Svarnim Trade Udyog Ltd Directors Report

To,

The Members,

Svarnim Trade Udyog Limited,

Your directors present the 44th Boards Report on the Business and Operations of the Company along with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2026.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the Financial Year ended on 31st March, 2026 and for the previous financial year ended on 31st March, 2025 is given below:

Financial Highlights

(Rs. in Lakhs)

Particulars	2025-26	2024-25
Revenue from Operations	0.00	0.00
Other Income	0.00	0.21
Total Income	0.00	0.21
Total Expenses	9.94	14.42
Profit / Loss Before Exceptional and Extra Ordinary Items and Tax	(9.94)	(14.21)
Exceptional and Extra Ordinary Items	0.00	0.00
Profit / Loss Before Tax	(9.94)	(14.21)
Tax Expense: (i) Current Tax	0.00	0.00
Tax Expense: (ii) Deferred Tax	0.00	0.00
Profit / Loss for the Period After Tax	(9.94)	(14.21)
Earnings Per Share (EPS) — Basic	(0.41)	(0.58)
Earnings Per Share (EPS) — Diluted	(0.41)	(0.58)

Operations: Total revenue from operation for FY 2025-26 and 2024-25 is Nil. Loss before tax FY 2025-26: Rs. 9.94 Lakhs (previous year: Rs. 14.21 Lakhs). Net Loss after tax FY 2025-26: Rs. 9.94 Lakhs (previous year: Rs. 14.21 Lakhs).

Change in Nature of Business: No change during FY 2025-26.

Weblink of Annual Return: www.svarmin.in (pursuant to Section 92(3) read with Section 134(3)(a)).

Share Capital:

• Authorised: Rs. 3,50,00,000/- divided into 35,00,000 Equity Shares of Rs. 10.00/- each.
• Paid-up: Rs. 2,43,15,000/- divided into 24,31,500 Equity Shares of Rs. 10.00/- each.

Dividend: No dividend recommended for FY 2025-26 (Previous year — Nil).

Transfer of Unclaimed Dividend to IEPF: No unpaid/unclaimed dividend lying for seven years; no funds required to be transferred to IEPF.

Transfer to Reserves: Loss for FY ending 31st March 2026 transferred to profit and loss account under Reserves and Surplus.

Material Changes and Commitments — Reduction of Share Capital:

• Board meeting 13th February 2025 approved reduction under Section 66 of Companies Act, 2013.
• Shareholders approved via special resolution at EGM held 23rd April 2025.
• Proposed reduction: from Rs. 2,43,15,000/- (24,31,500 equity shares of Rs. 10/- each) to Rs. 24,31,500/- (2,43,150 equity shares of Rs. 10/- each), extinguishing Rs. 2,18,83,500/-, adjusted against accumulated losses. No cash/consideration payable to shareholders.
• Draft scheme approved by Board on 7th November 2025; petition filed with NCLT, Kolkata Bench — pending approval.

Significant & Material Orders: None passed by Regulators/Courts/Tribunals impacting going concern or operations.

Board Meetings: 7 meetings held during the year: 23rd May 2025, 14th August 2025, 28th August 2025, 7th November 2025, 14th November 2025, 3rd February 2026, and 2nd March 2026.

Directors Responsibility Statement (Section 134(3)(c) and 134(5)): Statements (a) through (f) — accounting standards followed; policies applied consistently; proper accounting records maintained; accounts prepared on going concern basis; internal financial controls adequate and operating effectively; proper systems for compliance with applicable laws.

Corporate Social Responsibility (CSR): Section 135 not applicable; no voluntary CSR initiatives undertaken.

Internal Financial Control Systems and Their Adequacy: Adequate controls in place; reviewed periodically by internal audit cell; no reportable material weaknesses observed; Statutory Auditors tested effectiveness per ICAI standards.

Particulars of Loans, Guarantees, Investments and Securities under Section 186: Details provided in the financial statement.

Related Party Transactions: All RPTs at arms length, in ordinary course of business, compliant with Act and Listing Regulations. Policy available at www.svarnim.in. Audit Committee granted omnibus approval for repetitive transactions; quarterly review conducted. Disclosures filed with Stock Exchanges.

Reserves & Surplus (Rs. in Lakhs)

Sr. No. Particulars	Amount
1 Balance at the beginning of the year	(257.46)
2 Current Years Profit	(9.94)
3 Amount of Securities Premium and other Reserves	0.00
Total	(267.40)

Risk Management Policy: Formal Risk Management framework in place for Indian operations; periodically reviewed by Board; Audit Committee reviews adequacy.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo: Not applicable as no major steps taken. Export revenue constituted 0% of total revenue in FY 2025-26.

Sr. No. Foreign exchange earnings and outgo	F.Y. 2025-26	F.Y. 2024-25
1 Foreign exchange earnings	NIL	NIL
2 CIF value of imports	NIL	NIL
3 Expenditure in foreign currency	NIL	NIL
4 Value of Imported and indigenous Raw Materials, Spare-parts and Components Consumption	NIL	NIL

Policy on Directors Appointment and Remuneration: Remuneration policy directed towards rewarding performance; available at www.svarnim.in.

Management Discussion and Analysis Report: Forms part of this Report as "Annexure - I" per Regulation 34 and Schedule V of SEBI (LODR) Regulations, 2015.

Disclosures Relating to Holding, Subsidiary, Associate Company and Joint Ventures: Company does not have any Holding/Subsidiary/Associate Company and Joint Venture.

Secretarial Standards: Complied with applicable Secretarial Standards issued by ICSI.

Reporting of Frauds by Auditors: Neither Statutory nor Secretarial Auditors reported any fraud under Section 143(12).

State of Companys Affairs: MD&A Report given as separate part of Annual Report per Regulation 34(2)(e).

Statement on Annual Evaluation of Boards Performance: Board evaluated effectiveness of its functioning, Committees, and individual Directors. Criteria based on SEBI Guidance Note on Board Evaluation (January 5, 2017). Chairman held one-on-one meetings with Independent Directors; NRC Chairman held one-on-one meetings with Executive and Non-Executive Non-Independent Directors. Separate meeting of Independent Directors evaluated performance of Non-Independent Directors, Board as a whole, and Chairman. NRC reviewed individual directors and Boards performance.

Continuation of Board Evaluation: In the Board meeting following the Independent Directors meeting and NRC meeting, performance of Board, committees, and individual directors was discussed. Evaluation endorsed confidence in ethical standards, resilience, cohesiveness, constructive relationship, and openness of Management.

Evaluation frameworks:

• Non-Executive & Independent Directors: Knowledge; Professional Conduct; Compliance with Secretarial Standard issued by ICSI; Duties; Role and functions.
• Executive Directors: Performance as leader; Evaluating Business Opportunity and analysis of Risk Reward Scenarios; Key set investment goal; Professional conduct and integrity; Sharing of information with Board; Adherence to applicable government law.

Directors expressed satisfaction with the evaluation process.

Managing the Risks of Fraud, Corruption and Unethical Business Practices:

• A. Vigil Mechanism/Whistle Blower Policy: Established for Directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of Code of Conduct/Ethics Policy.
• B. Business Conduct Policy: Every employee required to review and sign at joining; provides for anti-bribery and avoidance of corruption practices.

Particulars of Employees: Rule 5(2) & (3) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 not applicable — no employee received remuneration above specified limits during FY 2025-26.

Loan from Director / Relative of Director: No materially significant related party transactions with potential conflict with Companys interest. Disclosures provided in AS-18 forming part of notes to financial statement.

Directors and Key Managerial Personnel:

Sr. No.	Name	Designation	DIN
1	Ms. Surbhi Aggarwal	Whole-time Director	08409763
2	Ms. Chiranggi Rahul Goud	Non-executive and Independent Director	09618079
3	Ms. Sangeeta Aggarwal	Non-executive and Non-Independent Director cum Chairperson	10252827
4	Mr. Gulshan Kumar Aggarwal	Non-executive and Non-Independent Director cum Chairperson	09700752
5	Mr. Manish Shrichand Bachani	Non-executive and Independent Director	08013906
6	Ms. Priya Singh	Company Secretary & Compliance Officer	DI*******G
7	Mr. Rahul Sharma	Company Secretary & Compliance Officer	IA*******G
8	Ms. Surbhi Aggarwal	Chief Financial Officer	BN*******D
9	Ms. Nidhi Bansal	Additional Non-executive and Independent Director	09693120

Changes:

• Ms. Priya Singh resigned as CS & Compliance Officer w.e.f. 20th January 2026.
• Mr. Rahul Sharma appointed as CS & Compliance Officer w.e.f. 2nd March 2026.
• Mr. Gulshan Kumar Aggarwal appointed as Additional Non-Executive and Non-Independent Director cum Chairperson w.e.f. 22nd April 2026.
• Ms. Sangeeta Aggarwal resigned as Non-Executive and Non-Independent Director cum Chairperson w.e.f. 22nd April 2026.
• Mr. Manish Shrichand Bachani resigned as Non-Executive and Independent Director w.e.f. 12th August 2026.
• Ms. Nidhi Bansal appointed as Additional Non-Executive and Independent Director w.e.f. 12th August 2026.

Independent Directors not liable to retire by rotation.

Declaration by Independent Directors: Ms. Chiranggi Rahul Goud and Ms. Nidhi Bansal confirmed meeting criteria under Section 149(6) and Regulation 16(1)(b); confirmations noted by Board.

Corporate Governance: Paid-up capital less than Rs. 10 Crores and turnover less than Rs. 25 Crores — Regulation 15 of SEBI (LODR) applies; compliance with regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of regulation 46, and Para C, D and E of Schedule V not applicable. Corporate Governance does not form part of this Report.

Deposits: Neither accepted nor renewed any deposits during the financial year; no default in repayment of deposits or payment of interest.

sFormal Annual Evaluation Process by Board: Board carried out evaluation of its own performance, individual Directors, Board Committees, including Chairman, based on attendance, contribution towards development of Business, and other criteria recommended by NRC. Directors expressed satisfaction.

Separate meeting of Independent Directors held Thursday, 28th August 2025 — evaluated performance of Executive and Non-Executive Directors; outcome satisfactory.

Auditors and Their Report:

A. Statutory Auditor: M/s. D G M S & Co., Chartered Accountants, Jamnagar (Firm Registration No. 0112187W). Report for FY 2025-26 contains no qualifications or adverse remarks; no frauds reported under Section 143(12). Cost records maintenance not applicable. Auditors report issued with unmodified opinion.

B. Secretarial Auditor: M/s. Jitendra Parmar & Associates, Company Secretaries, Ahmedabad (FRN: S2023GJ903900) appointed per Section 204 read with Rule 9. Secretarial Audit Report for FY 2025-26 annexed as Annexure-II in Form MR-3. Adverse remarks:

• (a) Certain UPSI events recorded in Structured Digital Database (SDD) subsequent to their occurrence due to technical/system constraints (Regulation 3(5) of SEBI PIT Regulations, 2015).
• Reply: Attributable to technical issues in software; corrective measures implemented.
• (b) Non-filing of Annual Disclosures of Non-applicability of Large Corporate for FY 2024-25 (SEBI Circular dated October 19, 2023).
• Reply: Company does not fall under "Large Corporate" criteria; requirement to submit Annual Disclosure does not arise.

C. Internal Auditor: M/s. B B Gusani & Associates, Chartered Accountant (FRN: 140785W) appointed for FY 2025-26; reports to Audit Committee and Board.

Disclosures — A. Composition of Audit Committee

Meetings held: 23rd May 2025, 14th August 2025, 14th November 2025, 3rd February 2026.

Name	Status	No. of Committee Meetings entitled	No. of Committee Meetings attended
Ms. Chiranggi Rahul Goud	Chairperson	4	4
Mr. Manish Shrichand Bachani?	Member	4	4
Ms. Surbhi Aggarwal	Member	4	4
Ms. Nidhi Bansal?	Member	0	0

? Mr. Manish Shrichand Bachani resigned as member; Ms. Nidhi Bansal appointed as member w.e.f. 12 August 2026.

B. Composition of Nomination and Remuneration Committee

Meeting held: 2nd March 2026.

Name	Status	No. of Committee Meetings entitled	No. of Committee Meetings attended
Ms. Chiranggi Rahul Goud	Chairperson	1	1
Mr. Manish Shrichand Bachani?	Member	1	1
Ms. Sangeeta Aggarwal?	Member	1	1
Mr. Gulshan Kumar Aggarwal?	Member	0	0
Ms. Nidhi Bansal?	Member	0	0

? Ms. Sangeeta Aggarwal resigned as member; Mr. Gulshan Kumar Aggarwal appointed as member w.e.f. 22nd April 2026.
? Mr. Manish Shrichand Bachani resigned as member; Ms. Nidhi Bansal appointed as member w.e.f. 12th August 2026.

C. Composition of Stakeholders Relationship Committee

Meeting held: 28th August 2025.

Name	Status	No. of Committee Meetings entitled	No. of Committee Meetings attended
Ms. Sangeeta Aggarwal?	Chairperson	1	1
Ms. Chiranggi Rahul Goud	Member	1	1
Ms. Surbhi Aggarwal	Member	1	1
Mr. Gulshan Kumar Aggarwal?	Chairperson	0	0

? Ms. Sangeeta Aggarwal resigned as chairperson; Mr. Gulshan Kumar Aggarwal appointed as chairperson w.e.f. 22nd April 2026.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

• a. Number of complaints filed during the financial year — NIL
• b. Number of complaints disposed of during the financial year — NIL
• c. Number of complaints pending as on end of the financial year — NIL

Industrial Relations: Relations between employees and management remained cordial.

Maintenance of Cost Records: Central Government has not prescribed maintenance of cost records under Section 148(1).

Compliance on Maternity Benefit Act, 1961: All provisions duly complied with; statutory benefits extended to eligible women employees.

Dematerialisation of Equity Shares: Shares under compulsory demat form. Connectivity established with NSDL and CDSL. ISIN: INE730R01042. Shares held in electronic and physical mode.

Insolvency and Bankruptcy Code, 2016: No applications made or proceedings pending.

One Time Settlement Valuation Difference: No one time settlement of Loans taken from Banks and Financial Institutions.

Acknowledgements: Directors express appreciation for cooperation from Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates.

Continuation of Acknowledgements: Gratitude for commitment displayed by all executives, officers and staff.

Registered Office: 3A Mangoe Lane, 1st Floor Surana House, Kolkata, West Bengal, India, 700001

By the Order of the Board of Svarnim Trade Udyog Limited

Place: Kolkata

Date: 12th August, 2026

Sd/- Surbhi Aggarwal,

Whole-time Director, DIN: 08409763

Sd/- Gulshan Kumar Aggarwal, Director, DIN: 09700752