Sarvottam Finvest Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 46 th Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March, 2025.

FINANCIAL HIGHLIGHTS Rs. In Lakhs

Particulars	31 st March, 2025	31 st March, 2024
Revenue from Operations	163.46	1 82.55
Profit /(Loss) before tax	(54.10)	48.93
Less: Tax Expense (Current & Deferred)	4.84	1.78
Profit /(Loss) for the year	(58.94)	47.15
Other Comprehensive Income for the year, net of tax	0.00	0.00
Total Comprehensive Income for the year	(58.94)	47.15

DIVIDEND

With a view to conserve resources for growth of Company, the Board recommends no dividend for the year ended 31st March, 2025.

TRANSFER TO RESERVE

The Company did not transfer any amount to General Reserve during the year.

PUBLIC DEPOSITS

The Company is registered with Reserve Bank of India as a Non Deposit taking Non Banking Financial Company. The Company has neither invited nor accepted/renewed any deposits from the public within the meaning of Chapter V of Companies Act, 2013 or extant regulations of the Reserve Bank of India during the year under review.

CAPITAL STRUCTURE

During the year, there has been no change in the capital base of the Company, which comprises of 7500000 Equity Shares of Rs.10/- each.

STATE OF AFFAIRS

The company is in the nature of business of non-banking finance company. There has been no change in the nature of business of the Company during the year.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

There has been no significant and/or material order(s) passed by any Regulators/Courts/Tribunals impacting the going concern status of the Companys operations in future.

CHANGE IN DIRECTORSHIP

In terms of Section 152 of the Companies Act, 2013, Mr. Manoj Sethia (DIN:00585491), retires by rotation from the Board of Directors of the Company at the ensuing Annual General Meeting and being eligible, has offered himself for re appointment.

Based on Recommendation of Nomination and Remuneration Committee and the Board of Directors of the Company, Mr. Nagar Mal Agrawal (DIN: 00486030) appointed as an Additional Independent Director of the company with effect from 26.08.2025 will hold office upto ensuing Annual General Meeting of the company. The Company has received a notice in accordance with the provisions of Section 160 of the Act proposing the candidature of Mr. Nagar Mal Agrawal for the office of a Director. The Board recommends appointment of Mr. Nagar Mal Agarwal as Independent Director.

Additional information pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of Director seeking re appointment is given in the Notice convening Annual General Meeting Notice of the Company. None of the Directors of the Company is disqualified for being appointed as a Director, under section 164(2) of the Companies Act, 2013.

Mr. Rajesh Shah (DIN: 06746791) has completed his tenure of 2 nd term as an Independent Director of the Company in 45 th Annual General Meeting the company. The Board place on record their appreciation for contribution and services rendered by him during his tenure as an Independent Director.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director of the Company under section 149(7) of Companies Act, 2013 that they meet the criteria of Independence as laid down under the provisions of sub section (6) of section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

There are no Subsidiaries, Joint Ventures and Associate Company during the financial year 2024 25 under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that: a) In the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any; b) That such accounting policies have been selected as mentioned in the Notes to Financial Statements 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 as on 31st March, 2025 and of the loss of the Company for the year ended on that date; c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of Company and for preventing and detecting fraud and other irregularities; d) that annual accounts have been prepared for the financial year ended 31st March, 2025 on going concern basis; e) that proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f) that proper system have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS AND AUDIT REPORT

M/s. J. Gupta & Co LLP (FRN: 3140100E/E300029) and LLP No.AAM-2652), Chartered Accountants, Statutory Auditors of the Company, were appointed to hold office till the conclusion of the 48 th Annual General Meeting to be held in calendar year 2027.

The Audit Report to the members for the year ended 31.03.2025 under review is unmodified. The observations made by the auditors in the Auditors Report are self explanatory and do not contain any qualification or any adverse remarks and, therefore need no further clarifications or any further explanations as required under sub section (3) of section 134 of Companies Act, 2013.

M/s. J. Gupta & Co LLP (FRN: 3140100E/E300029) and LLP No.AAM-2652), Chartered Accountants, Statutory Auditors have a communicated their unwillingness to continue to act as statutory auditor of the Company due to other pre-occupations and Company has received the resignation letter from the statutory auditors with, no other material reasons. The Company hasaccepted and approved resignation of statutory auditors in the Board meeting with effect from 30.06.2025.

Pursuant to the provision of Section 139, 141 and 142 and other applicable provisions of the Companies Act, 2013 if any, read with Companies (Audit & Auditors) Rules, 2014, including any statutory enactment or modification thereof, M/s. D. C. Dharewa & Co.,(FRN:322617E), Chartered Accountants, appointed as the Statutory Auditors of the Company in the Board meeting of the company held on 30.06.2025 up to ensuing 46th Annual General Meeting of the Company due to casual vacancy arise of resignation of J Gupta & Co LLP and subject to approval of Members appointment for a term of 3 (three) consecutive years as Statutory Auditors of the company to hold office from the conclusion of this 46th Annual General Meeting till the conclusion of 49th Annual General Meeting of the company to be held on the calendar year 2028.

SECRETARIAL AUDITOR

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations and in accordance with Section 204 of the Act, basis recommendation of the Board, the Company is required to appoint Secretarial Auditor, with the approval of the Members at its AGM. In light of the aforesaid, the Board of the Company has recommended the appointment of Mrs. Khusboo Jain, a Practicing Company Secretary (Membership No.25628, C.P. No.16451) as the Secretarial Auditor of the Company for a period of 5 (five) consecutive financial years, i.e.; from FY2025-26 up to FY2029-30, subject to approval of the Members at the ensuing AGM of the Company, to undertake secretarial audit as required under the Act and SEBI Listing Regulations and issue the necessary secretarial audit report for the aforesaid period.

Mrs. Khusboo Jain, have confirmed that their appointment, if made, will comply with the eligibility criteria in terms of SEBI Listing Regulations. Further, the Secretarial Auditor has confirmed that they have subjected themselves to Peer Review process by the Institute of Company Secretaries of India ("ICSI") and hold valid certificate issued by the Peer Review Board of ICSI.

SECRETARIAL AUDIT

In compliances with provisions of Section 204 and other applicable provisions of Companies Act 2013 and Regulation 24A of SEBI LODR, 2015, a Secretarial Audit was conducted during the year by practicing company secretary Mr. Rajesh Ghorawat (CP No. 20897). The Secretarial Auditors Report for the financial year ended 31st March, 2025 is attached as Annexure-A and form part of this report. There are no qualifications or observations or remarks made by the practicing company secretary in their Audit Report.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company complies with all applicable Secretarial Standard issued by ICSI.

FRAUD REPORTING

There was no fraud reported by Auditors of the Company under Section 143 (12) of the Companies Act, 2013, to the Audit Committee or Board of Directors during the year under review.

COST RECORDS

As per section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is not required to maintain cost records.

BOARDS COMMENT ON THE 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.

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

DIFFERENCE IN VALUATION:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence 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.

MEETINGS OF THE BOARD

Eight meetings of the Board of Directors were held during the year. The details of various Board Meetings are provided in the Corporate Governance Report of this Annual Report.

REPORT CORPORATE GOVERNANCE

Transparency is the cornerstone of your Companys philosophy and all requirements of Corporate Governance are adhered to both in letter and spirit. All the Committees of the Board of Directors meets at regular intervals as required in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Board of Directors has taken all the necessary steps to ensure compliances with all statutory requirements. The Directors and Key Managerial Personnel of your Company have complied with the approved code of conduct for the Board and Senior Management.

The Report on Corporate Governance as required under regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as a separate section forming part of the Annual Report. The Auditors Certificate on compliance with Corporate Governance Requirements is also attached to this report.

THE BUSINESS RESPONSIBILTY REPORT (BRR)

Preparation of Business Responsibility Report is not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provision of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the management discussion and analysis report for the year is presented, in a separate section forming part of the Annual Report.

LISTED WITH STOCK EXCHANGES

The Companys share continues to remain listed with BSE Ltd. and The Calcutta Stock Exchange Ltd. The Company has paid the annual listing fees for the year 2025 26 to both the Stock Exchanges.

MATERIALS CHANGES AND COMMITMENTS

No material changes and commitments have occurred after the close of the financial year 2024 25 till the date of thisReport, which affect the financial position of the Company.

INTERNAL FINANCIAL CONTROL

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including 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 disclosure.

MANAGERIAL REMUNERATION

In terms of the provision of Section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 or amendment thereof, if any, in respect of the managerial personnel of the company is attached here as

Annexure-B .

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There are no employees who are in receipt of remuneration in excess of the limit specified under section 134(3)(q) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY

The particulars of loans, guarantees, security and investments as per Section 186 of the Act by the Company, as applicable, have been disclosed in the financial statements .

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

Your Company does not have any activity requiring conservation of energy or technology absorption and there was no foreign exchange earnings and/or foreign exchange outgo.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were at arms length basis and were in the ordinary course of business. Details of materially significant related party transactions are the transactions of a material nature between the Company and the Promoters, Management, Directors or their relatives etc. and as required in part A(2A) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the transactions of the company with the promoter/promoter group which hold(s) 10% or more shareholding in the company are disclosed in Note No. 38 of the Financial Statements in compliance with the Ind-AS Accounting Standard relating to "Related Party Disclosures." However, there are no materially significant related party transactions during the financial year made by the Company, thus, disclosure in Form AOC-2 is not required.

There are no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which may have a potential conflict with the interest of the Company.

EXTRACT OF ANNUAL RETURN

The copy of annual return of the Company has been placed on the website of the Company and can be accessed at www.sarvottamfinvest.in .

RISK MANAGEMENT POLICY

As required under provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a well documented and robust risk management framework.

The Audit Committee of the Board of Directors reviews the Risk Management Strategy of the Company to ensure effectiveness of the Risk Management policy and procedures. Board of Directors of the Company is regularly apprised on the key risk assessment areas and a mitigation mechanism is recommended.

During the year, the Board has reviewed the risk assessment and a risk minimization procedure commensurate to the risks has been adopted and is in place.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall in the category of Companies to which section 135(1) of Companies Act, 2013 is applicable. Hence Corporate Social Responsibility requirements are not applicable to Company.

VIGIL MECHANISM

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/ Whistle Blower Policy. The policy is available at Companys website.

PERFORMANCE EVALUATION

The Nomination and Remuneration Committee (NRC) and the Board have laid down the manner in which formal annual evaluation of the performance of the Board, its committees and individual directors is required to be carried out. It includes circulation of evaluation forms separately for evaluation of the Board and its Committees, Independent Directors/ Non-Executive Directors/ Executive Directors/Managing Director and Chief Executive Officer and Chairman of the Board, as applicable .

During the year under review, the aforesaid annual performance evaluation was conducted. The results of the evaluation were sent to the Chairman of the NRC, after which necessary feedback was provided to the NRC/ Board. This process ensured that the evaluation process was carried out in a confidential manner and independent feedback was obtained on the performance. The process of the annual performance evaluation broadly comprises:

a) Board and Committee Evaluation:

Evaluation of Board as a whole and the Committees is done by the individual Directors/members, followed by submission of collation to NRC and feedback to the Board by the NRC post discussion.

b) Independent / Non-Executive Directors Evaluation:

Evaluation done by Board members excluding the Director being evaluated is received and individual feedback is provided to each Director as per the policy for performance evaluation of the Board/its Committees/Directors.

c) Chairperson / Managing Director and Chief Executive Officer Evaluation:

Evaluation as done by the individual directors is submitted to the Chairperson of the NRC and Chairperson of the NRC presents the feedback at the NRC meeting and subsequently at the Board meeting.

RBI GUIDELINES AND REGISTRATION

The Company continues to comply with all the requirements prescribed by the Reserve Bank of India from time to time.

The Company is Non-Banking Finance Company registered with Reserve Bank of India bearing registration no. B.05.01047.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013, AND COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under this policy.

During the year under review, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Detailed Reporting on Sexual Harassment Complaints: Under the section pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, companies must now provide specific data, including:

Under the section pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, we disclose the following data:

1. The number of sexual harassment complaints received during the year. - NIL 2. The number of such complaints disposed of during the year. - NIL 3. The number of cases pending for a period exceeding ninety days. - NIL

The provisions of the Maternity Benefit Act, 1961 were not applicable to the company for any of the emplo yees during the year.

APPRECIATION

Your Directors wish to place on record their appreciation for continued guidance and co operation received from the various stakeholders including financial institutions and banks, regulators, government authorities and other business associates, who have extended their valuable support and encouragement during the year under review. The Directors thank the Companys employees, customers, vendors, investors and academic partners for their continuous support.

The Directors appreciate and value the contribution made by every member of the Company.

	For and on behalf of the Board
	Manoj Sethia
Place: Kolkata	Chairman
Date: 26 th August, 2025	DIN: 00585491