Shivansh Finserve Ltd Directors Report

To,

The Members,

ShivanshFinserve Limited

(Formerly known as Mansarovar Financial Services Limited)

Your directors have pleasure in presenting the Boards Report of your Company together with the Audited Statement of Accounts and the Auditors Report of your company for the financial year ended, 31st March, 2025.

FINANCIALHIGHLIGHTS

(Rs.In Lacs)

Particulars	Standalone
Particulars	2024-2025	2023-2024
Gross Income	81.72	119.67
Profit Before Interest and Depreciation	44.53	39.68
Finance Charges	59.93	46.80
Gross Profit/ (loss)	-20.30	-11.90
Provision for Depreciation	2.45	2.39
Net Profit /(loss) Before Tax	-17.85	-9.51
Provision for Tax	-0.31	0.31
Net Profit / (loss) After Tax	-17.54	-9.82

DIVIDEND

Due to the loss to the company for the financial year 2024-25, the directors are not recommending any dividend.

AMOUNTSTRANSFERRED TO RESERVES

The Board of the company has decided to carry current year loss amount to its reserves.

CHANGESIN SHARECAPITAL

There has been no change in the Share Capital of the company.

INFORMATIONABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

M/s. Slopho Infotech Pvt Ltd is wholly owned subsidiary company of the Shivansh Finserve Limited. However, the company has approved the disinvestment of companys stake 99.5% equity stake /investment, comprising of 995000 equity shares held in its wholly owned subsidiary M/s. SLOPHO INFOTECH PRIVATE LIMITED in its board meeting held of 14.08.2024.

Hence, M/s. SLOPHO INFOTECH PRIVATE LIMITED is not a wholly owned subsidiary of Shivansh Finserve Limited for the year ended 31st March, 2025.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

FAMILIARIZATIONPROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company follows a well-structured induction programme for orientation and training of Directors at the time of their joining to provide them with an opportunity to familiarise themselves with the Company, its management, its operations and the industry in which the Company operates. At the time of appointing a director, a formal letter of appointment is given to him/her, which inter-alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the Compliance required from him/her under the Companies Act, 2013, the Listing Regulations and other relevant regulations and affirmation taken with respect to the same.

MATERIALCHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

ANNUALRETURN

The copy of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, is available on the website of the company. And the URL of the website is www.shivanshfinserve.com

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2024-25, the Company held Nine board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 were adhered to while considering the time gap between two meetings.

Sr.No.	Date of Meeting	Board Strength	No. of Directors Present
1	08/04/2024	3	3
2	30/05/2024	3	3
3	18/06/2024	3	3
4	19/06/2024	3	3
5	14/08/2024	3	3
6	30/08/2024	3	3
7	14/11/2024	3	3
8	14/02/2025	3	3
9	07/03/2025	3	3

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms 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, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(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.

AUDITORSand REPORT thereon

M/s H S K & CO. LLP Chartered Accountants, is continued as the Statutory Auditor of the company.

There are no qualifications or adverse remarks in the Auditors Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

Further the Auditors Report for the financial year ended, 31st March, 2025 is annexed herewith for your kind perusal and information.

LOANS, GUARANTEES AND INVESTMENTS

The Company has provided Loans; however, the Company has not made any investment and has not given any Guarantee under section 186 of the Companies Act, 2013 for the financial year ended 31st March 2024 and has complied with the provisions of the Section 186.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business, if any. There are no materially significant related party transactions made by the Company. And all the transactions were in compliance of Section 188 of the Companies Act, 2013

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

(B) Foreign exchange earnings and Outgo

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

RISKMANAGEMENT

The Company does not have any Risk Management Policy as the element of risk threatening the Companys existence is very minimal.

DIRECTORS and KMP

During the current financial year, following changes occurred in the constitution of Board of Directors of the company:

Sr No	Name	Designation	Date of Appointment	Date of Cessation
1	AKSHAY NARENDRA SHAH (DIN: 06592031)	Non-Executive & Independent Director	-	08/04/2024

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATESOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

RATIO OF REMUNERATION TO EACHDIRECTOR

The Company has paid remuneration to the directors as per below:

Sr. No.	Name of Director	Amt. paid in year 2024 2025 (Amt. in lacs)
1.	Mr. Jignesh S. Shah	6.50

ANNUALEVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the

Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

INDEPENDENTDIRECTORS and DECLARATION

The Board of Directors of the Company hereby confirms that all the independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

NOMINATIONAND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act, 2013 the Companys Nomination and Remuneration Committee comprises of three Non-executive Directors. The table sets out the composition of the Committee:

Name ofthe Director	Position held in the Committee	Category of the	Director
Mr. Akshay Shah*	Chairman	Non-Executive Director	Independent
Ms. Pina shah	Member	Non-Executive Director	Independent
Mr. Nehal Shah	Member	Non-Executive Director	Independent

*Note: Akshay Shah has resigned from the post of Independent Director with effect from 08th April, 2024.

Termsof Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

a. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. 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:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time.

8. Any other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under.

The nomination committee has fulfilling the criteria of composition of the committee.

REMUNERATION POLICY

Remunerationto Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting, subject to the subsequent approval of the shareholders at the General Meeting and such other authorities, as may be required. The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company.

Remunerationto Non -Executive Directors:

The Non-Executive Directors are paid remuneration by way of Sitting Fees and Commission. The Non-Executive Directors are paid sitting fees for each meeting of the Board and Committee of Directors attended by them.

AUDIT COMMITTEE

According to Section 177 of the Companies Act, 2013 the companys Audit Committee comprised of three directors. The board has accepted the recommendations of the Audit Committee. The table sets out the composition of the Committee:

Name ofthe Director	Position held in the Committee	Category of the	Director
Mr. Akshay Shah*	Chairman	Non-Executive Director	Independent
Mr. Jignesh shah	Member	Executive Director
Mr. Nehal Shah	Member	Non-Executive Director	Independent

*Note: Akshay Shah has resigned from the post of Independent Director with effect from 08th April, 2024.

SECRETARIALAUDIT REPORT

There are some qualifications or adverse remarks in the Secretarial Audit Report which require clarification/ explanation:

1) Company is unable to find the suitable person for the designation of Internal auditor and ensure that company will appoint soon and comply with the same.

2) Company is in process to find the suitable person for the position of non-executive director of the company and company will assure to comply with the same as soon as possible.

Further the Secretarial Audit Report as provided by Khushbu Trivedi & Associates,

Practicing Company Secretary for the financial year ended, 31st March, 2025 is annexed herewith for your kind perusal and information.

COST AUDIT

The Cost Audit is not applicable to the company.

VIGILMECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per SEBI (LODR), Regulations, 2015 the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company.

COMPLIANCE OF SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with all the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION AND REDRESSEL)ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.

During the year under review, no complaints with allegations of sexual harassment were received by the Company. The statement in respect of compliant received and disposed is as below;

Sr No	Particulars	Details
1	Number of complaints of sexual harassment received in the year;	Nil
2	Number of complaints disposed off during the year; and	Nil
3	Number of cases pending for more than ninety days	Nil

DETAILSOF ADEQUACY OF INTERNAL FINANCIALCONTROLS

Your company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations.

MANAGEMENT DISCUSSIONAND ANALYSIS REPORT

The management discussion and analysis report as required has been attached and forms part of this report.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUSAS AT THE END OF THEFINANCIAL YEAR:

This clause is not applicable to the company as there is no application or proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year 2024-25.

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:

This clause is not applicable to the company during the year 2024-25.

A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE TO THE PROVISIONSRELATING TO THE MATERNITY BENEFITSACT, 1961:

This clause is not applicable to the company during the year 2024-25.

ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

		FOR & ON BEHALF OF THE
		BOARD OF DIRECTORS
Date: 28.08.2025
Place: Ahmedabad
	Sd/-	Sd/-
	JIGNESHSHAH	NEHALKUMARSHAH
	DIN:02112343	DIN:07869702
	Whole time Director	Director