SVA India Ltd Directors Report

To the Members,

Your Directors take pleasure in presenting their 43^rd Annual Report on the business and operations of your Company together with the Audited Statement of Accounts, for the year ended March 31, 2024.

Financial Highlights

Summary of the Companys financial performance for the F.Y. 2023 -2024 and 2022 -2023 is given below:

Standalone (Lakhs) Consolidated (Lakhs)

Particulars	2023-2024	F.Y. 2022-2023	2023-2024	F.Y. 2022-2023
Total Revenue	2600.00	389.12	2600.00	389.12
Profit / Loss before	(9.03)	(114.51)	(9.03)	(114.51)
Exceptional items
Profit / Loss before tax	(9.03)	(114.51)	(9.03)	(114.51)
Provision for Tax	0	0.00	0	0.00
Current Tax	0	0.00	0	0.00
Income Tax adjusted for earlier year	0	0.00	0	0.00
Deferred Tax	0.42	(1.44)	0.42	(1.44)
Profit / Loss after tax	(9.45)	(113.07)	(9.45)	(113.07)
Add: Surplus brought forward from previous year	0	0.00	0	0.00
Add: Comprehensive Income	0	0.00	0	0.00
Other Deferred Tax	0	0.00	0	0.00
Amount available for appropriation	(9.45)	(113.07)	(9.45)	(113.07)
Dividend (including tax)	0	0.00	0	0.00
Balance carried forward	(9.45)	(113.07)	(9.45)	(113.07)
EPS	(0.29)	(3.42)	(0.29)	(3.42)

Performance Review

The Total Turnover of the Company has increased from 389.12/- Lakhs to 2600.00/- Lakhs and the Company has a net loss of . (9.45) Lakhs in the F.Y 2023-2024 as against Previous Year . (113.07) Lakhs. The Company has tied up with UCA Lanka Pvt Ltd as sole representatives for marketing their products worldwide. The Company has tied up with Basilur Tea Exports Pvt Ltd for marketing their products worldwide. The Company expects good prospects in coming year.

Human Resources

Your Directors acknowledge and appreciate the sincere and devoted services & contribution rendered by the highly committed officers placed at the various level of operation of the Company.

Buy-back / Sweat Equity / Bonus Shares

The Company has neither bought back its shares or has issued any sweat equity or Bonus shares during the year under review.

Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the Employees.

Dividend

In view of the planned business growth, your directors deem it proper to conserve the funds of the Company for its activities and therefore, have not recommended any dividend on equity shares for the Financial Year ended March 31, 2024.

Fixed Deposits

The Company has neither accepted nor renewed any fixed deposit during the year. There are no unclaimed deposits, unclaimed / unpaid interest or refund due to the deposit holders or to be deposited to the Investors Education and Protection Fund as on March 31, 2024

Particulars of Loans, Guarantees and Investment

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the

Companies Act, 2013 are given in the notes to the Financial Statements.

Subsidiary and Associate Companies

As on March 31, 2024, the Company has two Associate Companies (Joint Venture) viz., Aussee Oats Milling Pvt Ltd, Sri Lanka and Aussee Oats India Ltd, India. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of the Associates Companies in Form - AOC 1 is annexed to this report.

(i) Aussee Oats Milling (Private) Limited ("Aussee Oats"):- Aussee Oats operates a state-of- the-art "oats based" breakfast cereals manufacturing facility (EOU - Export Oriented Unit) in Sri Lanka through a Joint Venture initiative with SVA India Limited. The Company holds 50% ordinary share of Aussee Oats. Aussee Oats predominantly focuses on manufacturing and sale of wide range of oats such as flavoured oats, steel cut oats etc. The Company has ongoing Litigation with the joint venture partner- Future Consumer Limited.

(ii) Aussee Oats India Limited ("Aussee Oats India")*:- Aussee Oats India is engaged in the business of selling, importing, primarily oats and oats based products in India. SVA India Limited holds 50% minus one equity share of Aussee Oats India. The Company has ongoing Litigation with the joint venture partner.

The policy for determining Material Subsidiary may be accessed on the Companys website at http://svaindia.com/pdf/policies2.pdf

Arbitration: The Company is currently involved in arbitration with Future Consumer Limited to resolve ongoing disputes/Litigation between the two parties.

Return of One (1) Shares of AOI & AOM

SVA India Ltd issued letters requesting the transfer of one share from Future Consumer Limited (FCL) for Aussee Oats Millings Private Limited (AOM), and one share from FCL Tradevest Pvt Ltd. to Aussee Oats India Ltd (AOI).

Directors

In terms of the provisions of the Companies Act, 2013, Mrs. Rakhi Gupta, Director of the Company, is liable to retire by rotation and being eligible, has offered herself for re-appointment, as such. The Board recommends re-appointment of Mrs. Rakhi Gupta as a Director of the Company.

All the Independent Directors of your Company i.e., Mr. Arun Agrawal and Mr. Aadesh Jain have duly furnished the required declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.

During the year, in terms of the requirement of the Act, the Independent Directors held their separate meeting, wherein the performance of the Board and that of the Directors was evaluated in detail. In this very meeting itself, the independent directors thoroughly discussed the quantity, quality

& timeliness of the flow of information between the Companys management and the Board and arrived at a view that the same is adequate and sufficient to enable effective decision making of the Board.

During the period under review, there was appointment of Mr. Abhinav Gupta as a Whole-Time director and Resignation of Mr. Raghav Gupta as a Whole time Director w.e.f. 23.10.2023.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per section 2(51) and 203 of the Companies Act, 2013 are as follows:

1. Mr. Raghav Gupta Whole-time Director; Resigned w.e.f. 23.10.2023

2. Mr. Abhinav Gupta- Whole-time Director; Appointed w.e.f. 23.10.2023

3. Mrs. Rakhi Gupta- Non-Executive Director;

4. Mr. Aadesh Jain- Independent Director;

5. Mr. Arun Kumar Agarwal- Independent Director;

6. Mr. Vinod Gupta - Chief Financial Officer (Appointed on 25/08/2021); and

7. Mr. Bhaviika Jain-Company Secretary (Appointed 01.10.2022)

Performance Evaluation

In terms of the requirement prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the process for evaluation of the performance of the entire Board of Directors and that of its Committees and Individual Directors.

Policy on Directors Appointment, Remuneration and other details

The Companys policy on Directors appointment, remuneration and other matters provided in section 178(3) of the Act has been disclosed in the Corporate Governance Report.

Related Party Transactions

All the transactions entered into with related parties during the financial year under review, were in the ordinary course of business and on arms length basis.

The particulars of contracts and arrangements with aforesaid related parties, in form AOC- 2 is annexed to this report as Annexure A.

The Policy on related party transaction may be accessed on the Companys website at the link:

http://svaindia.com/pdf/policies5.pdf

Material Changes and Commitments

There were no material changes and commitments affecting the financial position of the Company.

Board and Committee Meetings

During the year under review, Seven (7) Meetings of the Board were convened and held. The Intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. The functioning of the Board is supplemented by various committees, which have been constituted from time to time, such as Audit Committee, Stakeholders Relationship Committee, Nomination & Remuneration Committee and Risk Management Committee. Each of the aforesaid committees has been constituted in order to ensure due to compliance with the applicable laws and to ensure the highest level of corporate governance. The minutes of the meetings of each of these Committees are duly placed before the Board for noting and confirmation.

Audit Committee

The Audit Committee consists of majority Independent Directors. It consists of Directors namely Mr. Arun Agarwal [Independent Director], Mr. Aadesh Jain [Independent Director] and Mr. Abhinav Gupta [Whole-time Director] as the members.

During the year, Six (6) meetings of the Audit Committee were held.

Auditors of the Company

Statutory Auditors

In terms of section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, at the Thirty Eighth Annual General Meeting of the Company, M/s Agrawal Jain & Gupta, and Chartered Accountants were appointed as the Statutory Auditor of the Company for a period of five (5) years. The Board of Directors of the Company at their meeting held on August 09, 2024, on the recommendations of the Audit Committee, inter alia considered and subject to the approval of the shareholders at the ensuing Annual General Meeting approved the appointment of M/s NBS & CO., Chartered Accountants (Firm Regs. 110100W) as the Statutory Auditors of the Company who shall hold office from the conclusion of ?ensuing 43^rd Annual General Meeting until the conclusion of the 46^th Annual General Meeting (period of 3 years) on such terms and conditions as determined by the Board from time and time.

Internal Auditors

M/s VKM & Associates, Practicing Company Secretaries are acting as the Internal Auditors of the Company. Your Directors recommend their re-appointment/appointment as such for the financial year 2024-2025 is pending and under review.

Auditors Report

The notes to the financial statements referred in the Auditors Report are self-explanatory and do not call for any further comments and clarification from the Board.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed CS Debasish Mukherjee, Practicing Company Secretaries (Membership no. A9680, COP- 5323) as Secretarial Auditors of the Company to conduct the Secretarial Audit for the financial year 2023-2024. The appointment of Secretarial Auditor for the financial year 2024-2025 is yet to appoint by Board of Directors. The Secretarial Audit Report is annexed to this report as Annexure B.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Energy

The operations of the Company do not consume high levels of energy. Adequate measures have been taken to conserve energy wherever feasible. Your Company uses latest technology and energy efficient equipments. As cost of energy forms a very small portion of the total cost.

Technology Absorption

The Company uses latest technology and equipment into the business. Further, the Company is not engaged in any manufacturing activities, most of the information as required under section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.

Foreign Exchange Earnings and Outgo

As the Company business has an agreement for purchase or sale is entered with any foreign parties. Hence, for the year under review, the Company has foreign exchange earnings or expenses.

Non applicability of Corporate Governance:-

The Company is having Paid-up share Capital of the Company Rs.3,30,26,000/- and Reserves Rs. 8,85,23,129/- as on 31.03.2024 and it is below paid-up capital of Rs. 10 Cr. and Networth below Rs.25 Cr. Hence as per SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15" Sept, 2014, compliance of Corporate Governance and ASCR is not applicable to the Company under SEBI (LODR) Regulations, 2015 is annexed to this report as Annexure C

Whistle Blower Policy / Vigil Mechanism

In accordance with Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Whistle Blower Policy

/ Vigil Mechanism to address the genuine concern, if any, of the Directors and employees. The details of the same have been given in the report on Corporate Governance and the policy can also be accessed on the Companys website at http://svaindia.com/pdf/policies6.pdf.

The Audit Committee periodically reviews the existence and functioning of the mechanism. It reviews the status of complaints received under this policy on a quarterly basis. The Committee has, in its report affirmed that no personnel have been denied access to Audit Committee.

Risk Management

The Company has a comprehensive Risk Management policy that envisages risk management framework and clearly sets out the objectives & elements of risk management within the organization, including the constitution of a Risk Management Committee and underlying mechanisms & processes to be used for identification, monitoring and reporting of various categories of risks.

Corporate Social Responsibility

The Company has not developed and implemented Corporate Social Responsibility initiatives as the said provisions are not applicable due to insufficient profit of the company.

Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Significant and Material orders passed by the Regulators, Courts or Tribunals

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 and Companys operations in future.

Managements discussion and Analysis Report

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Managements Discussion and Analysis Report, which forms part of this report as Annexure D.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report, which forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in the Annual Report, which forms part of this report as Annexure E.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. During the year none of the employee of the company is holding more than 2% of company shares and nor having salary of more than 60 lakhs a year.

Nomination and Remuneration Policy

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel is annexed to this report as Annexure F.

General

(1) The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

(2) The Whole-Time Director has not received any remuneration or commission from the Company, its holding.

(3) The Company is committed to uphold and maintain the dignity of woman employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year no such complaints were received.

(4) No fraud has been reported by the Auditors to the Audit Committee or the Board.

Directors Responsibility Statement

As per the requirement of sub-section

(5) of section 134 of the Companies Act, 2013, the Directors confirm that:

(i) In the preparation of the Annual Financial Statements for the year ended March 31, 2024, the applicable accounting standards have been followed and that there are no material departures;

(ii) The Directors have selected such accounting policies in consultation with the Statutory

Auditors and have 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 March 31, 2024 and of the profit and loss of the Company for the year under review;

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of

Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts of the Company on a going concern basis;

(v) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively; and

(vi) The Directors have laid down proper internal financial controls and that the same are adequate and were operating effectively.

Our People

Your Company is committed towards the creation of knowledge for the benefit of its stakeholders. It is our belief that the growth of an organization is largely dependent on the growth of the individuals. None of the employees of the Company was in receipt of remuneration in excess of the limits prescribed in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure under the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013 The Company has Policy on Prevention of Sexual harassment at Work Place and also constituted Internal Complaint Committee to investigate and complaint received on sexual harassment.

The Company has not received any complaints pertaining to sexual harassment during the financial year 2023-2024.

Acknowledgement

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities including Reserve Bank of India, Registrar of Companies, Bankers, Financial Institutions, Investors, Vendors, Customers, Shareholders and other business constituents.

Your Directors also wish to place on record their deep appreciation for the total commitment displayed by all the Executives, Officers and Staff and their continued co-operation throughout the year.

			For and On behalf of the Board
Date	:	August 09, 2024	(Rakhi Gupta)	(Abhinav Gupta)
Place :	Mumbai	Chairperson	Whole time Director
			DIN No. 08150291	DIN No. 02313375