SVP Global Textiles Ltd

DIRECTOR'S REPORT

To,

The Members of

SVP GLOBAL TEXTILES LIMITED

Your Directors take pleasure in presenting the 42^nd Annual Report of your Company, together with the Standalone and Consolidated Audited Financial Statements for the year ended March 31, 2024.

1. FINANCIAL RESULTS

2. FINANCIAL PERFORMANCE

Standalone Results:

For the period under review (FY 2023 -24), the turnover of the Company was Rs.3.12 Crores as against Rs. 59.56 Crores in the previous Financial Year. The Net loss after tax was Rs 123.36 Crore as against net loss Rs. 9.60 Crores in the previous financial year

Consolidated Results:

For the period under review (FY 2023-24), the turnover of the company was Rs. 301.93 Crores as against Rs. 952.99 Crores in the previous Financial Year. The Net loss after tax was Rs 431.95 Crore as against net loss Rs. 233 Crores in the previous financial year.

3. INDIAN ACCOUNTING STANDARDS (Ind AS)

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standard (‘IND AS") from 1 April, 2017. The financial statement of the Company for the financial year 2023-24 have been prepared in accordance with Ind As, prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 and the other recognized accounting practices and policies to the extent applicable.

4. DIVIDEND

During the year, the Board of Directors does not declare any Dividend .

5. DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") is available on the website of the Company viz: https://www.svpglobal.co.in/REPORTS/corporate%20governance/Dividend-Distribution-Policy.pdf

6. TRANSFER TO RESERVES

During the financial year, there was no amount proposed to transfer to the Reserves.

7. INVESTMENTS

The Book value of the unquoted investments for the year under review is Rs. 48,16,780/-

8. SHARE CAPITAL

Authorised Capital

The Authorised Capital of the Company as on 31.03.2024 was Rs. 21.25 Crores. During the year under review, the Company has not increased its Authorised Capital.

Paid-up Capital

The paid up Equity Share Capital as on March 31, 2024 was Rs. 12.65 Crores. During the year under review, the Company has not increased its paid up capital.

9. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the Act and the Listing Regulations. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.

As on March 31, 2024, the Company has Six (6) Directors consisting of Four (3) Independent Directors, One (1) Non-Executive Director and One (2) Executive Director. In terms of Section 2(51) and Section 203 of the Companies Act, the following are the Key Managerial Personnel (KMP) of the Company:

• Mr. Ashok Kumar Pittie - Chief Financial Officer Appointed w.e.f : 30.05.2024

• Mrs. Urmi Chhapariya Company Secretary and Compliance Officer

• Mr. O.P Gulia Chief Executive Officer

Appointment/Resignations from the Board of Directors & Key Managerial Personnel

During the year under review Mrs. Prima Denish Parmar has appointed as Independent Woman Director of the Company.

During the year under review Mr. Naval Mishra has appointed as Independent Director of the Company.

During the year under review Mr. Gopal Lohia has appointed as an Executive Director of the Company.

During the year under review Mr. Prakash Lavji Vaghela has appointed as Independent Director of the Company

During the year under review Mrs. Urmi Chhapariya has appointed as Company Secretary and Compliance officer of the Company.

During the year under review Mr. Benitto Kumar Nadar has appointed as Chief Finance Officer of the Company.

Woman Director

Your Company's Board is represented by One Woman Director Mrs. Prima Denish Parmar.

Directors Retiring by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Chirag Pittie (DIN: 00117368) retires by rotation as Director of the Company in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his appointment.

10. BOARD EVALUTION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, the Board has carried out an annual performance evaluation of its own performance, of all Director's individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board. At the meeting of the Board, all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various Committees, were discussed in detail. A structured questionnaire each, for evaluation of the Board, its various Committees and individual Directors, was prepared and recommended to the Board by the Nomination & Remuneration Committee, for doing the required evaluation, after taking into consideration the input received from the

Directors, covering various aspects of the Board's functioning, such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance, etc. 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, independence of judgement, safeguarding the interest of the Company and its minority Shareholders, etc. The performance evaluation of the independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and non-independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation process.

A separate meeting of Independent Directors was convened on 29^th March, 2024, to discuss the following :

(i) Review the performance of Non-Independent Directors and the Board as a whole;

(ii) Review the performance of the Chairman of the Company, taking in to account the views of Executive Directors and Non-Executive Directors;

(iii) Assess 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.

All Independent Directors were present at the Meeting and discussed the above and expressed their satisfaction.

DIRECTORS

Pursuant to the SEBI regulations, the Company has worked out a Familiarization programme for the Independent Directors, with a view to familiarize them with their role, rights and responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc.

Through the Familiarization programme, the Company apprises the Independent Directors about the business model, corporate strategy, business plans and operations of the Company. Directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarized with Company's vision, core values, ethics and corporate governance practices.

Details of Familiarization programme of Independent Directors with the Company are available on the website of the Company www.svpglobal.co.in

12. NUMBER OF BOARD MEETINGS HELD

During the year under review, (9) Nine Board Meetings were convened and held. The details thereof are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

a) Statutory Auditors

The Company has appointed M/s Joshi & Shah, Chartered Accountants, (FRN: 144627W) as a statutory auditor of the Company from F.Y. 2023 - 24 to 2027 - 28. M/s Joshi & Shah, have resigned w.e.f. 12^th August, 2024 as Statutory Auditors of the Company which has caused casual vacancy in the office of statutory auditors of the company and to fill such casual vacancy, the Board of Directors of the Company in their meeting held on August 13, 2024 appointed M/s. Motilal & Associates LLP, Chartered Accountants, (FRN: 106584W/ W100751), as the Statutory Auditors of the Company subject to approval of shareholders upto the 42^nd Annual general Meeting of the Company. Your board has recommended the appointment of M/s. Motilal & Associates LLP, Chartered Accountants, (FRN: 106584W/ W100751),as statutory auditor for the F.Y. 2024-25. Further your board has recommended to appoint M/s. Motilal & Associates LLP, Chartered Accountants, (FRN: 106584W/ W100751) as a statutory auditor of the Company for Four (4) year from F.Y.2025-26 to F.Y. 2028-29.

b) Cost Auditors

M/s. M. Goyal & Co., Cost Accountants (Registration No. 000051) were appointed as the Cost Auditors of the Company to conduct audit of cost records made and maintained by the Company pertaining to products for the Financial Year commencing on 01.04.2023 and ending on 31.03.2024 at a Remuneration plus Service tax & reimbursement of out of pocket expenses as mutually agreed. c) Secretarial Auditors

Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Shravan A. Gupta and Associates (CP No. : 9990, ACS: 27484), Practicing Company Secretary to undertake the secretarial audit of the Company for the year ended 31^st March, 2024. The Secretarial Audit Report is annexed herewith as Annexure I. The Secretarial Audit Report does not contain any adverse qualification, reservation or remark.

d) Internal Auditors

M/s. B.M. Gattani & Co Chartered Accountants (FRN: 113536W) performs the duties of Internal Auditor of the Company and their report is reviewed by the audit committee from time to time.

14. AUDIT OBSERVATIONS

The observation of the Auditors in their report read together with the Notes to Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The auditor's reports do not contain any reservation, qualification and adverse remark for the financial year under review.

15. FIXED DEPOSIT

The Company has neither invited nor accepted any deposits from the public during the period under review. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the period under review.

16. PARTICULARS OF INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186 DETAILS

The Company has given any loan or guarantees covered under the provisions of section 186 of the Companies Act, 2013 within the limit. The particulars of loan, guarantees or Investments have been disclosed in the Standalone Financial Statement.

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 134(3) (c) read section 134(5) of the Companies Act, 2013:

a) That in the preparation of the Annual Accounts for the year ended March 31, 2024; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2024 and of the profit of the Company for that year. c) That the Directors have 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.

d) That the Directors have prepared the Annual Accounts for the year ended March 31, 2024, on a going concern basis.

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial control are adequate and are operating effectively; and

f) That there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18. CORPORATE GOVERNANCE

Your Company has ensured continued compliance of Corporate Governance requirements during the period under review. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders' value. A separate report on Corporate

Governance is enclosed as a part of this Annual Report in Annexure- II. A certificate from the Auditors of the Company regarding compliance with the Corporate Governance norms stipulated, is annexed to the Report on Corporate Governance. Further, the Company regularly submits the Quarterly Corporate Governance Compliance Report to the BSE and NSE.

19. COMMITTEES

The Company has constituted Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee. The details of the committees have been given in the Corporate Governance Report which is integral part of the Board's Report. All the recommendation of the Audit Committee was accepted by the Board. No employee was denied access to the Audit Committee.

20. RELATED PARTY TRANSACTION

All the transactions with related parties are in the ordinary course of business and on arm's length basis. The details of the transactions entered into between the Company and the related parties are given in AOC-2 to this report as Annexure III. Suitable disclosure as required by the IND Accounting Standard (IND AS 24) has been made in the notes to the Financial Statements.

The policy on Related Party Transactions as approved by the Board has been uploaded on the Company's website www.svpglobal.co.in . None of the Directors has any pecuniary relationships or transactions vis-?-vis the Company.

21. DECLARATION BY INDEPENDENT DIRECTORS: {SECTION 134 (3)(D)}

The Independent Directors of the Company are not associated with the Company in any manner as stipulated under Companies Act, 2013 and at the same time possess relevant expertise and experience that are additive to the Board of the Company for delivering higher growth and higher value. Necessary Declarations have been obtained from all the Independent Directors under sub-section (6) of Section 149 of the Companies Act, 2013.

22. SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company operations in future.

23. MATERIAL CHANGES OR COMMITMENTS

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

24. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are authorized, recorded and reported to the Management. The Company is following all the applicable accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal Auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the Company. The Company continues to ensure proper and adequate systems and procedure commensurate with its size and nature of its business.

25. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR

The Company has 7 direct and indirect subsidiaries.

A report on the performance and financial position of subsidiary companies as per Companies Act, 2013 is provided in Annexure IV

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The Information on Conservation of Energy, Technology Absorption and Foreign Exchange earnings and Outgo stipulated under section 134(3)(m) of the Companies act, 2013 read with rule 8 of the Companies (Accounts) rules , 2014, are given in the Annexure V forming part of this reports.

27. PARTICULARS OF EMPLOYEES

There was no employee drawing salary in excess of limits described under Section 134 of the Companies Act, 2013 read with Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014.

28. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and can be accessed at svpglobal.co.in

29. DEMATERIALIZATION

Your Company has connectivity with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the shareholders to trade and hold shares in an electronic/dematerialized form. The shareholders are advised to take benefits of dematerialization.

30. CHANGE IN NATURE OF BUSINESS

There were no changes in the nature of Business during the year ended 31st March, 2024.

31. INSURANCE

All insurable assets of the Company including inventories, warehouse premises etc. are adequately insured.

32. CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135(1) of Companies Act 2013 related to Corporate Social Responsibility is not applicable on the company.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirements of the SEBI (LODR) 2015, the Management Discussion and Analysis Report titled as Management Report for the year under review is presented as Annexure-VI of the Annual Report.

34. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE:

Shravan A. Gupta & Associates, Practicing Company Secretaries, has issued a certificate as required under the Listing Regulations, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed with this section as Annexure VII

35. BUSINESS RESPONSIBILTY AND SUSTAINABILITY REPORT

As on 31^st March 2024, the Company is not falling under top 1000 companies as per market capitalization, therefore the regulation relating to the Business Responsibility & Sustainability Report (BRSR) is not applicable to the company.

36. HUMAN RESOURCES

The well-disciplined workforce which has served the Company for decades in the Company's major achievement and shall well continue for the years to come. Maintenance of a cordial and supportive environment is a pre-requisite for the smooth functioning of any organization. This requires the management and the employees to fully understand and respect each other. On an ongoing basis the management identifies and implements necessary measures to maintain a positive climate and improve performance levels. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company has always recognized talent and has judiciously followed the principle of rewarding performance.

37. BUSINESS RISK MANAGEMENT

Although the Company has long been followed the principle of risk minimization as is the norm in every Industry, it has now become a compulsion. Therefore, the Board of Members were informed about the risk assessment and minimization procedures after which the Board formally adopted step for framing, implementing and monitoring the risk management plan for the Company.

The main objective is to ensure sustainable business growth with stability and to promote a proactive approach in reporting evaluating and resolving risk associated with the business. In order to achieve with the key objectives, the Company adopts a structured and disciplined approach to Risk management, in order to guide decisions on risk related issues.

In today's challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the Company are imperative. The Common risk inter-alia are Regulations, Competitive Business risk, Technology obsolescence, Investments, Retention of talent and Expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, and legal risk. These risks are assessed and steps as appropriate are taken to mitigate the same.

38. NOMINATION & REMUNERATION POLICY

The Company's Remuneration Policy has been disclosed on the website of the Company i.e. https: //www.svpglobal.co.in/pdf/corporategovernance/nominati on-&-remuneration-policy.pdf.

39. 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 no funds which were required to be transferred to Investor Education and Protection Fund (IEPF)

40. WEBSITE OF THE COMPANY

The Company maintains a website www.svpglobal.co.in where detailed information of the Company and its products are provided.

41. 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.

The Code has been placed on the Company's website www.svpglobal.co.in. The Code lays down the standard procedure business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and inparticulars on matter relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with code.

42. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has also complied with the provisions related to constitution of Internal Complaints Committee (ICC) under the said Act to redress complaints received regarding sexual harassment

The following is a summary of sexual harassment complaints received and disposed off during the year.

No. of complaints received. - NIL

No. of complaints disposed off Not Applicable.

There was no case of sexual harassment reported during the year under review.

43. IMPAIRMENT OF ASSETS & CAPITAL WORK-IN-PROGRESS

In compliance with Accounting Standard AS-28 relating to "Impairment of Assets", the Company has reviewed the carrying amount of its fixed assets as at the end of the year based on the strategic plans and such valuation of the fixed assets of the Company on impairment of assets is envisaged at the balance sheet date.

44. CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the company are prepared in accordance with the provisions of section 129 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. This will also be available for inspection by the shareholders at the registered office during the business hours. The audited consolidated financial statement is provided in the Annual Report.

45. LISTING OF SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The listing fee for the year 2023-24 has already been paid to BSE and NSE

46. SECRETARIAL STANDARDS

The Company complies with all applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

47. REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the Auditors i.e. Statutory Auditors, Cost Auditors or Secretarial Auditors have reported, to the Audit Committee or the Board, under Section 143 (12) of the Act, any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

48. DETAILS OF PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, no application was made or proceedings initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceedings was pending at the end of the financial year under review.

49. 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

During the year under review, the Company has not entered into any one-time settlement and therefore the disclosure in this regard is not applicable.

50. ACKNOWLEDGEMENTS :

Your Directors thank the various Government Departments, Organizations and Agencies for the continued help and cooperation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company's wellbeing.