SPV Global Trading Ltd

To,

The Members

SPV GLOBAL TRADING LIMITED

Your Directors are pleased to present the Thirty-Ninth Board?s Report of the Company along with the audited financial statements, (both Standalone and Consolidated) for the Financial Year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

The Company?s financial performance for the year under review along with previous year?s

figure is given hereunder:

The Consolidated Statements provide the results of SPV Global Trading Limited together with its subsidiary company.

2. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS:

i. Standalone Performance:

Your Company has earned total revenue of Rs. 4,673.08/- lakh in Financial Year 2023-24 as compared to Rs.2,766.14/- lakh in Financial Year 2022-23. The Company earned a Net profit of Rs. 48.20/- lakh in the current Financial Year as compared to the Net profit of Rs. 43.49/- lakh in the previous Financial Year.

ii. Consolidated Performance:

Your Company has earned total revenue of Rs.69,318.75/- lakh in Financial Year 2023-24 as compared to Rs.59,940.59/- lakh in Financial Year 2022-23. The Company earned a Net Profit of Rs. 960.18/- lakh in the current Financial Year as compared to the Net Profit of Rs. 652.64/- lakh in the previous Financial Year.

iii. Rashtriya Metal Industries Limited

As compared to the Previous Financial Year, 2023-24 turned out to be a good year for the capital market. The revenue from operations increased from Rs. 68,826.87/- Lakh to Rs. 59,775.98 /- Lakh during the Financial Year 2022-23. The Company earned a Net profit of Rs.910.39 /- Lakh in the current Financial Year as compared to the Net Profit of Rs. 671.81/- Lakh in the previous Financial Year.

3. STATE OF COMPANY?S AFFAIRS:

During the year the Company carried on the business of trading in non-ferrous metals. The Company endeavors to combine market experience with hard work and dedication to provide clients the ability to make informed decisions. During the year under review there has been no change in the business of the Company.

4. TRANSFERRED TO RESERVES:

The Board of Directors of the Company does not propose to transfer any amount to the reserves for the Financial Year 2023-24.

5. DIVIDEND:

In order to preserve funds for future activities, the Board of Directors of your Company does not recommend any dividend for the Financial Year 2023-24.

6. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year 2023-24 is available at http://www.spvglobal.in

7. SHARE CAPITAL:

During the year under review, the Company has not issued any shares with differential voting rights nor granted any stocks options or sweat equity. As on 31^st March, 2024 none of the Directors of the Company holds instrument convertible into equity shares of the Company.

The details of Share capital of the Company are as under:

During the financial year under review, the issued, subscribed and paid-up share capital of the Company as on March 31,2024, stood at stood at Rs. 2,00,00,000 (Rupees Two Crores only) divided into 20,00,000 (Twenty Lakh) equity shares of the face value of Rs. 10/- (Rupees Ten Only) each.

8. MEETINGS OF THE BOARD:

During the Financial Year 2023-24 there were 8 (Eight) Board Meetings held by the Company on, 30^th May 2023, 11^th August 2023, 04^th September 2023, 09^th November 2023, 02^nd December 2023, 12^th February 2024, 22^nd February 2024, and 05^th March, 2024. The intervening gap between the meetings was as prescribed under the Companies Act, 2013.

Attendance of Directors at Board Meetings held during the Financial Year 2023-24:

9. DEPOSITS:

The details of deposits as covered under Chapter V of the Companies Act, 2013 are as under:

10. MANAGEMENT DISCUSSIONS & ANALYSIS (MDAR):

A detailed review of operations, performance and future outlook of your Company is given separately under the head Management Discussion and Analysis Report as "Annexure A".

11. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions contained in Section 134(3)(c) & 134(5) of the Companies Act, 2013, your Directors confirm that:

a. In the preparation of the annual financial statements, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. 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;

c. The Directors had 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;

d. The directors had prepared the annual financial statements on a going concern basis; e. The directors had laid internal financial controls to be followed by the Company and that such financial controls were adequate and were operating effectively. f. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. DECLARATION BY AN INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Schedule IV of the Companies Act, 2013 and the Rules made thereunder and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all the Independent Directors of the Company met on 05^th March 2024, without the attendance of Non-Independent Directors and Members of the Management.

The Independent Directors reviewed performance of Non-Independent Directors, Chairman of the Company and the performance of the Board as a whole. The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The feedback of the Meeting was shared with the Managing Director of the Company.

14. PERFORMANCE EVALUATION:

Pursuant to the Section 178 of the Companies Act, 2013 and Regulation of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, 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 and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board, except the director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, following changes were made in the composition of the Board of Directors and Key Managerial Personnel of the Company.

a. Mrs. Sarla Devi was re-appointed as woman Director of the Company w.e.f. from 30^th September 2023.

b. Ms. Meena Tiwari resigned from the post of Company Secretary & Compliance officer of the Company w.e.f. from 14^th September, 2023.

c. Ms. Jessica Gandhi was appointed as Company Secretary & Compliance Officer of the

Company w.e.f. from 02^nd December 2023.

In accordance with the provisions of Section 152 of the Companies Act 2013, and that of Articles of Association of the Company, Mr. Navratan Bhairuratan Damani (DIN: 00057401), and Mrs. Sarla Devi (DIN: 00909888), Directors of the Company retires by rotation at ensuing Annual General Meeting of the Company and being eligible, has offered himself and herself for re-appointment.

16. CORPORATE GOVERNANCE:

The Company has paid up share capital of Rs.196 Lakh being less than Rs. 10 Crore and the net worth of the Company at the end of the previous year 31^st March, 2024 is Rs. 438.74/- Lakh which is less than Rs. 25 Crores and therefore, the quarterly report on Corporate Governance pursuant to regulation 27(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is not applicable to the Company. However, the Company has been observing best governance practices and is committed to adhere to the corporate governance requirements on an ongoing basis.

M/s. S S R CA & Co. (Formerly known as M/s. S. S. Rathi & Co.), Chartered Accountant (FRN 108726W), was appointed as Statutory Auditor of the Company, for a term of 5 (five) consecutive years from conclusion of Annual General Meeting held on 30^th September 2019, till the conclusion of Annual General Meeting of the Company to be held in the FY 2024-25 accordingly the term of appointment has come to an end. Hence, fresh appointment resolution is being proposed for appointment of Statutory Auditors of M/S S I G M A C & Co., Chartered Accountants, bearing (Firm Registration Number 115351W) for a term of 5 years to hold office from the conclusion of this Annual General Meeting till the conclusion of Annual

General Meeting to be held in the Financial Year 2029-30. Further, the Auditors have issued Audit Report for the Financial Year 2023-24 pursuant to provisions of Section 141(2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014. The Notes on financial statement referred to in the Auditors? Report are self-explanatory and do not call for any further comments. The Auditors? Report does not contain any qualification, reservation, adverse remark or disclaimer. During the Financial year under review no fraud has been reported by the Auditors to the Audit Committee or the Board.

B. SECRETARIAL AUDITORS? AND AUDIT REPORT:

The Company had appointed M/s. Jajodia & Associates, Practicing Company Secretary, Mumbai (Certificate of Practice No. 19900) as Secretarial Auditor of the Company for the financial year 2023-24, in accordance with Section 204 of the Companies Act, 2013. The Secretarial Audit Report have been issued in Form MR-3 as required by Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which is annexed as "Annexure B" and forms part of this Report.

The Secretarial Auditors? Report does not contain any qualification, reservation, or adverse remark.

C. INTERNAL AUDITORS:

During the Financial Year the Company has appointed M/s. C A S & Co., Chartered Accountant as Internal Auditors of the Company as per the provisions of Section 138 of Companies Act, 2013. The Report of Internal Auditor was yearly reviewed by Audit Committee.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186:

The details of Loan, Guarantees and Investments made by the Company under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

19. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company has one subsidiary company i.e. Rashtriya Metal Industries Limited. During the year, the Board of Directors (‘the Board?) reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and its subsidiary company, which form part of the Annual Report.

Further, a statement containing the salient features of the financial statement of our subsidiary company in Form AOC-1 as "Annexure C" forms part of the financial statement attached to this report. The statement also provides the details of performance, financial positions of each of the subsidiary company.

In accordance with Section 136 of the Act as amended by the Companies Amendment Act, 2017, the audited the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiary company are available on the website of www.spvglobal.in.

These documents will also be available for inspection during the business hours at the registered office of the Company. The Company?s policy on material subsidiary as approved by the Board is uploaded on the Company?s website i.e. www.spvglobal.in.

20. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirm that the Company has complied with the applicable Secretarial

Standards ("SS") issued by the Institute of Company Secretaries of India relating to the meetings of the Board and its committees as well as the general meetings (SS-1 and SS-2) respectively during the year under review.

21. RELATED PARTY TRANSACTION:

All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on arm?s length basis. As provided under section 134(3)(h) of the Act and Rules made thereunder disclosure of particulars of material transactions with related parties entered into by the Company with related parties in the prescribed format annexed to this report as "Annexure D".

The details of the transaction with related parties are provided in the accompanying financial statements. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company?s website at the link: www.spvglobal.in.

22. COMMITTEES OF THE BOARD:

Pursuant to the provision of Companies Act, 2013 and Listing Regulations the company has constituted the following committee of the board:

A. Audit Committee;

B. Nomination & Remuneration Committee; C. Stakeholders? Relationship Committee. D. Risk Management Committee.

Details of all the Committees along with their composition and meetings held during the year, are provided as follows:

A. AUDIT COMMITTEE & ITS COMPOSITION:

Pursuant to provisions of Section 177 of the Companies Act, 2013 The Terms of Reference,

Composition and Meetings and Attendance is as below:

i. Terms of Reference/ Policy:

Apart from all the matters provided under Section 177 of the Companies Act, 2013, the Audit Committee reviews reports of the internal auditor, meets statutory auditors as and when required and discusses their findings, suggestions, observations and other related matters. It also reviews major accounting policies followed by the Company.

ii. Composition:

The composition of the Audit Committee is as follows:

iii. Meetings and Attendance:

During the Financial Year 2023-24, 5 (Five) Meetings were held on 30^th May, 2023, 11^th August, 2023, 04^th September, 2023, 09^th November, 2023 and 12^th February, 2024.

B. NOMINATION AND REMUNERATION POLICY & ITS COMPOSITION:

Pursuant to Provisions of Section 178 of the Companies Act, 2013. The Terms of Reference,

Composition and Meetings and Attendance is as below: i. Terms of Reference/Policy:

On recommendation of the Nomination and Remuneration Committee the Company has framed a policy as per Section 178 of the Companies Act, 2013 for selection and appointment of Directors, Senior Management and their remuneration.

ii. Composition:

The composition of the Nomination and Remuneration Committee is as follows:

iii. Meetings and Attendance:

During the Financial Year 2023-24, 3 (Three) Meeting were held on 04^th September 2023, 02^nd

December 2023 and 22^nd February 2024.

C. STAKEHOLDER RELATIONSHIP COMMITTEE & ITS COMPOSITION:

Pursuant to Provisions of Section 178 of the Companies Act, 2013, The Terms of Reference,

Composition and Meetings and Attendance is as below:

i. Terms of Reference/Policy:

Apart from all the matters provided under Section 178 of the Companies Act, 2013, the Stakeholder Relationship Committee reviews the complaints received from the stakeholders of the Company as and when required and discusses their findings, suggestions, observations and other related matters.

ii. Composition:

The composition of the Stakeholder Relationship Committee is as follows:

iii. Meetings and Attendance:

During the Financial Year 2022-23, 4 (Four) Meeting were held on 30^th May 2023, 11^th August, 2023, 09^th November, 2023 and 12^th February, 2024.

D. RISK MANAGEMENT COMMITTEES & ITS COMPOSITION (POLICY):

As per the provisions of the Companies Act, 2013 and as part of good corporate governance the Company has constituted the Risk Management Committee. The Committee has laid down the procedures to inform the Board about the risk assessment and minimization procedures and Board shall be responsible for framing, implementing and monitoring the risk management plan and policy for the Company.

The main objective of this policy is to ensure sustainable business growth with stability and promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. The Committee reviewed the risk trend, exposure and potential impact analysis carried out by the management.

i. Composition:

The composition of the Risk Management Committee is as follows:

ii. Meetings and Attendance:

During the year under review, one meeting of the Committee was held on 04^th September

2z023.

23. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

24. PREVENTION OF INSIDER TRADING:

The Company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company?s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for the implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

25. PREVENTION SEXUAL HARASSMENT OF WOMEN FRAMEWORK:

The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of The Prevention 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.

The following is a summary of sexual harassment complaints received and disposed of during

the year 2023-24:

a) No of complaints received: Nil b) No of complaints disposed of: N.A.

26. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

The percentage increase in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Companies Act, 2013) to the median of employees? remuneration, and the list of employees in terms of remuneration drawn, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as "Annexure E" to this Report.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year under review there are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

28. MATERIAL CHANGES:

During the review period, the Company had received intimation from Mr. Balkrishna Binani, Promoter the Company expressing his intention to: a. Acquire all the Equity shares that are held by public Shareholders; and

b. Voluntarily delist the Equity Shares from Stock Exchange where the Equity Shares are presently listed namely, BSE Limited ("BSE"), by making a delisting offer in accordancewith the SEBI Delisting Regulations.

29. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Act introduced regulations with focus on control and compliance requirements, in light of which, the Company has laid down internal financial controls across various processes prevalent in the organization. These controls have been established at the entity as well as process level and are designed to ensure compliance to internal control requirements, regulatory compliance and enable appropriate recording of financial and operational information. The Company has reviewed the effectiveness of its internal financial controls by adopting a systematic approach to assess the design and its operating effectiveness.

During the financial year 2023-2024, such controls were tested and no reportable material weakness in the design or operation was observed. The Company follows all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

30. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior of the company has adopted a vigil mechanism policy. This

Policy can be viewed on the Company?s website. i.e. www.spvglobal.in.

31. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are as mentioned below.

i. Conservation of Energy:

ii. Technology Absorption:

iii.Foreign Exchange Earnings and Outgo:

32. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any equity shares lying in the Demat suspense account/unclaimed suspense account of the Company as on 31^st March 2024. Hence disclosures required under Part F of Schedule V of the Listing Regulations is not applicable.

33. MD/ CFO CERTIFICATION:

The MD/CFO have issued certificate pursuant to the provisions of Regulation 17(8) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 certifying that the financial statements do not contain any materially untrue statement and these statements represents true and fair view of the Company?s affairs. The said certificate is annexed and forms part of the Annual Report as "Annexure-F".

34. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016):

During the period under review there are no such application made or no such proceeding pending under the Insolvency and Bankruptcy Code, 2016.

35. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Financial Institutions, Bankers, Business Associates and the Government and other regulatory authorities and thanks all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.