Parshva Enterprises Ltd

Dear Members,

Your directors take pleasure in presenting the 8th Annual Report on the business and operations of your Company along with the Audited Financial Statements (Standalone as well as Consolidated) for the Financial Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS

The Company's financial performance for the financial year ended March 31, 2025 is summarized below:

( in Lakhs)

FINANCIAL PERFORMANCE

On a consolidated basis, during the year under review your Company has earned the profit of Rs. 18.69 Lakhs as against profit of Rs. 25.60 Lakhs in the previous year.

On a standalone basis, during the year under review your Company has earned the profit of Rs. 21.05 Lakhs as against profit of Rs. 25.60 Lakhs in the previous year.

The company will continue its efforts to reduce costs and improve efficiencies, enhance value-addition to its customer base and maximize capacity utilization. With these efforts the company hopes to generate revenues and profitability.

DIVIDEND

Your directors do not recommend any dividend for the financial year ended 31.03.2025. Further, no amount of dividend was required to be transferred to IEPF.

TRANSFER TO RESERVES

Your Company has not transferred anything to reserve during the year under review.

FUTURE OUTLOOK & BUSINESS:

The Board of Directors of the Company had approved the Scheme of Arrangement between Parshva Enterprises Limited (Demerged Company) and Simandhar Impex Limited (Resulting Company) and respective shareholders and creditors (for demerger of Jewellery business). This Scheme provides for demerger, transfer and vesting of the Jewellery business (Demerged Undertaking as defined in the Scheme) from the Company into Simandhar Impex Limited on a going concern basis. With this demerger, Segregation of business of the Jewellery division of the Demerged Company into Resulting Company in a manner provided in this scheme resulting into enhanced strategic flexibility to build a viable platform solely focusing on each of the business. The proposed de-merger will not only facilitate pursuit of scale and independent growth plans but also more focused management and stronger leverage of specific global resources within the group and flexibility in terms of providing liquidity for shareholders following the listing of the shares of the Resulting Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2025, your Company has incorporated Two (2) Wholly Owned Subsidiary in India ‘‘Parshva Multitrade Limited" and "Simandhar Impex Limited".

A statement containing salient features of the financial statements of Subsidiaries as required under Section 129 (3) of the Act is attached as Annexure I to this report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company and separate audited financial statements in respect of its subsidiaries, are available on the Company's website at http://www.parshvaenterprises.co.in/documents/Policy%20for%20material%20Subsidiary.pdf The Board of Directors of the Company has adopted a policy for determining Material Subsidiary Company in line with Listing Regulations. The Policy is uploaded on the website of the Company at http://www.parshvaenterprises.co.in/documents/Policy%20for%20material%20Subsidiary.pdf However the Company does not have any Joint venture or Associate Company.

CHANGE IN NATURE OF BUSINESS

During the year there is no material change in the nature of business of the Company.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Board has approved the Scheme of Arrangement for the demerger of Jewellery business. This Scheme of Arrangement will affecting the financial position of the Company in the upcoming financial years. The proposed Scheme is subject to the approval of the Shareholders, National Company Law Tribunal and other relevant regulatory authorities.

The Board of Directors of the Company had approved the Scheme of Arrangement between the Parshva Enterprises Limited (Demerged Company) and Simandhar Impex Limited (Resulting Company) and respective shareholders and creditors (for demerger of Jewellery business). This Scheme provides for demerger, transfer and vesting of the Jewellery business (Demerged Undertaking as defined in the Scheme) from the Company into Simandhar Impex Limited on a going concern basis. With this demerger, Segregation of business of the Jewellery division of the Demerged Company into Resulting Company in a manner provided in this scheme resulting into enhanced strategic flexibility to build a viable platform solely focusing on each of the business.

Salient features of the Scheme:

1. Upon the Scheme becoming effective, all the assets and liabilities and the business pertaining to the "Jewellery" business of the Company shall stand transferred to and vest in the Resulting Company, as a going concern.

2. Upon the Scheme becoming effective, 3 fully paid-up equity shares of Rs. 10 each of the Resulting Company shall be issued and allotted to the equity shareholders of the Company for every 10 equity shares of Rs. 10 each held in the Company.

3. segregation of the "Jewellery" undertaking of the Company to house such undertaking in the Resulting Company will inter alia facilitate pursuit of scale and independent growth plans (organically and inorganically) with more focused management and flexibility as well as liquidity for shareholders (following the listing of the shares of the Resulting Company) but also de-risk the businesses from each other and allow potential investors and other stakeholders the option with choosing the businesses.

Other than the matters mentioned above, no other material change were carried out which affected the financial position of the Company.

During the year under review, the following changes have taken place in the Share Capital:

There was no changes in the Share Capital during the Financial Year under review.

Further, the Company had issued equity shares on preferential basis to the existing shareholders of the Company in the previous financial year. But, the process of listing of the said shares in the stock exchange was completed in full manner in the current financial year.

Further, there was no public issue, rights issue, preferential issue, bonus issue etc., during the year. The Company has not issued shares with differential voting rights or sweat equity shares, nor has it granted any stock options or provision of money for shares of the Company to the employees or Directors of the Company during the Financial Year.

NUMBER OF MEETINGS OF THE BOARD

The Company had 7 (Seven) Board Meetings during the financial year under review. The Board Meetings were held in compliance with the Companies Act, 2013. The details of the same are provided in the Corporate Governance Report.

COMMITTEES OF THE BOARD

The Board has constituted 3 Committees as under:

1) Audit Committee;

2) Nomination and Remuneration Committee; and

3) Stakeholders' Relationship Committee.

Details of the Board and its Committees along with their amended charters, composition, meetings held during the year are given under Corporate Governance Report appearing as a separate section in this Annual Report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of March 31, 2025, our Board of Directors consists of 6 (Six) Directors out of which 2 (Two) are Executive Directors; and 4 (Four) are Non-Executive Directors and out of which 3 (three) are Independent Directors.

The policy of the Company on directors' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at www.parshvaenterprises.co.in You can access it directly via this link too http://www.parshvaenterprises.co.in/policy_coc The details of this Policy is explained in the Corporate Governance Report.

CORPORATE GOVERNANCE:

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure

Requirements) Regulation, 2015 ("the SEBI Listing Regulations") a separate report on Corporate Governance along with the Auditor's Certificate on its compliance is attached as Annexure II to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134 (3) (c) of the Companies Act, 2013, your Directors states that:

• that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

• that the Directors have selected such accounting policies and applied them consistently and made judgements 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 at March 31, 2025 and of the profit / loss of the Company for the year ended on that date;

• that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• that the directors had prepared the annual accounts on a going concern basis.

• that the directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively and;

• that the Directors has laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively;

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has constituted an internal complaint committee under Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2024-25, the Company has not received any complaints on sexual harassment and no complaints are remaining pending as on March 31, 2025.

DEPOSITS

The Company has not accepted any public deposits and as such, no amount of principal or interest on public deposits was outstanding during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL a) Mr. Mehal Shah retires by rotation and being eligible offers himself for re-appointment. A resolution seeking shareholders' approval for his re-appointment forms part of the Notice. b) There was no changes in the Directors and KMP during the year under review except the following:

The current term of appointment of Mr. Harsh Vora (DIN: 07861487) as the Whole-time Director of the Company expires on 9th May, 2025. The Board of Directors at its meeting held on 6th May, 2025 on the recommendation of the Nomination and Remuneration Committee, subject to approval of the Members, approved the re-appointment for a further period of 3 years with effect from 10th May, 2025. It is proposed to re- Mr. Harsh Vora as the Whole-time Director for a further period of 3 years from 10th May, 2025 till 9th May, 2028. The terms and conditions of Mr. Harsh Vora's re-appointment are part of the Notice of the Annual General Meeting ("AGM"). Mr. Harsh Vora shall be liable to retire by rotation and shall also be designated as Whole-time Director of the Company.

Brief resume of the Directors proposed to be re-appointed, nature of expertise and the names of companies in which they hold directorships and Chairpersonships / Memberships of Board Committees etc. are provided in Notice to Members forming part of this Annual Report. Resolutions seeking Members approval for their reappointment along with other required details forms part of the Notice. The Directors seeking re-appointment are not debarred from holding the office of Director pursuant to any order. The Board recommends to the members the resolutions for their re-appointment.

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1) (b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, attendance of Board Meetings and Committees etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017 and provisions of the Companies Act, 2013 and SEBI Listing Regulation. Further, the Independent Directors at their meeting held on March 24, 2025, reviewed the performance and role of Non-Independent Directors and the Board as a whole and Chairman of the Company. Further, the Independent Directors had also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that was necessary for the Board to effectively and reasonably perform their duties.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Familiarization Programme for Independent Directors is designed with an aim to make the Independent Directors aware about their roles, responsibilities and liabilities as per the Act, SEBI Listing Regulations and other applicable laws and to get better understanding about the Company, nature of industry in which it operates and environment in which it functions, business model, long term/short term/strategic plans etc. As a part of familiarization programme, the Company makes presentations to the Board Members, inter alia, covering business environment, business strategies, operations review, quarterly and annual results, review of Internal Audit Report and action taken, statutory compliance, risk management etc.

The details of the training and familiarization program are available on our website at http://www.parshvaenterprises.co.in/fp_pdf.php?id=7

AUDITORS

The Members at the 6th AGM held on June 10, 2023, approved the appointment of M/s. Bohara Shah & Co., Chartered Accountants (Membership no. 143865W), as Statutory Auditors of the Company for a term of five years to hold office till the conclusion of the 11th AGM to be held for the financial year ended March, 2028.

AUDITOR'S REPORT

The Report given by M/s. Bohara Shah & Co., on the financial statement of the Company for the financial year 2024-25 is part of the Annual Report. The statutory auditor's report does not contain any qualifications, reservations, or adverse remarks or disclaimer. Further, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

INTERNAL AUDITOR

M/s. Jigar Zaveri & Associates have been appointed as an Internal Auditor of the company and they performed the duties of Internal Auditors of the Company for the Financial Year 2024-25 and their report is reviewed by the Audit Committee on quarterly basis.

COST AUDITOR

The Company is not required to maintain cost records as per the Companies (Cost Records and Audit) Amendments Rules, 2014 for the Financial Year 2024-2025.

SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed M/s. JSD & Associates, Practicing Company Secretary as Secretarial Auditor for a term of five consecutive years from FY 2025-26 to FY 2029-30 to undertake the secretarial audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2025, in the prescribed Form MR-3 is annexed as Annexure-III to this Report. The report is self-explanatory and does not have any qualifications.

REPORTING OF FRAUDS BY AUDITORS

There are no Fraud reported by Auditors u/s 143(12) of the Companies Act 2013 for the year ended 31st March, 2024.

(A) Conservation of Energy: i) The step taken or impacts on conversation of energy The operation of your Company is not energy intensive. However, adequate measures have been initiated for conservation of energy. ii) The steps taken by the Company for utilizing alternative sources of energy though the operations of the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when necessity arises. iii) The capital investment on energy conservation equipment's - NIL

(B) Technology absorption

(C) Foreign Exchange Earnings & Outgo:

(Rs. In Lakhs)

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a brief note on Management Discussions and Analysis of the results for the year under review is given in Annexure IV which forms part of the Directors' Report.

REMUNERATION TO DIRECTORS & KMP AND DISCLOSURES PURSUANT TO THE PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Remuneration to Directors & KMP and the particulars of employees required to be furnished pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure V to this Report.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GURANTEES GIVEN AND SECURITIES PROVIDED:

Details of Loan, Guarantee, and Investment covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, are given in the Notes forming part of the standalone financial statements.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2025 is available on the Company's website and can be accessed at http://www.parshvaenterprises.co.in/annualreports

RISK MANAGEMENT

Risks are event, situation or circumstance which may lead to negative consequences on the company's businesses.

Risk management is a structured approach to manage uncertainty. A formal enterprise-wide approach to Risk Management is being adopted by the company and key risks will now managed within unitary framework. As a formal roll-out, all business divisions and corporate function will embrace risk management policy and guidelines, and make use of these in their decision making. Key business risk and their mitigation are considered in the annual strategic business plans and in periodic management reviews. The risk management process in our multi-business, multi-site operations, over the period of time will become embedded into the company's business systems and process, such that our responses to risks remain current and dynamic. The company has been addressing various risks impacting the company and brief view of the company on risk management is provided elsewhere in this annual report in Management Discussion and Analysis Report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations. Except the Order received from Hon'ble NCLT, Mumbai Bench vide its order dated 24.04.2025 ("Order"), regarding directions of convening meeting of Equity Shareholders of Parshva Enterprises Limited for approval of scheme of arrangement between Parshva Enterprises Limited (Demerged Company) and Simandhar Impex Limited (Resulting Company) and their Shareholders under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There were neither any applications made under the Insolvency and Bankruptcy Code, 2016 nor any proceedings were pending.

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

Not Applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Act regarding Corporate Social Responsibility are not applicable to the Company.

VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior. The details of the policy have been disclosed in the Corporate Governance Report, which is a part of this report and is also available on http://www.parshvaenterprises.co.in/documents/Whistle_Blower_Policy.pdf

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations. The Independent Directors have complied with the Code of Independent Directors as prescribed in the Schedule IV to the Act.

INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. For more details, refer to the ‘Internal control systems and their adequacy' section in the Management's discussion and analysis, which forms part of this Annual Report. 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 weaknesses in the design or operation were observed.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions entered into by the Company during the financial year with related parties were on arm's length basis & in ordinary course of business and in compliance with the provisions of section 188 of the Companies Act, 2013 and the SEBI Listing Regulations. The Company has not entered into any material transactions with related parties referred to in Section 188(1) of the Companies Act, 2013 and in compliance with the SEBI Listing Regulations. Accordingly, the details are not required to be given under AOC-2. Disclosures pursuant to Accounting Standards on related party transactions have been made in the note no. 2.14 of note 23 to Financial Statements. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its related parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Regulations. This policy has been uploaded on the website of the Company at www.parshvaenterprises.co.in. You can access them directly via this link too http://www.parshvaenterprises.co.in/documents/POLICY_FOR_MATERIALITY_OF_EVENTS_INFORMATI ON%20PEL.pdf

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard. A declaration duly signed by the Managing Director has been annexed in Corporate Governance report. The code of conduct of our Company is given on our Website www.parshvaenterprises.co.in You can directly access the code of conduct via this link too http://www.parshvaenterprises.co.in/documents/CODE-OF-CONDUCT-FOR-BOARD-OF-DIRECTORS-AND-SENIOR-MANAGEMENT.pdf

COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review, the Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government as required under Section 118(10) of the Companies Act, 2013.

APPRECIATIONS

Your Directors wish to place on record their appreciation for the continuous support received from the Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Company's employees at all levels.