Sarveshwar Foods Ltd Directors Report

DIRECTORS REPORT

TO

THE MEMBERS

SARVESHWAR FOODS LIMITED

REGISTERED OFFICE:

SARVESHWAR HOUSE, BELOW GUMMAT,

JAMMU-J&K

Dear Members,

Your Directors have pleasure in presenting their 21st Annual Report on the business and operations of the company and the accounts for the financial year ended 31st March, 2025.

Financial Results

Key aspects of consolidated and standalone Financial Performance of Sarveshwar Foods Limited for the Current Financial 2024-2025 along with the previous Financial Year 2023-2024 as tabulated below:

	Consolidated		Standalone
Particulars	Year ended 31st March, 2025	Year Ended 31st March, 2024	Year ended 31st March, 2025	Year Ended 31st March, 2024
Revenue from operations	1,13,622.09	36,959.29	55,638.51	37,751.31
Other Income	549. OS	727.28	322,13	322.21
Total Income	1,14,171.95	37,636.53	55,960.64	38,073.44
Expenses	45,773.86	25,872.18	54,759.40	37,062.62
EBITDA	7,731.61	6,306.16	3,181,44	2,967,08
Depreciation and Amortization Expenses	116.97	111.98	38.64	36.76
Finance Costs	3970.74	3,944,27	1,941,56	1,919,50
Profit Before exceptional items and tax	3643.89	2,249.91	1,201,24	1,010,32
Exceptional Items	EVIL	EVIL	NIL	NIL
PBT	3,643,89	2,249,91	1,201,24	1,010,82
Tax Expenses
Current Year	911	566.00	302.00	254.00
Previous Year Tax	47,59	(69.74)	9,08	(57.44)
Deferred Tax	(11.93)	19.16	9,64	(8.00)
PAT	2,719.17	1,734,49	380,52	322.26
Share of Profit/(loss) of associate.	(5.35)	(56.50)	-	NIL
Minority Interest	2,42	(1.54)	1	N.A
Profit after Taxes and Minority Interest	2711.40	1,676.45	381,39	322.26
Appropriations
Earnings Per Share (Face Value of Rs -1 /- Each)	0.28	0.23	0.09	0,11

FINANCIAL REVENUE:

The Total Income of the company during the year under review has been Rs. 1141.71 cr As against Rs. 87.68 cr in the previous year. The operating profit for the year (EBITDA) for the year stood at Rs. 77.32 cr as compared to the Rs. 63.06 cr in the previous year, an increase of 23 %. The company has earned Net Profit of Rs. 26.92 cr as compared to Rs.16.78 cr in the previous year, an increase of 60%. The companys earnings per share are 0.28 the current year.

KEY METRICS

DIVIDEND

The Board wishes to retain all its earnings to further grow and invest in the core business and increase efficiency and therefore do not recommend any distribution of dividend for the financial year ended on 51stmarch , 2025.

TRANSFER TO RESERVES

For considering the growth planning the amount of Rs. 44.09 Lakhs is transferred to the reserves account after making appropriations.

CHANGES IN SHARE CAPITAL

During the period under review, there is no change in the share capital of the company.

RAISING OF FUNDS THROUGH ISSUANCE OF SECURITIES

Pursuant to the approval of board in its board meeting held on 15thAugust, 2024 and further approval of members in Annual General Meeting dated 27thSeptember,2024, The company has approved the raising of Funds through issuance of securities.

CREDIT RATING

The details of credit rating are set out in the corporate governance report, which forms part of this reported.

CONSOLIDATED FINANCIAL STATEMENTS:

The Audited consolidated financial statements prepared by the company are duly provided in the Annual Report of the Company.

MATERIAL CHANGES DURING THE YEAR (2024-25)

1. Approval & Allotment of Fully Convertible Warrants

During the reporting period, Sarveshwar Foods Limited received in-principle approval from stock exchanges for the issue and allotment of fully convertible warrants. This step is part of a forward-looking financial strategy designed to strengthen the Companys capital structure.

Pursuant to this, the Company allotted fully convertible warrants on 25th July 2024, amounting to a total issue size of f98,94,00,000. In accordance with SEBI regulations, 25% of the allotment amounting to f24,73,50,000 was received on the date of allotment.

This strategic financial instrument reflects the Boards proactive approach in maintaining liquidity and financial flexibility. It also underlines investor confidence and the Companys focus on long-term value creation.

2. Acquisition of Natural Global Foods DMCC

On 29 November 2024, Sarveshwar Foods Limited approved the acquisition of the remaining stake in Natural Global Foods DMCC, a Dubai-based entity. The transaction was completed by 50 January 2025, thereby making the company a wholly owned subsidiary.

Natural Global Foods DMCC plays a crucial role in Sarveshwars international operations, particularly across the Middle East, Africa, and Europe. The complete acquisition is a strategic move to consolidate operational control, enhance governance, and improve profitability in overseas markets.

This step also enables Sarveshwar to streamline logistical operations, integrate brand identity across markets, and better comply with evolving regional regulations. It signifies the Companys commitment to becoming a prominent exporter of agro-based products on a global scale.

3. Change in Corporate Office

In December 2024, the Company relocated its Corporate Office to B-612, Wing B, Kanakia Wall Street, Andheri East, Mumbai - 400059. This relocation is part of Sarveshwars broader strategy to support its evolving business needs and enhance accessibility.

The new office space provides modern infrastructure, improved connectivity to business partners and financial institutions, and an upgraded work environment for employees. Located in Mumbais prime commercial hub, this move enhances the Companys corporate presence and facilitates smoother interactions with key stakeholders.

The relocation supports Sarveshwars expanding domestic and international operations and is a symbolic and operational upgrade in line with its vision to become a globally respected organization.

4. Appointment of Mr. Mansoor Khan as Deputy CEO

On 29 March 2025, the Board of Sarveshwar Foods Limited approved the appointment of Mr. Mansoor Khan as Deputy Chief Executive Officer, effective immediately .

The decision followed the recommendation of the Nomination & Remuneration Committee in accordance with SEBI (LODR Regulation 50).

Profile & Strategic Role:

• Mr. Khan brings over 20 years of leadership across exports and administration in the FMCG sector.

• He holds a BE (Mechanical) and an MBA, and has previously been associated with international operations in UAE .

• His appointment strengthens Sarveshwars senior management team, particularly in export markets and operational delivery.

The appointment was promptly disclosed to BSE and NSE to ensure adherence to disclosure norms and investor awareness.

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

Increase in Authorized Share Capital

Following the conclusion of FY 2024-25, Sarveshwar Foods Limited, pursuant to a Board Resolution passed at its meeting held on 20th May 2025, and subsequently approved by shareholders through postal ballot on 21st June 2025, has approved an increase in its Authorized Share Capital.

The Authorized Share Capital has been increased from ?1,20,00,00,000 (Rupees One Hundred Twenty Crores) divided into 120,00,00,000 equity shares of ?1 each, to ?1,60,00,00,000 (Rupees One Hundred Sixty Crores) divided into 160,00,00,000 equity shares of ?1 each.

This capital increase was undertaken to facilitate the issuance of equity shares under the potential future capital-raising initiatives. The move is a proactive financial strategy that strengthens the Companys capital base and enhances its flexibility to respond swiftly to expansion opportunities, acquisitions, or any working capital requirements.

The necessary filings were made with the Registrar of Companies, and updates were disseminated through stock exchanges in compliance with SEBI LODR provisions.

Right Issue of Equity Shares

The Board of Directors, at its meeting held on August 11, 2025, approved a Rights Issue of up to 24,99,10,469 fully paid-up equity shares of face value ?1 each at an issue price of ?6 per share (including a premium of ?5 per share), aggregating up to approximately ?14,994.65 lakhs. The Rights Issue has been undertaken in the ratio of 12 Equity Shares for every 47 fully paid-up Equity Shares held by the eligible equity shareholders of the Company as on the Record Date of August 22, 2025.

The Rights Issue will open for subscription on September 2, 2025 and close on September 16, 2025. The proceeds from the issue are proposed to be utilized towards augmenting the working capital requirements of the Company and for general corporate purposes.

This Rights Issue represents a significant step in strengthening the Companys capital structure and supporting its growth strategy.

Change in Directorship

During the period under review and up to the date of this Report, Mr. Harbans Lal, Executive Director of the Company, resigned from the Directorship of the Company with effect from 4th August, 2025 due to personal reasons.

The Board places on record its deep appreciation for the valuable guidance, contribution and support rendered by Mr. Harbans Lal during his tenure as a Director of the Company.

Change in Key Managerial Personnel

During the period under review and up to the date of this Report, Mr. Vishal Narchal, Chief Financial Officer (CFO) and Chief Operating Officer (COO) of the Company, resigned from his position with effect from August 05, 2025due to personal and health reasons.

The Board places on record its sincere appreciation for the invaluable services, commitment, and contribution made by Mr. Vishal Narchal during his tenure as the CFO and COO of the Company.

Appointment of Chief Financial Officer

Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on August 11, 2025, approved the appointment of Mr. Anand Sharda as the Chief Financial Officer (CFO) of the Company with effect from 11 August 2025.

Mr. Sharda is a qualified Chartered Accountant with nearly 19 years of extensive experience in Accounting and Financial Management, with specialization in strategic financial management across diverse industry sectors. He has previously been associated with reputed organizations including Parag Milkfoods Limited, RBL Bank Limited, DCB Bank Limited, and Publicis Groupe.

The Board believes that Mr. Shardas rich professional expertise and leadership will play a crucial role in enhancing the financial strength and strategic planning of the Company.

Appointment of Director

During the period under review and up to the date of this Report, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, approved by way of circular resolution dated July 4, 2025, the appointment of Mr. Kamal Kishore Sharma (DIN: 11155068) as an Additional Director (Non-Executive & Independent) of the Company for a term of five consecutive years, subject to the approval of the shareholders.

Mr. Sharma is a seasoned agricultural professional with over 36 years of distinguished service in the Government of Jammu & Kashmir, culminating in his role as Director of Agriculture & Farmers Welfare. With strong academic credentials in Agriculture (M.Sc. Horticulture, B.Sc. Hons.), he has spearheaded several high-impact initiatives in agriculture extension, project planning, soil and water conservation, farm-based livelihood generation, and procurement reforms that benefited farmers. He played a pivotal role in the implementation of schemes such as KrishonnatiYojna, RKVY, and PM FasalBima Yojana, in securing GI tagging of Basmati and Saffron, and in branding initiatives such as "JmuKheti".

The Board believes that his vast expertise, leadership, and policy insights will significantly contribute to the Companys growth, governance, and sustainability initiatives.

Resignation of Independent Director

During the period under review and up to the date of this Report, Mr. Tej Pratap (DIN: 07818713) tendered his resignation from the position of Independent Director of the Company with effect from the close of business hours on May 29, 2025, due to personal commitments and pre-occupation. Consequently, he also ceased to be a Member of the Committees of the Board of the Company.

Mr. Tej Pratap has confirmed that there are no other material reasons for his resignation other than those stated in his resignation letter.

The Board places on record its sincere appreciation for the valuable guidance, commitment, and contribution made by Mr. Tej Pratap during his tenure as an Independent Director of the Company.

CHANGE IN NATURE OF BUSINESS:

• There is no change in the nature of business of the company during the financial year 2024-2025

• SEGMENT REPORTING

A separate reportable segment forms part of notes to the accounts.

NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIRIES, JOINT VENTURES OR ASSOCIATE COMPNY DURING THE YEAR

• During the Financial year 2024-2025. Your Company has acquired 55% of Natural Global Foods DMCC , a Dubai - Based Company , which was earlier your associate company holding 45 % of the company. On 30th January, 2025 you company made it wholly owned subsidiary by acquiring 100% shareholding.

• As On March 31st , 2025 , The company has Four (4) Subsidiaries namely

1. Sarveshwar Overseas Limited (99% stake held by Sarveshwar Foods Limited)

2. Himalayan Bio Organic Foods Limited (Wholly Owned Subsidiary)

3. Green Point Pte. Ltd (Wholly owned subsidiary (w.e.f March 26,2024)

4. Natural Global Foods DMCC (Wholly owned Subsidiary (w.e.f 30th January 2025)

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS:

The Audited consolidated financial statements prepared by the company are duly provided in the Annual Report of the Company.

Further there has been no material change in the nature of business of the subsidiaries during the financial year 2024-2025. The consolidated Financial Statements of your company for the financial 2024-2025 are prepared in compliances with applicable provisions of the companies act, 2013 read with the rules issued there under and the provision of SEBI (LODR) Regulation 2015.

The consolidated Financial Statements have been prepared by consolidating audited financial statements of your company and its subsidiaries, as approved by the respective board of directors. Further pursuant to proviso of sub section(3) of section 129 of companies act , 2013 read with Companies (Accounts) Rules, 2014 a separate statement containing the salient features of the financial statements of subsidiaries of the company in the prescribed form AOC-1 is given in the consolidated Financial statements of subsidiaries forming part of this Annual Report . Consolidated Turnover is Rs. 1136.23 cr in current year as compared to Rs. 869.59 cr in last year. Consolidated Net profit after tax is Rs. 27 cr as compared to 17 cr in the last year. The financial statements of the subsidiary company and related information are available for inspection by the member at the registered office of the company during business hours on all days except Sunday and holiday up to the date of Annual General Meeting as required under Section 138 of the companiesACT, 2013. Any member desirous of obtaining the copy of said Financial Statements may write to the compliance officer at the Registered Office of the Company.

The financial statements including the consolidated financial statements, statements containing salient features of the financial statements of subsidiaries and all other documents shall also be available on companys website www.sarveshwarfoods.com , in a downloadable format.

BOARD OF DIRECTORS AND KEY MANAGRIAL PERSONNEL :

As on March 31, 2025 the companys Board has strength of ten (10) Directors including One (1) women Director. The Chairman of the Company of the board is an Honorary chairman. The Composition of the board is as below:

Category	Number of Directors	% of Total Number of Directors
Executive Directors (including Women Director)	4	40
Independent Non- Executive Director	5	50
Non- Executive Director	1	10

The detailed section on Board of Directors is given in the Report of Corporate Governance forming part of this annual report.

RETIRE BY ROTATION

Pursuant the provisions of section 149 of the companies act, 2013 and Articles of Association of the company all directors are liable to retire by rotation. No Independent directors are liable for retire by rotation. However they can resign from directorship any time before their respective tenure.

In accordance to the provisions of Section 152 of the Companies Act , 2013 and Articles of Association of the company , Rohit Gupta (Non Executive Director) and Seema Rani (Whole Time - Director) ,retire by Rotation at the ensuing Annual General Meeting , are eligible for re-appointment . The brief resume of the Directors being re-appointed, the nature of expertise in specific functional areas, names of companies in which they have held directorship, committee memberships, their shareholding etc. are furnished in the explanatory statement to the notice of the Annual General Meeting and also forming part of the Corporate Governance Report. The board recommends their re-appointment at the ensuing Annual General Meeting.

AUDIT COMMITTEE

As on March 31, 2025 , the Audit Committee of Sarveshwar Foods Limited Comprises of Following three(3) members , with majority of Independent Non- Executive Directors

Name	Nature of Designation	Designation in Committee
Mr. Adarsh Kumar Gupta	Non- Executive Independent Director.	Chairman
Dr. (Jttar Kumar Gupta	Non - Executive Independent Director.	Member
Mr. Anil Kumar	Executive Director.	Member

All the recommendation made by the Audit Committee was accepted by the Board of Director. The Powers and role of the Audit Committee are included in report on Corporate Governance forming part of this Annual Report.

KEY MANAGERIAL PERSONNELS:

The Key Managerial Personnel (KMPs) of the company in accordance with the provisions of Sections 2(51) and Section 203 of the companies act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules , 2014 (including any statutory modification(s) or re-enactments for the time being in force are as follows

S.NO	NAME OF KMPs	Designation
1	Anil Kumar	Managing Director
2	Anand Sharda	Chief Financiai officer
3	Seem a Rani	Whole Time Director
4	Sadlwi Sharma	Company Secretary and Compliance Officer

• Resignation of Mr. Vishal Narchal as the chief financial officer and chief operating officer of the company with effect from 5th August , 2025

DETAILS OF DIRECTORS APPOINTED AND RESIGNED DURING THE YEAR:

• No such appointments and resignations were done in the year 2024-2025.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The disclosures with respect to the remuneration of Directors and Remuneration of Directors and employees under Section 197 of Companies act, 2015 real with Rule 5 (1) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with a statement containing particulars of employees required under section 197 of companies act , 2015 read with rule 5 (2) and (5) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith and marked Annexure- I and forms part of this report.

POLICY ON REMUNERATION OF DIRECTORS. KMPs . SENIOR MANAGEMENT PERSONNEL AND OTHER EMPLOYEES:

The Remuneration Paid to the Directors is in accordance with the Nomination and Remuneration Policy of Sarveshwar Foods Limited formulated in accordance with section 154(5)(e) and section 178(5) of the Companies Act, 2015 read with regulation 19 of SEBI Listing regulations (including any statutory modification(s) or re-enactment(s) for the time being in force. The Salient aspects covered in the Nomination and Remuneration Policy have been outlined below:

• To identify the person who are qualified to became directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal;

• To formulate the criteria for determining qualifications, positive attributes and Independence of director and recommend to the board a policy relating to Remuneration of directors, key managerial personnel and other employees of Sarveshwar Foods Limited.

• To formulate the criteria for evaluation of independent directors and the board.

• To report to the board for further evaluation of the board and to determining whether to extend or continue the term appointed of independent directors.

• To recommend to the board on remuneration payable to the directors, key managerial Personnel and senior management.

• To provide to key managerial personnel and senior management reward linked directly to their efforts, performance, dedication and achievements relating to the companys operations.

• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

• To develop a succession plan for the board and regularly review the plan.

• To assist the board in full filling responsibilities.

• To implement and monitor policies and process regarding principles of corporate governance.

• Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the company and its goals.

The Nomination and Remuneration Policy of the Company is available at website of the company www.sarveshwarfoods.com

NUMBER OF MEETING OF BOARD

During the Financial Year 2024-2025, Nine Board Meeting were held. For Details thereof kindly refer to the Section board meetings and procedure - Details of Board Meetings held and attended by the directors during the financial year 2024-2025, in the Corporate Governance Report of forming part of this Annual Report.

Board Evaluation

In Pursuance of Section 178 of the Companies Act , 2015 read with Regulations 4(2),17(10) and 19(4) read with Schedule II Part D of Securities and Exchange Board of India (Listing Obligations and Disclosure) , Regulation , 2015 and Secretarial Standards-I, the Nomination and Remunerationhas framed the evaluation process and the performance evaluation of independent directors , executive directors, and board as a whole as well as working of its Audit , Nomination & Remuneration and other committees has been carried out during the financial year 2024-2025.

The detailed process in which annual evaluation of the performance of the board , its chairperson , its committees and of individual Directors has been made is disclosed in the Corporate Governance Report forming an integral part of the Boards report.

STATEMENT OF DECLARATIONS BY AN INDEPENDENT DIRECTOS(S) AND REAPPOINTMENT , IF ANY:

All independent Directors have given declarations that they meet the criteria of independence as laid down under section 149 (6) of the companies act, 2015 and they have complied with the code foe independent directors prescribed in Schedule IV to the Act and the listing Regulations. In the opinion of the board and as confirmed by Independent Directors, they fulfill the conditions specified in Section 149 of the Act and the Rules made there under and the listing regulations about their status as independent Director of the company .

Your board of Directors formed opinion that the independent Directors of the company are maintaining highest standard of integrity and possessing expertise, requisite qualifications and relevanr experience in the fields of administration, General management, Accounts & Finance, Audit, Internal Audit, Taxation, Risk Board procedures, Governance etc., for performing their role as independent Directors of the company .

Your Board of Directors formed opinion that the independent Directors of the Company are maintaining highest standard of integrity and possessing expertise, requisite qualifications and relevant expertise in the fields of administration, General management, Accounts and Finance , Internal Audit, Taxation, risk, Board Procedures, Governance Etc. for performing their role as independent Directors of the Company.

REMUNERATION POLICY:

The Company has framed Remuneration Policy in compliance with Section 178 of the Companies Act, 2015 read along with the applicable rules thereto and Regulation 19 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and remuneration policy of the Company in compliance of Section 178 (4) of the Companies Act, 2015. The Policy is available at Company website www.sarveshwarfoods.com

EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(5) and Section 154 (5) (a) of the Companies Act, 2015 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Company has placed the copy of Annual Return as at 51st March, 2025 on its website https://sarveshwarfoods.com /investor.asp Rs.id=9

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the company with related parties referred to in subsection (1) of Section 188 of the Companies Act. 2015 are disclosed in Form No. AOC-2 marked as Annexure-II. With reference to Section 154(5)(h) of Companies Act, 2015, all contracts and arrangement with related parties under Section 188(1) entered by the Company during the financial year were in ordinary course of business and on arms length basis,

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approvals obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

A policy on Related Party Transactions has been devised by the Company which may be referred to at the Companys website at: www.sarveshwarfoods.com

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Companys website at www.sarveshwarfoods.com

REPORTING OF FRAUD:

The Auditors Report does not contain any qualification and Fraud (as specified under section 145(12) of the Companies Act, 2015). Notes to Accounts and Auditors remarks as their report are self-explanatory and do not call for any further comments.

DISCLOSURE ABOUT THE RECEIPT OF COMMISSION

In terms of Section 197(14) of the Act and rules made there under, during the year under review, no director has received any commission from the Company thus the said provision is not applicable to the Company.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Pursuant to sub-section (5) of Section 129 of the Act, the statement containing the salient feature of the financial statement of a Companys subsidiaries and associate marked as Annexure-III Performance and financial position of each of the subsidiaries companies and associate included in the consolidated financial statement. Moreover, Company does not have any Joint Venture.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 related to CSR activities is detailed in Annexure IV.

AUDIT COMMITTEE:

In pursuance of Section 177 of the Companies Act. 2013 read with Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the Audit Committee and the details in pursuance of Section 177 (8) of the Companies Act, 2015 in respect of composition of Audit Committee of the Company is given in Corporate Governance Report of the Company.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, M/s. Aamir Almas & Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company for the Financial year 2024-25. The report of the Secretarial Auditors is marked as Annexure-V to this report In terms of Regulation 24A of LODR 2015, Sarveshwar Overseas Limited and Himalayan Bio Organic Foods Limited, a material subsidiary is under secretarial audit and report submitted by the Secretarial Auditors is annexed herewith and marked Annexure-VI. The report is self explanatory and do not call for any further comments.

INTERNAL AUDIT & CONTROLS:

In terms of Compliance of Section 158 of the Companies Act, 2015 read with the Companies (Accounts) rules, 2014, the Company has appointed firm MSGK & Associates having Firm Registration Number 051546N as its Internal Auditors. During the year, the Company actively implemented the Internal Auditors recommendations to enhance its overall control environment. The scope of the internal audit encompassed a comprehensive review of processes related to asset safeguarding, evaluation of operational efficiency, assessment of system and process effectiveness, and an examination of internal control robustness across all functional areas.

Audit findings were thoroughly discussed with respective process owners, and appropriate corrective actions were undertaken in line with the directives of the Audit Committee. This continuous process aims to strengthen governance and improve operational effectiveness on an ongoing basis.

RISK MANAGEMENT POLICY:

Sarveshwar Foods Limited has in place comprehensive risk assessment and minimization procedures, which are reviewed by the top management. For comprehensive risk assessment and minimization procedures, the Company has "Risk Management Committee" which plans risk management, reviews, monitors and identify the risk on regular basis.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.

The Company has not received any significant or material orders passed by any regulatory authority, Court or Tribunal which shall impact the going concern status & Companys operations in future.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In order to enable the Independent Directors to perform their duties optimally, the Board has developed familiarization programme for the Independent Directors to familiarize them with the Company roles, rights, responsibilities in the Company, nature of the industry in which the Company operates ,business model of the Company, etc. They are periodically updated about the development which place in the Company. At the time of appointment of an Independent Director, the Company issues formal letter of appointment setting out in detail, the terms of appointment, duties, responsibilities, commitments etc. The familiarization program is available on the Companys www.sarveshwarfoods.com

DECLARATION REGARDING CODE OF CONDUCT:

Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by CFO and the Managing Director of the Company forms part of this Annual Report.

STATEMENT OF DEVIATION DISCLOSURE UNDER REGULATION 32(4):

Your Company made Preferential Allotment of Fully Convertible warrants on 25th July, 2024 and Warrants are subject to conversion on receipts of Remaining Amount during Financial year 2025-26.

There is no Deviation or Variation in the utilization of funds raised through preferential issue of Fully Convertible Warrants.

DISCLOSURE UNDER REGULATION 32 (7A) OF SEBI (LODR) REGULATIONS 2018:

During the financial year 2024-25, the Company came up with fully convertible warrants allotted at a price of Rs. 9.70/- per warrant. The Company received Rs 24.73 cr being Upfront payment of 25% against the Warrants. Post receipt of 25% of the Consideration, Warrants were allotted, the Warrants are subject to conversion on receipt of Remaining Amount during Financial year 2025-26. The funds so raised on allotment of fully convertible warrants were fully utilized for (a) working capital requirements (b) capital expenditure(c) any other cost incurred towards the objects of the Company(d) financing of business opportunities, strategic initiatives;

(e) general corporate purpose; and(f) issue related expenses thus for the purpose for which these were raised and in accordance with the objectives of the said preferential issue stated in the explanatory statement to the notice of Extra Ordinary General Meeting dated March 2024 and there had been no deviation or variation in the use of the proceeds/funds so raised.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

According to Section 134 (5)(e) of the Companies Act. 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to 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 information.

The Company has a well placed internal financial control system which ensures all the assets are safeguarded and protected and that the transactions are authorised recorded and reported correctly. The Companys internal financial control system also comprises due compliances with Companys policies and Standard Operating Procedures (SOPs) and audit and compliance by Internal Auditors.

DEPOSITS:

The Company has neither accepted nor renewed any deposits falling under Chapter V of Companies Act. 2015.

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

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

COMPLIANCE WITH THE SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS AND INDIAN ACCOUNTING STANDARDS.

During the Financial Year 2024-2025, the Company has complied with all the applicable Secretarial Standards as recommended by the Institute of Company Secretaries of India. The Company has also complied with all relevant Indian Accounting Standards referred in Section 155 of the Companies Act, 2015 read with Companies (Indian Accounting Standards) Rules, 2015 while preparing the financial statements.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report prepared in accordance of Regulation 54(2)(e) of Listing Regulations forms part of this Annual Report for the year ended 51st March, 2025.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has Whistle Blower Policy/ Vigil Mechanism as required under Companies Act. 2015 and as per Listing Obligations and Disclosures Requirements Region Formulated by Securities and Exchange Board of India (SEBI) The Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management, concerns unethical behavior, actual or suspected fraud or violation of the Code of Conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The said policy may be referred to at the Companys website at: www.sarveshwarfoods.com

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment Women at Workplace (Prevention, Prohibition and Redressal) Act, 2015 has been notified on December, 2015. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and set up Committee for implementation of said policy. During the year, the Company has not received complaint of harassment.

(a) number of complaints of sexual harassment received in the year; - NIL

(b) number of complaints disposed off during the year - NA

(c) number of cases pending for more than ninety days - NA

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS OUTGO:

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

A. CONSERVATION OF ENERGY

(a) Energy Conservation Measures Taken:

The company continued to give major emphasis for Conservation of Energy, and the measures taken in previous year were continued. The efficiency of Energy utilization is being monitored at every Quarter, order to achieve effective Conservation of Energy. The significant energy conservation during the year was:

Particulars	2024-2025	2023-2024
Through Electricity purchases	-	-
UNITS	5,73,880	5,52,831
Total Amount (Rs.)	3845129.35	2985292.34
Through Diesel	-	-
Total Amount (Rs.)( Per unit)	6.70	5.4

(b) Additional Investments and proposals, if any, being implemented for reduction of consumption of energy: NIL

(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: Energy conservation measures have helped the Company to drive towards cost reduction substantially.

LIGHTING:

As part of the Companys energy conservation initiatives, conventional lighting systems- including incandescent lamps, halogen street lights, and HPSV fixtures-were systematically replaced with energy-efficient LED light fixtures across various locations during the year.

LED technology, known for its superior energy efficiency and durability, consumes up to 60% less power than traditional lighting solutions. This transition has significantly contributed to the reduction of overall power consumption and has also lowered maintenance costs due to the extended lifespan of LED fixtures.

(B) Technology. Absorption. Adaption and Innovation:

In todays rapidly evolving industrial landscape, technological innovation has become a cornerstone for operational efficiency and sustainable growth. Recognizing this, our organization has consistently embraced advanced solutions to modernize operations, optimize resource utilization, and enhance productivity.

Over time, significant progress has been made in improving material handling processes, with a strong focus on reducing manual intervention. A state-of-the-art automated conveying system has been installed, along with the strategic deployment of forklifts and other mechanized equipment to streamline in-plant material movement, resulting in increased operational safety and efficiency.

As part of our energy optimization initiatives, conventional drive systems have been systematically replaced with Variable Frequency Drives (VFDs) and intelligent automation controls. This shift not only contributes to substantial energy savings, but also reduces equipment breakdowns, improves process stability, and supports long-term cost control.

In line with industry best practices, we have also upgraded critical processing equipment such as Color Sorters, which play a vital role in the rice milling process. Outdated, low- capacity machines have been replaced with next-generation, high-throughput color sorting systems, leading to a measurable reduction in product rejection rates, improved quality output, and enhanced plant capacity utilization.

The Company strongly believes that sustainable process improvement is driven by empowered and skilled employees. To cultivate a high-performance culture, we have launched a structured Manufacturing Excellence and Continuous Improvement Program. This initiative is aligned with global standards and focuses on:

• 5S Implementation for workplace organization

• Preventive & Predictive Maintenance Practices

• Reliability Engineering Metrics such as MTTR (Mean Time to Repair) and MTBF (Mean Time Between Failures)

• Root Cause Analysis (RCA) for failure prevention

• Digital Dashboards for performance monitoring and data-driven decision making

These initiatives collectively aim to foster innovation, minimize waste, and build resilience in our operations - enabling us to remain agile and competitive in a dynamic market environment.

(C) Foreign exchange earnings and Outgo:

During the year, the total foreign exchange earnings and foreign exchange outgo are as mentioned below:

Particulars	2024-2025	2023-2024
	(Rs. In Lakhs)	(Rs. In Lakhs)
Foreign Exchange earnings	7489.67	4622.37
Foreign Exchange outgo	2199.65	100

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, You Company thrust is on the promotion of talent internally through job rotation and job enlargement. The Company maintains healthy, cordial and harmonious industrial relation at all levels. The enthusiasm amongst employees has enabled the Company to remain at a leadership position in the industry.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 154(5)(C) of the Companies Act. 2015, the Directors based on the representations receive from the operating management and after due inquiry confirm that

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

b) The directors had selected such accounting policies and applied them consistently and made Judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis: and

(e) The directors, had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

In accordance with the applicable provisions of the Companies Act, 2015, the company has no dividend which remains unpaid/unclaimed for a period of seven years from the date of transfer to unpaid dividend account which is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

DETAILS OF DIFFERENCE IN VALUATION

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

ACKNOWLEDGEMENTS

Your Director places on record their gratitude to all stakeholders for their assistance, cooperation and encouragement. Your Director also wishes to place on record their sincere thanks to all investor, vendor, and employees for their outstanding performance.

Date: 01/09/2025
Place: Jammu
For and on behalf of Board of Directors
anil kumar
managing director
DIN: 07417538	seema rani
	whole time director
	DIN: 08385581