The Directors take pleasure in presenting the 29th Annual Report along with Audited Financial Statements of
your Company for the Financial Year ended 31 st March, 2024.

FINANCIAL HIGHLIGHTS:

The financial performance of the Company, for the year ended 31st March, 2024 is summarized below:

(Amount in lakhs)

FINANCIAL PERFORMANCE:

The Company has not generated any income during the year under review as compared to Rs. 11.51 (in lakhs)
in the previous year. During the year under review, the Company has incurred a loss of Rs. 23.74 (in lakhs) as
compared to previous year profit of Rs. 23.31 (in lakhs).

DIVIDEND:

Owing to losses incurred, no Dividends are recommended for the year under review.

TRANSFER TO RESERVES:

There was no amount transferred to general reserves during the year under review.

NATURE OF BUSINESS AND CHANGES THEREIN:

The Company was engaged in the business of manufacturing, dealing, import and export of all kinds of industrial
products.

However during the year under review, after the change in Management of the Company the nature of business
was altered/changed to business of jewellery along with purchasing, selling and trading in all agricultural and
horticultural and agro based products.

SHARE CAPITAL:

The Authorised Share Capital of the Company is Rs. 20,00,00,000/- (Rupees Twenty Crores only) that is divided
into 2,00,00,000 (Two Crore only) Equity Share of Rs. 10/- (Rupees Ten only) each.

Presently, the Issued and Paid-up Share Capital of the Company is Rs. 3,92,90,000 /- (Rupees Three Crore
Ninety Two Lakhs Ninety Thousand only) divided in to 39,29,000 (Thirty Nine Lakh Twenty Nine Thousand)
Equity Shares of Rs. 10/- (Rupees Ten only) each and Forfeited shares of Rs. 30,06,000 (Rupees Thirty Lakhs
Six Thousands divided in to 12,02,400 (Twelve Lakh Two Thousand Four Hundred) Equity shares of Rs. 2.5/-
(Rupees Two. Five) each aggregating to Rs 4,22,96,000 (Rupees Four Crores Twenty Two Lakh and Ninety
Six Thousand). There were no changes in share capital of the Company during the period under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF
THE FINANCIAL YEAR AND DATE OF REPORT:

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

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY:

The Company has no subsidiary or associate company. Further, the company has not entered into any joint
venture.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuing basis. The company has been addressing various risks impacting the
company and the policy of the company on risk management is provided elsewhere in this annual report in
Management Discussion and Analysis.

PUBLIC DEPOSIT:

During the year under review, your Company has not accepted any public deposits in terms of Section 73 of
the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and is therefore not
required to furnish information in respect of outstanding deposits under and Companies (Acceptance of
Deposits) Rules, 2014.

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 properly 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 procedures commensurate with its size and nature of its business.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year there are no such details which are required to be disclosed in terms of provisions of Section
188(1) of the Companies Act, 2013, accordingly the requirement to disclose in Form AOC - 2 is not required.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of the loans made by the Company to other body corporate or entities are given in notes to financial
statements.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONAL:

Your Company has a broad-based Board of Directors with composition of Non-Executive, Executive and
Independent Director in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 as well as the Companies Act, 2013. The composition of Board of Directors as on March 31, 2024 is as
follows:

The list of Directors & Key Managerial Person of the Company as on March 31, 2024 is as follows:

Mr. Anil Babubhai Mehta (DIN: 02979904) - Managing Director

Mr. Rajesh Kumar Kothari (DIN: 10174698) - Non Executive Independent Director

Mr. Pankaj Sunder Jain (DIN: 03512503) - Non Executive Independent Director

Mrs. Nikita D. Kothari (DIN: 07780991) - Non Executive Non Independent Director

During the financial year:

Mr. Anil Babubhai Mehta (DIN: 02979904) has been appointed as a Non-Executive Director w.e.f. 09/11/2023,
however his designation has changed from Non-executive director to Executive Director and then being
appointed as a Managing Director of the Company w.e.f 10/02/2024.

Mrs. Nikita D. Kothari (DIN: 07780991) has been appointed as a Non-Executive Non Independent Director w.e.f.
09/11/2023.

Mr. Rajesh Kumar Kothari (DIN: 10174698) has been appointed as a Non-Executive Independent Director w.e.f
08/12/2023.

Mr. Pankaj Sunder Jain (DIN: 03512503) has been appointed as a Non-Executive Independent Director w.e.f
18/08/2023.

Mr. Mukesh Kumar has been appointed as Chief Financial Officer w.e.f 09/11/2023 and resigned w.e.f
10/02/2024.

Mr. Shiv Pratap Singh has resigned from the post of Chief Financial Officer w.e.f 08/11/2023.

Mr. Radheshyam Lahoti (DIN: 00755363) has resigned from the post of Managing Director w.e.f 11/12/2023.

Ms. Jyoti Kasat (DIN: 07143575) has resigned from the post of Non-Executive Non Independent Director w.e.f
11/12/2023.

Mr. Avijit Vasu (DIN: 09209383) has resigned from the post of Non-Executive Independent Director w.e.f
11/12/2023.

Ms. Deepali Tukaram Pendhari (A69886) has resigned from the post of Company Secretary and Compliance
Officer w.e.f 13/02/2024.

Post the financial year following changes have occurred

Ms. Shivanshi Mishra has been appointed as a Company Secretary and Compliance Officer w.e.f April 05, 2024
and resigned w.e.f August 31, 2024.

Mrs. Mamta Nilesh Kothari has been appointed as Chief Financial Officer of the Company w.e.f May 09, 2024.

Mr. Prateek Kulkarni has been appointed as an Additional Director (Non-Executive Independent Director) of the
Company w.e.f July 03, 2024 and resigned w.e.f September 04, 2024.

Mr. Pranam Harish Mehta (DIN: 05154693) has been appointed as a Non-Executive Independent Director w.e.f
September 04, 2024.

None of the Directors are disqualified from being appointed as the Director of the Company in terms of Section
164 of the Companies Act, 2013. The Company has received declarations from Independent Directors of the
Company stating that they have meet criteria of independence as mentioned under Section 149(6) of the
Companies Act, 2013.

In the opinion of the board, the independent directors possess the requisite expertise and experience and are
the person of integrity and repute. They fulfill the Conditions specified in the Companies Act, 2013 and the rules
made thereunder and are independent of the management.

Further, all the independent directors on the Board of the Company are registered with the Indian Institute of
Corporate Affairs, Manesar, Gurgaon (“IICA”) as notified by the Central Government under Section 150(1) of
the Companies Act, 2013. Your Board confirms that the independent directors fulfil the conditions prescribed
under the SEBI Listing Regulations, 2015 and they are independent of the management.

DIRECTOR RETIRING BY ROTATION:

Pursuant to Section 152 of the Companies Act, 2013 and in terms of Memorandum and Articles of Association
of the Company, Mrs. Nikita D. Kothari (DIN: 07780991), Non-Executive Non Independent Director of the
Company, retires by rotation at the ensuing AGM and, being eligible, offers herself for re-appointment. A Profile
of Nikita D. Kothari (DIN: 07780991), as required by regulation 36(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is given in the Notice convening the forthcoming AGM.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the declaration from all the Independent Directors confirming that they meet the
criteria as set out in the provisions of Section 149(6) of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Further, the familiarization program for
Independent Directors is also available on website of the Company.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the
Chairman and Non-Independent Director was also carried out by the Independent Directors.

MEETING OF INDEPENDENT DIRECTORS:

A meeting of the Independent Directors was held on August 21, 2023 pursuant to Section 149(8) read with
Schedule V to the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year ended March 31, 2024, 4 meetings of the Board of Directors were conducted on May
27, 2023 ; August 14, 2023; November 09, 2023; February 10, 2024 The provisions of the Companies Act, 2013
and Secretarial Standards were generally adhered to while conducting meetings. All the information required to
be furnished to the Board was made available to them along with detailed Agenda notes. The name and the
categories of the directors on the Board, their attendance at the board meeting held during the year and then
number of directorship and committee chairmanship/membership held by them in other Companies are given
herein below:

The composition of the Audit Committee for the financial year 2023-24 comprises of the following members:

The Committee held 4 meetings during the year.

2. Stakeholder’s Relationship Committee

The Company’s Stakeholders’ Relationship Committee is constituted pursuant to Section 178 (5) of the Act and
Regulation 20 of the (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The composition of the Stakeholders Relationship Committee for the financial year 2023-24 comprises of the
following members:

3. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of
Section 178 of the Act read with Regulation 19 of SEBI Listing Regulations.

The Nomination and Remuneration Committee for the financial year 2023-24 comprises of the following
members:

COMPANIES POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Remuneration policy of the Company comprises inter alia the aims and objectives, principles of
remuneration, guidelines for remuneration to Executive and Non-Executive Directors and Key Managerial
Personnel and criteria for identification of the Board Members and appointment of Senior Management.

ANNUAL EVALUATION OF THE BOARD:

The Company with the approval of its Nomination and Remuneration Committee has put in place an evaluation
framework for formal evaluation of performance of the Board, its Committees and the individual Directors. The
evaluation was done through questionnaires, receipt of regular inputs and information, functioning, performance
and structure of Board Committees, ethics and values, skill set, knowledge and expertise of Directors,
leadership etc. The evaluation criteria for the Director’s was based on their participation, contribution and
offering guidance to and understanding of the areas which are relevant to them in their capacity as members of
the Board.

CERTIFICATE FROM PRACTISING COMPANY SECRETARY UNDER SCHEDULE V (C) (10) (I) OF SEBI
(LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

The Certificate from the Practicing Company Secretary as per Schedule V (C) (10) (i) of SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015 certifying that none of the directors on the board of the
company have not been debarred or disqualified from being appointed or continuing as directors of companies
by the Board/Ministry of Corporate Affairs or any such statutory authority is forming part of the Annual Report
as Annexure-3.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise and report
genuine concerns relating to reportable matters such as breach of code of conduct, fraud, employee
misconduct, misappropriation of funds, health and safety matters etc. the mechanism provides for adequate
safeguards against victimization of Whistle Blower who avail of such mechanism and provides for direct access
to the chairman of the Audit Committee. The functioning of the Whistle Blower policy is being 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. During the year no such instance took place.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which are required by the Statutory Auditors to
report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your
Directors confirm that:-

a. in the preparation of the annual accounts for the financial year ended March 31, 2024 the applicable
accounting standard had been followed along with proper explanation relating to material departures.

b. the directors had selected such accounting policies and applied them consistently and made judgments and
estimates that were 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 and of the profit and loss of the Company for the year under review.

d. the directors had prepared the accounts for the financial year ended March 31, 2024 on a going concern
basis.

e. the directors had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.

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

CORPORATE GOVERNANCE:

In terms of Regulation 15 (2) of SEBI Listing Regulation, 2015, compliance relating to Corporate Governance,
is not applicable to your Company as the paid-up share capital is not exceeding Rs. 10 crores and net worth
not exceeding Rs. 25 crores on the last day of the previous financial year. Further, the Company is also filing
Non-Applicability of Certificate of Corporate Governance under Regulation 27 of (Listing Obligations and
Disclosure Requirements) Regulations, 2015 with the exchange.

STATUTORY AUDITOR AND AUDIT REPORT:

In accordance with Section 139(8) of the Companies Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force and
pursuant to the recommendation made by the Audit Committee and Board of Directors through resolution
passed on September 04, 2024, M/s. Bakliwal & Co, Chartered Accountants (Firm Registration No. 130381W)
are hereby appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the
resignation of M/s Patel Kabrawala and Co, Chartered Accountants w.e.f. August 09, 2024.

M/s. Bakliwal & Co, Chartered Accountants (Firm Registration No. 130381W) are hereby appointed as the
Statutory Auditors of the Company, to hold office for a period of five years from the conclusion of this Annual
General Meeting till the conclusion of the 33^rd Annual General Meeting of the Company to be held in the year
2029, at such remuneration as may be decided by the Board of Directors of the Company (or any committee
thereof) in consultation with the Statutory Auditors.

The Reports of the previous/erstwhile Statutory Auditor on the Financial Statements of the Company for the
financial year 2023-24 is forming part of this Annual Report. The statutory auditors have submitted an
unmodified opinion on the audit of Financial Statements for the year 2024 and there is no qualification,
reservation, adverse remark or disclaimer given by the Auditors in their Report and therefore the same does
not call for any further comments/explanation from the Directors.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company, has appointed
Kothari H. & Associates, Practicing Company Secretaries as Secretarial Auditor to conduct the Secretarial Audit
of the Company for the financial year ended March 31, 2024.

The Secretarial Audit Report is annexed and detailed in Annexure 1 to this report here with. The qualifications
provided in the report are self-explanatory and along with explanation of Board.

COST RECORDS/COST AUDITOR:

The Company is not required to maintain cost records and conduct cost audit in accordance with Section 148(1)
of the Act read with Rule 3 of the Companies (Cost Record and Audit) Rules, 2014 as the business of the
Company is not covered under the said rules and limits.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP’s) /
EMPLOYEES:

Disclosures of the ratio of the remuneration of each director to the median employee’s remuneration and other
details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as

Annexure 2.

During the year under review, there are no employees who comes within the purview of section 134 (3)(q) of
the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuing basis. The company has been addressing various risks impacting the
company and the policy of the company on risk management is provided elsewhere in this annual report in
Management Discussion and Analysis.

ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for F.Y. 2023-24 shall be available on Company’s website at
www.servotechengineering.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company does not meet any of the criteria laid down in Section 135 of Companies Act, 2013 and therefore
is not required to comply with the requirements mentioned therein.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:

Conservation of energy and technology absorption information pursuant to section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable.

The details of Foreign Exchange Earnings and Outgo during the year are as follows:

SECRETARIAL STANDARDS:

The Company complies with all the Secretarial Standards.

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).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations is presented in
a separate section forming part of this Annual Report. It provides details about the overall industry structure,
global and domestic economic scenarios, developments in business operations/performance of the Company’s

MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS:

No material orders were passed by any Judicial Bodies or Regulator against the Company.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and functions are systematically addressed through
mitigating actions on a continuing basis. The company has been addressing various risks impacting the
company and the policy of the company on risk management is provided elsewhere in this annual report in
Management Discussion and Analysis.

ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for F.Y. 2023-24 shall be available on Company’s website at
www.servotechengineering.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company does not meet any of the criteria laid down in Section 135 of Companies Act, 2013 and therefore
is not required to comply with the requirements mentioned therein.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:

Conservation of energy and technology absorption information pursuant to section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable.

The details of Foreign Exchange Earnings and Outgo during the year are as follows:

SECRETARIAL STANDARDS:

The Company complies with all the Secretarial Standards.

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).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations is presented in
a separate section forming part of this Annual Report. It provides details about the overall industry structure,
global and domestic economic scenarios, developments in business operations/performance of the Company’s

MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS:

No material orders were passed by any Judicial Bodies or Regulator against the Company.

IBC CODE & ONE TIME SETTLEMENT:

There is no proceeding pending against the company under the Insolvency and Bankruptcy Code, 2016 (IBC
Code). There has not been any instance of one-time settlement of the company with any bank or financial
institution.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDREMSSAL) ACT, 2013:

The Company believes in creating an environment for its employees, which is free from discrimination. The
Company culture embraces treating everyone with dignity and respect and believes in equality irrespective of
the gender of an employee. The Company is committed to take progressive measures to increase
representation of women particularly at leadership level. During the year there are no such complaints and
therefore not required to be reported.

ACKNOWLEDGEMENT:

Your Board takes this opportunity to place on record our deep appreciation to our Shareholders, Customers,
Business Partners, Vendors, Bankers, Financial Institutions, Stock Exchange, Regulatory and Government
Authorities and other Stakeholders at large for all support rendered during the year under review. We strive to
build rewarding relationships with our stakeholders - clients, employees, shareholders, business partners,
communities and regulators - for achieving our long-term vision aligned with our stakeholders’ interests.

The Directors also thank the Government of India, Governments of various states in India and concerned
Government departments and agencies for their co-operation. The Directors hereby acknowledge the
dedication, loyalty, hard work, cooperation, solidarity and commitment rendered by the employees of the
Company and their families during the year.

For and on behalf of the Board

Sd/- Sd/-

Anil Mehta Nikita D. Kothari

Managing Director Director

(DIN: 02979904) (DIN: 07780991)

Place: Mumbai

Date: September 04, 2024

1

For the purpose of considering the limit of committee memberships and chairmanships of a Director, Audit
Committee and Stakeholders Relationship Committee of public limited companies have been considered for
the Financial 2023-24.

Committees of Board:

1. Audit Committee

The Audit Committee of the Company was constituted in line with the provisions of Section 177 of the
Companies Act, 2013 read with Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015.