Your Directors take pleasure in presenting their 43^rd Annual Report on the business and operations
of your Company together with the Audited Statement of Accounts, for the year ended March 31,
2024.

Financial Highlights

Summary of the Company’s financial performance for the F.Y. 2023 -2024 and 2022 -2023 is given
below:

Standalone (Lakhs) Consolidated (Lakhs)

Performance Review

The Total Turnover of the Company has increased from ?389.12/- Lakhs to ?2600.00/- Lakhs and
the Company has a net loss of ?. (9.45) Lakhs in the F.Y 2023-2024 as against Previous Year ?.
(113.07) Lakhs. The Company has tied up with UCA Lanka Pvt Ltd as sole representatives for
marketing their products worldwide. The Company has tied up with Basilur Tea Exports Pvt Ltd for
marketing their products worldwide. The Company expects good prospects in coming year.

Human Resources

Your Directors acknowledge and appreciate the sincere and devoted services & contribution
rendered by the highly committed officers placed at the various level of operation of the Company.

Buy-back / Sweat Equity / Bonus Shares

The Company has neither bought back its shares or has issued any sweat equity or Bonus shares
during the year under review.

Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the Employees.

Dividend

In view of the planned business growth, your directors deem it proper to conserve the funds of the
Company for its activities and therefore, have not recommended any dividend on equity shares for
the Financial Year ended March 31, 2024.

Fixed Deposits

The Company has neither accepted nor renewed any fixed deposit during the year. There are no
unclaimed deposits, unclaimed / unpaid interest or refund due to the deposit holders or to be
deposited to the Investors Education and Protection Fund as on March 31, 2024

Particulars of Loans, Guarantees and Investment

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements.

Subsidiary and Associate Companies

As on March 31, 2024, the Company has two Associate Companies (Joint Venture) viz., Aussee
Oats Milling Pvt Ltd, Sri Lanka and Aussee Oats India Ltd, India. Pursuant to the provisions of
Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial
statements of the Associates Companies in Form - AOC 1 is annexed to this report.

(i) Aussee Oats Milling (Private) Limited (“Aussee Oats”):- Aussee Oats operates a state-of-
the-art "oats based” breakfast cereals manufacturing facility (EOU - Export Oriented Unit) in
Sri Lanka through a Joint Venture initiative with SVA India Limited. The Company holds 50%
ordinary share of Aussee Oats. Aussee Oats predominantly focuses on manufacturing and
sale of wide range of oats such as flavoured oats, steel cut oats etc. The Company has
ongoing Litigation with the joint venture partner- Future Consumer Limited.

(ii) Aussee Oats India Limited (“Aussee Oats India”)*:- Aussee Oats India is engaged in the
business of selling, importing, primarily oats and oats based products in India. SVA India
Limited holds 50% minus one equity share of Aussee Oats India. The Company has
ongoing Litigation with the joint venture partner.

The policy for determining Material Subsidiary may be accessed on the Company’s website at
http://svaindia.com/pdf/policies2.pdf

Arbitration: The Company is currently involved in arbitration with Future Consumer Limited to
resolve ongoing disputes/Litigation between the two parties.

Return of One (1) Shares of AOI & AOM

SVA India Ltd issued letters requesting the transfer of one share from Future Consumer Limited
(FCL) for Aussee Oats Millings Private Limited (AOM), and one share from FCL Tradevest Pvt Ltd.
to Aussee Oats India Ltd (AOI).

Directors

In terms of the provisions of the Companies Act, 2013, Mrs. Rakhi Gupta, Director of the Company,
is liable to retire by rotation and being eligible, has offered herself for re-appointment, as such. The
Board recommends re-appointment of Mrs. Rakhi Gupta as a Director of the Company.

All the Independent Directors of your Company i.e., Mr. Arun Agrawal and Mr. Aadesh Jain have
duly furnished the required declarations that they meet the criteria of independence as laid down
under section 149(6) of the Companies Act, 2013.

During the year, in terms of the requirement of the Act, the Independent Directors held their
separate meeting, wherein the performance of the Board and that of the Directors was evaluated in
detail. In this very meeting itself, the independent directors thoroughly discussed the quantity, quality
& timeliness of the flow of information between the Company’s management and the Board and
arrived at a view that the same is adequate and sufficient to enable effective decision making of the
Board.

During the period under review, there was appointment of Mr. Abhinav Gupta as a Whole-Time
director and Resignation of Mr. Raghav Gupta as a Whole time Director w.e.f. 23.10.2023.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per section 2(51) and 203 of the
Companies Act, 2013 are as follows:

1. Mr. Raghav Gupta - Whole-time Director; Resigned w.e.f. 23.10.2023

2. Mr. Abhinav Gupta- Whole-time Director; Appointed w.e.f. 23.10.2023

3. Mrs. Rakhi Gupta- Non-Executive Director;

4. Mr. Aadesh Jain- Independent Director;

5. Mr. Arun Kumar Agarwal- Independent Director;

6. Mr. Vinod Gupta - Chief Financial Officer (Appointed on 25/08/2021); and

7. Mr. Bhaviika Jain-Company Secretary (Appointed 01.10.2022)

Performance Evaluation

In terms of the requirement prescribed under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the process
for evaluation of the performance of the entire Board of Directors and that of its Committees and
Individual Directors.

Policy on Directors’ Appointment, Remuneration and other details

The Company’s policy on Directors’ appointment, remuneration and other matters provided in
section 178(3) of the Act has been disclosed in the Corporate Governance Report.

Related Party Transactions

All the transactions entered into with related parties during the financial year under review, were in
the ordinary course of business and on arm’s length basis.

The particulars of contracts and arrangements with aforesaid related parties, in form AOC- 2 is
annexed to this report as Annexure A.

The Policy on related party transaction may be accessed on the Company’s website at the link:
http://svaindia.com/pdf/policies5.pdf

Material Changes and Commitments’

There were no material changes and commitments affecting the financial position of the Company.
Board and Committee Meetings

During the year under review, Seven (7) Meetings of the Board were convened and held. The
Intervening gap between the meetings was within the period prescribed under the Companies Act,
2013.

The functioning of the Board is supplemented by various committees, which have been constituted
from time to time, such as Audit Committee, Stakeholders Relationship Committee, Nomination &
Remuneration Committee and Risk Management Committee. Each of the aforesaid committees has
been constituted in order to ensure due to compliance with the applicable laws and to ensure the
highest level of corporate governance. The minutes of the meetings of each of these Committees
are duly placed before the Board for noting and confirmation.

Audit Committee

The Audit Committee consists of majority Independent Directors. It consists of Directors namely Mr.
Arun Agarwal [Independent Director], Mr. Aadesh Jain [Independent Director] and Mr. Abhinav
Gupta [Whole-time Director] as the members.

During the year, Six (6) meetings of the Audit Committee were held.

Auditors’ of the Company
Statutory Auditors’

In terms of section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors)
Rules, 2014, at the Thirty Eighth Annual General Meeting of the Company, M/s Agrawal Jain &
Gupta, and Chartered Accountants were appointed as the Statutory Auditor of the Company for a
period of five (5) years. The Board of Directors of the Company at their meeting held on August 09,
2024, on the recommendations of the Audit Committee, inter alia considered and subject to the
approval of the shareholders at the ensuing Annual General Meeting approved the appointment of
M/s NBS & CO., Chartered Accountants (Firm Regs. 110100W) as the Statutory Auditors of the
Company who shall hold office from the conclusion of ensuing 43^rd Annual General Meeting until
the conclusion of the 46^th Annual General Meeting (period of 3 years) on such terms and conditions
as determined by the Board from time and time.

Internal Auditors’

M/s VKM & Associates, Practicing Company Secretaries are acting as the Internal Auditors of the
Company. Your Directors recommend their re-appointment/appointment as such for the financial
year 2024-2025 is pending and under review.

Auditor’s Report

The notes to the financial statements referred in the Auditor’s Report are self-explanatory and do not
call for any further comments and clarification from the Board.

Secretarial Auditor and Secretarial Audit Report

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 have
appointed CS Debasish Mukherjee, Practicing Company Secretaries (Membership no. A9680, COP-
5323) as Secretarial Auditors of the Company to conduct the Secretarial Audit for the financial year
2023-2024. The appointment of Secretarial Auditor for the financial year 2024-2025 is yet to appoint
by Board of Directors. The Secretarial Audit Report is annexed to this report as Annexure B.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Energy

The operations of the Company do not consume high levels of energy. Adequate measures have
been taken to conserve energy wherever feasible. Your Company uses latest technology and
energy efficient equipment’s. As cost of energy forms a very small portion of the total cost.

Technology Absorption

The Company uses latest technology and equipment into the business. Further, the Company is not
engaged in any manufacturing activities, most of the information as required under section 134(3)
(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable.

Foreign Exchange Earnings and Outgo

As the Company business has an agreement for purchase or sale is entered with any foreign
parties. Hence, for the year under review, the Company has foreign exchange earnings or
expenses.

Non-applicability of Corporate Governance:-

The Company is having Paid-up share Capital of the Company Rs.3,30,26,000/- and Reserves Rs.
8,85,23,129/- as on 31.03.2024 and it is below paid-up capital of Rs. 10 Cr. and Networth below
Rs.25 Cr.

Hence as per SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15" Sept, 2014, compliance
of Corporate Governance and ASCR is not applicable to the Company under SEBI (LODR)
Regulations, 2015 is annexed to this report as Annexure C

Whistle Blower Policy / Vigil Mechanism

In accordance with Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has formulated a Whistle Blower Policy
/ Vigil Mechanism to address the genuine concern, if any, of the Directors and employees. The
details of the same have been given in the report on Corporate Governance and the policy can also
be accessed on the Company’s website at http://svaindia.com/pdf/policies6.pdf.

The Audit Committee periodically reviews the existence and functioning of the mechanism. It
reviews the status of complaints received under this policy on a quarterly basis. The Committee has,
in its report affirmed that no personnel have been denied access to Audit Committee.

Risk Management

The Company has a comprehensive Risk Management policy that envisages risk management
framework and clearly sets out the objectives & elements of risk management within the
organization, including the constitution of a Risk Management Committee and underlying
mechanisms & processes to be used for identification, monitoring and reporting of various
categories of risks.

Corporate Social Responsibility

The Company has not developed and implemented Corporate Social Responsibility initiatives as the
said provisions are not applicable due to insufficient profit of the company.

Internal Financial Control

The Company has in place adequate internal financial controls with reference to financial
statements. During the year, such controls were tested and no reportable material weakness in the
design or operation was observed.

Significant and Material orders passed by the Regulators, Courts or Tribunals

The Company has not received any significant or material orders passed by any regulatory
Authority, Court or Tribunal which shall impact the going concern status and Company’s operations
in future.

Management’s discussion and Analysis Report

A detailed review of the operations, performance and future outlook of the Company and its
businesses is given in the Management's Discussion and Analysis Report, which forms part of this
report as Annexure D.

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a
statement showing the names and other particulars of the employees drawing remuneration in
excess of the limits set out in the said rules are provided in the Annual Report, which forms part of
this Report. Disclosures relating to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are also provided in the Annual Report, which forms part of this
report as Annexure E.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the
Annual Report excluding the aforesaid information is being sent to the members of the Company.
The said information is available for inspection at the registered office of the Company during
working hours and any member interested in obtaining such information may write to the Company
Secretary and the same will be furnished on request. During the year none of the employee of the
company is holding more than 2% of company shares and nor having salary of more than 60 lakhs a
year.

Nomination and Remuneration Policy

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the
Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of
remuneration to Directors and Key Managerial Personnel is annexed to this report as Annexure F.

General

(1) The Company has not issued any equity shares with differential rights as to dividend, voting or
otherwise.

(2) The Whole-Time Director has not received any remuneration or commission from the Company,
its holding.

(3) The Company is committed to uphold and maintain the dignity of woman employees and it has
in place a policy which provides for protection against sexual harassment of women at work
place and for prevention and redressal of such complaints. During the year no such complaints
were received.

(4) No fraud has been reported by the Auditors to the Audit Committee or the Board.

Directors’ Responsibility Statement

As per the requirement of sub-section (5) of section 134 of the Companies Act, 2013, the Director’s
confirm that:

(i) In the preparation of the Annual Financial Statements for the year ended March 31, 2024,
the applicable accounting standards have been followed and that there are no material
departures;

(ii) The Directors have selected such accounting policies in consultation with the Statutory
Auditors’ and have 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 March 31, 2024 and of the profit and loss of the Company for the year under
review;

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability
for the maintenance of adequate accounting records in accordance with the provisions of
Companies Act, 2013, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts of the Company on a going concern basis;

(v) The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively; and

(vi) The Directors have laid down proper internal financial controls and that the same are
adequate and were operating effectively.

Our People

Your Company is committed towards the creation of knowledge for the benefit of its stakeholders. It
is our belief that the growth of an organization is largely dependent on the growth of the individuals.
None of the employees of the Company was in receipt of remuneration in excess of the limits
prescribed in the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.

Disclosure under the Sexual Harassment of Women at work place (Prevention, Prohibition and
Redressal) Act, 2013

The Company has Policy on Prevention of Sexual harassment at Work Place and also constituted
Internal Complaint Committee to investigate and complaint received on sexual harassment.

The Company has not received any complaints pertaining to sexual harassment during the financial
year 2023-2024.

Acknowledgement

Your Directors would like to express their appreciation for the co-operation and assistance received
from the Government authorities including Reserve Bank of India, Registrar of Companies, Bankers,
Financial Institutions, Investors, Vendors, Customers, Shareholders and other business
constituents.

Your Directors also wish to place on record their deep appreciation for the total commitment
displayed by all the Executives, Officers and Staff and their continued co-operation throughout the
year.

For and On behalf of the Board

Date : August 09, 2024 (Rakhi Gupta) (Abhinav Gupta)

Place : Mumbai Chairperson Whole time Director

DIN No. 08150291 DIN No. 02313375