Market

Director's Report

You can view full text of the latest Director's Report for the company.

DIRECTORS' REPORT

CPS Shapers Ltd.

GO
Market Cap. ( ₹ in Cr. ) 150.19 P/BV 8.87 Book Value ( ₹ ) 76.57
52 Week High/Low ( ₹ ) 880/250 FV/ML 10/600 P/E(X) 896.11
Book Closure 26/09/2024 EPS ( ₹ ) 0.76 Div Yield (%) 0.00
Year End :2025-03 

Your directors have pleasure in presenting the 13th Board Report of the Company for the financial year
ended 31st March 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

A brief summary of the audited Standalone financial results of the Company for the year ended
March 31, 2025, is as under:

S. No.

Particulars

March 31, 2025

March 31, 2024

1.

Revenue from operations

3085.70

3602.29

2.

Other Income

4.91

15.54

3.

Total Income

3090.61

361783

4.

Less: Expenditure

3084.16

3506.48

5

Profit / Loss before exceptional items

6.47

111.35

6.

Exceptional Items

-

-

7

Profit/(Loss) before tax

6.47

111.35

8.

Tax Expense
Current Tax
Deferred Tax

13.27

(23.57)

53.63

(16.17)

9.

Profit/(Loss) for the Year

16.77

73.89

10.

Other Comprehensive income

-

-

11.

Total Comprehensive income

16.77

73.89

12.

Earnings per Share

0.77

4.62

2. STATE OF COMPANY’S AFFAIRS:

The Company achieved revenue from operations of 3085.70 Lakh Rupees on standalone basis
as compared to the last year's revenue of
3602.29 Lakh Rupees.

During the year under review the company has earned profits of 16.77 Lakh Rupees (as compared
to previous year profit of
73.89 Lakh Rupees) from business. The earnings per share declined to
Rs. 0.77 as compared to Rs. 4.62 in last financial year.

Your directors wish to state that the Company is taking all necessary steps to improve the financial
position of the Company.

3. MATERIAL CHANGES AND COMMITMENTS

During the year under review there were no material changes and commitments, 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.

4. CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of business carried on by the
Company

5. DIVIDEND:

With a view to conserve the resources for future prospect and growth of the Company, the Board of
Directors of the Company have not recommended any dividend on equity shares for the financial
year ended 31st March, 2025.

6. TRANSFER TO RESERVES:

During the year under review, no amount has been transferred to any reserve.

7. DEPOSIT:

During the year under review, your Company has not accepted/renewed any public deposits under
Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

8. PREFERENTIAL ISSUE:

Pursuant to the provisions of Sections 23, 42, 62 and all other applicable provisions, if any of the
Companies Act, 2013 and applicable rules made thereunder including the Companies (Prospectus
and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules,
2014 and other applicable rules and regulations made thereunder (including any amendment(s),
statutory modification(s) or re-enactment(s) thereof),("
the Act”), the enabling provisions of the
Memorandum and Articles of Association of the Company On November 28, 2024, the Board of
Directors of the Company had proposed to offer, issue and allot upto 1,11,120 (One Lakh Eleven
Thousand One Hundred Twenty) equity shares of face value of f 10/- (Rupees Ten) each of the
Company ("
Equity Shares”) for cash at a price of f 450/- (Rupees Four Hundred Fifty) per Equity
Share (including a premium of f 440) per equity share aggregating upto f 5,00,04,000 (Rupees
Five Crore Four Thousand Only) to following persons ("
Allottees”) by way of Preferential Issue
on such other terms and conditions as set out herein, subject to applicable laws and regulations,
including the provisions of Chapter V of the SEBI ICDR Regulations and the Act.

Sr. No

Name of the Allotee

Status of
Allottees

No. of Shares

Consideration
(In Rupees)

1

Lalit Agrawal

Non-Promoter

10,200

45,90,000

2

Pankaj Prasoon HUF

Non-Promoter

45,000

2,02,50,000

3

Sapna Devang Shah

Non-Promoter

22,260

1,00,17,000

4

Rishi Kotecha

Non-Promoter

5,700

25,65,000

5

Bhavi Sanghavi

Non-Promoter

22,260

1,00,17,000

6

Kushal Agarwal

Non-Promoter

5,700

25,65,000

Total

1,11,120

5,00,04,000

The members of the Company had also approved the said proposal of Board of Directors at their Extra¬
Ordinary General Meeting held on December 26, 2024. Further, The Board of directors of the Company
allotted the aforesaid Equity Shares in the meeting of board of directors held on January 31, 2025.

9. DEMATERIALISATION OF EQUITY SHARES:

As on 31st March, 2025, all the equity shares of the Company are in dematerialised form with either
of the Depositories viz. NSDL and CDSL. The ISIN allotted to the Company is INE0QBU01012.

10. UTILISATION OF IPO PROCEEDS:

The Company raised funds of ? 1110 Lakhs through Initial Public Offering (“IPO”). The gross proceeds
of IPO have been utilized in the manner as proposed in the Prospectus, the details of which are as
under:

S.

No.

Object of the Issue as per prospectus

Original
Allocation
(In Lakhs)

Funds

utilized as on
31.03.2025 (In
Lakhs)

1.

Purchase of Plant and Machinery

178.68

178.68

2.

Purchase of Commercial Vehicle

9.53

3.

Funding of capital expenditure requirements of our
Company towards purchase of Solar Power System

21.00

4.

Up gradation of existing IT Software at our existing
manufacturing facility and registered office

18.20

4.52

5.

Repayment/ prepayment of certain borrowings availed by
our Company;

167.01

156.45

6.

Working Capital requirements

405.58

405.58

7.

General corporate purposes

182.00

182.00

8.

IPO Issue Expenses

128.00

128.00

Total

1,110.00

1,055.23

There is no deviation/variation in the objects/purpose for which the funds were raised through Initial
Public offer (IPO).

11. UTILISATION OF PREFERENTIAL ISSUE PROCEEDS:

The Company raised funds of ? 500.04 Lakhs through Preferential Issue. The gross proceeds have
been utilized in the manner as proposed in the Notice of EGM, the details of which are as under:

S. No.

Object of the Issue as per Notice of EGM

Original
Allocation (In
Lakhs)

Funds utilized as
on 31.03.2025 (In
Lakhs)

1.

For Working Capital

500.04

188.25

2.

For Plant & Machinery

52.57

3.

Issue Expenses

22.57

4.

General Corporate Expenses

79.91

Total

500.04

343.30

There is no deviation/variation in the objects/purpose for which the funds were raised through Preferential
Issue.

12. CAPITAL STRUCTURE

The Authorized Capital of the Company is Rs. 5,00,00,000 (Rupees Five Crore) divided into
50,00,000 (Fifty Lakh) equity shares of Rs. 10/- each.

The Issued, Subscribed and Paid-up capital is Rs. 2,21,11,200/- (Rupees Two crores Twenty One
Lakh Eleven Thousand Two Hundred) divided into 22,11,120 (Twenty Two Lakh Eleven Thousand
One hundred Twenty) equity shares of Rs. 10/-

S.

NO.

Date of
Allotment

TYPE OF
ISSUE

TYPE

OF

SHARE

Face

Value

Premium

Value

NUMBER

OF

SHARES

ISSUED

TOTAL
AMOUNT (IN
RS.)

TOTAL
PREMIUM
AMOUNT
(IN RS.)

1.

31.01.2025

Preferential

Issue

Equity

10 Rs.
per equity
share

440 Rs. Per
equity share

1,11,120

5,00,04,000/-

4,88,92,800/-

TOTAL

1.11.120

5.00.04.000/-

4.88.92.800/-

Therefore, Issued, subscribed and Paid-up capital of the company is increased from Rs. 2,10,00,000/- to
Rs. 2,21,11,200/- Other than this there has been no change in the Authorized Share Capital, Issued, paid
up and Subscribed Capital of the company during the year.

13. FUTURE PLANS OF RENOVATION/EXPANSION

Bearing in mind the burgeoning demand for products and marketing strength of the Company as
well as the positive economy ahead, the Company is gearing itself to meet future demand growth.
The Company is in the process of detailed market research to understand consumer preferences,
body types, and specific needs and to strengthen the online presence with a user-friendly website.

14. SUBSIDIARIES. JOINT VENTURES OR ASSOCIATES

As on 31st March, 2025, The Company do not have any subsidiary, joint ventures or associates.
Therefore, statement containing the salient features of financial statements of the Company's
subsidiary in Form AOC-1 is not applicable.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Management Discussion and Analysis Report on the Company's current
working and future outlook, is enclosed as “
Annexure-A” to this report.

16. CORPORATE GOVERNANCE

As the equity shares of the company are listed on SME EMERGE Platform of NSE, therefore
Corporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i) of sub¬
regulation 46 and Para C, D and E of Schedule V of Securities and Exchange Board of India (Listing
Obligation and Disclosure Requirements) Regulations, 2015 are not applicable to the Company
accordingly no reporting is required to be made under this head.

17. ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Annual Secretarial Compliance Report, as required under Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No.: CIR/CFD/
CMD1/ 27/2019 dated 8th February 2019, is not applicable to our Company due to the exemption
provided under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015. The shares of the Company are listed on SME Emerge Platform of National
Stock Exchange of India Limited.

18. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual
Return of the Company for the financial year ended 31st March, 2025, is available on the Company's
website and can be downloaded from the weblink
https://www.cpsshapersltd.com/annual-return

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All the transactions/contacts/arrangements made with related parties were in Ordinary course of
Business and on arm length basis, During the year, the Company had not 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 information required
under Form AOC 2 is being annexed to this report as “
Annexure-B”.

All the transactions entered into by the Company with related parties were in compliance with the
applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of related party transactions as per Accounting Standards are disclosed in Notes to the
Financial Statements.

The Company has a ‘Policy on Materiality of Related Party Transactions and on dealing with
Related Party Transactions'. The said policy is available on the website of the Company and can be
downloaded from the weblink:
https://www.cpsshapersltd.com/corporate-policies.

20. PARTICULARS OF EMPLOYEES

The information required pursuant to section 197 read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, duly amended, in respect of employees of
the Company is being annexed to this report as “
Annexure-C”.

There is no employee employed throughout the financial year who was in receipt of remuneration of
Rs. 1,02,00,000 or more, or employed for part of the year in receipt of Rs. 8,50,000 or more a month,
under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 & its amendment thereto, therefore there is no statement annexed.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has complied with the provisions of Section 186 of the Companies Act, 2013 and
details of the same has given in the notes to the Financial Statements.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

COMPOSITION OF THE BOARD:

The Company being a SME Listed Entity, has proper constitution of Board of Directors. The Board
of Directors of CPS Shapers limited is an optimum combination of Executive and Non-Executive

Directors. As on 31st March, 2025, The Board of Directors of the Company consists of Seven (7)
Directors. The Independent Directors constitute 1/3rd of the total Board's strength. Two (2) out of
Seven (7) Directors are women Director. The composition and category of Directors is as follows:

S. No.

Name of Director

Designation

DIN No.

1.

Mr. Abhishek Kamal Kumar

Chairman Cum Managing Director

03513668

2.

Ms. Bhawna Kumar

Whole-Time Director

03587088

3.

Mr. Rajendra Kumar

Non Executive Director

03513800

4.

Mr. Abhav K Kumar

Non Executive Director

10042678

5.

Mr. Sandeep Avdhesh Dubey

Independent Director

07760812

6.

Mr. Vijay Mukesh Thakkar

Independent Director

10227101

7.

Ms. Trupti R Kalsariya

Independent Director

10226827

CHANGES IN THE BOARD:

There were No changes in the composition of Board during the Financial year 2024-25.
RETIREMENT BY ROTATION

Pursuant to Section 149(13) of the Companies Act, 2013, the Independent Directors are not liable to retire
by rotation. Further Section 152(6) of the Companies Act, 2013 stipulates that 2/3rd of the total number
of directors of the public company should be liable to retire by rotation and out of such directors, 1/3rd
should retire by rotation at every Annual General meeting of the Company To meet the requirement of
provisions of Section 152(6) of the Companies Act, 2013 Mr. Abhav K Kumar (DIN: 10042678) Director
will be retiring by rotation at the ensuing Annual General Meeting and being eligible, offers himself for
re-appointment.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of
the Company as on 31st March, 2025:

S. No.

Name of Director

Designation

1.

Mr. Abhishek Kamal Kumar

Chairman & Managing Director

2.

Ms. Bhawna Kumar

Whole Time Director

3.

Ms. Chahat Girdhar

Chief Financial Officer

4.

Ms. Shweta Bansal

Company Secretary

CHANGES IN KMP

During the year under review, there were some changes in the KMP as under:

• Resignation of Ms. Yashika Sharma from the position of Company Secretary and Compliance
Officer of the Company w.e.f. 21.10.2024 and appointment of Ms. Shweta Bansal as Company
Secretary & Compliance Officer of the Company w.e.f. 26.12.2024.

23. MEETINGS OF BOARD OF DIRECTORS
Number of Meetings Held During the Year

The provisions of Companies Act, 2013 were adhered to while considering the time gap between
two meetings.

During the Financial Year 2024-25, the Company held Seven (7) board meetings of the Board of
Directors as per Section 173 of Companies Act, 2013 which is summarized below.

S. NO.

Date of the meeting

Board Strength

No. of Directors
Present

1.

29.05.2024

7

7

2.

14.08.2024

7

7

3.

13.11.2024

7

7

4.

28.11.2024

7

6

5.

26.12.2024

7

7

6.

31.01.2025

7

7

7.

2702.2025

7

7

The maximum gap between two meetings was not more than 120 days. The requisite quorum was
present at all the Meetings.

24. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations u/s 149(7) of the Companies Act, 2013 from
Independent Directors confirming they meet the criteria of independence as prescribed under
Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

25. OPINION OF THE BOARD WITH REGARD TO INTEGRITY. EXPERTISE AND EXPERIENCE
(INCLUDING THE PROFICIENCY) OF INDEPENDENT DIRECTORS:

The Board of Directors of our Company are of the opinion that the Independent Directors of the
Company are persons of integrity and possess the relevant expertise, appropriate skills, experience
and knowledge in one or more fields like accounts, finance, audit, information technology, general
administration, business strategy insurance services, investment banking, real estate business and
Company Law.

Pursuant to the requirements of Section 150 of the Companies Act, 2013 read with Rules 6(1),
6(2) & 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the
Independent Directors of the Company have registered their names in the Data Bank maintained
by the Indian Institute of Corporate Affairs, Manesar (“MCA”) and will comply with Rule 6(4) of the
Companies (Appointment and Qualification of Directors) Rules, 2014 regarding passing of online
proficiency self-assessment test conducted by IICA within the prescribed time.

26. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has framed Familiarization Programme for Independent Directors pursuant to Listing
Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
uploaded the same on the website of the Company The web link to access the aforesaid programme
is
https://www.cpsshapersltd.com/corporate-policies

27. INDEPENDENT DIRECTORS’ MEETING:

As per Schedule IV of the Companies Act, 2013 and the Rules framed thereunder read with
Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Independent Directors of the Company shall hold at least one meeting in a year, without the
attendance of Non-Independent Directors. At such meetings, the Independent Directors shall:

(i) review the performance of Non-Independent Directors and the Board as a whole;

(ii) review the performance of Chairman of the Company after taking into account views of Executives
and Non-Executive Directors and;

(iii) assess the quality quantity and timeliness of flow of information between the Company's
management and the Board that is necessary for the Board to effectively and reasonably perform
their duties.

During the year under review, meeting of the Independent Directors of the Company was held on
27th February 2025. All the Independent Directors were present at the said meeting.

28. ANNUAL PERFORMANCE EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE
AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board has carried out the annual performance evaluation of the directors individually including
the Independent Directors, the Board as a whole and its committees and Chairman, by assessment
through a detailed questionnaire completed by individual directors.

I independent Directors have also evaluated the performance of Non-independent directors, the
Board as a whole and Chairman at a separate meeting of Independent Directors.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively

29. COMMITTEES OF BOARD

The Board of Directors of the Company has constituted the following Committees:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders Relationship Committee

A. AUDIT COMMITTEE

Audit Committee had been duly constituted by the Board of Directors of the Company as per the
terms of the provisions of Section 177 of the Companies Act, 2013 read with the Rules framed
thereunder and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

During the year under review, the Composition of Audit Committee comprises of:

Name of the
Directors

Nature of
Directorship

Designation

Attendance at the Committee

in

Meeting held during the F.Y 2024-25

Committee

29.05.2024

14.08.2024

13.11.2024

28.11.2024

27.02.2025

Mr. Sandeep
Avdhesh Dubey

Non-Executive

Independent

Director

Chairman

V

V

V

V

V

Ms. Trupti R
Kalsariya

Non-Executive

Independent

Director

Member

V

V

V

V

V

Mr. Abhishek
Kamal Kumar

Chairman and
Managing
Director

Member

V

V

V

V

V

B. NOMINATION & REMUNERATION COMMITTEE

Nomination & Remuneration Committee had been duly constituted by the Board of Directors of the
Company as per the terms of the provisions of Section 178 of the Companies Act, 2013 read with
the Rules framed thereunder and Regulation 19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

During the year under review, the Nomination & Remuneration Committee comprises of:

Name of the
Directors

Nature of
Directorship

Designation

Attendance at the Committee

in

Meeting held during the F.Y. 2024-25

Committee

26.12.2024

27.02.2025

Mr. Vijay
Mukesh
Thakkar

Non-Executive
Independent Director

Chairman

V

V

Mr. Sandeep
Avdhesh Dubey

Non-Executive
Independent Director

Member

V

V

Ms. Trupti R
Kalsariya

Non-Executive
Independent Director

Member

V

V

NOMINATION & REMUNERATION POLICY

The Board has framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Nomination & Remuneration Policy is stated on website of the Company i.e.
https://
www.cpsshapersltd.com/corporate-policies
.

C. STAKEHOLDER RELATIONSHIP COMMITTEE

During the year under review, the Stakeholder Relationship Committee comprises of:

Name of the
Directors

Nature of Directorship

Designation in
Committee

Attendance at the
Committee
Meeting held during
the F.Y. 2024-25
27.02.2025

Mr. Vijay Mukesh
Thakkar

Non-Executive Independent
Director

Chairman

V

Mr. Sandeep
Avdhesh Dubey

Non-Executive Independent
Director

Member

V

Ms. Trupti R
Kalsariya

Non-Executive Independent
Director

Member

V

30. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors state that

a) I n the preparation of the annual accounts for the year ended March 31, 2025, the applicable
accounting standards have been followed and there are no material departures from the same.

b) The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent, so as to give a true and fair view of
the state of affairs of the Company at the end of the financial year as on 31st March 2025 and of
the profit of the Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013, for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a going concern basis.

e) The Directors have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively; and

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

31. AUDITORS REPORT AND AUDITORS:

The Report of Statutory Auditors on Audited Annual Financial Statements does not contain any
qualification(s), reservation(s) or adverse remark(s) or disclaimer, which calls for any comment(s)
from the Board of Directors.

A. STATUTORY AUDITORS

M/s Vinay Bhushan and Associates, Chartered Accountants, having Firm Registration No. 502632
were appointed as Statutory Auditors for a period of 05 years from the conclusion of 10th Annual
General Meeting until the conclusion of 15th Annual General Meeting to be held in the year 2027
They have confirmed their eligibility and independence to continue as Statutory Auditors.

B. INTERNAL AUDITORS

Pursuant to the provision of Section 138 of the Companies Act, 2013, The Board of Directors at their
meeting held on 29th May 2024 had appointed M/s Prem Chand Jain & Co., a Chartered accountant
in practice having Firm Registration No. 000066C as the Internal Auditor of the Company.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system
in the company, its compliance with operating systems, accounting procedures and policies at all
locations of the Company and promptly informed the management on the lacking as and when
required.

C. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 179 and 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Board of
Directors at their meeting held on 29th May 2024 had appointed M/s. Ashish Grover & Associates,
Company Secretaries, a firm of practicing company secretaries was appointed as Secretarial Auditor
to conduct the secretarial audit of the Company for the financial year ended 2024-25.

Mr. Ashish Grover, Secretarial Auditor has given the Secretarial Audit Report in Form No. MR-3 and
the same has been annexed to the Board's Report and marked as “
Annexure-D”. The secretarial
audit report does not contain any qualification, reservation, adverse remark or disclaimer.

The Secretarial audit report confirms that the Company has complied with all the relevant provisions
of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and other necessary compliances under various Acts, in so far as applicable to the Company.
The report does not contain any qualifications, reservation or adverse remark.

32. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There was no instance of fraud during the year under review, which requires the Auditors to report to
the Audit Committee and / or Board under Section 143(12) of the Companies Act, 2013 and rules
framed thereunder.

33. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder are not
applicable to our Company for the financial year ended 31st March, 2025, therefore no policy
developed and implemented by the company on corporate social responsibility initiatives taken
during the year.

34. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Your Company is doing its best efforts to give high priority to energy conservation by opting for
more power efficient replacements. Particulars of Energy Conservation / Technology Absorption
and Foreign Exchange earnings and out go as per Section 134(3)(m) of Companies Act, 2013 are
given as an
Annexure-E to this report.

35. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting
the going concern status of your Company and its operations in future.

36. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has an adequate internal financial control system commensurate with the nature
of its business and the size and complexity of its operations and are operating effectively with no
material weakness.

During the year under review, no material or serious observation has been received from the Statutory
Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of the said
internal financial control system.

37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report, as per Regulation 34(2)(f) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to our Company as
our Company does not fall under top 1000 listed Companies on the basis of market capitalization
as of 31st March, 2025

38. DIVIDEND DISTRIBUTION POLICY:

The requirements of formulation of Dividend Distribution Policy as mentioned under Regulation 43A
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable
to our Company as our Company does not fall under top 1000 listed Companies based on market
capitalization as of 31st March, 2025.

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

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 (the 'Act') and Rules made thereunder, the Company has a policy and
framework for employees (all female employees on the rolls of the Company including those on

deputation, contract, temporary part time or working as consultants are covered under this Policy) to
report sexual harassment cases at workplace. The Company has constituted an Internal Complaints
Committee to redress complaints relating to sexual harassment.

The number of sexual harassment complaints received during the year.: Nil
The number of such complaints disposed off during the year.: Nil
The number of cases pending for more than ninety days.: Nil

40. STATEMENT ON MATERNITY BENEFIT COMPLIANCE:

The Company confirming compliance with the provisions of the Maternity Benefit Act, 1961.

41. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism, incorporating a whistle blower policy in lines with
the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
in order to protect the interest of the employees and executives in reporting their grievances in a
protected manner. It also provides for the protection against victimization of directors and employees
who avail this mechanism and allows direct communication with the Chairperson of the Audit
Committee, in certain appropriate and exceptional circumstances. The policy on vigil mechanism
may be accessed on the Company's website
https://www.cpsshapersltd.com/corporate-policies.

42. MAINTENANCE OF COST RECORDS & COST AUDIT:

The Company is not required to maintain Cost Records as specified under Section 148(1) of the
Companies Act, 2013 and therefore, the appointment of Cost Auditor for undertaking audit of cost
records of the Company is not applicable.

43. RISK MANAGEMENT POLICY

The Company has a Risk Management Policy and Procedures for identification, assessment,
management, minimization & monitoring of risks and also laid down the procedure to inform the Board
members about the risk assessment and minimization procedures. It has identified various potential
risks including but not limited to business dynamics, operations, liquidity market/industry, human
resource etc. The Company is periodically reviewing the risks and their identification, assessment,
monitoring and mitigation procedures. The main objective of this Policy is to achieve sustainable
business growth with stability and to promote a proactive approach in identifying, reporting, evaluating
and resolving the risks associated with the Company's business which, in the opinion of the Board,
may threaten the growth, stability and existence of the Company. The Risk Management Policy
may be accessed on the Company's website at the link:
https://www.cpsshapersltd.com/corporate-
policies
.

44. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years.
Therefore, there were no funds which were required to be transferred to Investor Education and

fioi'e Iloi I Fund 'IETF1.

45. CODE OF CONDUCT AS PER SEBI (LODR) REGULATIONS, 2015

The Board of Directors has laid down The Code of Conduct for all Board Members and Senior
Management Personnel as per Regulation 17(5) of SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015 of the Company. Additionally, all Independent Directors of the
company shall be bound by duties of Independent Directors as set out in Companies Act, 2013 to
be read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Board Members, Key Managerial Personnel and Senior Management Personnel have affirmed
compliance with the Code of Conduct.

A declaration, regarding the compliance of the Code of Conduct by the Board Members and the
Senior Management, duly signed by Mr. Abhishek Kamal Kumar, Managing Director of the Company
is given as an
Annexure-F to this report.

46. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED
SUSPENSE ACCOUNT

This is not applicable to the Company.

47. CODE OF CONDUCT AS PER SEBI (PREVENTION OFINSIDER TRADING) REGULATIONS,
2015

The Board of Directors has laid down the Code of Practices and Procedures for Fair Disclosures
of Unpublished Price Sensitive Information as per Regulation 8(1) of SEBI (Prevention of Insider
Trading) Regulations, 2015 & Code of Conduct to Regulate, Monitor and Report trading by the
Designated Persons as per Regulation 9(1) of SEBI (Prevention of Insider Trading) Regulations,
2015.

48. LISTING FEE:

The Company's equity shares are listed on SME Emerge Platform of National Stock Exchange of
India Limited ("NSE EMERGE”). The Company has paid the listing fees to NSE.

49. HUMAN RESOURCES

Your Company treats its "human resources” as one of its most important assets. Your Company
continuously invests in attraction, retention and development of talent on an ongoing basis. A
number of programs that provide focused people's attention are currently underway. Your Company
thrust is on promoting of talent internally through job rotation and job enlargement.

50. INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with workers and employees
at all levels.

51. OTHER DISCLOSURES:

a) The Company has complied with Secretarial Standards issued by the Institute of Company

Secretaries of India on the Meetings of Board of Directors including Committee Meetings and
General Meetings.

b) There was no application made or proceeding pending under the Insolvency and Bankruptcy
Code, 2016 during the year under review

c) There was no instance of onetime settlement with any Bank or Financial Institution.

52. APPRECIATION:

The Board of Directors of the Company place on record sincere gratitude and appreciation for all
the employees at all levels for their hard work, solidarity cooperation and dedication during the year
under review.

The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors,
bankers, franchise partners, business associates, regulatory and government authorities for their
continued support.

By Order of the Board
For CPS Shapers Limited

(Formerly known as CPS Shapers Private Limited)

Sd/- Sd/-

(Bhawna Kumar) (Abhishek Kamal Kumar)

Whole-time Director Chairman & Managing Director

DIN-03587088 DIN-03513668

Date: 14.08.2025
Place: Vasai