Your Directors present the 14^th Board's Report on the Business and Operations of the Company together
with the Audited Financial Statement and the Auditor's Report for the Financial Year ended on 31^st March,
2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 is summarized
as below:

2. OPERATIONS:

Total revenue for Financial Year 2024-25 is Rs.1227.39 lakhs compared to the revenue of Rs. 1414.38 lakhs
of previous Financial Year. The Company has incurred Profit before tax for the Financial Year 2024-25 of
Rs. 25.33 Lakhs as compared to profit of Rs.1.32 Lakhs of previous Financial Year. Net Profit after Tax for
the Financial Year 2024-25 is Rs19.10 Lakhs as against Net profit after tax of Rs. 0.93 Lakhs of previous
Financial Year. The Directors are continuously looking for the new avenues for future growth of the
Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, the Company has amended its Memorandum of Association by inserting a
new object clause to broaden its business activities. The newly inserted object clause enables the Company
to carry on the business in India or elsewhere of manufacturing, trading, warehousing, clearing and
forwarding agent, purchasing and selling agent, marketing, export, import, brand establishment or
otherwise manufacturing, dealing, trading, re-sales in bulk drugs like all general API, oncology, beta lactam

antibiotics, cephalosporins, vaccines, fermentation biotech synthetic products and its intermediates,
cosmetics and pharmaceutical formulation of finished formulation of solid dosage form like tablets,
capsules, ORS, dry powder, liquid syrups, pallets etc., and liquid dosage form like all IV preparations,
ampoules, vials, dry powder, eye drops etc and semi solid dosage form like creams, pests, emulsions,
ointments and gels etc., and personal hygiene products, baby care products, cleaning products,
disinfectants and sanitizing products, deodorizing products other segments like fertilizers, agriculture
farming products, chemicals and solvents relates to pharma, ayurvedic, allopathic, unani, homeopathic,
herbal, in any such other form for human, animal and agriculture.

The object clause has been expanded to include products for both human and animal healthcare, as well as
agricultural and farming solutions, such as fertilizers and chemicals, in various forms like solid dosage
forms, liquid preparations, semi-solid formulations, and personal care products. The inclusion of these new
business areas aligns with the Company's growth strategy and long-term vision to diversify its portfolio,
especially in the pharmaceutical, healthcare, and consumer goods sectors.

The alteration to the object clause was duly approved by the shareholders through a Special resolution
passed at the Extraordinary General Meeting (EGM) held on 12^th December,2024.

4. SHARE CAPITAL:

a. AUTHORISED SHARE CAPITAL:

The Authorised Share Capital of the Company as on 31^st March, 2025 is Rs. 5,50,00,000/- (Rupees Five
Crores Fifty Lakhs Only) divided into 55,00,000 (Fifty-Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten
Only).

During the year, the Company has increased it Authorised capital from Rs. 3,50,00,000/- (Rupees Three
Crores Fifty Lakhs only) divided into 35,00,000(Thirty Five Lakhs) Equity shares of Rs. 10/- each to Rs.
5,50,00,000/- (Rupees Five Crores Fifty Lakhs Only) divided into 55,00,000 (Fifty Five Lakhs) Equity
Shares of Rs. 10/- (Rupees Ten Only) each of the Company, consequent upon alteration of Memorandum
of Association of the Company which was approved in Extra-Ordinary General Meeting of the Company
held on 12^th December, 2024.

b. PAID-UP SHARE CAPITAL:

The Paid up Equity share capital of the Company as on 31^st March, 2025 is Rs. 3,15,01,500/- (Rupees Three
Crores Fifteen Lakhs One Thousand and Five hundred only) divided into 31,50,150 (Thirty One Lakh Fifty
Thousand One Hundred and Fifty ) equity shares of Rs. 10/- (Rupees Ten Only).

5. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your directors do not
recommend any dividend for the Financial Year 2024-25 (Previous year - Nil).

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or
unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund
(“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the “Unpaid
Dividend Account” lying for a period of seven years from the date of transfer of such unpaid dividend to
the said account. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund.

7. TRANSFER TO RESERVES:

The Profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to profit and
loss account of the Company under Reserves and Surplus.

8. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2025
is available on the Company's website at www.scarnose.in

9. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There is no significant material orders passed by the Regulators or Courts or T ribunal, which would impact
the going concern status of the Company and its future operation.

10. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to
the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2025 the applicable accounting
standards have been followed and there are no material departure from the same;

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 financial year and of the Profit of the Company for the financial year ended on 31^st
March, 2025.

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of Companies Act, 2013 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;

e. 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

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

11. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to Company as the Company
does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social
Responsibility.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI

(Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report,
and provides the Company's current working and future outlook as per Annexure - I.

13. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY. ASSOCIATE COMPANY AND IOINT VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

14. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued
by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure
compliance with its provisions and is in compliance with the same.

15. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors,
pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of
Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate
governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities
and Exchange Board of India on November 11, 2024.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of
NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These
meetings were intended to obtain Directors' inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as
a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive
Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and
the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and individual
directors was discussed.

The evaluation process endorsed the Board Members' confidence in the ethical standards of the Company,
the resilience of the Board and the Management in navigating the Company during challenging times,
cohesiveness amongst the Board Members, constructive relationship between the Board and the
Management, and the openness of the Management in sharing strategic information to enable Board
Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees

and individual directors as per the formal mechanism for such evaluation adopted by the Board. The
performance evaluation of all the Directors was carried out by the Nomination and Remuneration
Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole
was carried out by the Independent Directors. The exercise of performance evaluation was carried out
through a structured evaluation process covering various aspects of the Board functioning such as
composition of the Board & committees, experience & competencies, performance of specific duties &
obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the
Directors individually as well as evaluation of the working of the Board by way of individual feedback from
directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

16. DETAILS OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statement across
the organization. The same is subject to review periodically by the internal audit cell for its effectiveness.
During the financial year, such controls were tested and no reportable material weaknesses in the design
or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal
Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion
forms part of the Independent Auditor's report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and
financial reporting risks. The internal financial controls have been documented, digitized and embedded
in the business processes. -

Assurance on the effectiveness of internal financial controls is obtained through management reviews,
control self-assessment, continuous monitoring by functional experts. We believe that these systems
provide reasonable assurance that our internal financial controls are designed effectively and are
operating as intended.

During the year under review, no reportable material weakness was observed.

17. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit
Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against
the Company by its officers or employees, the details of which would need to be mentioned in the Board's
Report.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT.2013:

During the year under review the Company has not given any loan to any person or other body corporate,
not given any guarantee or provided any security in connection with a loan to any other body corporate or
person and not acquired by way of subscription, purchase or otherwise, the securities of any other body
corporate under section 186 of the Companies Act,2013.

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

During the year under review, there were no contracts or arrangements made with related parties as
defined under Section 188 of the Act.

20. MANAGING THE RISKS OF. CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

a) 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.

b) 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.

21. RESERVES & SURPLUS:

22. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND
OUTGO:

Conservation of Energy: Energy conservation is important for the company and therefore energy
conservation measures are undertaken wherever practicable in its plant and attached facilities. The

Company is making every effort to ensure the optimal use of energy, avoid waste and conserve energy by
using energy efficient equipment's with latest technologies.

Technology absorption: The Company continuous to use the latest technologies for improving the
productivity and quality of its services and products.

There were no foreign exchange earnings or outgo during the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

23. PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance with the provisions of
Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-II to this report.

The information required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Having regard to the provisions of
Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the
Members excluding such information. However, the said information is available for inspection by the
Members at the Registered Office of the Company during business hours on working days of the Company
up to the date of ensuing AGM.

24. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not availed any loan from its directors or their relatives.

25. DIRECTORS AND KEY MANAGERIALPERSONNEL:

i) Composition of the Board of Directors of the Company as on 31^st March, 2025 are summarized
below as on below:

1 Mr. Vimalkumar Mishrilal Shah (DIN:03011067) has tendered his resignation as Managing Directior
of the Company w.e.f. 23^rd May,2024.

2 Ms. Shraddha Dev Pandya appointed as Managing Diretor and Ms. Maharshi Jigar Pandya appointed
as Non -Executive Director w.ef. 28^th May,2024.

3 Mr. Dev Dineshbhai Pandya and Mr. Jigar Dineshkumar Pandya has resigned as Executive Directors
w.e.f 30^th May,2024.

4 Mr. Manish Shrichand Bachani appointed as Non-Executive Independent Director w.e.f 10^th
October,2024.

5 .Mr. Kunjal Jayantkumar Soni has tendered his resignation as Non-Executive Independent Director
w.e.f 10^th October,2024

ii) Details of Key Managerial personnel as on 31st March, 2025:

1. Ms. Heli Jitendrabhai Modi appointed as Company Secretary w.e.f 1^st May,2024.

2. Mr. Ashvinbhai Gopalbhai Donga appointed as Chief Financial Officer w.e.f 28^th May,2024.

26. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two
meetings not exceeding 120 days to take a view of the Company's policies and strategies apart from the
Board Matters.

During the year under the review, the Board of Directors met 13(Thirteen) times viz. 2^nd April,2024, 1^st
May, 2024, 20^th May, 2024, 22^nd May, 2024, 28^th May,2024, 2^nd July,2024, 26^thJuly,2024, 10^th October,2024,
14^th October,2024, 25^th October,2024, 12^th November,2024, 20^th December, 2024, 20^th February, 2025.

Names of the Directors on the Board, their Attendance in the Board Meeting, % of attendance and
Attendance in last Annual General Meeting during the year 2024-25 is given below:

27. DECLARATION BY INDEPENDENT DIRECTORS:

Independent Directors of the Company has confirmed to the Board that they meets the criteria of
Independence as specified under Section 149 (6) of the Companies Act, 2013 and qualifies to be an
Independent Director and confirms that meets the requirement of Independent Director as mentioned
under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
The confirmations were noted by the Board.

28. CORPORATE GOVERNANCE:

Your company provides utmost importance at best Governance Practices and are designated to act in the
best interest of its stakeholders. Better governance practice enables the company to introduce more
effective internal controls suitable to the changing nature of business operations, improve performance
and also provide an opportunity to increase stakeholders' understanding of the key activities and policies
of the organization.

In line with Regulation 15(2) of the Listing Regulations, the provisions of Corporate Governance shall not
apply in respect of the following class of the Companies.

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Net worth not exceeding
Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange. Since, our Company falls in

the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall
not apply to the Company and it does not form the part of the Annual Report for the financial year 2024¬
25.

29. DEPOSITS:

During the year under review , the Company has neither accepted nor renewed any deposits as defined
under Section 73 of the Companies Act, 2013.

30. AUDITORS AND THEIR REPORT:

A. Statutory Auditor:

M/s K M Chauhan & Associates, Chartered Accountants, Rajkot, bearing registration number (FRN:
125924W), were appointed Statutory Auditors of the company at the 13^th Annual General Meeting (AGM)
of the Company held on 25^th July,2024 to hold office for 5 years i.e. FY 2024-25 to 2028-29, i.e until the
conclusion of the Annual General Meeting to be held in the year 2029.

The Auditors have also furnished a declaration confirming their independence as well as their arm's length
relationship with your Company as well as declaring that they have not taken up any prohibited non-audit
assignments for your Company. The Audit Committee reviews the independence of the Auditors and the
effectiveness of the Audit Process.

The report of the Statutory Auditor forms part of this Annual Report. The said report does not contain any
qualification, reservation, adverse remark or disclaimer.

B. Secretarial Auditor:

The Board appointed M/s. Gaurav Bachani & Associates, Company Secretaries, Ahmedabad, to conduct
Secretarial Audit for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year ended
31^st March, 2025 is annexed herewith marked as Annexure - III to this Report.

C. Internal Auditor:

The Board of directors has appointed M/s. Princy Mehta & Associates, Chartered Accountants, Rajkot
(FRN: 147285W), as the internal auditor of the Company for the Financial Year 2024- 25. The Internal
Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit
Committee and Board from time to time.

31. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was held
on 2^nd April,2024, 22^nd May,2024, 28^th May, 2025, 10^th October,2024, 25^th October,2024, 12^th
November,2024.

The composition of the Audit Committee and terms of reference are in compliance with the provisions of
Section 177 of the Act. All members of the Committee are financially literate and have accounting or related
financial management expertise.

The Terms of reference broadly includes the following:

(i) the recommendation for appointment, remuneration and terms of appointment of auditors of the
company;

(ii) review and monitor the auditor's independence and performance, and effectiveness of audit
process;

(iii) examination of the financial statement and the auditors' report thereon;

(iv) approval or any subsequent modification of transactions of the company with related parties;

(v) scrutiny of inter-corporate loans and investments;

(vi) valuation of undertakings or assets of the company, wherever it is necessary;

(vii) evaluation of internal financial controls and risk management systems;

(viii) monitoring the end use of funds raised through public offers and related matters.

Audit Committee was reconstituted on 2^nd April,2024 as under:

Pursuant to Resignation of Mr. Jigar Dineshkumar Pandya, Audit Committee was reconstituted on 28^th
May,2024:

Pursuant to Resignation of Mr. Kunjal Jayantkumar Soni, Audit Committee was reconstituted on 10^th
October, 2024 as under:

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of members of the Nomination and Remuneration committee as
tabulated below, was held on 2^nd April,2024, 1^st May,2024 and 28^th May,2024, 10^th October,2024.

The composition of the Nomination and Remuneration Committee and terms of reference are in
compliance with the provisions of Section 178 of the Act.

The salient features of the policy and changes therein, if any, along with the web address of the policy, is
www.scarnose.in

The Nomination and Remuneration Policy of the Company contains the guidelines on Directors'
appointment and remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under Section 178(3).

Nomination and Remuneration Committee was reconstituted on 2^nd April, 2024 as under:

Pursuant to Resignation of Mr. Jigar Dineshkumar Pandya, Nomination and Remuneration Committee
was reconstituted on 28^th May,2024:

Pursuant to Resignation of Mr. Kunjal Jayantkumar Soni , Nomination and Remuneration Committee was
reconstituted on 10^th October, 2024, as under:

C. Composition of Stakeholders' Relationship Committee:

During the year under review, meetings of members of the Stakeholders' Relationship Committee as
tabulated below, was held on 2^nd April,2024, 28^th May,2024 and 10^th October,2024.

Terms of reference, Role and Powers

The Company has adopted terms of reference and role of Stakeholders Relationship Committee as per
Section 178 the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of SEBI (LODR)
Regulations, 2015.

Role of Stakeholders Relationship Committee:

1.Resolving the grievances of the security holders of the Company including complaints related to
transfer / transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue

of new / duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the Company in respect of various services
being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the Company for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants / annual reports / statutory
notices by the shareholders of the Company.

Stakeholders' Relationship Committee was reconstituted on 2^nd April,2024 as under:

Pursuant to Resignation of Mr. Jigar Dineshkumar Pandya, Stakeholders' Relationship Committee was
reconstituted on 28^th May,2024:

Pursuant to Resignation of Mr. Kunjal Jayantkumar Soni, Stakeholders' Relationship Committee was
reconstituted on 10^th October, 2024 as under:

32. INDEPENDENT DIRECTOR:

Separate meeting of the Independent Directors of the Company were held on 25^th October,2024 to discuss
the agenda items as prescribed under applicable laws. All Independent Directors have attended the said
meeting. In the opinion of the Board, all the Independent Directors fulfil the conditions of Independence as
defined under the Companies Act, 2013 and SEBI (LODR), 2015 and are independent of the management
of the Company.

33. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are 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: INE0IXR01019. Presently shares are held in electronic and physical mode.

34. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management
continued to remain cordial during the year under review.

35. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government under sub¬
section (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly
such accounts and records are not required to be maintained.

36. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried
the evaluation of its own performance, performance of Individual Directors, Board Committees, including
the Chairman of the Board on the basis of attendance, contribution towards development of the Business
and various other criteria as recommended by the Nomination and Remuneration Committee of the
Company. The evaluation of the working of the Board, its committees, experience and expertise,
performance of specific duties and obligations etc. were carried out. The Directors expressed their
satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors i.e. held on 25^th October,2024 the performances of
Executive and Non-Executive Directors were evaluated in terms of their contribution towards the growth
and development of the Company. The achievements of the targeted goals and the achievements of the
Expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the
Directors of the Company.

37. EXPLANATIONS/COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditors' Report:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and
accounting policies are self-explanatory and do not call for any further comment.

ii. Secretarial Auditor's Report:

Secretarial Auditor's Report provide for following observations:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s.
Gaurav Bachani & Associates, Company Secretaries, Ahmedabad, as a Secretarial Auditor of the Company
to conduct Secretarial Audit for the Financial Year 2024-25.

The report of the Secretarial auditor has not made any adverse remark in their Audit Report except:

a) The Company's Status is reflected as 'SDD Non-compliant' on the BSE Portal.

Reply: The Company has duly provided records demonstrating its compliance with the SDD
requirements. Furthermore, the Company is in communication with the Exchange to resolve the said
technical matter, and necessary steps are being taken to rectify the status at the earliest.

38. POLICY ON DIRECTOR S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on
a periodical basis. The remuneration policy is in consonance with the existing industry practice and is
designed to create a high-performance culture. It enables the Company to attract, retain and motivate
employees to achieve results. The Company has made adequate disclosures to the members on the
remuneration paid to Directors from time to time. The Company's Policy on director's appointment and
remuneration including criteria for determining qualifications, positive attributes, independence of a
director and other matters provided under Section 178 (3) of the Act is available on the website of the
Company at www.scarnose.in

39. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

The Company has always been committed to provide a safe and conducive work environment to its
employees. Your Directors further state that during the year under review there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The details of complaints received under the POSH Act and the rules framed thereunder during the year:

a. number of complaints filed during the financial year - NIL

b. number of complaints disposed of during the financial year - NIL

c. number of complaints pending beyond 90 days- NIL

40. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT 1961:

Pursuant to the provisions of Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Board of
Directors hereby states that Disclosure under Maternity Benefit Act 1961 does not apply to our Company
as number of employees are less than 10.

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

There have been no material changes and commitments affecting the financial position of the Company
between the end of the financial year and the date of this Directors' Report.

42. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE:

During the year under review, there were no application made or any proceeding pending in the name of
the company under the Insolvency and Bankruptcy Code, 2016.

43. THE DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT OF ONE TIME SETTLEMENT AND
THE VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no instance of one time settlement of Loans with any Banks
or Financial Institutions.

44. OTHER DISCLOSURES:

> Change in Registered Office:

During the year under review, the Company shifted its registered office from 503, Sun Square, Nr. Hotel
Nest, Off. C.G. Road Navrangpura, Ahmedabad, Gujarat-380006 to Surbhi Complex, Shop No. 202, 2nd Floor,
Opp. Jaynath Petrol Pump, Gondal Road, Rajkot-360002 Gujarat, India i.e. outside the local limits of city,
town or village but within the same state i.e. within the State of Gujarat.”

It was duly approved by the shareholders vide Special resolution passed at the Annual General Meeting
(AGM) held on 25^th July, 2024. in compliance with Section 12 of the Companies Act, 2013.

> Change in Website Address:

The Company's website address was changed from www.scarnose.com to www.scarnose.in. The new
website complies with the disclosure requirements prescribed under the SEBI (LODR) Regulations, 2015
and is regularly updated with relevant information for investors and stakeholders.

45. ACKNOWLEDGEMENTS:

Your directors would like to express their sincere appreciation for the co-operation and assistance received
from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers
and other business associates who have extended their valuable sustained support and encouragement
during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for
the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward
for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

Surbhi Complex, Shop No.2, 2nd Floor, Scarnose International Limited

Opp.Jaynath Petrol Pump, Gondal Road,

Rajkot Udyognagar, Rajkot, Rajkot,

Gujarat, India, 360002

Sd/- Sd/-

I Shraddha Dev Pandya Maharshi Jigar Pandya

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