SVA India Ltd Directors Report

To the Members,

Your Directors take pleasure in presenting their 44th Annual Report on the business and operations of your Company together with the Audited Statement of Accounts, for the year ended March 31, 2025.

Financial Highlights

Summary of the Companys financial performance for the F.Y. 2024-2025 and 2023-2024 is given below:

Standalone (Rs. in Lakhs) Consolidated (Rs. in Lakhs)

	2024-2025	2023-2024	2024-2025	2023-2024
Total Revenue	223.72	260.00	223.72	260.00
Profit / Loss before Exceptional items	84.61	(9.03)	84.61	(9.03)
Profit / Loss before tax	84.61	(9.03)	84.61	(9.03)
Provision for Tax	0.00	0	0	0
Current Tax	21.15	0	21	0
Income Tax adjusted for earlier year	0.00	0	0	0
Deferred Tax	0.77	0.42	0.77	0.42
Profit / (Loss) after tax	62.69	(9.45)	62.69	(9.45)
Add: Surplus brought forward from previous year	0	0	0	0
Add: share of Profit /(Loss) of Associates and Joint Ventures	0	0	96.65	288.17
Other Deferred Tax	0	0	0	0
Amount available for appropriation	62.69	(9.45)	159.34	278.72
Dividend (including tax)	0	0	0	0
Balance carried forward	62.69	(9.45)	159.34	278.72
EPS	1.90	(0.29)	4.82	8.44

Performance Review:

The Total Turnover of the Company has Decreased from Rs. 260.00/- Lakhs to Rs. 223.72/- Lakhs and the Company has a net profit of Rs. .62.69 Lakhs in the F.Y 2024-2025 as against loss of Previous Year Rs. (9.45) Lakhs.

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, 2025.

Fixed Deposits

The Company has neither accepted nor renewed any fixed deposits 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, 2025

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.

Material Changes and Commitments, If Any, Affecting the Financial Position of The Company Occurred Between the End of the Financial Year to Which These Financial Statements Relate and the Date of the Report:

No material changes and commitments affecting the financial position of the Company occurred during the Financial Year 2024-25, till the date of this report.

Change in the nature of business, if any:

There was no change in the business of the Company during the year.

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, 2025, 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, 2025 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.

Business responsibility and sustainability report:

As the company is not falling under the Top-1000 listed entities, based on market capitalization, as at 31/03/2025, the provisions of regulation 34(2)(f) of the Listing Regulations pertaining to the Business Responsibility and Sustainability Report (BRSR), are not applicable.

Subsidiary and Associate Companies

As on March 31, 2025, 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 equity shares 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 its 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 its 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.

Proceedings pending under insolvency and bankruptcy code, 2016:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable. However, the joint venture Aussee Oats India Received and case won by the Company.

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 (DIN No. 08150291), Director of the Company, is liable to retire by rotation and being eligible, has offered himself for reappointment, as such. The Board recommends re-appointment of Mrs. Rakhi Gupta as Director of the Company.

All the Independent Directors of your Company, i.e., Mr. Ajay Puranik and Mr. Sanjay Damani appointed and 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 an appointment of Mr. Ajay Puranik (DIN-00784606) and Mr. Sanjay Damani (DIN-03078104) as a independent directors of the company w.e.f. 01.04.2025. There was cessation of Mr. Arunkumar Agarwal (DIN-01025664) and Mr. Aadesh Jain (DIN- 07221797) as an Independent Director of the Company due to completion of Tenure w.e.f. 31.03.2025.

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. Abhinav Gupta- Whole-time Director;

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

3. Mr. Vinod Gupta - Chief Financial Officer; and

4. Mr. Bhaviika Jain-Company Secretary (Resigned 29.07.2025)

Performance Evaluation

In terms of the requirements 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, Five (5) Meetings of the Board were convened and held:

17.05.2024, 09.08.2024,13.11.2024,12.02.2025 and 26.03.2025

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. Sanjay Damani [Independent Director], Mr. Ajay Puranik [Independent Director] and Mr. Rakhi Gupta [Non-Executive Director] as the members. The Audit Committee is re-constituted during the year due to change in Board of Directors.

During the year, Five (5) meetings of the Audit Committee were held.

NRC Committee

The NRC Committee consists of majority Independent Directors. It consists of Directors namely Mr. Sanjay Damani [Independent Director], Mr. Ajay Puranik [Independent Director] and Mr. Rakhi Gupta [Non-Executive Director] as the members. The NRC Committee is re-constituted during the year due to change in Board of Directors

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, 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 43rd Annual General Meeting until the conclusion of the 46th 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 Agarwal Pinky & Co., Practicing Chartered Accountant are acting as the Internal Auditors of the Company. Your Directors recommend their appointment as such for the financial year 2025-2026.

Annual Return:

The Draft of Annual return of the Company for the year ended 31.03.2025 in the prescribed format will place on the website of the Company after AGM .

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.

Qualifications

Standalone Financial:

1. The company has not complied with the provisions of IND AS- 19 for Employee benefit Management View: In view of the above we dont have post-employment and gratuity plan. The

Company is committed to achieving full compliance with Ind AS 19 from the next financial year. Further said provision was not having any material impact the financial statements. We have less than 10 employees. They have chosen gross salary.

The detailed impact of Audit qualification also available BSE ltd and Company website.

Consolidated Financial:

1. The Company has not complied the provisions of IND AS- 19 for Employee benefit19 for Employee benefit

Management View: In view of the above we dont have post-employment and gratuity plan. The

Company is committed to achieving full compliance with Ind AS 19 from the next financial year. Further said provision was not having any material impact the financial statements. We have less than 10 employees. They have chosen gross salary.

The detailed impact of Audit qualification also available BSE ltd and Company website.

2. The Statement includes the Groups share of net profit after tax of Rs. 161.27 lakhs and Rs. (64.62) (loss) and Groups share of total comprehensive income of Rs161.27 lakhs and Rs. (64.62) (loss) for the quarter and year ended March 31, 2025, respectively, as considered in the Statement before consolidation adjustments, in respect of two associates i.e. Aussee Oats India Ltd and Aussee Oats Milling Private Ltd whose financial results were unaudited. These financial results have been unaudited presented to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these associates, is based solely on the statements provided by the management and procedures performed by us as described in the Auditors Responsibilities for the Audit of the Consolidated Financial Results section of our report. The consolidated financial results include the results for the quarter ended March 31, 2025 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year which were subject to limited review by us.

Management View: Due to the ongoing litigation with the JV partner for resolution of certain matters regarding the operation of the JV, due to which the Group was unable to obtain Audited financials and other information from Aussee Oats Millings Private Limited,(Sri Lanka incorporated) and However, in case of Aussee Oats India Limited, the audit was not completed due to Technical Grounds.

The detailed impact of Audit qualification also available BSE ltd and Company website.

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 2024-2025. The appointment of Secretarial Auditor for the financial year 2025-2026 to 2029-30 appointed by Board of Directors subject to shareholder approval in this AGM. The Secretarial Audit Report is annexed to this report as Annexure B.

Comments on remarks/observation/qualification made by Secretarial Auditors:

Mr. CS Debasis, Company Secretary in Practice, in his Secretarial Audit Report for financial year 2024-25 have drawn the attention of the management on some the non-compliances, which have been marked as qualification in his report. In connection with the same management, give the explanation for the same as follows:

1. During the year under review, the Standalone & Consolidated financial results filed by the company for the year ended 31st March, 2025 did not contain the Impact of Audit qualification Statement (Standalone & Consolidated) for the year ended 31.03.2025. However, the Company has paid the SOP fine and has also submitted the Impact of Audit qualification Statement (Standalone & Consolidated) for the year ended 31.03.2025 on 30th July, 2025 with the BSE Ltd.

2. The Company has yet not filed Annual Performance Report (APR) for the year ended 31.03.2024 under FEMA compliance due to legal disputes between Joint venture Parties.

3. The Auditors not given their opinion on Consolidated financial statements for the year ended 31st March, 2025 due to non-availability of Audited Financial statements of groups two associates.

Management View:

As explained the management, due to the ongoing litigation with the JV partner for resolution of certain matters regarding the operation of the JV, due to which the Group was unable to obtain Audited financials and other information from Aussee Oats Millings Private Limited,(Sri Lanka incorporated) and However, in case of Aussee Oats India Limited, the audit was not completed due to Technical Grounds. Therefore, the matter is subjudice to point No. 1,2 and 3 arise.

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

The Company has following foreign exchange earnings and outgo during the year under review:

1. Foreign Exchange earned: Rs. 147.10/- (in lacs)

2. Foreign Exchange outgo: Rs. 0

Listing of Shares:

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2025-26.

Meeting of Independent directors:

The meeting of Independent Directors was scheduled on 24th March, 2025. All the Independent Directors were present in the meeting.

Non-applicability of Corporate Governance:-

The Company is having Paid-up share Capital of the Company Rs.3,30,26,000/- and Reserves Rs. 6,18,68,358/- as on 31.03.2025 and it is below paid-up capital of Rs. 10 Cr. and Net worth 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

CEO and CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 have been appended to this report.

Postal ballot:

The Company has conducted 1 (One) Postal Ballot during the period under review. The remote e- voting period commenced from 9:00 a.m. (1ST) on Sunday 06th April, 2025 and ends at 5.00 p.m. (IST) on Monday, May 05 2025. The Scrutinizer had submitted the report to the Chairman of the Company, upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot announced on or before 5.00 p.m. (IST) on 08th May 2025.

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) There was no instance of one-time settlement with any Bank or Financial Institution

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

Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH)

The provisions of Maternity Benefit Act, 1961 as well as those related to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 (POSH) are not applicable to the Company, as the Company does not have more than 10 employees. Also, during the year the Company has not received any complaints under the POSH during the financial year 2024-2025.

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.

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
	Sd-
Date : August 12, 2025	(Rakhi Gupta)	(Abhinav Gupta)
Place : Mumbai	Chairperson DIN No. 08150291	Whole time Director DIN No. 02313375