SVC Industries Ltd

Your Directors present the 33rd Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended March 31,2024.

FINANCIAL RESULTS:

Your Company's total revenue during thefinancial year ended 31st March, 2024 is Rs. 62.55 Lakhs, compared to last year which stood at Rs. 19.40 La khs, which is mainly by way of lease rentals.

DIVIDEND:

Your directors have not recommended any dividend on equity shares forthe year as there is no profit in the year.

TRANSFER OF RESERVES

The closing balance of the retained earnings of the Company for FY 2023-24, after all appropriation and adjustments was (5,308.57 lakhs). During the year under review, the Company does not propose to transfer any a mount to reserves.

STATE OF COMPANY'S AFFAIRS:

During the year the project for setting up a Mega Food Park was abandoned due to changed policies of the Government, accordingly the lease agreement with Nandvan Mega Food Park Private Limited was cancelled vide deed of Cancellation Agreement dated 20th March, 2024. Furtherthe Company has also sold its Investments in Nandvan Mega Food Park Private Limited toAkhil Marketing Private Limited as Mega Food Park Project was abandoned.

DETAILS OF SIGNIFICATION AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE:

In the year under review no material order has been passed by above said authorities impacting the going concerned status.

INTERNAL FINANCIAL CONTROL(IFC):

The Company has in place adequate internal financial controls, with reference to financial statement. It has established an integrated frameworkfor managing risks and internal controls.

The Board has also adopted the procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting record and timely preparation of reliable financial disclosures.

The internal financial controls have been documented and embedded in the business processes. Such controls have been assessed during the year under reviewand have been operating effectively.

The Audit Committee reviews and evaluates adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations. The Company has appointed Mr. S.K. Khandelwal, Chartered Accountants as the Internal Auditor in compliance with section 138 of the Companies Act, 2013. The scope of audit and the outcome of the audit are reviewed by Audit Committee at regular intervals.

DEPOSITS UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

The Company has neither accepted nor renewed any Deposits from the public within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,2014.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of loans given, guarantees provided and investments made, have been duly disclosed in the financial statements. STATUTORY AUDITORS:

Pursuant to Section 139 of theAd and Rules made thereunder, the Company at its 31st AGM appointed M/s. B.M. Chaturvedi & Co. (Firm Registration No. 114317W) as the Statutory Auditors of the Company for a period of 5 years from the conclusion of 31 st AGM until the conclusion of 37th AGM of the Company. Pursuant to amendments in Section 139 of the Act, the requirements to place the matter relating to such appointment for ratification by Members at every AGM has been done away with. The Reports given by M/s. B. M. Chaturvedi & Co., Chartered Accountants on the financial statements of the Company for FY2023-24 are part ofthe Annual Report.

AUDITOR'S REPORT:

The observations by the Auditors in their report are self-explanatory and, in the opinion of the Board, do not require any further explanation.

SHARE CAPITAL:

At present, Company has only one class of shares i.e. equity shares of Rs. 10 each. The authorized share capital is Rs. 170 Crores divided into 17 Crores equity shares of Rs. 10 each. The issued, subscribed and paid-up capital ofthe Company isRs. 161.86 Crores as on March 31,2024. The Company has neither issued any shares with differential rights as to dividend, voting or otherwise, nor issued any sweat equity shares or employee stock options during the financial year under review. Further, your Company's equity shares are listed on BSE Ltd.

ANNUALRETURN:

As required under section 134(3)(a) of the Companies Act 2013, the annual return once filed with registrar of companies/MCA shall be placed on the website ofthe Company and can be accessed at https://svcindustriesltd.com/investors/

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo for the financial year under review as required to be given under Section 134(3)(m)ofthe Companies Act, 2013 and Rule 8(3) ofthe Companies (Accounts) Rules, 2014 is not applicable to the Company.

FOREIGN EXCHANGE EARNINGS & OUTGO:

The Company has not utilized any foreign exchange and has not earned any foreign exchange during the financial year ended March 31, 2024.

CORPORATE SOCIAL RESPONSIBILITY:

The Provision with respectto Corporate Social Responsibility is not attracted to the Company.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions ofthe Companies Act 2013 and the Articles of Association ofthe Company, Mr. Ambuj Chaturvedi (DIN: 05003458), Director ofthe company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The brief resume/details about Mr. Ambuj Chaturvedi (DIN: 05003458) is given in the Notice of the ensuing AGM sent to the shareholders along with theAnnual Report. Mr. Anoop Gupta was appointed as the Independent Director at the Board Meeting held on 27th May, 2024 subject to approval by the shareholders. The candidature of Mr. Anoop Gupta is proposed for appointment as IndependentDirectorattheensuingAnnual General Meeting.

Ms. Vrushali Darji resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. 23^rd October,2023. To fulfill the casual vacancy, the Company appointed Mrs. Jyoti Darade as the Company Secretary and Compliance Officer at the Board Meeting held on February 14,2024.

As on date 31 March 2024, the Company has Mr. Suresh Chaturvedi, Mr. Subhash Chandra Rastogi, Mr. Advait Chaturvedi, Mr. Ambuj Chaturvedi& Ms. Sonal Jitendra Waghelaas Directors of the Company. Mr. Kapil Chaturvedi, Manager and CFO of the Company.

None of the Directors ofthe company are disqualified for being Directors as specified 164 under Section of the Companies Act, 2013. Report from Independent Company Secretary in Practice is attached as Certificate of Non-Disqualification of Directors.

STATEMENT ON DECLARATION BY AN INDEPENDENT DIRECTOR (S) AND RE -APPOINTMENT, IF ANY:

All the Independent Directors have given a declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and affirmed compliance with Wadia Code of Ethics and Business Principles as required under Regulation 25 of Listing Regulations.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them forthe purpose of attending meetings ofthe Company.

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfill the conditions of independence as specified in the Act and Listing Regulations and are independent ofthe management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of theAcL

COMPANY'S POLICYONDIRECTOR'SAPPOINTMENTAND REMUNERATION

In accordance with the provisions of the Section 178 of the Companies Act, 2013 read along with the applicable Rules thereto and regulation 19 of the SEBI LODR, the Company has constituted Nomination and Remuneratbn Committee and has formulated "Nomination and Remuneration Policy" containing Criteria for determining the qualifications, positive attributes, independence of a director and other matters provided under section 178(3) ofthe Companies Act, 2013 for selection of any Director, Key Managerial Personnel and Senior Management Employees.

The said policy ofthe Company is directed towards rewarding performance, based on the review of achievements on a periodic basis. The Board of Directors has approved a Nomination and Remuneration policy and the same is available on the website of the company at https://svcindustriesltd.com/policies/.

The details pertaining to the composition of the Nomination and Remuneration Committee are included in the Corporate Governance Report, which forms part of this Report.

ANNUAL EVALUATION

The Nomination and Remuneration Committee (NRC) has approved a framework / policy for performance evaluation of the Board, Committees ofthe Board, and the individual members ofthe Board (including the Chairperson) which includes criteria for performance evaluation, which is reviewed annually by the Committee. A questionnaire for the evaluation of the Board, its committees and the individual members ofthe Board (including the Chairperson), designed in accordance with the said framework and covering various aspects ofthe performance ofthe Board and its Committees, including composition and quality, roles and responsibilities, processes and functioning, adherence to Code of Conduct and Ethics and best practices in Corporate Governance as mentioned in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017 was circulated to the Directors. Pursuant to the provisions of the Act and SEBI LODR and based on policy devised by the Committee, the board has carried out annual evaluation of its own performance, its committees and individual directors. The board performance was evaluated on inputs received from all the Directors after considering criteria as mentioned aforesaid. The performance ofthe Committees was evaluated by the Board of Directors on inputs received from all the Committee Members after considering criteria as mentioned aforesaid. Pursuant to SEBI LODR, performance evaluation of independent director was done by the entire Board, excluding the independent director being evaluated. The performance evaluation of non-independent directors and the board as a whole and Chairman of the Board was also carried out by the Independent Directors ofthe Company through separate meeting of independent directors held on February 14,2024.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, 4 (Four) Board Meetings were conveyed and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

COMMUTE E OF THE BOARD

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

The details of the Committees along with heir composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD -1 (SS-1) AND SECRETARIAL STANDARD - 2(SS- 2)

The Directors have devised a proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The company has complied with SS-1 andSS-2.

AUDIT COMMITTEE:

The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting processes, reviewing the Company's established systems and processes for internal financial controls, governance and reviewing the Company's statutory and internal audit activities. The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. TheAudit Committee at the Board Meeting held on 14th February, 2024 was re-constituted by including Mr. Advait Chaturvedi in place of Mr. Suresh V, Chaturvedi The Audit Committee consist of Mr. Subhash Chandra Rastogi as a chairman, Ms. Sonal Waghela and Mr. Advait Chaturvedi as a Member. This Committee has been constituted as per terms or provisions of the Companies Act and under regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. During the financial year under review the Committee met 4 (Four) times.

STAKEHOLDER RELATIONSHIP COMMITTEE:

Your Company believes that its members are amongst its most important stakeholder. The Stakeholder Relatbnship Committee was reconstituted at the Board Meeting held on 27th May, 2024, by inducing Mr. Ambuj Chaturvedi and retiring Mr. Suresh V. Chaturvedi. The Stakeholder Relationship Committee of the Company consists of Mr. Ambuj Chaturvedi as Chairman, Mr. Subhash Chandra Rastogi and Mr. Advait Chaturvedi as a Member. During the year under review, the Stakeholders Relationship Committee met for 12 (twelve) times.

NOMINATION AND REMUNERATION COMMITTEE:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personal and their remuneration. The Nomination and Remuneration Committee at the Board Meeting held on 14th February, 2024 was re-constituted by inducing Mr. Advait Chaturvedi in place of Mr. Suresh V. Chaturvedi. The Nomination and Remuneration Committee consist of Mr. Subhash Chandra Rastogi as a Chairman, Ms. Sonal Waghela and Mr. Advait Chaturvedi as a Member. This Committee has been constituted as per terms or provision of the CompaniesAct and under regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. During the financial year under review the Committee met 3 (Three) times.

MEETING OF INDEPENDENT DIRECTOR:

During the Financial year 2023-24, one meeting of independent director was held on 14 February 2024. The Independent Directors Mr. Subhash Chandra Rastogi and Ms. Sonal Waghela met without the attendance of Non-Independent Directors and the members of the Management. The Independent Directors, inter alia, reviewed the performance of Non- Independent Directors and the Board as a whole; the performance of the Chairman of the Company and assessed the quality, quantity, and timeliness of flow of information between the Company Management and the Board that is necessary forthe Board to perform their duties effectively and reasonably.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blower can raise concerns relating to Reportable Matters (as defined in the policy) such as breach of Code of Conduct, fraud, bribery, corruption, employee misconduct illegality, health & safety, environmental issues and wastage/mis- appropriation of bank funds/assets, etc. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provides for adequate safe guards against victimization of Whistle Blower, who can avail such mechanism and has direct access to the Chairman of the Audit Committee, in exceptional cases.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee of the Board. The details of the Whistle Blower Policy are available on the website of the Company i.e. www.svcindustriesltd.com.

CONTRACT 1ARRAGEMENT WITH RELATED PARTIES:

All related party transactions that were entered during the financial year were in ordinary course of the business of the Company and were on arm's length basis. There are no materially significant related party transactions made by the Company with Promoters,

Directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company. The policy on materiality of Related Party T ransactions is uploaded on the website of the Company.

RISK MANAGEMENT:

Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Board is entrusted with the responsibility to assist in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place, capable of addressing those risks.

DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED

This provision is not applicable to the Company.

SECRETARIAL AUDIT REPORT:

Pursuant to provisions of section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ranjeet Kumar Sharma & Associates, a practicing Company Secretaries in practice to undertake the Secreta rial Audit of the Company for thefinancial year 2023-24. The report of the Secretarial Audit is annexed herewith asAnnexure"A".

SECRETARIAL COMPLIANCE REPORT:

While the Annual Secretarial Audit shall cover a broad check on compliance with all laws applicable to the entity, listed entities shall additionally, on an annual basis, require a check by the Company Secretary in Practice on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder, consequent to which, the Company Secretary in Practice shall submit a report to the listed entity in the manner specified in the SEBI Circular No. CIR/CFD/CMD1 /27/2019 dated February 08,2019. Your Company hasappointed Ranjeet Kumar Sharma & Associates, a practicing Company Secretaries in practice to give Secretarial Compliance Report of the Company. The observations and comments given by the Secretarial Auditor are provided in Secretarial compliance Report attached herewith as "Annexure B". and the same is submitted to Stock Exchange within the prescribed due date.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion andAnalysis Report for thefinancial year2023-24, as stipulated under Regulation 34(2 )(e) of the SEBI (Listing obligations and Disclosure Requirements)Regulatbns, 2015 (hereinafter referred to as "the SEBI LODR''),is presented in a separate section forming part of Directors'report isasAnnexure"C".

MANAGERIAL REMUNERATION:

The information as required under Section 197(12) of the Act read with Rule 5(1) and 5 (2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in An nexure‘‘D" forming part of this report.

FRAUD REPORTING:

There were no frauds reported by the Auditors under provisions of Section 143(12) of the Companies Act 2013 and rules made thereunder.

DIRECTORS' RESPONSIBILITY STATEMENT:

As required u/s 134(5) of the Companies Act 2013, the Directors confirm that;

I. In the preparation of the annual accounts for the year ended 31‘March 2024, the applicable accounting standards have been followed along with explanation relating to material departures;

II. They have selected such accounting policies and applied them consistently except for the non-provision of interest on all secured loans as mentioned in Note No 29 forming part of the Balance Sheet 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 as on 3TMarch 2024;

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the CompaniesAct 2013for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

I. The Directors have prepared the annual accounts forthefinancial year ended 31 "March, 2024 on a going concern basis.

II. They have laid down 'internal financial controls' to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

III. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were nofunds which were required to be transferred to Investor Education and Protection Fund (IEPF).

CORPORATE GOVERNANCE:

The Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance, in terms of Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with. A separate report on Corporate Governance is being incorporated as a part of the Annual Report along with a certificate from the Auditors of the Company regarding Compliance of the conditions of Corporate Governance which is annexed to the Directors' Report.

RECONCILIATION OF SHARE CAPITALAUDIT REPORT:

As directed by the Securities and Exchange Board of India (Depositories and participants) Regulations,1996, Reconciliation of Share Capital is being carried out at the specified periodicity by the practicing Company Secretary. The findings of the Reconciliation of Share Capital Audit a re regularly taken at the Board Meeting, besides submitting ittotheBSE Limited.

CODE OF CONDUCT:

The Board has adopted, the Code of Ethics and Business for the Non-Executive Directors as also for the employees and other members of Senior Management. The said code has been communicated to all the Directors and Members of the Senior Management. Board members and senior management personnel have affirmed compliance with the Code for the financial year 2023-24.

CEO / CFO CERTIFICATION:

As there is no CEO in the Company, CFO of the Company, Mr. Kapil Chaturvedi has certified to the Board of Directors, inter alia, the accuracy of financial statements and adequacy of internal controls for the financial reporting as required under Regulation 17(8) of the Listing Regulations for the year ended 31 stMarch, 2024.

INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 and Companies Act, 2013 with a view to regulate trading insecurities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares beyond threshold limits. Further, it 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 disclosures obtained underthe code are submitted to the BSE Limited, from time to time. The Company regularly follows the system of ShareTrading Window mechanism as perthe Insider Regulation.

LISTING OF SECURITIES

The Equity shares of the Company are listed on the Bombay Stock Exchange Limited.

DEMATERIALISATION OF SHARES:

As part of its efforts to provide better investor services, your Company has admitted its equity in the Depository System of the National Securities Depositories Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) since 07.03.2000 and 23.03.2000 respectively and has offered investors the facility to hold the shares in electronic form and enter into script less trades. Your Company has always paid utmost attention to improve investor's relationship. As on March 31, 2024 approximately 88.23% of the total shares of the Company has already been dematerialized.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND RED RESSAL)

The Company is committed and dedicated in providing a healthy and harassment free work environment to every individual of the Company, a work environment that does not tolerate sexual harassment. We highly respect the dignity of everyone involved at yourwork place, whether they are employees, suppliers orour customers. We require all employees to strictly maintain mutual respect and positive attitude towards each other. The said policy is available on the Company's website and the web link thereto is https://svcindustriesltd.com /policies/. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Women at Workplace (Prevention, Prohibition and RedressalJAct, 2013.

Numberof complaints pending as on the beginning of the financial year - Nil

Numberof complaints filed during the financial year-Nil Number of complaints pending attheend of the financial year-Nil

DISCLOSURES WITH RESPECTTODEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOU NT:

The Company does not have any of its securities lying in demat suspense account / unclaimed suspense account / Suspense Escrow account arising out of public /bonus / rights issue / expiration of period of 120 days from date of issuance ofLetter of Confirmation' by the RTA in terms of SEBI Circular No. SEBI / LAD- NRO / GN / 2022 / 66 dated 24 January 2022 read with SEBI Circular No SEBI / HO / MIRSD/MIRSD_RTAMB/P/CIR/ 2022 / 8 dated 25 January, 2022 in matters w.r.t. issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate; endorsement; subdivision/splitting of securities certificate; consolidation of securities certificates /folios; transmission and transposition received from the shareholder / claimant. Hence, providing particulars relatingto aggregate numberof shareholders and outstanding securities in suspense account and other related matters are not required.

DETAILES OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no application was made or proceeding initiated against the Company under the insolvency and bankruptcy Code, 2016 nor any such proceeding was pending atthe end of the financial year under review.

SHIFTING OF REGISTERED OFFICE:

The Registered office of the Company was shifted to 501, OIA House, 470 Cardinal Gracious Road, And heri (East), Mumbai-400 099 w.e.f from 27th May, 2024foroperational Convenience

ACKNOWLEDGEMENT:

Your Directors would like to place on record their sincere thanks for the co-operation and support received from various agencies of the Central and State Governments, all Shareholders and Creditors.

Your Directors also take this opportunity to place on record their appreciation of the dedication and sense of commitment shown by the officers and employees of the Company at all levels.