Sarveshwar Foods Ltd

To

THE MEMBERS>

SARVESHWAR FOODS LIMITED

REGISTERED OFFICE: SARVESHWAR HOUSE, BELOW GUMMAT,

JAMMU-J&K

Dear Members,

Your Directors have pleasure in presenting their 20th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2024.

FINANCIAL RESULTS

Key aspects of Consolidated and Standalone Financial Performance of Sarveshwar Foods Limited for the current Financial Year 2023-2024 along with the previous Financial Year 2022-2023 are tabulated below:

FINANCIAL REVIEW:

In the face of a challenging inflationary environment, our company has remained resilient, focusing on key strategic pillars to ensure sustained growth and profitability. The fiscal year 2023-2024 has been marked by significant achievements across various fronts, reflecting our commitment to excellence and innovation.

KEY METRICS

Revenue Growth:

Revenue from Operations reached Rs, 869.59 crore in FY24, showcasing a robust growth of 26% compared to Rs, 689.32 crore in FY23, This growth underscores our strong market presence and customer demand for our offerings,

EBITDA Performance:

EBITDA for FY24 stands at Rs, 55.79 crore, marking a substantial increase from Rs, 32.45 crore in FY23, representing a remarkable growth of 72% year-on-year. This impressive performance is a testament to our relentless focus on cost efficiency programs and operational excellence.

Profitability:

Profit after Tax (PAT) for FY24 amounted to Rs. 16.78 crore, a notable surge from Rs, 7,80 crore in FY23, registering an outstanding growth of 115%, This exceptional growth in profitability reflects our efficient management of resources and effective execution of strategic initiatives,

DIVIDEND;

The Board wishes to retain all its earnings to further improve the performance of the Company and thus do not recommend any distribution of dividend for the Financial Year ended on 31st March, 2024.

TRANSFER OF RESERVES:

In view of the robust financial strength of the Company, a sum of Rs. 41,11 Lacs has been transferred to General Reserves out of the amount available for appropriations.

SHARE CAPITAL:

There is Change in share Capital of the Company in Financial Year 2023-2024,Pursuant to the approval of Members through Extra Ordinary General Meeting (EOGM) on August 24, 2023, for sub-division/split of Equity Shares of the Company from l(One) Equity Share having face value of ' 10/- each fully paid-up, into 10{Ten) Equity Shares having face value ofl/- each fully paid-up and Bonus Issue of Equity Shares of the Company in the Ratio of 2:1, the Authorized Share Capital of the Company stood sub- divided/split from ' 35,00,00,000/- (Rupees Thirty Five Crores only) divided into 3,50,00,000 (Three Crore Fifty Lakhs) Equity Shares of face value of 10/- (Rupees Ten only) each to 35,00,00,000/- (Rupees Thirty Five Crores only) divided into 35,00,00,000/- (Thirty Five Crores) Equity Shares of face value ofl/- (Rupees One only) each and subsequently the Authorized Share Capital of the Company increased from 35,00,00,000/- (Rupees Thirty Five Crores only) divided into 35,00,00,000/- (Thirty Five Crores) Equity Shares of face value of 1/- (Rupees One only) each to 100,00,00,000/- (Rupees One Hundred Crores only) divided into 100,00,00,000/- (One Hundred Crores) Equity Shares of face value of 1/- (Rupees One only) each.

Furthermore, Pursuant to the approval of Members through Extra Ordinary General Meeting (EOGM) on March 16, 2024, the Authorized Share Capital of the Company increased from 100,00,00,000/- (Rupees One Hundred Crores only) divided into 100,00,00,000/- (One Hundred Crores) Equity Shares of face value of 1/- (Rupees One only) each to 120,00,00,000/- (Rupees One Hundred Twenty Crores only) divided into 120,00,00,000/- (One Hundred Twenty Crores) Equity Shares of face value of 1/- (Rupees One only) each.

During the year under review, the Issued, Subscribed and Paid-up Equity Share Capital of your Company was increased/changed as under:

* Conversion of Warrants into Equity Shares

During the financial year 2022-23, the Company initiated a preferential issue of 36,60,000 fully convertible warrants at a price of Rs. 81.2 per warrant, totalOf note, during a Board meeting convened on May 30th, 2023, a portion of the fully convertible warrants, specifically 16,30,000 units, was converted into equity shares upon the payment of the balance amount. Subsequently, Board meeting convened on 14th August, 2023, remaining fuliy convertible warrants, specifically 20,30,000 units, were converted into equity shares upon the payment of the balance amount.

The Post Allotment Equity Share Capital was Rs. 32,62,72,000 (Rupees Thirty Two Crores Sixty Two lakhs Seventy Two Thousand Only).

ing Rs. 29.72 crores. Additionally, the Company received Rs. 7.43 crores, representing 25% of the consolidation payable on the allotment of said warrants during the subsequent year, 2023-24. Furthermore, The funds generated from the allotment of fully convertible warrants and equity shares were entirely allocated towards fulfilling working capita! requirements, supporting general corporate purposes, and covering issue-related expenses

* Sub Division of Shares & Bonus Issue of Shares.

Pursuant to the approvals of Members through Extra Ordinary General Meeting (EOGM) on August 24, 2023, the Paid Up Share Capital of the Company was 32,62,72,000 [Rupees Thirty Two Crores Sixty Two lakhs Seventy Two Thousand Only) divided into 3,26,27,200 (Three Crores Twenty Six Lakhs Twenty Seven Thousand Two Hundred) Equity Shares of face value of ' 10/- (Rupees Ten only) each to 32,62,72,000(Rupees Thirty Two Crores Sixty Two lakhs Seventy Two Thousand Only} divided into 32,62,72,000 (Thirty Two Crores Sixty Two lakhs Seventy Two Thousand) Equity Shares of face value of 1/- (Rupees One only) each due to sub-division/split of Equity Shares of the Company from l[One) Equity Share having face value of ' 10/- each fully paid-up, into 10 (Ten) Equity Shares having face value of 1/- each fully paid-up,

Furthermore, Pursuant to the approval of Members through Extra Ordinary General Meeting (EOGM) on August 24, 2023, the Paid Up Share Capital of the Company increased from 32,62,72,000 (Rupees Thirty Two Crores Sixty Two lakhs Seventy Two Thousand Only) divided into 32,62,72,000 (Thirty Two Crores Sixty Two lakhs Seventy Two Thousand) Equity Shares of face value ofl/- (Rupees One only) each to 97,88,16,000/- (Rupees Ninety Seven Crores Eighty Eight Lakhs Sixteen Thousand only) divided into 97,88,16,000/- (Ninety Seven Crores Eighty Eight Lakhs Sixteen Thousand) Equity Shares of face value of 1/- [Rupees One only) each due to Bonus Issue of Equity Shares of the Company in the ratio of 2:1.

* Preferential Issue of Fully Convertible Warrants of upto 10,20,00,000 (Ten Crores and Twenty Lakhs only) to the Persons belonging to "Non Promoter, Public Category")

Pursuant to the approval of Board in its Board Meeting held on 22ndFebruary,2024 and further approval of Members through Extra Ordinary General Meeting (EOGM) on March 16, 2024, The Company has approved the Preferential Allotment of upto 10,20,00,000 (Ten Crores and Twenty Lakhs only} Fully Convertible Warrants to the Persons belonging to "Non Promoter, Public Category") , and have approved the Allotment of fully convertible warrants in the Board Meeting held on 25th July,2024 post receipt of In principle approvals from both the NS? and BSE.

Raising of Funds through issuance of securities.

Pursuant to the approval of Board in its Board Meeting held on 22nd February,2024 and further approval of Members through Extra Ordinary General Meeting (EOGM) on March 16, 2024, The Company has approved the Raising of Funds through issuance of Securities. The Board of the Company is yet to decide about the means to Raise Funds.

MATERIAL CHANGES DURING THE YEAR:

SUB-DIVISION/SPLIT OF EQUITY SHARES

During the year under review, pursuant to the approval of Members through Extra Ordinary General Meeting (EOGM) on August 24, 2023, the Issued, Subscribed and Paid-up Equity Share Capital existing on the Record Date (i.e. September 15, 2023} was sub-divided/split from l(One) Equity Share having face value of 10/- each fully paid-up, into 10(Ten) Equity Shares having face value of 1/- each fully paid-up.

BONUS ISSUE OF EQUITY SHARES

During the year under review, pursuant to the approval of Members through Extra Ordinary General Meeting (EOGM) on August 24, 2023, Members holding Shares on the Record Date (i.e. September 15, 2023) were entitled for Bonus Issue of Equity Shares of the Company in the ratio of 2:1 i.e. 2 (Two) Equity Shares for every 1 (One) Equity Shares having a face value of Re, 1/- (considering the post sub- division/split of face value of equity shares).

Preferential Issue of Fully Convertible Warrants of upto 10,20,00,000 (Ten Crores and Twenty Lakhs only) to the Persons belonging to "Non Promoter, Public Category"

Pursuant to the approval of Board in its Board Meeting held on 22nd February,2024 and further approval of Members through Extra Ordinary General Meeting (EOGM) on March 16, 2024, The Company has approved the Preferential Allotment of upto 10,20,00,000 (Ten Crores and Twenty Lakhs only) Fully Convertible Warrants to the Persons belonging to "Non Promoter, Public Category") but the In principle approvals from NSE and BSE were not received till end of the Financial Year.

Raising of Funds through issuance of securities

Pursuant to the approval of Board in its Board Meeting held on 22ndFebruary,2024 and further approval of Members through Extra Ordinary General Meeting (EOGM) on March 16, 2024, The Company has approved the Raising of Funds through Issuance of Securities. The Board of the Company is yet to decide about the means to Raise Funds.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

APPROVAL OF JN PRINCIPLE APPROVAL FROM EXCHANGES AND ALLOTMENT OF FULLY CONVERTIBLE WARRANTS

The Company has applied for In principle approval of issue of Upto upto 10,20,00,000 (Ten Crores and Twenty Lakhs only) Fully Convertible Warrants to the Persons belonging to "Non Promoter, Public Category") which was received on 10th July,2024 from NSE and on 11th July, 2024 from BSE.

Pursuant to this ,Company held a Board Meeting on 25th July,2024 for allotment of Fully Convertible Warrants to the Persons belonging to "Non Promoter, Public Category") post receipt of 25% of upfront payment from the allottees.

There are no Material changes and commitments affecting the financial position of the company occurred between the end of financial year to which this financial statements relates and till the date of this report except mentioned above.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business of the Company during the financial year 2023-2024. SEGMENT REPORTING:

A separate reportable segment forms part of Notes to the Accounts.

NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANY DURING THE YEAR

During the Financial year 2023-2024, Your Company has acquired Green Point Pte. Ltd, a company incorporated in Republic of Singapore. Green Point Pte. Ltd became a Wholly Owned Subsidiary on acquisition of 100% stake w.e.f, March 26, 2024.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS:

Your Company has three subsidiaries viz,, Sarveshwar Overseas Limited, Himalayan Bio Organic Foods Limited and Green Point Pte. Ltd (w.e.f. March 26, 2024).

Further there has been no material change in the nature of business of the subsidiaries during the financial year 2023-2024. The Consolidated Financial Statements of your Company for the financial year 2023-2024 are prepared in compliance with applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 {hereinafter referred to as the "SEBI Listing Regulations"), The consolidated financial statements have been prepared by consolidating audited financial statements of your Company and its

subsidiaries, as approved by the respective Board of Directors. Further, pursuant to the proviso of sub section (3) of section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 a separate statement containing the salient features of the financial statements of Subsidiaries of the company in the prescribed Form AOC-1 is given in the Consolidated Financial Statements, forming part of this Annual report. Consolidated Turnover is Rs. 86,959.29Lacs in current year as compared to Rs. 68,932.40Lacs in the previous year. Consolidated Net Profit after Tax is Rs. 1,677.99 Lacs as compared to Rs. 780.05 Lacs in the previous year. The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Sunday and holiday upto the date of the Annual Genera! Meeting {'A6M') as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Compliance Officer at the Registered Office / Corporate Office of your Company. The financial statements including the consolidated financial statements. Statement containing salient features of the financial statement of Subsidiaries and all other documents shall also be available on Company's website www.sarveshwarfoods.com downloadable format.

BOARD OF DIRECTORS:

As on March 31, 2024 your Company's Board has a strength of 10 (Ten) Directors including 1 (One) Woman Director. The Chairman of the Board is a Honorary Chairman. The composition of the Board is as below:

The detailed section on 'Board of Directors' is given in the 'Report on Corporate Governance' forming part of this Annual Report.

Pursuant to the provisions of Section 149(13) of the Companies Act, 2013 and Articles of Association of the Company all directors except Independent Directors are liable to retire by rotation. No Independent Directors are liable to retire by rotation. However, they can resign from directorship any time before their respective tenure.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mahadeep Singh Jamwal, Director retire by rotation at the ensuing Annual General Meeting, are eligible for re-appointment. The brief resume of the Directors being re-appointed, the nature of their expertise in specific functional areas, names of companies in which they have held Directorships, Committee Memberships, their shareholding etc,, are furnished in the explanatory statement to the notice of the ensuing Annual Genera! Meeting and also forming part of Corporate Governance Report. The Board recommends their re-appointment at the ensuing Annual Genera) Meeting.

AUDIT COMMITTEE:

As on March 31, 2024, the Audit Committee of Sarveshwar Foods Limited comprises of following 3 (Three) Members, with majority of Independent Non-Executive Directors:

All the recommendation made by the Audit Committee was accepted by the Board of Director. The Powers and role of the Audit Committee are included in report on Corporate Governance forming part of this Annual Report.

KEY MANAGERIAL PERSONNELS:

The Key Managerial Personnels (KMPs) of the Company in accordance with the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force) are as follows

**Appointment of Vishal Narchal as the Chief Operating Officer of the Company w.e.f 27th June,2023 and Appointment as the Chief Financial Officer of the Company w.e.f 10th November,2023.

DETAILS OF DIRECTORS APPOINTED AND RESIGNED DURING THE YEAR;

The following Directors has been appointed and resigned during the year:

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

The disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with a statement containing particulars of employees as required under Section 197 of Companies Act, 2013 read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith and marked Annexure-I and forms part of this report.

POLICY ON REMUNERATION OF DIRECTORS, KMPs, SENIOR MANAGEMENT PERSONNEL AND OTHER EMPLOYEES:

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy of Sarveshwar Foods Limited formulated in accordance with Section 134(3)(e) and Section 178(3) of the Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations [including any statutory modification(s) or re-enactment(s) for the time being in force. The salient aspects covered in the Nomination and Remuneration Policy have been outlined below:

i) To identify the persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

ii) To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of Directors, key managerial personnel and other employees of Sarveshwar Foods Limited.

iii) To formulate the criteria for evaluation of Independent Director and the Board.

iv) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board and to determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

v) To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management,

vi) To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations.

vii) To retain, motivate and promote talent and to ensure longterm sustainability of talented managerial persons and create competitive advantage.

viii) To develop a succession plan for the Board and to regularly review the plan.

ix) To assist the Board in fulfilling responsibilities.

x) To implement and monitor policies and processes regarding principles of corporate governance.

The Nomination and Remuneration Policy of the Company is available at the website of the Company www.sarveshwarfoods.com

NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2023-2024, Nine Board meetings were held. For details thereof kindly refer to the section 'Board Meeting and Procedures - Details of Board Meetings held and attended by the directors during the financial year 2023-2024, in the Corporate Governance report of forming part of this Annual Report.

BOARD EVALUATION:

In pursuance of Section 178 of the Companies Act, 2013 read with Regulation 4(2), 17(10) and 19(4) read with Schedule li Part D of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 and Secretarial Standards-I, the Nomination and Remuneration Committee has framed the evaluation process and the performance evaluation of Independent Directors, Executive Directors and Board as a whole as well as working of its Audit, Nomination & Remuneration and other Committees has been carried out during the financial year 2023-2024.

The detailed process in which annual evaluation of the performance of the Board, Its Chairperson, its Committees and of individual Directors has been made is disclosed in the Corporate Governance Report forming an integral part of this Board's Report

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

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6} of the Companies Act, 2013 and they have complied with the Code for independent Directors prescribed in Schedule IV to the Act and the Listing Regulations.. In the opinion of the Board and as confirmed by Independent Directors, they fulfill the conditions specified in section 149 of the Act and the Rules made thereunder and the Listing Regulations about their status as Independent Director of the Company.

Your Board of Directors formed opinion that the Independent Directors of the Company are maintaining highest standard of integrity and possessing expertise, requisite qualifications and relevant experience in the fields of Administration, Genera! management. Accounts & Finance, Audit , Internal Audit, Taxation, Risk, Board procedures, Governance etc., for performing their rote as Independent Directors of the Company

REMUNERATION POLICY:

The Company has framed Remuneration Policy in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and remuneration policy of the Company in compliance of Section 178 (4) of the Companies Act, 2013. The Policy is available at Company website www.sarveshwarfoods.com

EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) and Section 134 (3) (a) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Company has placed the copy of Annual Return as at 31st March, 2024 on its website https://sarveshwarfoods.com/1nvestor.asD7id-9

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the company with related parties referred to in subsection (1) of Section 188 of the Companies Act, 2013 are disclosed in Form No. AOC-2 marked as Annexure-ll. With reference to Section 134(3){h) of Companies Act, 2013, all contracts and arrangement with related parties under Section 188[1) entered by the Company during the financial year were in ordinary course of business and on arms length basis.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions,

A policy on 'Related Party Transactions' has been devised by the Company which may be referred to at the Company's website at: https://sarveshwarfoods.com/.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company's website at www.sarveshwarfoods.com.

REPORTING OF FRAUD:

The Auditors' Report does not contain any qualification and Fraud (as specified under section 143(12) of the Companies Act, 2013). Notes to Accounts and Auditors remarks as their report are self-explanatory and do not call for any further comments.

DISCLOSURE ABOUT THE RECEIPT OF COMMISSION

In terms of Section 197(14) of the Act and ruilfes made there under, during the year under review, no director has received any commission from the Company thus the said provision is not applicable to the Company.

DETAILS OF SU BSIDIARY/JOINT VENTURES/ASSOCIATE COM PAN IES:

Pursuant to sub-section (3) of Section 129 of the Act, the statement containing the salient feature of the financial statement of a Company's subsidiaries and associate marked as Annexure-NI [Performance and financial position of each of the subsidiaries companies and associate included in the consolidated financial statement. Whereas, Company does not have any Joint Venture.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 related to CSR activities is detailed In Annexure IV.

AUDIT COMMITTEE:

In pursuance of Section 177 of the Companies Act, 2013 read with Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the Audit Committee and the details in pursuance of Section 177 (8) of the Companies Act, 2013 in respect of composition of Audit Committee of the Company is given in Corporate Governance Report of the Company.

SECRETARIAL AUDIT REPORT:

In terms of Section 204 of the Act and Rules made there under, M/s. Aamir Almas & Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors Is marked as Annexure- V to this report.

In terms of Regulation 24A of LODR 2015, Sarveshwar Overseas Limited and Himalayan Bio Organic Foods Limited, a material subsidiary is under secretarial audit and report submitted by the Secretarial Auditors is annexed herewith and marked Annexure-VI. The report is self explanatory and do not call for any further comments.

INTERNAL AUDIT & CONTROLS:

In terms of Compliance of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) rules, 2014, the Company has appointed Aamir Asiam & Associates, FRN- S2017JK528000 as its Interna! Auditors. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work Includes review of processes for safeguarding the assets of the company, review of operational efficiency, effectiveness of systems and processes, and assessing the interna! control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

RISK MANAGEMENT POLICY:

Sarveshwar Foods Limited has in place comprehensive risk assessment and minimization procedures, which are reviewed by the top management. For comprehensive risk assessment and minimization procedures, the Company has "Risk Management Committee" which plans risk management, reviews, monitors and identify the risk on regular basis,

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.

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 & Company's operations in future.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In order to enable the Independent Directors to perform their duties optimally, the Board has devised a familiarization programme for the Independent Directors to familiarize them with the Company, their rotes, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. They are period icaily updated about the development which takes place in the Company. At the time of appointment of an Independent Director, the Company issues a formal letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and commitments etc. The familiarisation program is available on the Company's website: www.sarveshwarfoods.com.

DECLARATION REGARDING CODE OF CONDUCT:

Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by CFO and the Managing Director of the Company forms part of this Annual Report.

STATEMENT OF DEVIATION DISCLOSURE UNDER REGULATION 32(4):

Vour Company has made Preferential Allotment of Equity Shares and Allotment of Fully Convertible warrants on 3rd February, 2023 and Warrants also got converted into Equity shares on receipt of Remaining Amount during Financial year 2023-24. There is no Deviation or Variation in the use or utilization of funds raised through Preferential Issue of equity Shares and Fully Convertible Warrants.

DISCLOSURE UNDER REGULATION 32 (7A) OF SEBI (LODR) REGULATIONS 2018:

During the financial year 2022-23, the Company came up with preferential issue of Equity Shares of Rs 44,00,000 Equity Shares Nominal Value of ^10/- each, at an issue price of ^ 81.20/- per Equity Share and 36,60,000 fully convertible warrants allotted at a price of Rs, 81.2/- per warrant. The Company had received Rs. 7.4298 Cr. being 25% of the consolidation payable on allotment of said warrants and Rs, 35.72 Cr for allotment of Equity Shares during the year 2022-23, During the year 2023-24, the Warrants also got converted into Equity shares on receipt of Remaining Amount during Financial year 2023-24. The funds so raised on allotment of fully convertible warrants and equity Shares were fully utilized for Working capital Requirements and Genera! Corporate Purpose and meeting issue related expenses thus for the purpose for which these were raised and in accordance with the objectives of the said preferential issue stated in the explanatory statement to the notice of Extra Ordinary General Meeting dated January 13, 2023 and there had been no deviation or variation in the use of the proceeds/ funds so raised.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

According to Section 134 (5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well placed internal financial control system which ensures all the assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company's internal financial control system also comprises due compliances with Company's policies and Standard Operating Procedures (SOPs) and audit and compliance by fnternal Auditors.

DEPOSITS:

The Company has neither accepted nor renewed any deposits failing under Chapter V of Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

COMPLIANCE WITH THE SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS AND INDIAN ACCOUNTING STANDARDS

During the Financial Year 2023-2024, the Company has complied with alt the applicable Secretariat Standards as recommended by the Institute of Company Secretaries of India. The Company has also complied with all relevant Indian Accounting Standards referred in Section 133 of the Companies Act, 2013 read with Companies (indian Accounting Standards) Rules, 2015 while preparing the financial statements.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report prepared in accordance of Regulation 34(2){e) of Listing Regu lations forms pa rt of th is An nual Report for the year ended 31st March, 2024.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has a Whistle Blower Policy/ Vigil Mechanism as required under Section 177 of the Companies Act, 2013 and as per Listing Obligations and Disclosures Requirements Regulations, 2015 formulated by Securities and Exchange Board of India (SEBI), The Vigii {Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The said policy may be referred to at the Company's website at: www.sarveshwarfoods.com.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace {Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year, the Company has not received any complaint of harassment,

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. CONSERVATION OF ENERGY

(a) Energy Conservation Measures Taken:

The company continued to give major emphasis for Conservation of Energy, and the measures taken previous year were continued. The efficiency of Energy utilization is being monitored at every Quarter, in order to achieve effective Conservation of Energy. The significant energy conservation during the year were:

(bj Additional Investments and proposals, if any, being implemented for reduction of consumption of energy: Nil

(c) Impact of the measures at {a] and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: Energy conservation measures have helped the Company in its drive towards cost reduction substantially.

Power & Fuel Consumption:

LIGHTING:

To conserve energy from Lighting, replacement of Convectional Lamps, Street Lighting Halogen, HPSV WITH LED Light Fixtures were undertaken at various stations during the year. As LEDs are extremely energy efficient and consume up to 60% less power than incandescent bulbs, this helped in reducing the Power consumption and decreasing the maintenance cost due to its long lifespan.

(b] Technology, Absorption, Adaption and Innovation:

{Technology is charging day by day. Over the period of time our organization has taken positive steps in improving the ways of material handling and decreasing the manpower required to a great extent. We have installed a state of art conveying system for material handling and also started use of forklifts to move material easily and effectively inside the factory.

Also we have stated replacing convention drives with variable frequency drives and more atomized systems thus saving energy and also lees electrical breakdowns.)

Some such machines includes the Color Sorters which is one of the critical machine involved in the Rice processing industry, Some of the old lower capacity color sorters were replaced with new upgraded and high capacity machines resulting in reduction of rejection percentage,, improvement in final output and increasing overall throughput. The Company has realized and agrees that the continuous improvement can be achieved only if the employees involved in the process directly or indirectly are highly trained on modern techniques and are aware of Globa! Standards. One such step taken by the Company in that direction is to start Manufacturing Excellence and Improvement Program. The key highlights of this improvement drive were - 5S, Maintenance Improvement Techniques, Reliability Matrix, MTTR & MTBF etc., which are highly beneficial and globally accepted programs for process improvement

(c) Foreign exchange earnings and Outgo:

During the year, the total foreign exchange earnings and foreign exchange outgo are as mentioned below:

HUMAN RESOURCES:

Your Company treats its "Human Resources" as one of its most important assets, Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. The Company maintains healthy, cordial and harmonious industrial relation at all levels. The enthusiasm amongst employees has enabled the Company to remain at a leadership position in the industry.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3){C) of the Companies Act, 2013, the Director's based on the representations received from the operating management and after due inquiry confirm that:-

(a) In the preparation of the annual accounts, the applicable accounting standards 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 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 and of the profit and loss of the Company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, had laid down internal financial controls to be followed by the Company and that such Interna! financial controls are adequate and were operating effectively; and

{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,

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

In accordance with the applicable provisions of the Companies Act, 2013, the company has no dividend which remains unpaid/unclaimed for a period of seven years from the date of transfer to unpaid dividend account which is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

DETAILS OF DIFFERENCE IN VALUATION

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENTS

Your Director place on record their gratitude to all stakeholder for their assistance, cooperation and encouragement. Your Director also wish to place on record their sincere thanks to all investor, vendor, employees for their outstanding performance.