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Directors Report of Shaival Reality Ltd.

Mar 31, 2025

The Board of Directors of your Company is presenting Twenty Ninth (29^th) Annual Report of your
Company together with the Audited Financial Statements (Standalone and Consolidated) for the
period ended 31^st March, 2025.

FINANCIAL RESULTS:

(Amount in Rs.)

Sr. No.	Particulars	Standalone		Consolidated
Sr. No.	Particulars	Figures for the year ended 31/03/2025	Figures for the year ended 31/03/2024	Figures for the year ended 31/03/2025	Figures for the year ended 31/03/2024
I.	Revenue From Operations	1,036,077.00	3,278,609.92	3,927,425.10	4,547,982.52
II.	Other Income	10,969,422.80	39,530,898.40	10,973,898.94	39,532,036.00
III.	Total Revenue (I II)	12,005,499.80	42,809,508.32	14,901,324.04	44,080,017.52
IV.	Expenses:
	Employee Benefits Expense	1,102,255.00	935,757.00	1,103,065.00	9,36,570.00
	Depreciation and Amortization Expense	87,755.00	344,520.00	123,333.94	1,522,541.80
	Expenses other than Depreciation & Employee Benefits Expense	3,716,971.90	17,228,873.48	65,76,407.56	1,73,20,558.84
	Total Expenses	4,906,981.90	18,509,150.48	7,802,806.50	19,779,670.64
V.	Profit Before Exceptional and Extraordinary Items and Tax (III-IV)	7,098,517.90	24,300,357.84	7,098,517.54	24,300,346.88
VI.	Exceptional Items	-	-
VII	Profit Before Extraordinary Items and Tax (V - VI)	7,098,517.90	24,300,357.84	7,098,517.54	24,300,346.88
VIII	Extraordinary Items	-	-
	Depreciation on account of change in method	-	-
IX.	Profit Before Tax (VII- VIII)	7,098,517.90	24,300,357.84	7,098,517.54	24,300,346.88
X	Tax Expense:
	(1) Current Tax	-	-	-	-
	(2) Deferred Tax	840,812.00	(866,123.00)	840,812.00	(866,123.00)
	(3) Short Provision of Income Tax (Earlier Years)	4,284,100.67	-	4,284,100.87	-
XI	Profit (Loss) for the Period From Continuing Operations (IX-X)	1,973,605.23	25,166,480.84	1,973,604.67	25,166,469.88
XII	Profit (Loss) for the period	1,973,605.23	25,166,480.84	1,973,604.67	25,166,469.88
XIII	Earnings Per Equity Share:
	(1) Basic	0.17	2.17	0.17	2.17
	(2) Diluted	0.17	2.17	0.17	2.17

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2024-25.

RESERVE & SURPLUS:

The Reserves and Surplus according to standalone audit report is Rs. 43,903,720.50 as against Rs.
41,930,115.27 during the previous year, whereas according to consolidated audit report it is Rs.
43,903,705.75 as against Rs. 41,930,101.08 during the previous year.

PRESENT OPERATIONS AND FUTURE PROSPECTS:

The total revenue of the company as per standalone basis is Rs. 12,005,499.80 as against Rs.
42,809,508.32 during the previous financial year whereas, as per consolidated basis total revenue
generated is of Rs. 14,901,324.04 as against Rs. 44,080,017.52. The net profit after tax according to
standalone basis is Rs. 1,973,605.23 as against Rs. 25,166,480.84 of the previous year and
consolidated basis stands to Rs. 1,973,604.67 as against the net profit of Rs. 25,166,469.88 during
the previous financial year. Your Directors are expecting bright future growth of the Company.

BUSINESS OVERVIEW AND STATE OF COMPANY''S AFFAIRS:

The detailed information on the operations of the Company and details on the state of affairs of the
Company are covered in the Management Discussion and Analysis Report.

CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company done during the year under review.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

I. APPOINTMENT & RESIGNATION OF DIRECTORS:

During the year under review, there were changes in the composition board of directors of the
company. Mrs. Sonal Mayur Desai resigned from the post of Directorship of the company. w.e.f.
08/03/2025 and Mr. Ashish Desai and Mr. Ashish Navnitlal Shah was resigned from the post of NonÂ¬
Executive Independent Director of the company w.e.f. 08/03/2025 and Mrs. Rinkal Maulik Jasani was
appointed as an Non-Executive Independent Women additional Director of the company. w.e.f.
07/03/2025 and she was regularized as Director w.e.f. 28^th May, 2025 to 27^th May, 2030 for a period
of 5 years by members at the Extra Ordinary General Meeting held on 28/05/2025.

The present structure of Board of Directors is as follows:

SR. NO.	CATEGORY	NAME OF DIRECTORS
PROMOTER AND EXECUTIVE DIRECTOR
1.	Chairman and Managing Director	Mayur Mukundbhai Desai
2.	Director	Shaival Mayurbhai Desai
NON EXECUTIVE DIRECTOR
3.	Non Executive Independent Director	Rajiv Dinesh Desai
4.	Non Executive Independent Director	Rinkal Maulik Jasani

II. RE-APPOINTMENT OF DIRECTOR:

In accordance with the provisions of section 152 of the Companies Act, 2013, Mr. Shaival Mayurbhai
Desai (DIN: 03553619), will retire by rotation at ensuing Annual General Meeting and being eligible,
offers himself for reappointment and his brief profile is given in this report as notes to the notice.

IV. DECLARATION BY INDEPENDENT DIRECTORS:

The following directors are independent directors of the company in terms of Section 149(6) of the
Act and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure requirements) Regulations
2015;

1. MR. RAJIV DINESH DESAI

2. MRS. RINKAL MAULIK JASANI (w.e.f. 07/03/2025)

The Company has received requisite declarations/ confirmations from all the above Directors
confirming their independence.

IV. COMPANY SECRETARY & COMPLIANCE OFFICER:

Mrs. Ankita Vivekkumar Shah (ACS 40326), Company Secretary & Compliance Officer of the

Company, resigned from her position with effect from 30^th November, 2024, due to pre-occupation.
Subsequently, Mr. Shaival M. Desai, Director was appointed as the Compliance Officer of the
Company with effect from 30^th November, 2024 till 28^th February, 2025 to fill the vacancy of the
Compliance officer till the time the company finds out the qualified Company Secretary as its
Compliance officer. Thereafter, Mrs. Urvi Meet Shah, a qualified Company Secretary holding
Membership No. A-73067 from the Institute of Company Secretaries of India, has been appointed
and is serving as the Company Secretary (Key Managerial Personnel) & Compliance Officer of the
Company with effect from 28^th February, 2025.

V. CHIEF FINANCIAL OFFICER AND CHIEF OPERATING OFFICER:

Ms. Varsha Deepakbhai Bhachani was resigned as Chief Financial Officer of the company w.e.f.
14/11/2024 and Mr. Harshil Desai was appointed as Chief Operating Officer of the Company w.e.f.
08/03/2025.

CORPORATE GOVERNANCE:

Since the Company is listed on SME Emerge Platform of NSE, by virtue of Regulation 15 of SEBI
(Listing Obligation And Disclosure Requirements) Regulation, 2015 the compliance with the
corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub
regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company.
Hence, Corporate Governance Report does not form part of this Annual Report.

SUBSIDIARY. ASSOCIATES & JOINT VENTURE:

The Company has no Subsidiary which exists or has ceased during the period under review.
However, the Company has invested in Joint Ventures namely KCL- SRPL (JV- Bharuch & Deesa
Project), KCL-SRPL (JV Kalol Project), MCC- SRPL(JV Palanpur Project) the details of which can be
followed in the notes to the financial statements. The details are annexed herewith as per
"Annexure -A" in FORM AOC-1. Moreover, the company has sold stake in Joint Ventures namely
KCL- SRPL and MCC- SRPL which was approved by shareholders of the company on 28/05/2025.

PUBLIC DEPOSIT:

During the year under review your Company has neither accepted the deposit from public nor
renewed the same and has neither defaulted in the repayment of deposits or payment of interest
during the financial year as envisaged by Chapter V of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of Section 135 of the Companies Act, 2013, Corporate Social Responsibility
activity (CSR Activity) is not applicable to the company.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS
/OUTGO:

The Information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo as requires under section 134(3) of the Companies Act, 2013 read with the Rule
8(3) of the Companies (Account) Rules, 2014 are not applicable, hence not mentioned. Moreover,
during the year, the Company has no Foreign Exchange earnings and no foreign exchange outgo
during the year.

DISCLOSURES:

I. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, contracts or arrangements entered into with the related party, as
defined under section 2(76) of the Companies Act, 2013 were in the ordinary course of business and
on arm''s length basis. Details of transactions pursuant to compliance of section 134(3)(h) of the
Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith
as per "Annexure-B" in FORM AOC-2.

During the year the company has not entered into any materially significant related party
transactions which may have potential conflict with the interest of the Company and stakeholders at
large. Suitable disclosures as required are provided in AS-18 which is forming part of the notes to the
financial statement.

II. NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a
policy for selection and appointment of Directors, senior management personnel and their
remuneration. Remuneration Policy of the Company acts as a guideline for determining, inter alia,
qualification, positive attributes and independence of a Director, matters relating to the
remuneration, appointment, removal and evaluation of the performance of the Director, Key
Managerial Personnel and senior managerial personnel. Nomination and Remuneration Policy is
annexed as "Annexure C" to this report and also placed on the Company''s website:
www.shaivalgroup.ooo.

PARTICULARS OF EMPLOYEES:

The Company has no employee, who is in receipt of remuneration of Rs. 8,50,000 per month/- or Rs.
1,02,00,000 per annum and hence, the company is not required to give information under Sub Rule
2 and 3 of Rule 5 of Companies f(Appointment and Remuneration of Managerial Personnel) Rules,
2014.

Further the following details form part of the Board''s Report: -

i) Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014- "Annexure D"

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY
TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No such material changes and commitments, affecting the financial position of the company have
occurred between the end of financial year to which this Financial Statement relates and up to the
date of Annual Report and hence no comments required.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

CHANGES IN SHARES CAPITAL:

There is no change in the authorised and paid up share capital of the company during the year under
review.

TRANSFER OF UNCLAIMED DIVIDEND/SHARES TO THE INVESTORS EDUCATION & PROTECTION
FUND:

Since last some years, the Company is not declaring any dividend. Therefore, it is not required to
transfer any amount or shares to Investor Education and Protection Fund during the year.

INSURANCE:

All the assets of the company are adequately insured and the Company has developed proper
system for taking insurance on all its insurable assets in order to mitigate the risk.

EXTRACT OF ANNUAL RETURN:

Pursuant to provisions of rule 12(1) of the Companies (Management and Administration) Rules, 2014
and Section 92(3) of the Companies Act, 2013 as amended, the extract of annual return in Form
MGT-9 is not required to be annexed herewith in the report. The Company is having website and
therefore, it will publish annual return on its website i.e. www.shaivalgroup.ooo after filing Form
MGT-7 on MCA portal.

AUDITORS:

I. STATUTORY AUDITORS & AUDITORS'' REPORT:

The statutory auditor namely, M/s. Jaimin Deliwala & Co., Chartered Accountants (FRN: 103861W)
has been appointed as the statutory auditors of the company since 29^th September, 2022 for a
period of five years i.e. upto the Annual general meeting to be held in the financial year 2026-27 on
such remuneration and terms and conditions as may be decided by the board.

Ministry of Corporate Affairs, vide notification dated 7^th May, 2018 has come with the amendment in
Companies (Audit and Auditors) Amendment Rules, 2018 regarding non requirement of ratification
of Auditor at every Annual General Meeting after his appointment as a Statutory Auditor of the
Company. Therefore, ratification of appointment of auditor is not proposed in the ensuing Annual
General Meeting.

AUDITORS'' REPORT:

The Auditors'' Report does not contain any qualification, reservation or adverse remark(s) on the
financial statements for the year ended 31^st March, 2025. The notes of accounts referred to in the
auditors'' report are self explanatory and therefore do not require any further comments.

II. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Act and The Companies [Appointment and
Remuneration of Managerial Personnel] Rules, 2014, the Company has appointed M/s. Ronak Doshi
& Associates, Practicing Company Secretary to undertake Secretarial Audit for the financial year
ended on 31^st March, 2025. Secretarial Audit Report is annexed as "Annexure E" as Form MR-3. The
Board has duly reviewed the Secretarial Auditor''s Report and the observations and comments,
appearing in the report are self-explanatory and do not call for any further explanation / clarification
by the Board of Directors as provided under section 134 of the Act.

III. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

Pursuant to the provisions of Regulation 34(3) and Schedule V Para C clause (10) (i) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, A certificate from Shri Ronak D Doshi,
Practicing Company Secretary 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 the Company
by SEBI or MCA or any such statutory authority, it is enclosed as "Annexure F".

IV. INTERNAL CONTROL AUDITOR AND SYSTEM:

Pursuant to the provisions of section 138 of the Companies Act and rules made there under, the
company has its proper system of Internal Control and it regularly monitor the safeguarding of its
assets, prevention and detection of frauds and errors and accuracy and completeness of accounting
records including timely preparation of financial information.

Mrs. Vikeeta Kaswala, Internal Auditor of the company, together with Statutory Auditor of the
Company M/s. Jaimin Deliwala & Co. consults and reviews the effectiveness and efficiency of these
systems and procedures to ensure that all the assets are protected against loss and that the financial
and operational information is accurate and complete in all respects.

ENVIRONMENT, HEALTH AND SAFETY:

The Company accords the highest priority to Environment, Health and Safety. The management is
constantly reviewing the safety standards of the employees and the management believes in the
concept of sustainable development.

MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

i. Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for Directors and
employees to report concerns about unethical behavior, actual or suspected fraud or violation of
Company''s Code of Conduct or Ethics Policy. During the year, none of the matter having any
unethical practices or behavior was reported to the Company.

The Vigil Mechanism/Whistle Blower Policy can be accessed at the Company''s Website:
www.shaivalgroup.ooo.

ii. Business Conduct Policy:

The Company has framed "Business Conduct Policy". Every employee is required to review and sign
the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The
objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner.
The policy provides for anti-bribery and avoidance of other corruption practices by the employees of
the Company.

MEETINGS OF THE COMPANY:

I. BOARD MEETINGS:

The Board of Directors duly met at regular intervals during the mentioned financial year as per the
Act with the gap between two board meetings not exceeding 120 days and in respect of those
meetings proper notices were given and the proceedings were properly recorded and signed in the
Minutes Book maintained for the purpose. The Company has conducted Six (6) Board meetings
dated 30/04/2024, 26/08/2024, 14/11/2024, 11/12/2024, 28/02/2025 and 07/03/2025.

Attendance of Board Meeting:

SR. NO.	NAME OF DIRECTORS	NO. OF BOARD MEETING
SR. NO.	NAME OF DIRECTORS	HELD	ATTENDED
1.	MR. MAYUR MUKUNDBHAI DESAI	6	6
2.	MRS. SONAL MAYUR DESAI	6	6
3.	MR. SHAIVAL MAYURBHAI DESAI	6	5
4.	MR. ASHISH NAVNITLAL SHAH	6	6
5.	MR. ASHISH DESAI	6	6
6.	MR. RAJIV DINESH DESAI	6	6
7.	MRS. RINKAI MAUI IK JASANI*	6	0

*Mrs. Rinal Maulik Jasani was appointed as an Additional Non Executive Independent Director w.e.f.
07/03/2025 and hence she has not attended any Board meeting as Director.

II. COMMITTEES AND THEIR MEETINGS:

A. AUDIT COMMITTEE:

The constitution of Audit Committee includes Mr. Ashish Navnitlal Shah, Chairman and Mr. Ashish
Desai and Mr. Mayur Mukundbhai Desai as members of the Audit Committee. The Company
Secretary act as Secretary to the Meeting. The constitution of Audit Committee meets with the
requirements under Section 177 of the Companies Act, 2013 and any other regulatory provisions.

The Committee periodically discussed the Financial Reporting process, reviewed the Financial
Statements, and discussed the quality of the applied accounting principles and significant judgment
that affected the Company''s Financial Statements. The audit Committee reviewed with adequacy of
internal control systems with the management, statutory and internal auditors.

During the year under review, Mr. Ashish Navnitlal Shah and Ashish Desai, Non Executive
Independent Director has resigned as a member of the Audit Committee as well as from the board
w.e.f. 08/03/2025 and to meet with the requirements under Section 177 of the Companies Act, 2013
and Regulation 18 of the Securities and Exchange Board of India (LODR) Regulation, 2015 of the
Stock Exchanges, the Board had appointed of Mr. Rajiv Dinesh Desai, as a chairman of the Audit
Committee w.e.f. 07/03/2025 and Mrs. Rinkal Maulik Jasani, Non Executive Independent Director
was appointed as a member of the committee w.e.f. 07/03/2025.

So, the re-constituted Audit Committee includes two (2) Non Executive Independent directors and
one (1) Managing Director, namely Mr. Rajiv Dinesh Desai, Non Executive Independent Director as
chairman, Mrs. Rinkal Maulik Jasani, Non Executive Independent Director and Mr. Mayur
Mukundbhai Desai, Managing Director as members of the Committee. The Company Secretary of
the company acts as the Secretary to the Audit Committee. The re-constitution of Audit Committee
meets with the requirements under Section 177 of the Companies Act, 2013.

Terms of Reference:

The terms of reference of the Audit Committee include approving and implementing the audit
procedures, reviewing financial reporting systems, internal control systems and control procedures

________

and ensuring compliance with the regulatory guidelines under Section 177 of the Companies Act,
2013 and any other regulatory provisions.

Powers of the Audit Committee:

The Audit Committee has powers that include the following:

a) To investigate any activity of the Company within its terms of reference

b) To seek information from any employee

c) To obtain outside legal and other professional advice

d) To secure attendance of outsiders with relevant expertise, if it considers necessary.

Audit committee meeting:

The Audit Committee duly met at regular intervals during the mentioned financial year 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. The Company has conducted 4 (Four)
meetings during the year dated 30/04/2024, 26/08/2024, 14/11/2024 and 07/03/2025.

Attendance of Audit Committee Meeting:

Sr. No.	Name of Directors	No. of Board Meeting
Sr. No.	Name of Directors	Held	Attended
1.	MR. ASHISH NAVNITLAL SHAH	4	4
2.	MR. ASHISH DESAI	4	4
3.	MR. MAYUR MUKUNDBHAI DESAI	4	4

B. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee is entrusted with the responsibility of finalizing the
remuneration of Executive / Whole Time Directors as well as key managerial personnel.

During the year under review, Mr. Ashish Navnitlal Shah and Mr. Ashish Desai Non Executive
Independent Director has resigned as a member of the Nomination & Remuneration Committee
w.e.f. 08/03/2025 and to meet with the requirements under Section 178 of the Companies Act, 2013
and Regulation 19 of the Securities and Exchange Board of India (LODR) Regulation, 2015 of the
Stock Exchanges, the Board had appointed of Mr. Shaival Mayurbhai Desai, Non-Executive Director,
as a member and Mrs. Rinkal Maulik Jasani, Non-Executive Independent Director as a member of the
committee w.e.f. 07/03/2025.

So, the re-constituted Nomination and Remuneration Committee includes two (2) Non Executive
Independent directors and one (1) Non-Executive Director, namely Mr. Rajiv Desai, Non Executive
Independent Director as chairman, Mr. Rinkal Maulik Jasani, Non Executive Independent Director as
a member and Mr. Shaival Mayurbhai Desai, Non-Executive Director as members of the Committee.
The Company Secretary of the company acts as the Secretary to the Nomination and Remuneration
Committee. The re-constitution of Nomination and Remuneration Committee meets with the
requirements under Section 178 of the Companies Act, 2013.

Nomination and Remuneration committee meeting:

The Committee met 5 (Five) times during the year 2024-25 on 30/04/2024, 26/08/2024, 30/11/2024,
28/02/2025 and 07/03/2025. It has complied with the provisions of Section 178 of the Companies
Act, 2013.

Attendance of Nomination and Remuneration Committee Meeting:

Sr. No.	Name of Directors	No. of Board Meeting
Sr. No.	Name of Directors	Held	Attended
1.	MR. ASHISH NAVNITLAL SHAH	5	5
2.	MR. ASHISH DESAI	5	5
3.	MR. RAJIV DESAI	5	5

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors of the Company has constituted a Stakeholders Relationship Committee as
per Companies Act, 2013. During the year under review, Mr. Ashish Navnitlal Shah Non Executive
Independent Director as a member, Mrs. Sonal M Desai, Director as a member and Mr. Ashish Desai,
Non Executive Independent Director as a chairman has resigned of the Stakeholders Relationship
Committee w.e.f. 08/03/2025 and to meet with the requirements under Regulation 19 of the
Securities and Exchange Board of India (LODR) Regulation, 2015 of the Stock Exchanges, the Board
had appointed of Mr. Shaival Mayurbhai Desai, Non-Executive Director, as a member and Mr. Rajiv
Dinesh Desai, Non-Executive Independent Director as a chairman and Mr. Mayur Mukundbhai Desai,
Managing Director as a member of the committee w.e.f. 07/03/2025.

So, the re-constituted Stakeholders Relationship Committee includes one (1) Non Executive
Independent directors and one (1) Non-Executive Director and one (1) Managing Director, namely
Mr. Rajiv Desai, Non Executive Independent Director as chairman, Mr. Mayur Mukundbhai Desai,
Managing Director as a member and Mr. Shaival Mayurbhai Desai, Non-Executive Director as
members of the Committee. The Company Secretary of the company acts as the Secretary to the
Stakeholders Relationship Committee. The re-constitution of Stakeholders Relationship Committee
meets with the requirements under Regulation 19 of the Securities and Exchange Board of India
(LODR) Regulation, 2015.

They inter alia, approve issue of duplicate certificates and oversee and reviews all matters connected
with the securities transfers. The Committee also looks into redressal of shareholders'' complaints
relating to transfer of shares, non-receipts of balance sheet, non-receipt of declared dividends, etc.
The Committee overseas the performance of the Registrar and Transfer Agents and recommends
measures for overall improvement in the quality of investor services.

The Company has designated the below cited e-mail ID of the Grievance Redressal Division/
Compliance Officer to Mrs. Ankita Vivekkumar Shah, Company Secretary up to 30/11/2024 and Mr.
Shaival M. Desai was appointed as the Compliance Officer of the Company with effect from
30/11/2024 till 28/02/2025. Thereafter, Mrs. Urvi Meet Shah, Company Secretary w.e.f. 28/02/2025
exclusively for the purpose of registering complaints by investors.

E-mail ID - shaivalgroup@gmail.com/ cs.shaival@gmail.com

None of the request for transfers, dematerialization and re-materialization was pending for approval
as on 31^st March, 2025.

The Committee met 4 (Four) times during the year on 30/04/2024, 26/08/2024, 14/11/2024 and
28/02/2025.

Attendance of Stakeholder relationship Committee Meeting:

Sr. No.	Name of Directors	No. of Board Meeting
Sr. No.	Name of Directors	Held	Attended
1.	MR. ASHISH NAVNITLAL SHAH	4	4
2.	MR. ASHISH DESAI	4	4
3.	MRS. SONAL M DESAI	4	4

III. INDEPENDENT DIRECTORS'' MEETING:

During the year under review, a separate meeting of Independent Directors was held on 14^thNovember, 2024 inter alia, to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole,

2. Evaluation of performance of the Chairman of the Company, taking into account the views of
other Executive and Non-Executive Directors and

3. Evaluation of the quality, content and timelines of flow of information between the Management
and the Board and that is necessary to effectively and reasonably perform its duties.

All the Independent Directors were present at the meeting.

INDUSTRIAL RELATIONS:

The relations with the laborers were cordially in nature.

ACCOUNTING STANDARDS AND FINANCIAL REPORTING:

The Company incorporates the accounting standards as and when issued by the Institute of
Chartered Accountants of India. The Company Complied with the Stock Exchange and legal
requirement concerning the Financial Statements at the time of preparing them for the Annual
Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34(3) and 53(f) of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 the Management Discussion & Analysis Statement and the Auditors'' Certificate
regarding Compliance of Conditions of Corporate Governance are part of this Annual Report.

DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI and National Stock Exchange Limited, the shares of the Public Company
must be under compulsory Demat form. The Company has established connectivity with both the
Depositories i.e. National Securities Depository Limited and Central Depository Services (India)
limited and the Demat activation number allotted to the Company is ISIN: INE262S01010. Presently
all the shares of the company i.e. 100% shares are held in electronic mode.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN 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 Workplace (Prevention, Prohibition & Redressal) Act, 2013.
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. Your Directors further state that no complaints regarding the sexual harassment were
raised during the year.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) the Board confirms and submits the Director''s
Responsibility Statement:-

a) in preparation of the Annual Accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

b) 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 profit or loss of the
company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records for safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;

d) the Directors had prepared the Annual Accounts on a going concern basis; and

e) the directors, in the case of a listed company, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were operating
effectively.

f) The directors had devised proper system to ensure compliance with the provision of all
applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 AS PER
COMPANIES ACT, 2013:

The Company has not provided directly or indirectly any loan to any other person or body corporate
or has given any guarantees or provide security in connection with loan to any other body corporate
or person and acquire by way of subscription, purchase or otherwise, the securities of any other
body corporate, exceeding sixty percent of its paid up capital, free reserves and securities premium
account or one hundred percent of its free reserves and securities premium account, whichever is
more and hence it is within the purview of Section 186 of the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and as per Regulations under SEBI (LODR),

2015, the Board has carried out an annual performance evaluation of its own performance, the
directors individually, as well as, the evaluation of the working of its Audit, Nomination and
Remuneration Committee. The performance of the Board was evaluated by the Board after seeking
feedback from all the Directors on the basis of the parameters/criteria, such as, degree of fulfillment
of key responsibility by the Board, Board Structures and Composition, establishment and delineation
of responsibilities to the Committees, effectiveness of Board processes, information and functioning,
Board culture and dynamics and, Quality of relationship between the Board and the Management.
The performance of the committees'' viz. Audit Committee and Nomination & Remuneration
Committee was evaluated by the Board after seeking feedback from Committee members on the
basis of parameters/criteria such as degree of fulfillment of key responsibilities, adequacy of
committee composition, effectiveness of meetings, committee dynamics and, quality of relationship
of the committee with the Board and the Management. The directors expressed their satisfaction
with the evaluation process and outcome.

The performance on Non- Independent Director, including Chairman was also evaluated by the
Independent Directors at the separate meeting held of Independent Directors of the Company.

FRAUD:

The company officials have made investigation regarding the suspected fraud and given their report
to the board and the audit committee.

RISK MANAGEMENT SYSTEM:

The Company has developed and implemented a risk management system which identifies, assess,
monitor and mitigate various risks on continuation basis, which may threaten the existence of the
Company.

DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE:

Name of directors	Relationship with other director
Mr. Mayur Mukundbhai Desai	Managing Director and self
Mr. Shaival Mayurbhai Desai	Director and son of Mr. Mayur M Desai
Mr. Rajiv Dinesh Desai	None
Mrs. Rinkal Maulik Jasani	None

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere appreciation to the financial institutions,
Company''s bankers and customers, vendors and investors for their continued support during the
year.

Your Directors are also pleased to record their appreciation for the dedication and contribution
made by employees at all levels who through their competence and hard work have enabled your
Company achieve good performance year after year and look forward to their support in future as
well.

Registered Office: By Order of the Board

Block-A, Office No.-1501 to 1503, For, Shaival Reality Limited

15th Floor, Navratna Corporate Park,

Ambli Bopal, Opp. Jayantilal Park,

Ahmedabad, Gujarat-380058.

Sd/- Sd/-

MAYUR M. DESAI SHAIVAL M DESAI

Date: 18^th June, 2025 Chairman & Managing Director Director

Place: Ahmedabad DIN: 00143018 DIN: 03553619

Mar 31, 2024

The Board of Directors of your Company is presenting Twenty Eighth (28^th) Annual Report of your
Company together with the Audited Financial Statements (Standalone and Consolidated) for the
period ended 31^st March, 2024.

FINANCIAL RESULTS:

(Amount in Rs.)

Sr. No.	Particulars	Standalone		Consolidated
Sr. No.	Particulars	Figures for the year ended 31/03/2024	Figures for the year ended 31/03/2023	Figures for the year ended 31/03/2024	Figures for the year ended 31/03/2023
I.	Revenue From Operations	3,278,609.92	26,008,450.60	4,547,982.52	27,506,992.10
II.	Other Income	39,530,898.40	73,674,518.53	39,532,036.00	75,233,072.72
III.	Total Revenue (I II)	42,809,508.32	99,682,969.13	44,080,018.52	102,740,064.82
IV.	Expenses:
	Employee Benefits Expense	935,757.00	3,332,295.00	936,567.00	3,813,854.40
	Depreciation and Amortization Expense	344,520.00	8,584,374.02	1,522,539.00	8,769,038.47
	Expenses other than Depreciation & Employee Benefits Expense	17,228,873.48	23,945,725.82	17,320,558.84	26,336,599.89
	Total Expenses	18,509,150.48	35,862,394.84	19,779,664.84	38,919,492.76
V.	Profit Before Exceptional and Extraordinary Items and Tax (III-IV)	24,300,357.84	63,820,574.29	24,300,353.68	63,820,572.06
VI.	Exceptional Items	-	-		-
VII	Profit Before Extraordinary Items and Tax (V - VI)	24,300,357.84	63,820,574.29	24,300,353.68	63,820,572.06
VIII	Extraordinary Items	-	-		-
	Depreciation on account of change in method	-	-		-
IX.	Profit Before Tax (VII- VIII)	24,300,357.84	63,820,574.29	24,300,353.68	63,820,572.26
X	Tax Expense:
	(1) Current Tax	-	-		-
	(2) Deferred Tax	(866,123.00)	(3,255,257.00)	(866,123.00)	(3,255,257.00)
XI	Profit (Loss) for the Period From Continuing Operations (IX-X)	25,166,480.84	67,075,831.29	25,166,476.68	67,075,829.06
XII	Profit (Loss) for the period	25,166,480.84	67,075,831.29	25,166,476.68	67,075,829.06
XIII	Earnings Per Equity Share:
	(1) Basic	2.17	5.80	2.17	5.80
	(2) Diluted	2.17	5.80	2.17	5.80

DIVIDEND:

Your Directors do not recommend any dividend for the financial year 2023-24.

RESERVE & SURPLUS:

The Reserves and Surplus according to standalone audit report is Rs. 41,930,115.27 as against Rs.
16,763,634.43 during the previous year, whereas according to consolidated audit report it is Rs.
41,930,108.89 as against Rs. 16,763,632.20 during the previous year.

PRESENT OPERATIONS AND FUTURE PROSPECTS:

The total revenue of the company as per standalone basis is Rs. 42,809,508.32 as against Rs.
99,682,969.13 during the previous financial year whereas, as per consolidated basis total revenue
generated is of Rs. 44,080,018.52 as against Rs. 102,740,064.82. The net profit after tax according to
standalone basis is Rs. 25,166,480.84 as against Rs. 67,075,831.29 of the previous year and
consolidated basis stands to Rs. 25,166,476.68 as against the net profit of Rs. 67,075,829.06 during
the previous financial year. Your Directors are expecting bright future growth of the Company.

BUSINESS OVERVIEW AND STATE OF COMPANY''S AFFAIRS:

The detailed information on the operations of the Company and details on the state of affairs of the
Company are covered in the Management Discussion and Analysis Report.

CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company done during the year under review.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

I. APPOINTMENT & RESIGNATION OF DIRECTORS:

During the year under review, there was change in the composition board of directors of the
company. Mr. Rajiv Dinesh Desai was appointed as an additional non-executive independent director
of the company w.e.f. 01/11/2023. The present structure of Board of Directors is as follows:

SR. NO.	CATEGORY	NAME OF DIRECTORS
PROMOTER AND EXECUTIVE DIRECTOR
1.	Chairman and Managing Director	Mayur Mukundbhai Desai
2.	Director	Sonal Mayur Desai
3.	Director	Shaival Mayurbhai Desai
NON EXECUTIVE DIRECTOR
4.	Non Executive Independent Director	Ashish Navnitlal Shah
5.	Non Executive Independent Director	Ashish Desai
6.	Additional Non Executive Independent Director	Rajiv Dinesh Desai

II. RE-APPOINTMENT OF DIRECTOR:

III. REGULARIZATION OF ADDITIONAL DIRECTOR:

During the year under review, Mr. Rajiv Dinesh Desai was appointed as Additional Non-executive
independent director w.e.f. 01/11/2023 and he will be regularized and appointed for period of five
years at the ensuing Annual General Meeting subject to approval of the members and his brief
profile is given in this report as notes to the notice.

IV. DECLARATION BY INDEPENDENT DIRECTORS:

1. MR. ASHISH NAVNITLAL SHAH

2. MR. ASHISH DESAI

3. MR. RAJIV DINESH DESAI (w.e.f. 01/11/2023)

The Company has received requisite declarations/ confirmations from all the above Directors
confirming their independence.

IV. COMPANY SECRETARY & COMPLIANCE OFFICER:

Ms. Bhavya Maniyar, (ACS A62856) Company Secretary & Compliance Officer of the company has
resigned with effect from 18^th September, 2023 from the post of Company Secretary & Compliance
Officer of the company due to pre-occupation.

Mrs. Ankita Vivekkumar Shah, Company Secretary holding requisite qualification from the Institute
of Company Secretaries of India, having Membership No. ACS 40326 has been appointed/ working as
Company Secretary (KMP) & Compliance Officer of the company with effect from 1^st February, 2024.

V. CHIEF FINANCIAL OFFICER AND CHIEF OPERATING OFFICER:

Ms. Varsha Deepakbhai Bhachani has been appointed as Chief Financial Officer of the company
w.e.f. 29/06/2023 and Mr. Harshil Desai acts as Chief Operating Officer of the Company w.e.f.
08/07/2022.

CORPORATE GOVERNANCE:

SUBSIDIARY. ASSOCIATES & JOINT VENTURE:

PUBLIC DEPOSIT:

CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of Section 135 of the Companies Act, 2013, Corporate Social Responsibility
activity (CSR Activity) is not applicable to the company.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS
/OUTGO:

DISCLOSURES:

I. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

II. NOMINATION AND REMUNERATION POLICY:

PARTICULARS OF EMPLOYEES:

The Company has no employee, who is in receipt of remuneration of Rs. 8,50,000 per month/- or Rs.
1,02,00,000 per annum and hence, the company is not required to give information under Sub Rule
2 and 3 of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.

Further the following details form part of the Board''s Report: -

i) Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014- "Annexure D"

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year, no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and company''s operations in future. However, National Stock
Exchange of India Limited has levied fine of Rs. 16,520 including GST for quarter ended
December''2023 for delay in appointment/non-appointment of company secretary and compliance
officer for a period 14 days pursuant to Regulation 6(1) of SEBI (Listing Obligations and Disclosure
Requirement), Regulations, 2018 vide notice dated 11^th March, 2024 which was duly paid by the
company. Moreover, National Stock Exchange of India Limited has also levied fine of Rs. 36,580
including GST for quarter ended March''2024 for delay in appointment/non-appointment of
company secretary and compliance officer for period of 31 days pursuant to Regulation 6(1) of
SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2018 vide notice dated 27^thMay, 2024 which was duly paid by the company.

CHANGES IN SHARES CAPITAL:

There is no change in the authorised and paid up share capital of the company during the year under
review.

TRANSFER OF UNCLAIMED DIVIDEND/SHARES TO THE INVESTORS EDUCATION & PROTECTION
FUND:

Since last some years, the Company is not declaring any dividend. Therefore, it is not required to
transfer any amount or shares to Investor Education and Protection Fund during the year.

INSURANCE:

All the assets of the company are adequately insured and the Company has developed proper
system for taking insurance on all its insurable assets in order to mitigate the risk.

EXTRACT OF ANNUAL RETURN:

AUDITORS:

I. STATUTORY AUDITORS & AUDITORS'' REPORT:

AUDITORS'' REPORT:

The Auditors'' Report does not contain any qualification, reservation or adverse remark(s) on the
financial statements for the year ended March 31, 2024. The notes of accounts referred to in the
auditors'' report are self explanatory and therefore do not require any further comments.

II. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Act and The Companies [Appointment and
Remuneration of Managerial Personnel] Rules, 2014, the Company has appointed M/s. Ronak Doshi
& Associates, Practicing Company Secretary to undertake Secretarial Audit for the financial year
ended on 31^st March, 2024. Secretarial Audit Report is annexed as "Annexure E" as Form MR-3. The
Board has duly reviewed the Secretarial Auditor''s Report and the observations and comments,
appearing in the report are self-explanatory and do not call for any further explanation / clarification
by the Board of Directors as provided under section 134 of the Act.

III. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

IV. INTERNAL CONTROL AUDITOR AND SYSTEM:

ENVIRONMENT, HEALTH AND SAFETY:

MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:
i. Vigil Mechanism / Whistle Blower Policy:

The Vigil Mechanism/Whistle Blower Policy can be accessed at the Company''s Website:
www.shaivalgroup.ooo.

ii. Business Conduct Policy:

MEETINGS OF THE COMPANY:

I. BOARD MEETINGS:

The Board of Directors duly met at regular intervals during the mentioned financial year as per the
Act with the gap between two board meetings not exceeding 120 days and in respect of those
meetings proper notices were given and the proceedings were properly recorded and signed in the
Minutes Book maintained for the purpose. The Company has conducted Six (6) Board meetings
dated 19/05/2023, 28/06/2023, 01/09/2023, 18/09/2023, 26/10/2023 and 31/01/2024.

Attendance of Board Meeting:

SR. NO.	NAME OF DIRECTORS	NO. OF BOARD MEETING
SR. NO.	NAME OF DIRECTORS	HELD	ATTENDED
1.	MR. MAYUR MUKUNDBHAI DESAI	6	6
2.	MRS. SONAL MAYUR DESAI	6	6
3.	MR. SHAIVAL MAYURBHAI DESAI	6	6
4.	MR. ASHISH NAVNITLAL SHAH	6	6
5.	MR. ASHISH DESAI	6	6
6.	MR. RAJIV DINESH DESAI	1	1

II. COMMITTEES AND THEIR MEETINGS:

A. AUDIT COMMITTEE:

Terms of Reference:

The terms of reference of the Audit Committee include approving and implementing the audit
procedures, reviewing financial reporting systems, internal control systems and control procedures
and ensuring compliance with the regulatory guidelines under Section 177 of the Companies Act,
2013 and any other regulatory provisions.

Powers of the Audit Committee:

The Audit Committee has powers that include the following:

a) To investigate any activity of the Company within its terms of reference

b) To seek information from any employee

c) To obtain outside legal and other professional advice

d) To secure attendance of outsiders with relevant expertise, if it considers necessary.

Audit committee meeting:

Attendance of Audit Committee Meeting:

Sr. No.	Name of Directors	No. of Board Meeting
Sr. No.	Name of Directors	Held	Attended
1.	MR. ASHISH NAVNITLAL SHAH	4	4
2.	MR. ASHISH DESAI	4	4
3.	MR. MAYUR MUKUNDBHAI DESAI	4	4

B. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee is entrusted with the responsibility of finalizing the
remuneration of Executive / Whole Time Directors as well as key managerial personnel.

During the year under review, Mr. Shaival Desai has resigned as a member of the Nomination &
Remuneration Committee w.e.f. 31/01/2024 and to meet with the requirements under Section 178
of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (LODR)
Regulation, 2015 of the Stock Exchanges, the Board had appointed of Mr. Rajiv Dinesh Desai, as a
member of the committee w.e.f. 31/01/2024.

So, the re-constituted Nomination and Remuneration Committee includes three (3) Non Executive
Independent directors, namely Mr. Ashish Desai, Non Executive Independent Director as
chairperson, Mr. Ashish Navnitlal Shah and Mr. Rajiv Dinesh Desai as members of the Committee.
The Company Secretary of the company acts as the Secretary to the Nomination and Remuneration
Committee. The re-constitution of Nomination and Remuneration Committee meets with the
requirements under Section 178 of the Companies Act, 2013.

Nomination and Remuneration committee meeting:

The Committee met 4 (Four) times during the year 2023-24 on 28/06/2023, 18/09/2023, 26/10/2023
and 31/01/2024. It has complied with the provisions of Section 178 of the Companies Act, 2013.

Attendance of Nomination and Remuneration Committee Meeting:

Sr. No.	Name of Directors	No. of Board Meeting
Sr. No.	Name of Directors	Held	Attended
1.	MR. ASHISH NAVNITLAL SHAH	4	4
2.	MR. ASHISH DESAI	4	4
3.	MR. SHAIVAL DESAI	3	3
4.	MR. RAJIV DESAI	1	1

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors of the Company has constituted a Stakeholders Relationship Committee as
per Companies Act, 2013. Presently, the Stakeholders Relationship Committee comprising of Mr.
Ashish Desai, Chairman of the Committee, Mr. Ashish Navnitlal Shah and Mrs. Sonal M Desai are
members of the Committee.

The Company has designated the below cited e-mail ID of the Grievance Redressal Division /
Compliance Officer to Ms. Bhavya Nileshbhai Patel, Company Secretary up to 18/09/2023 and Mrs.
Ankita Vivekkumar Shah, Company Secretary w.e.f. 01/02/2024 exclusively for the purpose of
registering complaints by investors.

E-mail ID - shaivalgroup@gmail.com/ cs.shaival@gmail.com

None of the request for transfers, dematerialization and re-materialization was pending for approval
as on 31^st March, 2024.

The Committee met 4 (Two) times during the year on 28/06/2023, 01/09/2023, 26/10/2023 and
31/01/2024.

Attendance of Stakeholder relationship Committee Meeting:

Sr. No.	Name of Directors	No. of Board Meeting
Sr. No.	Name of Directors	Held	Attended
1.	MR. ASHISH NAVNITLAL SHAH	2	2
2.	MR. ASHISH DESAI	2	2
3.	MRS. SONAL M DESAI	2	2

III. INDEPENDENT DIRECTORS'' MEETING:

During the year under review, a separate meeting of Independent Directors was held on 31^STJanuary, 2024 inter alia, to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole,

2. Evaluation of performance of the Chairman of the Company, taking into account the views of
other Executive and Non-Executive Directors and

3. Evaluation of the quality, content and timelines of flow of information between the Management
and the Board and that is necessary to effectively and reasonably perform its duties.

All the Independent Directors were present at the meeting.

INDUSTRIAL RELATIONS:

The relations with the laborers were cordially in nature.

ACCOUNTING STANDARDS AND FINANCIAL REPORTING:

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

DEMATERIALISATION OF EQUITY SHARES:

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (Prevention,
Prohibition and Redressal Act, 2013):

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) the Board confirms and submits the Director''s
Responsibility Statement:-

a) in preparation of the Annual Accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

d) the Directors had prepared the Annual Accounts on a going concern basis; and

f) The directors had devised proper system to ensure compliance with the provision of all
applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 AS PER
COMPANIES ACT, 2013:

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and as per Regulations under SEBI (LODR),
2015, the Board has carried out an annual performance evaluation of its own performance, the
directors individually, as well as, the evaluation of the working of its Audit, Nomination and
Remuneration Committee. The performance of the Board was evaluated by the Board after seeking
feedback from all the Directors on the basis of the parameters/criteria, such as, degree of fulfillment
of key responsibility by the Board, Board Structures and Composition, establishment and delineation
of responsibilities to the Committees, effectiveness of Board processes, information and functioning,
Board culture and dynamics and, Quality of relationship between the Board and the Management.
The performance of the committees'' viz. Audit Committee and Nomination & Remuneration
Committee was evaluated by the Board after seeking feedback from Committee members on the
basis of parameters/criteria such as degree of fulfillment of key responsibilities, adequacy of
committee composition, effectiveness of meetings, committee dynamics and, quality of relationship
of the committee with the Board and the Management. The directors expressed their satisfaction
with the evaluation process and outcome.

The performance on Non- Independent Director, including Chairman was also evaluated by the
Independent Directors at the separate meeting held of Independent Directors of the Company.

FRAUD:

The company officials have made investigation regarding the suspected fraud and given their report
to the board and the audit committee.

RISK MANAGEMENT SYSTEM:

The Company has developed and implemented a risk management system which identifies, assess,
monitor and mitigate various risks on continuation basis, which may threaten the existence of the
Company.

DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE:

Name of directors	Relationship with other director
Mr. Mayur Mukundbhai Desai	Managing Director and self
Mrs. Sonal Mayur Desai	Director and wife of Mr. Mayur M Desai
Mr. Shaival Mayurbhai Desai	Director and son of Mr. Mayur M Desai
Mr. Ashish Navnitlal Shah	None
Mr. Ashish Desai	None
Mr. Rajiv Dinesh Desai	None

ACKNOWLEDGMENT:

Your Directors wish to place on record their sincere appreciation to the financial institutions,
Company''s bankers and customers, vendors and investors for their continued support during the
year.

Registered Office: By Order of the Board

A/1, Maharaja Palace, For, Shaival Reality Limited

Near Vijay Cross Road, Navrangpura,

Ahmedabad - 380009.

Sd/- Sd/-

MAYUR M. DESAI SHAIVAL M DESAI

Date: August 26, 2024 Chairman & Managing Director Director

Place: Ahmedabad DIN: 00143018 DIN: 03553619

Mar 31, 2018

To the Members,

The Directors have pleasure in presenting their 22^nd Annual Report of the Company together with the Financial Statements for the year ended 31^st March, 2018.

1. FINANCIAL RESULTS

The Summarized Financial highlight is depicted below:

Particulars		Figures for the year ended 31/03/2018	Figures for the year ended 31/03/2017	Figures for the period ended 31/03/2018	Figures for the period ended 31/03/2017
I.	Revenue From Operations	290,151,670	414,552,798	414,552,798	584,585,842
II.	Other Income	34,996,496	30,767,501	30,767,501	15,705,109
III.	Total Revenue (I II)	325,148,166	445,320,299	445,320,299	600,290,951
IV.	Expenses:
	Cost of Materials Consumed	91,403,178	258,639,927	258,639,927	325,822,875
	Purchases of Stock-in-Trade	-	-	-	-
	Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade	18,220,004	(49,215,914)	(49,215,914)	(12,059,953)
	Other Direct Expense	137,262,940	148,919,888	148,919,888	142,601,290
	Employee Benefits Expense	19,176,183	21,470,262	21,470,262	20,224,001
	Finance Costs	12,954,418	12,954,418	12,954,418	10,739,762
	Depreciation and Amortization Expense	59,606,180	59,675,224	59,675,224	43,561,462
	Other Expenses	14,392,692	20,180,502	20,180,502	18,750,280
	Total Expenses	353,015,594	472,624,306	472,624,306	549,639,718
V.	Profit Before Exceptional and Extraordinary Items and Tax (III-IV)	(27,867,428)	(27,304,007)	(27,304,007)	50,651,233
VI.	Exceptional Items	-	-	-	-

VI I.	Profit Before Extraordinary Items and Tax (V - VI)	(27,867,428)	(27,304,007)	(27,304,007)	50,651,233
VII I.	Extraordinary Items	-	-	-	-
	Depreciation on account of change in method	-	-	-	-
IX.	Profit Before Tax (VII-VIII)	(27,867,428)	(27,304,007)	(27,304,007)	50,651,233
X	Tax Expense:
	(1) Current Tax	-	3,750,000	3,750,000	21,214,490
	(2) Deferred Tax	-	11,856,013	11,856,013	6,029,914
XI	Profit (Loss) for the Period From Continuing Operations (VII-VIII)	(27,867,428)	(19,197,994)	(19,197,994)	35,466,657
XV	Profit (Loss) for the period (XI XIV)	(27,867,428)	(19,197,994)	(19,197,994)	35,466,657
XV I	Earnings Per Equity Share:
	(1) Basic	(2.41)	(4.73)	(4.73)	18.37
	(2) Diluted	(2.41)	(4.73)	(4.73)	18.37

2. DIVIDEND

In the view of the loss incurred this financial year, the Board do not recommend any dividend for the year ended 31^st March, 2018

3. RESERVES

The balance (standalone) in Reserves & Surplus stands at Rs. 400.54 Lacs in comparison with the Previous year balance of Rs. 1566.73 Lacs.

4. BUSINESS OVERVIEW AND STATE OF COMPANYâS AFFAIRS

The detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

5. CHANGE IN THE NATURE OF BUSINESS

There was no change in the business of the Company.

6. SUBSIDIARY, ASSOCIATES & JOINT VENTURE

The Company has no Subsidiary which exists or has ceased during the period under review.

However, the Company has invested in Joint Ventures namely KCL- SRPL & MCC- SRPL the details of which can be followed in the notes to the financial statements.

7. TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTORS EDUCATION & PROTECTION FUND

Since there is/was no dividend declared by the Company, the provisions of Section 125 of the Companies Act, 2013, doesnât apply to the Company.

8. PUBLIC DEPOSIT

The Company havenât accepted or renewed any deposit from public.

9. CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to the Corporate Social Responsibility are not applicable to the Company

10. SHARE CAPITAL

Your Company has increased its authorised share capital from Rs. 2,00,00,000 (Rupees Two Crores Only) to Rs. 15,00,00,000 (Rupees Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lacs) Equity Shares of Rs.10/- each.

Your Company also had allotted and listed 9645000 Equity shares of Rs.10/- each as bonus share in the ratio of 5 new equity shares for every 1 existing equity share held.

Pursuant to the issue of bonus shares the paid up and issued capital of the Company has increased from Rs. 1,92,90,000 to Rs. 11,57,40,000.

11. AUDITORS

a) Statutory Auditors

Pursuant to the provisions of the Companies Act, 2013, and rules made there under, Rajpara Associates, Chartered Accountants, Firm Regd. No.: 113428W, who were appointed as the statutory auditor of the Company for a term of 5 years commencing from the end of financial year 31^st March, 2017 to hold office from the end of the ensuing Annual General Meeting till the conclusion of 25^th Annual General Meeting of the Company, subject to the ratification of their appointment by the members at every intervening Annual General Meeting of the Company during their term of office, continue to be the Statutory Auditors of the Company.

b) Secretarial Auditor

The Board has appointed M/s Dhawal Chavda & Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2017-18.

c) Internal Auditor

The Board has appointed Mrs. Vikeeta Kaswala as the Internal Auditor of the Company for the year 2018-2019.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Directors

In accordance with the provisions of the Companies Act, 2013, Mr. Shaival M. Desai, retires by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for reappointment.

b. Independent Directors

The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided in of Section 149(6) of the Companies Act, 2013 and the Regulation 16(1)(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

c. Key Managerial Personnel

During the year under review, no changes took place in the Key Managerial Personnel of the Company

d. Appointment or Resignation

No appointment or resignation of Directors took place during the year.

13. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

Observations of the Auditors in their report and notes forming part of the Accounts are as follows and are self-explanatory:

Auditors Observation

This consolidated financials does not include the financials of KCL-SRPL JV ( Kalol Project) in which the company has 40% stake. As informed to us the Operating Partner of the JV, Katira Constuction Limited (KCL) has not prepared the audited financials as on date of reporting. In absence of this data we are unable to determine the impact of Profit/Loss of the JV which can have on the consolidated profitability of the Company. We are also unable to determine the impact of Assets/Liabilities of the JV which can have on the consolidated Balance sheet of the Company.

Further it is also to be noted that the company received information regarding profit from KCL-SRPL JV (Kalol Project) which was earned during the previous year i.e Financial year 2016-17, but accounted in year ended on 31^st March, 2018 amounting to Rs. 17,95,693.53, to that extent otherwise loss of the company would increases. In relation to the observation it is clarified that the Company is taking all the required and reasonable steps to get the financial information from the joint venture.

14. SECRETARIAL AUDIT REPORT

The report of the Secretarial Auditors M/s Dhawal Chavda & Associates (Practising Company Secretary, C.P. No. 8689), is enclosed as Annexure- A of this report.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

As per the provision of Section 138 of the Companies Act, 2013, the Company has devised a proper system to check the internal controls and functioning of the activities and recommend ways of improvement. Internal Audit is carried out on timely and the report is placed in the Audit Committee Meeting and Board meeting for consideration and directions. The internal financial controls with reference to financial statements as designed and implemented by the Company.

During the year under review, no material or serious observation is received from the Internal auditor of the Company for inefficiency and inadequacy of such controls.

16. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No Significant and material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets etc.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto shall be disclosed in Form No. AOC-2 as Annexure B.

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

The particulars in respect of conservation of energy technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rule, 2014 is appended as Annexure C to this Report.

19. HUMAN RESOURCES

Your Company treats its âhuman resourcesâ as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

20. DIRECTORSâ RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state thatâ

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 this Act 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; and

(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.

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

21. RISK MANAGEMENT

Pursuant to Section 134 (3)(n) of the Companies Act, 2013 , a Risk Management Policy has been framed by the Board at its meeting dated May 30, 2016. In terms of the requirement of the Act, the Board has developed and implemented the Risk Management Policy and the Board reviews the same periodically. Our senior management identifies and monitors the risk on regular basis and evolve process and system to control and minimize it. With regular check and evaluation business risk can be forecasted to the maximum extent and thus corrective measures can be taken in time.

22. DISCLOSURES

a) Extract of Annual Return

Extract of Annual Return of the Company in form MGT-9, as required under Section 92(3) of the Companies Act, 2013, as annexed as Annexure D the Report.

b) No. of Meetings of the Board

During the financial year under review, 7 (Seven) meetings of the Board of Directors were held. These were held on 1^st May, 2017, 26^th May, 2017, 5^th September, 2017,10^th October, 2017, 18^th October, 2017, 13^th November, 2017 and 27^th January, 2018.

c) Composition of Committees

Audit Committee

The Committee of the Company comprises of 3 (three) Independent Directors, namely:

a) Mr. Ashish Navnitlal Shah

b) Mr. Ashish Jashwantbhai Desai

c) Mr. Himanshu Ajaybhai Shah

All the recommendations made by the Audit Committee were accepted by the Board.

Stakeholders Relationship Committee

The Committee of the Company comprises of 3 (three) Independent Directors, namely:

a) Mr. Ashish Jashwantbhai Desai

b) Mr. Ashish Navnitlal Shah

c) Mr. Himanshu Ajaybhai Shah

Nomination & Remuneration Committee

The Committee of the Company comprises of 3 (three) Independent Directors, namely:

1. Mr. Ashish Jashwantbhai Desai

2. Mr. Ashish Navnitlal Shah

3. Mr. Himanshu Ajaybhai Shah

The details regarding the meeting held, attendance etc., of the Committee are provided in the Corporate Governance Report.

d) Vigil Mechanism/ Whistle Blower Policy

The Board of Directors at its meeting dated 26^l May, 2017, has adopted a Vigil Mechanism/ Whistle Blower Policy of the Company. The Vigil Mechanism/Whistle Blower Policy provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud.

The Vigil Mechanism/Whistle Blower Policy can be accessed at the Companyâs Website: www. shaival group .ooo

e) Particulars of Loans Given, Investments Made And Guarantee Given

The particulars of loans given, investments made and guarantee given, if any, under section 186 of the Companies Act, 2013 has been given in the Financial Statement.

f) Particulars of Employeesâ & Directorsâ Remuneration

The Company has no employee who is in receipt of remuneration more than Rs. 1.02 crore per annum or Rs. 8.5 lac per month, in the financial year under review.

The information required under section 197 of the Companies Act, 2013 and Rule 5(1) and 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been annexed as Annexure E of the Report.

g) Obligation of company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

In accordance with Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed their under, the Company has formed an Internal Complaints Committee and also framed and adopted the policy for Prevention of Sexual Harassment at Workplace. The following is the summary of Sexual Harassment complaints received and disposed off during the year under review.

No. of Complaints received : NIL

No. of Complaints Disposed off : NIL

h) Miscelleneous

1. The Company had not accepted/ held/ any deposits from public/shareholders during the year under review.

2. There are no significant and material orders passed by regulators or courts or tribunals imparting the going concern status and Company'' operation in future.

23. BOARD EVALUATION & NOMINATION AND REMUNERATION POLICY

As per the provisions of the Companies Act, 2013 the formal annual evaluation was carried out for the Boardâs own performance, its committee & directors, on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company.

The Board has also evaluated the composition of Board, its committees, experience and expertise, performance of specific duties and obligations, governance issues, etc. The Directors expressed their satisfaction with the evaluation process.

The performance of each of the non-independent directors (including the chairperson) was also evaluated by the Independent Directors at their separate meeting.

The Nomination & Remuneration policy recommended by the Nomination & Remuneration Committee has been annexed as Annexure F of the Report.

24. MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE CERTIFICATE

Pursuant to Schedule V of 34 (3) of Listing Regulations, a report on Management Discussion and Analysis and Corporate Governance Certificate from M/s Dhawal Chavda & Associates (Practising Company Secretary ) forms part of this Annual Report for the year ended 31^st March, 2018.

25. ACKNOWLEDGEMENTS

Your Directors takes this opportunity to thanks to all Government Authorities, Bankers, Shareholders, Registrar & Transfer Agents, Investors and other stakeholders for their assistance and co-operation to the Company. Your Director express their deep sense of appreciation and gratitude towards all employees and staff of the company and wish the management all the best for further growth and prosperity.

For & on behalf of the Board

Mayur Mukundbhai Desai Sonal Mayurbhai Desai

Place: Ahmedabad Managing Director Director

Dated: 14^th August, 2018 DIN: 00143018 DIN: 00125704

Jagdishbhai Nagindas Limbachiya Priyanka Choubey

Chief Financial Officer Company Secretary

Membership No.A29454

Mar 31, 2016

To,

The Members,

Shaival Reality Limited

The Directors have pleasure in presenting their 20^th Annual Report of the Company along with the Audited Accounts for the year ended 31^st March, 2016.

1. FINANCIAL RESULTS

The Summarized Financial highlight is depicted below:

(Rs. in Lakhs

Particulars	20 15-2016	2014-2015
Profit/(Loss) before Taxation	21.25	(320.46)
Less: Depreciation	476.95	441.11
Less : Provision for Current Tax	NIL	NIL
Add : Provision for earlier years	NIL	NIL
Less: Deferred Tax	62.16	63.13
Profit/(Loss) after Taxation	83.41	(257.33)
Less: Depletion in F. Assets	94.95	69.50
Add: Balance brought forward	440.49	767.32
BALANCE CARRIED TO BALANCE SHEET	428.95	440.49

2. DIVIDEND

Pursuant to the loss incurred by the Company and with a view to conserve resources, the Directors do not recommend any dividend for the year ended March 31, 2016.

3. RESERVES

The Balance in Reserves & Surplus stands at Rs. 1231. 49 Lakhs in comparison with the previous year balance of Rs. 800.49 Lakhs.

4. SUCCESSFUL INITIAL PUBLIC ISSUE

Your Directors are pleased to inform you that the Initial Public Offering (IPO) of the Company was successfully completed. The company entered the capital market with its maiden initial public offering (IPO) of 5,28,000 equity shares of face value of Rs. 10 and at a premium of Rs. 90/- per share, aggregating to Rs. 5.28 crores. The issue opened for subscription on September 15, 2015 and closed on Sep 18, 2015 and was oversubscribed by 1.20 times. The equity shares have been listed on the SME Emerge Platform of National Stock Exchange of India Ltd (NSE) w.e.f October 01, 2015. Consequently, the Company''s paid up capital has increased from Rs.1,40,10,000/- to Rs.1,92,90,000/-.

5. OPERATIONS

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report.

6. SHARE CAPITAL

The Paid-up Capital of the Company as on March 31,2015 was Rs. 1,40,10,000/- comprising of 14,01,000 equity shares of Rs.10/- each. During the year under review, the Company has issued 5,28,000 Equity Shares of Rs. 10/- Each at Premium of Rs. 90 /- per share to public via IPO.

7. DEPOSITORY SYSTEM

Your Companyâs equity shares are available for dematerialization through National Securities Depository Limited and Central Depository Services India Limited.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there were no change in the Board and the Key Managerial Personnel of the Company.

9. COMMITTEES FORMED

During the year under review, the following committees have been formed by the Company:

a) Audit Committee

b) Stakeholder Relationships Committee

c) Nomination and Remuneration Committee

The details of all the Committees of the Board along with their composition and meetings held during the year are provided in the Report on Corporate Governance which forms part of this Annual Report.

10. NO. OF MEETINGS HELD

The details of the meeting of the Board along with their composition and meetings held during the year are provided in the Report on Corporate Governance which forms part of this Annual Report.

11. BOARD EVALUATION

The Companies Act, 2013 states that a formal annual performance evaluation needs to be made by the Board of its own performance, the directors individually as well as the evaluation of its Committees. As per Schedule IV of the Companies Act, 2013, the performance evaluation of independent directors, shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board.

12. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act,2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the has appointed , M/s. Sagar R. Sharma & Co., Practicing Company Secretaries, Ahmedabad (CP No. 8549) as a Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.

13. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

14. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as Annexure -1.

15. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPARTING THE GOING CONCERN STATUS AND COMPANYâ OPERATION IN FUTURE

There are no Significant and material orders passed by regulators or courts or tribunals imparting the going concern status and Company'' operation in future.

17. DEPOSITS

Your Company did not accept/ hold/ any deposits from public/shareholders during the year under review.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

19. PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS

The Company has not given any loan or guarantee covered under provision of Section 186 of the Companies Act, 2013.

20. CORPORATE GOVERNANCE CERTIFICATE

The Company practices a culture that is built on core values and ethical governance practices and committed to transparency in all its dealings. A Report of Corporate Governance along with the certificate from Secretarial Auditor M/s. Sagar R. Sharma & Co., Practicing Company Secretaries, Ahmedabad (CP No. 8549) regarding compliance of condition of Corporate Governance as is annexed to this report and form part of this report.

21. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31^st March, 2016.

22. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

No. of Complaints received : NIL

No. of Complaints Disposed off : NIL

23. PARTICULARS OF EMPLOYEES, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the Company had no employee drawing remuneration exceeding the prescribed limits under the Companies Act, 2013. The particulars in respect of conservation of energy technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rule, 2014 is appended as Annexure IV to this Report.

24. HUMAN RESOURCES

Your Company treats its âhuman resourcesâ as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

25. DIRECTORSâ RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state thatâ

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

26. RISK MANAGEMENT

Pursuant to Section 134 (3)(n) of the Companies Act, 2013 , a Risk Management Policy has been framed by the Board at its meeting dated May 30, 2016. In terms of the requirement of the Act, the Board has developed and implemented the Risk Management Policy and the Board reviews the same periodically. Our senior management identifies and monitors the risk on regular basis and evolves process and system to control and minimize it. With regular check and evaluation business risk can be forecasted to the maximum extent and thus corrective measures can be taken in time.

27. LISTING WITH STOCK EXCHANGES

Shaival Reality Limited got its shares listed on the SME Emerge Platform of NSE Limited on October 1, 2015.The listing fees has been duly paid to the exchange.

28. ACKNOWLEDGEMENTS

Your Directors takes this opportunity to thanks to all Government Authorities, Bankers, Shareholders, Registrar & Transfer Agents, Investors and other Stakeholders for their assistance and co-operation to the Company. Your Directors express their deep sense of appreciation and gratitude towards all employees and staff of the company and wish the management all the best for further growth and prosperity.

For & on behalf of the Board

Sd/- Sd/-

Mayur M. Desai Shaival M. Desai

Place: Ahmedabad Managing Director Director

Dated: 3^rd August, 2016 DIN: 00143018 DIN: 00125704

Sd/- Sd/-

Jagdishbhai N. Limbachiya Nishtha S. Chaturvedi

Chief Financial Officer Company Secretary

Mem. No. A30548

Mar 31, 2015

To,

The Members,

The Directors take pleasure in presenting the Nineteenth Annual Report and the Company s Audited financial statement for the financial year ended 31^st March, 2015.

FINANCIAL RESULT

The working results for the year under review are as follows: __________

Particulars

Year ended 31-3-2015 (Rupees)

Year ended 31-3-2014 (Rupees)

Profit / (Loss) before tax

Add: Depreciation on Account of Change in Method

Less: Provision for current Tax

Add: Provision for earlier years

Less: Deferred Tax

Profit/ (Loss) after tax

Add: Balance Brought Forward

BALANCE CARRIED TO BALANCE SHEET

(3,20,46,217)

(69,50,165)

NIL

63.13.358

(3,26,83,024)

7.67.32,194

4.40.49.171

(1,52,73,534)

NIL

(7.34.530)

(1,60,08,064)

9,27,40,258

7.67.32.194

CHANGE IN NAME OF COMPANY

The form of Company has been changed from ''Private Limited'' to ''Public Limited'' w.e.f. 04/02/2015.

DIVIDEND

The Directors of the Company do not propose to declare any dividend on view of loss for the year.

PARTICULARS OF CONSERVATION OF ENERGY

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and out go as required to be disclosed under the act, are not applicable to the company as the company is not engaged in manufacturing company and also there are no such foreign exchange earnings and out go during the year.

INVESTMENT IN SUBSIDIARY COMPANY

During the year under review, the company, "SHAIVAL INVESTMENT CONSULTANCY PRIVATE LIMITED" has ceased to be Company''s Subsidiary Company.

INVESTMENT IN JOINT VENTURE

During the year the Company has made investment by way of Joint Ventures in the following companies. The details of the same are as under:

Sr. No.	Name of Joint Venture	% of Investment
1.	KCL-SRPL(JV)	90%
2.	MCC-SRPL(JV)	ao%

M/s Jaimin Deliwala & Co., Chartered Accountants, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

As required under provision of Section 204 of The Companies Act, 2013; the Board of Directors of the Company has appointed Ms. Nishtha Chaturvedi, whole time practicing Company Secretary for submission of the compliance report from the records maintained by the company.

Compliance Certificate issued by Ms. Nishtha Chaturvedi, whole time practicing Company Secretary is annexed herewith.

PARICULARS OF EMPLOYEES

The Company had no employees covered under Section 197(12) of The Companies Act, 2013 read together with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year under Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)(C) read with Section 134 (5) of the Companies Act, 2013 in the preparation of annual accounts for the year ended on 31^st March, 2015 and state that:

1. In the preparation of the annual accounts for the year ended March 31, 2015, the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

2. the Directors had selected such accounting policies have been selected 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 the affairs of the company as at March 31, 2015 and of the Loss of the company for the year ended on that date;

3. the directors had 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;

4. the directors had prepared annual accounts on a ''going concern'' basis.

5. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

KEY MANAGERIAL PERSONNEL .

During the year, the company had appointed Shri Mayur Mukundbhai Desai as Managing Director-of the company. Shri Jagdish Nagindas Limbachiya had been appointed as Chief Financial Officer (CFO) of the company. Ms. Nlshtha Shivanath Chaturvedi had been appointed as a Company Secretary of the company. Shri Ashish Navnitlal Shah, Shri Ashish Jaswantbhai Desai and Shri Himanshu Ajaybhai Shah were appointed as such before the Companies Act, 2013 came into force and they are also Key Managerial Personnel of the Company.

CONTRACTS AND AGREEMENTS WITH RELATED PARTIES

During the year, the Company had entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The details are same as per Point No. 10 of Notes on Accounts.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

Place:- Ahmedabad FOR, THE BOARD OFJDIRECTORS

Date:- 30-06-2015

(MAYURBHAI M. DESAI)

MANAGING DIRECTOR

Mar 31, 2014

The Directors take pleasure in presenting the Eighteenth Annual Report and the Audited accounts for the year ended 31^st March, 2014.

FINANCIAL RESULT

The working results for the year under review is as follows :

Particulars	Year ended	Year ended
	31-3-2014	31-3-2013
	(Rupees)	(Rupees)
Profit before tax	(1,52,73,534.00)	(19,47,904.00)
Less: Provision for current Tax	NIL	NIL
Add: Provision for earlier years	NIL	NIL
Less: Deferred Tax	(7,34,530.00)	4,29,820.00
Profit/ (Loss) after tax	(1,60,08,064.00)	(15,18,084.00)
Add: Balance Brought Forward	9,27,40,258.00	9,42,58,342.00
BALANCE CARRIED TO BALANCE	7,67,32,194.00	9,27,40,258.00
SHEET

DIVIDEND

The Directors of the Company do not propose to declare any dividend on view of loss for the year.

PARTICULARS OF CONSERVATION OF ENERGY

Information required under section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 with respect to these matters is at Annexure - I and forms part of this report.

Subsidiary company

The subsidiary company viz. Shaival Investment Consultancy Private Ltd. has reported a profit of Rs. 4,28,264.00 for the year.

Consolidated Financial Statements:

The Consolidated Financial Statements prepared by the company in accordance with the applicable Accounting Standard issued by the Institute of Chartered Accountants of India and the report of the Auditors thereon form the part of Annual Report.

AUDITORS

M/S. Jaimin Deliwala & Co. Chartered Accountants and Auditors of the company retire and are eligible for reappointment.

COMPANY SECRETARY

As required under provision of Section 383(A)(i) read with Section 217 of The Companies Act, 1956; the Board of Directors of the Company has appointed Mr. Manuprasad Patel, whole time practicing Company Secretary for submission of the compliance report from the records maintained by the company.

Compliance Certificate issued by Mr. Manuprasad Patel, whole time practicing Company Secretary is annexed herewith.

PARICULARS OF EMPLOYEES

The Company had no employees covered under Section 217 (2A) of The Companies Act, 1956 read together with the Companies (Particulars of Employees Amendment Rules, 1994 during the year under Report.

DIRECTORSâ RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217(2AA) of The Companies Act, 1956 with respect to Directorsâ responsibility.

We confirm that

1. In the preparation of the accounts for the year ended 31^st March, 2014, the applicable Accounting Standards have been followed.

2. the directors have selected such accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year and of the loss of the company for that period.

3. the directors have 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.

4. the directors had prepared annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The directors are grateful to all the members of the company for their support to the company. They wish to place on record their appreciation for the co-operation and assistance received by the company from the bank and employees.

Place :- Ahmedabad FOR, THE BOARD OF DIRECTORS

Date :- 01-08-2014

SD/-

( MAYURBHAI M. DESAI )

DIRECTOR

Mar 31, 2013

REPORT OF THE DIRECTORS

To,

The Members,

The Directors take pleasure in presenting the Seventeenth Annual Report and the Audited accounts for the year ended 31^st March, 2013.

FINANCIAL RESULT

The working results for the year under review is as follows :

Particulars

Year ended

31-3-2013 (Rupees)

Year ended

31-3-2012 (Rupees)

Profit before tax

Less: Provision for current Tax

Add: Provision for earlier years

Less: Deferred Tax

Profit/ (Loss) after tax

Add: Balance Brought Forward

BALANCE CARRIED TO BALANCE

SHEET

(19.47.904.00)

NIL

4,29,820.00

(15.18.084.00)

9,42,58,341.67

9,27,40,257.67

1,18,57,500.00

24,75,000.00

2.30.302.00

9.08.933.00

87,03,869.00

8,52.29,918.02

9,58,03,388.52

DIVIDEND

The Directors of the Company do not propose to declare any dividend on view of loss for the year.

PARTICULARS OF CONSERVATION OF ENERGY

Subsidiary company

The subsidiary company viz. Shaival Investment Consultancy Private Ltd. has not started its business and has reported a loss of 17,800.00 for the year

Consolidated Financial Statements:

AUDITORS

M/S. Jaimin Deliwala & Co. Chartered Accountants and Auditors of the company retire and are eligible for reappointment.

COMPANY SECRETARY

Compliance Certificate issued by Mr. Manuprasad Patel, whole time practicing Company Secretary is annexed herewith.

PARICULARS OF EMPLOYEES

The Company had no employees covered under Section 217 (2A) of The Companies Act, 1956 read together with the Companies (Particulars of Employees Amendment Rules, 1994 during the year under Report.

DIRECTORSâ RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217(2AA) of The Companies Act, 1956 with respect to Directorsâ responsibility.

We confirm that

1. In the preparation of the accounts for the year ended 31^st March, 2013, the applicable Accounting Standards have been followed.

4. the directors had prepared annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Place :- Ahmadabad FOR, THE BOARD OF DIRECTORS

Date :- 23-08-2013 ( MAYURBHAI M. DESAI )

DIRECTOR

Mar 31, 2012

The Members,

The Directors take pleasure in presenting the Sixteenth Annual Report and the Audited accounts for the year ended 31^st March, 2012.

FINANCIAL RESULT

The working results for the year under review is as follows:

Particulars	Year ended 31-3-2012 (Rupees)	Year ended 31-3-2011 (Rupees)
Profit before tax	1,18,57,500.00	27,19,423.00
Less: Provision for current Tax	24,75,000.00	5,00,000.00 Â¦
Add: Provision for earlier years	2,30,302.00	(29,40,415.00)
Less: Deferred tax Assets	9.08.933.00	2.98.287.00
Profit/ (Loss) after-tax	87,03,869.00	(10,19,278.86)
Add: Balance Brought Forward	8.52.29.918.02	8.62.49.196.88
BALANCE CARRIED TO BALANCE	9.58.03.388.52	8.52.29.918.02
SHEET

DIVIDEND

The Directors of the Company do not propose to declare any dividend on view of loss.

PARTICULARS OF CONSERVATION OF ENERGY

Information required under section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 with respect to these matters is at Annexure - I and forms part of this report.

AUDITORS

M/S. Jaimin Deliwala & Co. Chartered Accountants and Auditors of the company retire and are eligible for reappointment.

COMPANY SECRETARY

Compliance Certificate issued by Mr. Manuprasad Patel, whole time practicing Company Secretary is annexed herewith.

ACKNOWLEDGEMENT

PAR ICU LARS OF EMPLOYEES

The Company had nonemployees covered under Section 217 (2A) of The Companies Act, 1956 read together with the Companies (Particulars of Employees Amendment Rules, 1994 during the year under Report.

DIRECTORSâ RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217(2AA) of The Companies Act, 1956 with respect to Directors'' responsibility.

We confirm that

1. In the preparation of the accounts for the year ended 31^st March, 2012, the applicable Accounting Standards have been followed.

2. Such accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year and of the loss of the company for that period.

3. 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.

4. The directors h''ad prepared annual accounts on a going concern basis.

Place Ahmedabad FOR, THE BOARD OF DIRECTORS

Date : 23-08-2012 (MAYURBHAI M. DESAI )

DIRECTOR

Mar 31, 2011

The Director take pleasure in presenting the Fifteenth Annual Report and the Audited account for the year ended 31^st March 2011.

FINANCIAL RESULT

During the year your company has earned a Profit of Rs. 27,19,423/-. The directors are of the view that in coming year the working will be on a much higher scale and profit will improve considerably.

The working results for the year under review is as follows :

	Year Ended	Y ear Ended
Particulars	31-3-2011	31-3-2010
	(Rupees)	(Rupees)
PROFIT BEFORE TAX	27,19,423	36,45,547
Excess Provision for FBT	Nil	7,870
Provision for Deferred Tax Asset / (Liability)	(2,98,287)	(15,53,461)
Provision of tax of current year	(5,00,000)	(5,70,000)
Provision of tax of Earlier year	29,40,415	Nil
PROFIT AFTER TAX	(10,19,279)	15,29,956
Add: Balance brought forward	8,62,49,197	8,47,19,241
BALANCE CARRIED TO B/S.	8,52,29,918	8,62,49,197

DIVIDEND

Your Directors are of the opinion that the companyâs financial position shall be strengthened therefore they are not recommending any dividend.

PARTICULARS OF CONSERVATION OF ENERGY ETC.

Information required under section 217 (l)(e) of the companies Act 1956 read with companies (Disclosure of particulars in the Board of Directors) Rules 1988 with respect to this matters is at Annexure-1 and forms part of this report.

AUDITORS

M/s. Jaimin Deliwala & Co. Chartered Accountants and Auditors of the company retire and are eligible for reappointment.

COMPANY SECRETARY

As required under provision of section 383(A)(i) read with section 217 of the Companies Act 1956, the Board of Directors of the company has appointed Mr. Manuprasad Patel, whole time practicing Company Secretary for submission of the compliance report from the records maintained by the company.

Compliance Certificate issued by Mr. Manuprasad Patel, whole time practicing Company Secretary is annexed herewith.

ACKNOWLEDGEMENT

The Directors are grateful to all the members of the company for their support to the company. They wish to place on record their appreciation for the co-operation and assistance received by the company from the bank and employees.

PARICULARS OF EMPLOYEES

The Company had no employees covered under Section 217 (2A) of the companies Act, 1956 read together with the Companies (Particulars of Employees Amendment Rules 1994) during the year under Report.

DIRECTORSâ RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956 with respect to Directorsâ responsibility.

We confirm that:

1. In the preparation of the accounts for the year ended 31^st March 2011, the applicable accounting standards have been followed.

2. Such accounting polices have been selected and applied consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the company at the end of the financial year and the profit of the company for that period.

4. The directors had prepared annual accounts on a going concern basis.

Place : Ahmedabad FOR BOARD OF DIRECTORS

Date : 01-08-2011

DIRECTORS

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