30.04.2024.

DIRECTORS' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the Financial Year 2023-2024

Accordingly, 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 the applicable accounting standards have been followed along with proper explanation relating to material departures;

(II) They have, selected such accounting policies as mentioned in the notes to the financial statements and applied 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 2023-2024 and of the loss of the Company for that period;

(iii) 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 The annual accounts for the year 2023-2024 have been prepared on a going concern basis.

(iv) They have laid down proper internal financial control to be followed by the Company and that the internal financial controls were adequate and are operating effectively.

(v) They have devised proper systems to ensure compliance with the provisions of all applicable laws was and such systems are adequate and operating effectively.

COMPLIANCE DEPARTMENT:

Details of complaints/ requests received, resolved and pending during the Financial Year 2023-2024:

The compliance department of the company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

COMMITTEES

Audit Committee (As on 31-03-2024)

The purpose of the Audit Committee is to assist the Board of Directors in reviewing the financial information which will be provided to the Members and others, reviewing the systems of internal controls established in the Company, appointing, retaining and reviewing the performance of internal accountants/internal auditors and overseeing the Company's accounting and financial reporting process and the audit of the Company's financial statements.

The power and terms of reference of the Audit Committee are as mentioned in Regulation 18 and Part C of Schedule II of SEBI (LODR) Regulations, 2015, read with Section 177 of the Companies Act, 2013.

DuringtheFY2023-2024, Audit committeemeton 4(Four) times in the FY 2023-2024on

The Composition is as follows:

Nomination & Remuneration Committee (As on 31-03-2024)

The power and terms of reference of the Nomination and Remuneration Committee are as mentioned in Regulation 19 and part D of Schedule II of SEBI (LODR) Regulations, 2015, read with Section178 of the Companies Act, 2013

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving:

To take into account the financial position of the Company, trend in the industry, appointee's qualification, experience, past performance, past remuneration etc. To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit. The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

Remuneration to the Managerial Personnel for the financial year 2022-23– Stated in "Annexure III" During the FY 2023-2024, the Nomination and Remuneration Committee Meeting was held on

The Composition is as follows:

Stakeholders Relationship Committee (As on 31-03-2024) The Powers of the Committee are as follows:

The power and terms of reference of the Stakeholders Relationship Committee are as mentioned in Regulation 20 and part D of Schedule II of SEBI (LODR) Regulations, 2015.

The Committee has been delegated with the following powers:

To redress shareholder and investor complaints relating to transmission of Shares, Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints etc.

To approve, transmission, and issue of duplicate / fresh share certificate(s)Consolidate and sub-division of share certificates etc.

To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transmission of Shares to the Registrar and Share Transfer Agents of the Company; Aarthi Consultants Pvt. Ltd.,1-2-285, Domalguda, Hyderabad -500 029.Ph : 040 -27642217, 27638111 Fax : 040 – 27632184

The Company has designated an exclusive E-mail ID shalimaragenciesltd@gmail.com for Complaints / Grievances. During the FY 2023-2024, 4 meeting(s) of the Stakeholders Relationship Committee Meeting on

The Composition is as follows

Declaration from Independent Directors on Annual Basis: FY2023-2024–The Company has received a declaration from Mr. Siva Prasad Gorthy, Ms. Aruna Gamini Yanamandra and Mr. Mayank Puran Chandra Joshi and Mr. Srikonda Anupama – Independent Non-Executive Directors of the Company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

The Composition is as follows:

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT

The Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

Update on Open Offer:

a) Spice Lounge LLP, b) Mohan Babu Karjela,c) Venugopal Naidu Kongarla

Venkatesh have entered into an Share Purchase Agreement (SPA) with the Promoter of the Company and the Company on 07.05.2024

The Board in their meeting held on 07.05.2024 and the members of the company in their meeting held on 03.06.2024 has approved Issuance of 6,67,11,260 Equity Shares of the Company on a Preferential Basis for consideration other than cash wherein the company is purchasing 201000 shares of Teksoft Systems INC, 5000000 shares of Chicken Wild Wings Private Limited and 12000000 shares of Mirchi Wild Wings Private Limited in lieu of issuance of 6,67,11,260 Equity Shares of the Shalimar Agencies Limitedby way of swap of shares in accordance with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") and other applicable laws.

The Board in their meeting held on 09th Aug, 2024 has allotted 6,67,11,260 Equity Shares of the Company on a Preferential Basis for consideration other than cash through share swap as follows:

I. SAGL has acquired 2,01,000 shares of Teksoft Systems INC and in consideration has allotted 3,00,01,260 equity shares of the Company to the allottees BlueSky Capital Fund SPC (1,20,00,504 shares), Siraj Holding LLC (1,20,00,504 shares), Venugopal Naidu Kongarla Venkatesh (60,00,252 shares) who are the shareholders of Teksoft Systems INC.

II. SAGL has acquired 50,00,000 Equity Shares of Chicken Wild Wings Private Limited and in consideration has allotted 2,67,50,000 Equity Shares of the Company to the allottees Mohan Babu Karjela (2,67,22,715 shares) and Venugopal Naidu Kongarla Venkatesh (27,285 shares) who are the shareholders of Chicken Wild Wings Private Limited.

III. SAGL has acquired 1,20,00,000 Equity Shares of Mirchi Wild Wings Private Limitedand in consideration has allotted 99,60,000 Equity Shares of the Company to the allottee M Kitchens Private Limited who is the shareholder of Mirchi Wild Wings Private Limited.

By virtue of above allotment by swap share: Chicken Wild Wings Private Limited, Mirchi Wild Wings Private Limited, and Teksoft Systems Inc have become the wholly owned subsidiaries of the company Shalimar Agencies Limited.

Pursuant, to which the acquirers have triggered the obligation to make an Open Offer in terms of Regulation 3(1) and 4 of the SEBI SAST Regulations to the Shareholders of the target Company. The Company has obtained in-principle approval of BSE Limited for the above proposed preferential allotment and is in the process of obtaining listing and trading approval.

Approval of SEBI is awaited for the open offer triggered above.

ACKNOWLEDGMENT

Your Directors place on record their appreciation for the valuable support extended by various departments viz., Central and State Governments, Stock Exchanges, SEBI, NSDL, CDSL, RTA, Banks, Auditors and other Regulatory Bodies etc for their continued support to the Company's growth.

The Directors record their special appreciation to all employees for their efforts and contribution towards the growth and achieving this performance.

Your Directors also wish to express their thanks to the Shareholders for the confidence which they reposed in them.