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S.V. Trading & Agencies Ltd Directors Report

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Jun 17, 2025|12:00:00 AM

S.V. Trading & Agencies Ltd Share Price directors Report

Dear Members,

The Board of Directors are pleased to present 46th Annual Report on the business and operations of the Company along with the audited financial statements, for the financial year ended March 31, 2026 in compliance with the applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The Companys financial performance for the year ended March 31, 2026 is summarized below:

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The Companys financial performance for the year ended March 31, 2026 is summarized below:

Dear Members,

Particulars Current Financial Year 2025-26 Previous Financial Year 2024-25
Revenue from Operations -- --
Other Income 13,291.36 12,473.66
Profit / (Loss) before Depreciation, Finance Costs, Exceptional items and Tax Expense 11,650.00 10,564.47
Less: Depreciation / Amortisation / Impairment -- --
Profit / (Loss) before Finance Costs, Exceptional items and Tax Expense 11,650.00 10,564.47
Less: Finance Costs -- --
Profit / (Loss) before Exceptional items and Tax Expense 11,650.00 10,564.47
Add/(Less): Exceptional items -- --
Profit / (Loss) before Tax Expense 11,650.00 10,564.47
Less: Tax Expense (Current & Deferred) 3,315.32 1,359.27
Profit / (Loss) for the year (1) 8,334.68 9,205.20
Other Comprehensive Income / (Loss) (2) (1,72,738.26) 7,882.43
Total (1+2) (1,64,403.58) 17,087.63
Balance carried forward (1+2) (1,64,403.58) 17,087.63

2. CORPORATE OVERVIEW AND THE STATE OF THE COMPANYS AFFAIRS

The Company is primarily engaged in trading and allied commercial activities. During the financial year ended on March 31, 2026, the Company has earned a gross income of Rs. 13,291.36 thousand as compared to Rs. 12,473.66 thousand in the previous year. The profit before tax stood at Rs. 11,650.00 thousand during the financial year ended on March 31, 2026 as against profit of Rs. 10,564.47 thousand in the previous year.

The net profit for the year 2026 stood at Rs. 8,334.68 thousand against profit of Rs. 9,205.20 thousand reported in the previous year. At present your Company is doing its existing line business to the optimum use of its resources and is taking the effort to improve its Earning per Share (EPS) and management has no plan of venturing into any new business.

The Company remains committed to achieving sustainable growth, creating long-term value for its stakeholders and upholding the highest standards of corporate governance.

3. AMOUNT TRANSFER TO RESERVE

The Board of Directors of your company, has decided not to transfer any amount to the Reserves for the year under review.

4. DIVIDEND

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view financial position of the Company, has decided that it would be prudent, not to recommend any Dividend for the year under review.

5. CHANGES IN THE NATURE OF BUSINESS

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

6. SHARE CAPITAL

The authorized share capital of the Company is Rs. 18,50,00,000 (Rupees Eighteen Crores Fifty Lakhs Only) comprising of 1,81,00,000 equity shares of face value of Rs. 10/- each and 4,00,000 unclassified shares of face value of Rs. 10/- each. The paid-up equity share capital as on March 31, 2026 stood at Rs. 17,10,00,000 (Rupees Seventeen Crore Ten Lakhs Only) comprising of 1,71,00,000 equity shares of face value of Rs. 10/- each.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2026, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

a) Buy Back of Securities: The Company has not bought back any of its securities during the year under review.

b) Sweat Equity: The Company has not issued any Sweat Equity Shares during the year under review.

c) Bonus Shares: No Bonus Shares were issued during the year under review.

d) Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.

e) Issue of debentures, bonds or any non-convertible securities: The Company has not issued debentures, bonds or any non-convertible securities during the year under review.

f) Issue of warrants: The Company has not issued warrants during the year under review.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture or associate company as on 31st March, 2026. Further no company become or ceased as subsidiary, joint ventures or associate company during the year under review.

8. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by the Securities and Exchange Board of India (the SEBI). Pursuant to Regulation 34 of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is annexed to this Report.

9. ANNUAL RETURN / WEBLINK / WEB ADDRESS OF ANNUAL RETURN

The Annual Return of the Company as on March 31, 2026 as provided under section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-7 of the Companies (Management and Administration Rules) 2014 is available on the Companys website and can be accessed at the weblink: https://www.svtrating.in/annual-return.php.

10. DETAIL OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, WHO WERE APPOINTED AND RESIGNED DURING THE YEAR

The Board of Directors of your Company as on 31st March, 2026 and as on date of this report comprises of five directors, of which Two (02) are Executive Director and Three (03) are Independent Directors.

During the year under review and till the date of this report, based on the recommendation of Nomination and Remuneration Committee, to the extent applicable, there were following changes in composition of Board of Directors and Key Managerial Personnel of the Company:

a. Mr. Arpit Lodha, resigned from the position of Company Secretary & Compliance Officer of the Company w.e.f. April 24, 2025.

b. Mrs. Neelu Kumawat (DIN: 10061282) Executive Director & CFO of the Company has resigned from the Directorship of the Company w.e.f. July 21, 2025.

c. Mr. Chirag Ghadoliya (DIN: 08019125) Non-Executive, Independent Director of the Company resigned from the Directorship of the Company w.e.f. July 21, 2025.

d. Mr. Kapil Paliwal (DIN: 09841586) was appointed as an Additional Director in the capacity of Non-Executive and Independent Director of the Company w.e.f. July 21, 2025. The Shareholders of the Company had approved the said appointment at their 45th Annual General Meeting.

e. Mrs. Urvashi Tilkesh Sharma (DIN: 11146979) was appointed as an Additional Director in the capacity of Executive Director and designated as Executive Director & CFO of the Company w.e.f. July 21, 2025. The Shareholders of the Company had approved the said appointment at their 45th Annual General Meeting.

f. Ms. Isheeta Sharma (M. No. A69002) was appointed as Company Secretary & Compliance Officer of the Company w.e.f. July 21, 2025 and resigned w.e.f. August 30, 2025.

g. Mr. Gopal Lal Paliwal (DIN: 06522898) was reappointed as Managing Director of the Company for a period of three (03) years w.e.f. August 01, 2025. The Shareholders of the Company had approved the said appointment at their 45th Annual General Meeting.

h. Mr. Shashank Mehta (M. No. A62812) was appointed as Company Secretary & Compliance Officer with effect from November 13, 2025.

Independent Director who has resigned during the year has confirmed that there are no reasons for their resignation other than those provided in resignation letter. The Board places on record its sincere appreciation for their contributions and extends gratitude for their invaluable service as an Independent Director on the Board.

In accordance with the provisions of Section 152 of Companies Act, 2013 Mrs. Urvashi Tilkesh Sharma, retires by rotation and being eligible, offers herself for appointment as Director of the company at the ensuing Annual General Meeting.

Brief resume of directors seeking appointment / re-appointment along with other details as stipulated under Secretarial Standard 2 and Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is separately disclosed in the Notice and form an integral part of this report.

Further, details of Key Managerial Personnel are as under:

Name Designation
Mr. Gopal Lal Paliwal Managing Director
Mrs. Urvashi Tilkesh Sharma Chief Financial Officer (CFO)
Mr. Shashank Mehta Company Secretary & Compliance Officer

11. DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of Company have given confirmation/declaration to the Board that they meet with the criteria of Independence and are Independent in terms of Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Independent Directors have also confirmed that, to the best of their knowledge, they are not aware of any circumstances or situations that exist or may reasonably be anticipated to impair or affect their ability to discharge their duties with objective and independent judgment and without any external influence. They have further confirmed that they are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed in schedule IV to the Companies Act, 2013 and also they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs. Further, the Board has taken on record the said declarations after undertaking due assessment of the veracity of the same.

12. MEETINGS

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the Meetings. Total Five (05) Board Meetings were held during the year under review after due compliance with the provisions of Section 173 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of these Meetings are provided in the Report on Corporate Governance Section of the Annual Report.

13. BOARD COMMITTEES

The Board has constituted/re-constituted various Committees in compliance with the provisions of the Act and the SEBI Listing Regulations viz., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee.

The details of the role and composition of these Committees, including the number of Meetings held during the financial year and attendance at these Meetings are provided in the Corporate Governance Section of the Annual Report.

14. PERFORMANCE EVALUATION

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Independent Directors and the working of its committees based on the evaluation criteria specified by Nomination and Remuneration Committee for performance evaluation process of the Board, its Committees and Directors.

The Boards functioning was evaluated on various aspects, including, inter-alia, the structure of the Board, Meetings of the Board, functions of the Board, degree of fulfilment of key responsibilities, establishment, and delineation of responsibilities to various Committees and effectiveness of Board processes, information and functioning.

The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the management outside Board/Committee Meetings.

As mentioned earlier, the performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate Meeting of Independent Directors. The same was also discussed in the Board Meeting. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

15. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS

As stipulated by Section 149 read with Schedule IV, Part III of the Companies Act, 2013 and the SEBI Listing Regulations, the Company familiarises its Independent Directors on their roles, rights, responsibilities, nature of the industry in which the Company operates, business model of the Company, etc. They are proactively provided with relevant news, views and updates on the Company. Further, all Independent Directors are taken through a detailed induction and familiarization programme at the time of their appointment on the Board of the Company. All the information/documents, if any sought by them are also shared with them for enabling a good understanding of the Company.

16. INDEPENDENT DIRECTORS MEETING

In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent Directors of the Company are required to hold at least one meeting in a financial year without the attendance of Non-Independent Directors and Members of the Management.

Independent Directors of the Company had a separate meeting on 29th September, 2025, without the attendance of Non-Independent Directors and members of the management, following matters were, inter alia, discussed in the meeting:

  • Review and Evaluation of performance of Non-Independent Directors and the Board of Directors of the Company as a whole.
  • Review and Evaluation of performance of the Chairman of the Company, taking into views of Executive and Non-Executive Directors; and
  • Assess the quality, quantity and timeliness of the flow of the information between the Company management and the board that is necessary for the board to effectively and reasonably perform the duties.

All Independent Directors of the Company were present at the said Meeting.

17. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE, AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that they are persons of integrity and possess relevant expertise and experience and their association will be of immense benefit and in the best interest of the Company. With regard to proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the Institute, as notified under Section 150(1) of the Act, unless exempted, the Board of Directors have taken on record the information submitted by Independent Directors that they have complied with the applicable laws.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of loans, guarantees and investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 form part of the notes to Financial Statements provided in this Annual Report.

19. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee. The said Policy is available on the Company website and can be accessed by weblink: https://www.svtraiding.in/newpdf/Whistler%20Blower%20Policy%20(1).pdf

Audit Committee of your Company oversee the vigil mechanism, further during the year under review, no whistle blower event was reported and mechanism is functioning well.

20. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee has laid down well-defined criteria in the Nomination and Remuneration Policy for the selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel. The Committee has also formulated a framework for determining the remuneration of Directors, Key Managerial Personnel and Senior Management Personnel, which has been recommended by the Committee and approved by the Board of Directors.

The Policy, inter alia, defines the terms "Key Managerial Personnel" and "Senior Management Personnel" of the Company and sets out the role and responsibilities of the Nomination and Remuneration Committee. It lays down the criteria and framework for the identification, appointment and retirement of Directors and Senior Management Personnel. The Policy also broadly provides the framework for determining the remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

Further, the Policy specifies the criteria for determining the qualifications, positive attributes and independence of Directors and provides a framework for ensuring appropriate diversity in the composition of the Board of Directors.

The said Policy is available on the Companys website and can be accessed by weblink https://www.svtrating.in/newpdf/Nomination,%20Remuneration%20and%20Evaluation%20Policy%20(1).pdf

21. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

No transactions / contracts / arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 were entered by the Company during the year under review with related party(ies). Thus, the disclosure of related party transactions as required under the Section 134(3) of the Companies Act, 2013 in Form-AOC 2 is not applicable to your company.

The Company has developed a related party transactions framework through standard operating procedures for the purpose of identification and monitoring of transactions with the related parties. The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company.

Further, Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee(s) of the Company.

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

23. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the Financial Statements relate and till the date of this Report.

24. DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained, your Directors make the following statement in terms of Section 134 (3) (c) of the Companies Act, 2013.

Your Directors confirm that:

(a) In the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to departures, if any;

(b) appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;

(c) proper and sufficient care has been taken 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) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls are laid down and such internal financial controls are adequate and operating effectively;

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

The Statutory Auditors of the Company have opined on the adequacy and operating effectiveness of the Internal Financial Controls over Financial Reporting (IFCOFR) in their Independent Auditors Report.

25. AUDITORS

STATUTORY AUDITOR:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, The Members of the Company at their 44th Annual General Meeting of the Company held on August 28, 2024 approved the appointment of M/s. G R A M and Associates LLP, (FRN: 008850C/C400019), as the Statutory Auditor for a period of five years from the conclusion of 44th Annual General Meeting till the conclusion of 49th Annual General Meeting.

The Report given by M/s. G R A M and Associates LLP, (FRN: 008850C/C400019), on the financial statement of the Company for the financial year 2025-26 is forming part of the Annual Report.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, the Members of the Company, at the 45th AGM held on September 29, 2025, appointed Mr. Dhirendra Radheybham Maurya, Proprietor of M/s. D Maurya and Associates, Practicing Company Secretary (C.P. No.: 9594, Peer Review Certificate No. 2544/2022), as Secretarial Auditor of the Company for a term of five consecutive years i.e. from financial year 2025-26 to financial year 2029-30. The Secretarial Auditor has confirmed that they continue to hold a valid peer review certificate as prescribed under the SEBI Listing Regulations.

The Secretarial Audit Report for financial year 2025-26 is annexed as Annexure-I to this report. The Company has also undertaken an Annual Secretarial Compliance Audit for the financial year 2025-26 for all applicable compliances as per the SEBI Listing Regulations and circulars / guidelines issued thereunder.

There are no observations, reservations, qualifications or adverse remarks or disclaimers made by the Secretarial Auditor in the aforesaid Reports.

The Company does not have any material unlisted Indian subsidiary and hence the requirement of undertaking Secretarial Audit thereof is not applicable to the Company.

INTERNAL AUDITOR:

During the year under review, on the basis of recommendation of the Audit Committee, Mr. Ronak Ranka, Proprietor of M/s. Ronak Ranka & Associates, Practicing Chartered Accountants, (M.No.: 459350) (FRN: 037209C) was appointed as an Internal Auditor of the Company to carry out the internal audit of the Company for the Financial year 2025-2026. Further, on completion of their term, the Board of Directors based on the recommendation of the Audit Committee appointed Mr. Ronak Ranka, Proprietor of M/s. Ronak Ranka & Associates, Practicing Chartered Accountants, (M.No.:459350) (FRN:037209C) as an Internal Auditor of the Company for the Financial Year 2026-2027.

COST AUDITOR:

No Cost Auditor was appointed during the financial year as there is no statutory requirement imposed for mandatory appointment according to the size and nature of the business.

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

The Auditors Report does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report. The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark. The Secretarial Auditors Report is enclosed as Annexure-I to the Boards report in this Annual Report.

27. DETAILS OF FRAUD REPORT BY AUDITOR

During the financial year 2025-26, the Auditors has not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

28. COST RECORDS

The provision of Cost audit as per section 148 the Companies Act, 2013 doesnt applicable on the Company.

29. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, in terms of Section 118(10) of the Companies Act, 2013, the Company has complied with the provisions of the applicable Secretarial Standards issued by Institute of Companies Secretaries of India. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

30. AUDIT TRAIL (EDIT LOG)

Pursuant to the Section 134(5) and relevant rules under the Companies Act, 2013, the Directors confirm that:

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026, which features an inbuilt audit trail (edit log) facility. The audit trail facility operated continuously throughout the financial year for all relevant transactions recorded in the software. There has been no tampering with the audit trail feature during the period under review. The audit trail logs have been preserved by the Company in accordance with the statutory requirements for the retention of records.

31. TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund Rules), 2016 (the IEPF Rules), during the year under review, no amount of Unclaimed dividend and corresponding equity shares were due to be transferred to IEPF account.

32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including the adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The audit committee of the Board of Directors and the internal auditors reviews the adequacy and effectiveness of the internal control system and suggest the improvements to strengthen the same. During the period under review, such controls were tested and no reportable weakness in their working has been discovered.

33. RISK MANAGEMENT

The Company has a well-defined Risk Management framework in place to identify, assess and mitigate potential risks across its operations. The Board of Directors oversees the risk management process and periodically reviews the key risk areas and mitigation measures. The Companys risk management practices are aligned with its business objectives and are aimed at safeguarding the interests of the Company and its stakeholders while ensuring sustainable growth and financial stability.

As on March 31, 2026, the Company is not required to constitute a Risk Management Committee in terms of Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

34. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual Harassment. The objective of the Policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This Policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide by it.

The Policy covers all employees, irrespective of their nature of employment and is also applicable in respect of all allegations of sexual harassment made by an outsider against an employee.

The requirement of constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company, though the Company has complied with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, to the extent applicable.

The following is a summary of sexual harassment complaints received and disposed off during the financial year under review:

Particulars Number
Number of complaints of sexual harassment received in the year Nil
Number of complaints disposed off during the year Nil
Number of cases pending for more than ninety days Nil

35. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company is committed to maintaining a safe, inclusive, and supportive work environment for all employees, with particular emphasis on the well-being and rights of women in the workplace. In line with this commitment, the Company acknowledges and upholds the provisions of the Maternity Benefit Act, 1961, which is aimed at protecting the interests of women employees during maternity. During the financial year under review, women employees were on the rolls of the Company, and eligible employees availed maternity benefits in accordance with the provisions of the Act. The Company remains fully compliant with the provisions of the Act and is well-prepared to extend all statutory benefits as and when the need arises.

36. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 (1) of the Companies Act, 2013, are not applicable to the Company.

37. ENVIRONMENT AND SAFETY

Your Company is committed to ensure sound Safety, Health and Environmental (SHE) performance related to its activities, products and services. Your Company is taking continuous steps to develop Safer Process Technologies and Unit Operations and has been investing heavily in areas such as Process Automation for increased safety and reduction of human error element. The Company is committed to continuously take further steps to provide a safe and healthy environment.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of energy:

Particulars Details
(i) The steps taken or impact on conservation of energy Companys operation does not consume significant amount of energy.
(ii) The steps taken by the company for utilising alternate sources of energy Not applicable, in view of comments in clause (i)
(iii) The capital investment on energy conservation equipments Not applicable, in view of comments in clause (i)

(b) Technology absorption:

Particulars Details
(i) The effort made towards technology absorption Nil
(ii) The benefits derived like product improvement cost reduction product development or import substitution Nil
(iii) In case of imported technology (important during the last three years reckoned from the beginning of the financial year) Nil
(a) the details of technology imported
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv) The expenditure incurred on Research and Development Nil

(c) Foreign exchange earnings and Outgo:

During the year, there was no foreign exchange outgo (actual outflows) and foreign exchange earned (actual inflows).

39. DEPOSITS

The Company has not accepted or renewed any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

40. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The statement containing particulars of employees required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate exhibit forming part of this report as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure-II to this report.

41. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Reporting as required under SEBI (LODR), 2015 and is not applicable to your Company for the financial year under review.

42. MANAGEMENT DISCUSSION AND ANALYSIS

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section, forming part of the Annual Report as Annexure-III to this report.

43. DISCLOSURE OF AGREEMENTS

Disclosure as required under para F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company during the financial year.

44. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application was made and no corporate insolvency resolution proceedings are pending against or by the Company under the Insolvency and Bankruptcy Code, 2016; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable.

45. OTHER DISCLOSURES

i. The requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ii. The Company has not made any provisions of money or has not provided any loan to its employees for purchase of shares of the Company or its holding Company, pursuant to the provisions of Section 67 of Companies Act, 2013 and Rules made thereunder.

iii. There was no occasion where the Board has not accepted any recommendation of the Audit Committee.

46. CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis, Corporate Governance, notice to the Shareholders or elsewhere in this Annual Report, describing the Companys objectives, projections, estimates and expectations may constitute forward looking statement within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.

47. ACKNOWLEDGEMENT AND APPRECIATION

Your directors would like to acknowledge and place on record their sincere appreciation to all Stakeholders, Clients, Financial Institutions, Banks, Central and State Governments, the Companys valued Investors and all other Business Partners, for their continued co-operation and support extended during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development.

For and on behalf of the Board of Directors For S.V. Trading & Agencies Limited
Place: Mumbai Date: May 28, 2026
Name: Urvashi Tilkesh Sharma Designation: Director & CFO DIN: 11146979
Name: Gopal Lal Paliwal Designation: Managing Director DIN: 06522898

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