SVS Ventures Ltd Directors Report

To,

The Members,

SVS Ventures Limited

The Board of Directors are pleased to present its Eighth Annual Report on the operations of SVS Ventures Limited ("the Company) and the Standalone Audited Financial Statements for the Financial Year ended March 31, 2023.

FINANCIAL HIGHLIGHTS:

The summarized Financial Performance/highlights of the Company for the year ended on March 31, 2023 is as under:

(Rs. in Lakhs)

PARTICULARS	STANDALONE - FINANCIAL STATEMENTS-YEAR ENDED MARCH 31, 2023	STANDALONE - FINANCIAL STATEMENTS-YEAR ENDED MARCH 31, 2022
Revenue from Operations	663.02	16.52
Other Income	1.04	Nil
Total Revenue	664.06	16.52
Profit / (Loss) before exceptional and extra-ordinary Items and tax	93.32	15.99
Add/(Less): Extra-Ordinary Item	Nil	Nil
Profit / (Loss) after Extra Ordinary Items and before tax	93.32	15.99
Tax Expense:
A) Current Income Tax	23.5	4.16
B) Deferred T ax (Assets) / Liabilities	Nil	Nil
Profit / (Loss) After Tax	69.82	11.83

STATE OF COMPANYS AFFAIRS AND OPERATIONS:

Our Company was originally incorporated as Hetarth Software Solutions Private Limited on December 21, 2015 under the Companies Act, 2013 vide certificate of incorporation issued by the Registrar of Companies, Gujarat, Dadra and Nagar Haveli. Subsequently the name of the company was changed from "Hetarth Software Solutions Private Limited to "EPL Life Science Private Limited under the Companies Act, 2013 pursuant to a special resolution passed by our shareholders at the EGM held on December 02, 2021 and had obtained fresh certificate of incorporation dated December 07, 2021 issued by the Registrar of Companies, Gujarat, Dadra and Nagar Haveli. Subsequently the name of the company was changed from "EPL Life Science Private Limited to "SVS Ventures Private Limited under the Companies Act, 2013 pursuant to a special resolution passed by our shareholders at the EGM held on March 02, 2022 and had obtained fresh certificate of incorporation dated March 14, 2022 issued by the Registrar of Companies, Gujarat, Dadra and Nagar Haveli. Thereafter, Our Company was converted in to a public company pursuant to a special resolution passed by our shareholders at the EGM held on May 10, 2022 and consequently name was changed to "SVS Ventures Limited" vide fresh certificate of incorporation dated June 03, 2022 issued by the Registrar of Companies, Gujarat, Dadra and Nagar Haveli.

Our Company and the Erstwhile Proprietary Firm- M/s Vijay & Co. have been into the business of real estate since 2015 and 2014 years, respectively. Our Company and the Erstwhile Proprietary Firm are into the business of construction and real estate development, focused primarily on construction and development of residential and commercial projects, in and around Ahmedabad, Gujarat.

In this dynamic and extremely competitive business environment, Mr. Shashikant Vedprakash Sharma through his business acumen, strategically became the Director-Promoter of SVS Ventures Limited in 2021 and in April 2022, our company entered into a business takeover agreement dated April 26, 2022 with the Erstwhile Proprietary Firm- M/s Vijay & Co. of Mr. Shashikant Vedprakash Sharma. Since 2021, Mr. Shashikant Vedprakash Sharma has continued to hold his position in our Company as Promoter Director.

With this business takeover, our Company intends to develop versatile projects by focusing on innovative architecture, strong project execution and quality construction. These projects currently cater to and will continue catering to the middle income and high income group. Currently, our business focuses on residential villas and apartment development projects. Our residential villas and apartments portfolio consists of various types of accommodation of varying sizes. Our residential buildings and villas are designed with a variety of amenities such as security systems, sports and recreational facilities, play areas and electricity back-up.

Presently, Our Company is promoted by Mr. Shashikant Vedprakash Sharma, who has over 10 years of experience respectively in the real estate sector. Our Company aims to grow in size from his rich experience, expert in-sight of the industry and expand its operations. Our Company is currently focusing on opportunities to build a brand in real estate sector.

Initial Public Offer (IPO) and Listing at BSE SME Platform:

During the year 2022-23, the Company made an Initial Public Offer (IPO) for 56,22,000 Equity shares of Rs. 10/- each at an issue price of Rs. 20/- having an issue size of Rs. 1124.40 Lakhs. With your valuable support and confidence in the Company and its management, the IPO was subscribed and the Equity shares of the Company were successfully listed on BSE SME Platform on January 12, 2023.

DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your Directors do not recommend any dividend for the Financial Year 2023-23.

TRANSFER TO RESERVES:

During the year, the Board of your Company has not appropriated / transferred any amount to the reserves. The profit earned during the year has been carried to the balance sheet of the Company as part of the Profit and Loss Account.

CHANGE IN NATURE OF BUSINESS:

The details of the same are as stated in the section on "State of Companys Affairs and Operations" and the Company continues to be in the same line of business as stated in main objects of the existing Memorandum of Association.

CHANGE IN CAPITAL STRUCTURE:

During the year under review, the following changes have been taken place in the Authorised and Paid- up Share Capital of your Company:

• Authorised Share Capital:

Particulars (No. of Equity Shares of FV of Rs. 10 each)		Date of Meeting	Type of Meeting
From	To
—	10,000 Equity Shares	21-12-2015	On Incorporation
10,000 Equity Shares	2,10,00,000 Equity Shares	12-04-2022	EGM
2,10,00,000 Equity Shares	2,15,00,000 Equity Shares	29-08-2022	EGM

• Issued, Subscribed & Paid-up Share Capital and Allotments:

During the year 2022-23, the Company made an Initial Public Offer (IPO) for 56,22,000 Equity shares of Rs. 10/- each at an issue price of Rs. 20/- having an issue size of Rs. 1124.40 Lakhs. With your valuable support and confidence in the Company and its management, the IPO was subscribed and the Equity shares of the Company were successfully listed on BSE SME Platform on January 12, 2023.

Date of Allotment of Equity Shares	No. of shares Allotted	Cumulative No. of Equity Shares	Face Value (Rs.)	Issue Price (Rs.)	Consideration (Cash, Bonus, Consideration other than cash)	Cumulative Share Capital (Rs.)	Nature / Reason of Allotment
20-04-22	11,25,000	11,35,000	10.00	40.00	Cash	1,13,50,000	Rights Issue 225:2
28-04-22	20,00,000	31,35,000	10.00	40.00	Cash	3,13,50,000	Rights Issue 18:10
06-05-22	21,42,725	52,77,725	10.00	40.00	Other than Cash	5,27,77,250	Allotment via Asset Transfer Agreement *
11-05-22	1,04,49,894	1,57,27,619	10.00		Cash	15,72,76,190	Bonus Allotment 198:100

* Pursuant to Business Takeover Agreement dated 26-04-2022 entered into between our Company and Vijay & Co.-Proprietary Concern of one of our Promoters- Mr. Shashikant Vedprakash Sharma.

• Allotment of 11,25,000 Equity shares via Rights Issue of 7,50,000 Equity Shares to Mr. Shashikant Vedprakash Sharma and 3,75,000 Equity Shares to Shashikant HUF. Mr. Shashikant Vedprakash Sharma subscribed to his portion of rights to the extent of 83.44% (7,50,000 Equity Shares) and the balance was renounced to Shashikant HUF( 1,48,875 Equity Shares). Mr. Sunny Surendrakumar Sharma (11,25,000 Equity Shares), Mr. Chandresh Dilipbhai Patel (56,250 Equity Shares), Mrs. Priti Chandresh Patel (56,250 Equity Shares) and Mrs. Darshil Kamleshbhai Shah (1,125 Equity Shares) have renounced their rights to Shashikant HUF.

• Allotment of 20,00,000 Equity shares via Rights Issue of 7,50,000 Equity Shares to Mr. Shashikant Vedprakash Sharma, 7,50,000 Equity Shares to Shashikant HUF, 1,25,000 Equity Shares to Mr.

Sunny Surendrakumar Sharma and 3,75,000 Equity Shares to M/s Spazio Formulations Private Limited.

• Mr. Shashikant Vedprakash Sharma subscribed to his portion of rights to the extent of 54.97% (7,50,000 Equity Shares) and the balance 27.48%, 5.50% and 9.03% was renounced respectively to M/s Spazio Formulations Private Limited (3,75,000 Equity Shares), Shashikant HUF (75,000 Equity Shares) and Mr. Sunny Surendrakumar Sharma (1,23,200 Equity Shares). Mr. Shashikant Vedprakash Sharma did not subscribe to the extent of 3.02% of his rights, i.e., 41182 equity shares. Further, Mr. Chandresh Dilipbhai Patel, Mrs. Priti Chandresh Patel and Mrs. Darshil Kamleshbhai Shah did not subscribe to their respective right shares.

• Allotment of 21,42,725 Equity Shares to Mr. Shashikant Vedprakash Sharma pursuant to Asset Transfer Agreement dated May 05, 2022 and pursuant to the Board Resolution and EGM Resolution passed on May 05, 2022.

• Further Bonus Allotment of 72,28,415 Equity Shares to Mr. Shashikant Vedprakash Sharma, 22,27,500 Equity Shares to Shashikant HUF, 19 Equity Shares to Mrs. Darshil Kamleshbhai Shah, 2,49,480 Equity Shares to Mr. Sunny Surendrakumar Sharma, 7,42,500 Equity Shares to M/s Spazio Formulations Private Limited and 990 Equity Shares each to Mr. Chandresh Dilipbhai Patel and Mrs. Priti Chandresh Patel.

At the end of financial year 2022-23, Paid Up Share Capital was Rs. 21,34,96,190 comprised of 2,13,49,619 equity shares of Rs. 10/- each.

DEVIATION OR VARIATION FROM PROCEEDS OR UTILISATION OF FUNDS RAISED FROM PUBIC ISSUE:

In the Financial Year 2022-23, your Company got listed on SME Platform of BSE Limited, and till date of Boards Report Company has utilized funds in the objects as stated in offer document and there were no deviations or variations in utilization of funds raised from the public

TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under 2022-23, the Company was not required to transfer the equity shares/unclaimed dividend to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of the Companies Act, 2023.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):

• Board of Directors and KMPs:

DIN	Name	Designation
06628349	Shashikant Vedprakash Sharma	Promoter, Managing Director and CEO
08206567	Sumitkumar Jayantibhai Patel	Non-Executive and Independent Director
08716231	Avni Chouhan	Non-Executive and Independent Director
09480894	Sunny Surendrakumar Sharma	Non-Executive Director
-	Ronak Rathi	Company Secretary and Compliance Officer
-	Viral Patel	Chief Financial Officer

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

• Appointment/ Cessation of Directors/KMPs:

During the year 2022-23, following changes took place in the board composition:

Name of Director	Date of Change	Reasons
Mr. Shashikant Vedprakash Sharma	10-05-2022	Appointed as Executive Director
Mr. Shashikant Vedprakash Sharma	10-05-2022	Change in designation from Executive Director to Managing Director
Mr. Sunny Surendrakumar Sharma	10-02-2022	Appointed as Executive Director
Mr. Sunny Surendrakumar Sharma	28-04-2022	Resigned as Executive Director and Appointed as NonExecutive Director
Mr. Sumitkumar Jayantibhai Patel	06-05-2022	Appointed as Additional Director
Mr. Sumitkumar Jayantibhai Patel	10-05-2022	Change in Designation as Non-Executive Independent Director
Ms. Chinu Babulal Kalal	06-05-2022	Appointed as Additional Director
Ms. Chinu Babulal Kalal	10-05-2022	Change in Designation as Non-Executive Independent Director
Ms. Chinu Babulal Kalal	28-02-2023	Resigned as Non-Executive Independent Director
Ms. Avni Chouhan	28-02-2023	Appointed as Non-Executive and Independent Director
Ms. Sanchita Ojha	17-05-2022	Appointed as Company Secretary and Compliance Officer
Ms. Sanchita Ojha	28-02-2023	Resigned as Company Secretary and Compliance Officer
Mr. Ronak Rathi	28-02-2023	Appointed as Company Secretary and Compliance Officer
Mr. Sunilkumar Kanubhai Patel	17-05-2022	Appointed as Chief Financial Officer
Mr. Sunilkumar Kanubhai Patel	28-02-2023	Resigned as Chief Financial Officer
Mr. Viral Patel	28-02-2023	Appointed as Chief Financial Officer

• Retired by Rotation:

Pursuant the provisions of Section 152 of the Companies Act, 2013 and rules thereof Mr. Shashikant Vedprakash Sharma (DIN: 06628349), Non-Executive Director, retires by rotation at the Annual General Meeting and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Mr. Sharma.

• Declaration by the independent directors:

The Company has received declarations from the Independent Directors of the Company that they meet with the criteria of independence as prescribed under Sub- section (6) of Section 149 of the Companies Act, 2013 in compliance of Rule 6(1) and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time and there has been no change in the circumstances which may affect their status as independent director during the year and they have complied with the code of conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

• Disclosure by directors:

The Directors on the Board have submitted requisite disclosure under Section 184(1) of the Companies Act, 2013, declaration of non-disqualification under Section 164(2) of the Companies Act, 2013 and Declaration as to compliance with the Code of Conduct of the Company. Further, a certificate of non-disqualification Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 issued by M/s B.S. Vyas & Associates Practising Company Secretary, Ahmedabad is annexed along with the Form MR- 3 at "Annexure C".

MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year 2022-23, 17 (Seventeen) Board meetings were held. The intervening gap between two meetings was not more than 120 days. The details of attendance of each Director at the Board Meetings during the year are as under:

Name of Directors	Designation	No. of Board meeting (eligible to attend during the tenure)	No. of Board meeting attended
Shashikant Vedprakash Sharma	Managing Director	17	17
Sumitkumar Jayantibhai Patel	Non- Executive Independent Director	12	12
Avni Chouhan	Non- Executive Independent Director	Nil	Nil
Sunny Surendrakumar Sharma	Non-Executive Director	17	17
Chinu Babulal Kalal	Non- Executive Independent Director	12	12

The Company, being listed under SME segment, the provisions relating to Corporate Governance and number of memberships in committees are not applicable.

None of the Directors of the Company are related to each other as per section 2(77) of the Companies Act, 2013.

COMMITTEES OF THE BOARD OF DIRECTORS:

The following Statutory Committees have been constituted by the Board of Directors of the Company:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Sexual Harassment Committee

1. Audit Committee:

The Company has constituted the Audit Committee as per the applicable provisions of the Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and in view of the compliance of the Corporate Governance Provisions, and proposed applicable provisions of the SEBI (LODR) Regulation, 2015. The Audit Committee comprises following members.

Name of the Director	Designation in the Committee	Nature of Directorship
Sunny Surendrakumar Sharma	Chairman	Non-Executive Director
Chinu Kalal *	Member	Non-Executive Independent Director
Avni Chouhan @	Member	Non-Executive Independent Director
Sumitkumar Jayantibhai Patel	Member	Non-Executive Independent Director

* Ceased to be a member of the Committee due to her resignation effective February 28, 2023 @Inducted as a Member effective February 28, 2023

The Company Secretary of our Company shall act as a Secretary of the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to furnish clarifications to the shareholders in any matter relating to financial statements. The scope and function of the Audit Committee and its terms of reference shall include the following:

(i) Terms of reference of the Audit Committee is as under:

Set forth below are the scope, functions and the terms of reference of our Audit Committee, in accordance with Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015.

1) Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4) Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

• matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

• changes, if any, in accounting policies and practices and reasons for the same;

• major accounting entries involving estimates based on the exercise of judgment by management;

• significant adjustments made in the financial statements arising out of audit findings;

• compliance with listing and other legal requirements relating to financial statements;

• disclosure of any related party transactions;

• modified opinion(s) in the draft audit report;

5) Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

7) Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

8) Approval or any subsequent modification of transactions of the listed entity with related parties;

9) Scrutiny of inter-corporate loans and investments;

10) Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11) Evaluation of internal financial controls and risk management systems;

12) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14) Discussion with internal auditors of any significant findings and follow up there on;

15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18) To review the functioning of the whistle blower mechanism;

19) Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

20) Carrying out any other function as is mentioned in the terms of reference of the audit committee.

The Audit Committee enjoys following powers:

a) To investigate any activity within its terms of reference

b) To seek information from any employee

c) To obtain outside legal or other professional advice

d) To secure attendance of outsiders with relevant expertise if it considers necessary

e) The audit committee may invite such of the executives, as it considers appropriate (and particularly the head of the finance function) to be present at the meetings of the committee, but on occasions it may also meet without the presence of any executives of the Issuer. The finance director, head of internal audit and a representative of the statutory auditor may be present as invitees for the meetings of the audit committee.

The Audit Committee shall mandatorily review the following information:

a) Management discussion and analysis of financial condition and results of operations;

b) Statement of significant related party transactions (as defined by the audit committee), submitted by management;

c) Management letters / letters of internal control weaknesses issued by the statutory auditors;

d) Internal audit reports relating to internal control weaknesses; and

e) The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

The recommendations of the Audit Committee on any matter relating to financial management, including the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the shareholders. The Chairman of the committee has to attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

(ii) Meetings and Attendance:

During the year 2022-23, 1 meetings of the Committee were held.

Name of the Director	Designation in the Committee	Nature of Directorship	No. of meetings attended
Sunny Surendrakumar Sharma	Chairman	Non-Executive Director	1
Chinu Kalal *	Member	Non-Executive Independent Director	1
Avni Chouhan @	Member	Non-Executive Independent Director	NA
Sumitkumar Jayantibhai Patel	Member	Non-Executive Independent Director	1

* Ceased to be a member of the Committee due to her resignation effective February 28, 2023 @Inducted as a Member effective February 28, 2023

2. Nomination and Remuneration Committee:

The Company has formed the Nomination and Remuneration Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and in view of the compliance of the Corporate Governance Provisions, and proposed applicable provisions of the SEBI (LODR) Regulation, 2015. The Nomination and Remuneration Committee comprises the following members:

Name of the Director	Designation in the Committee	Nature of Directorship
Sunny Surendrakumar Sharma	Chairman	Non-Executive Director
Chinu Kalal *	Member	Non-Executive Independent Director
Avni Chouhan @	Member	Non-Executive Independent Director
Sumitkumar Jayantibhai Patel	Member	Non-Executive Independent Director

* Ceased to be a member of the Committee due to her resignation effective February 28, 2023 @Inducted as a Member effective February 28, 2023

The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration Committee. The scope and function of the Committee and its terms of reference shall include the following:

1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

2) Formulation of criteria for evaluation of Independent Directors and the Board;

3) Devising a policy on Board diversity;

4) Identifying 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 their appointment and removal. The company shall disclose the remuneration policy and the evaluation criteria in its Annual Report;

5) To recommend to the Board, the remuneration packages i.e. salary, benefits, bonuses, perquisites, commission, incentives, stock options, pension, retirement benefits, details of fixed component and performance linked incentives along with the performance criteria, service contracts, notice period, severance fees etc. of the executive directors;

6) To implement, supervise and administer any share or stock option scheme of our Company; and

7) To attend to any other responsibility as may be entrusted by the Board within the terms of reference.

(i) Meetings and Attendance:

During the year 2022-23, 1 meetings of the Committee were held.

Name of the Director	Designation in the Committee	Nature of Directorship	No. of meetings attended
Sunny Surendrakumar Sharma	Chairman	Non-Executive Director	1
Chinu Kalal *	Member	Non-Executive Independent Director	1
Avni Chouhan @	Member	Non-Executive Independent Director	NA
Sumitkumar Jayantibhai Patel	Member	Non-Executive Independent Director	1

* Ceased to be a member of the Committee due to her resignation effective February 28, 2023 @ Inducted as a Member effective February 28, 2023

(ii) Nomination and remuneration Policy:

The Board of Directors of the Company has, on the recommendation of Nomination and Remuneration Committee, framed and adopted a Nomination and Remuneration Policy. The said policy is available on the website of the Company at http: / /svsventures.co.in/wp- content / uploads / 2022/07/N omination-and- Remuneration- Policy. pdf Salient features of the policy dealing with nomination and remuneration are as under:

Nomination

1. Appointment:

The Board shall assess the requirement of appointment of a new Director on the Board or Key Managerial Personnel in the following events:

a. To Jill up a casual vacancy,

b. To fulfill statutory requirement, or

c. To Jill up critical positions in the Company as per the organization structure.

2. Based on the requirement assessed above, the Committee shall recommend the person/ persons to be appointed. The incumbent should necessarily fulfill the following criteria:

a. Criteria for appointment as Director: The incumbent should:

i. not be disqualified in terms of Section 164 of the Act;

ii. be eligible in terms of Schedule V to the Act, if he is going to be appointed as Managing Director, Whole-time Director or manager;

iii. fulfill the terms of independence as per the provisions of Section149 and Schedule IV to the Act;

iv. Possess qualification, experience, capability and knowledge commensurate with the functional responsibilities he has to fulfill;

v. re-appointment of independent director shall be on the basis of report of performance evaluation.

b. Criteria for appointment as Key Managerial Personnel and Senior Management Employees: The incumbent should possess the following qualities:

i. Qualification and experience should be commensurate with the function to be headed.

ii. He/she should display Endurance Values - Customer Centricity, Integrity, Transparency, Teamwork and Innovation (CITTI).

3. Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the guidelines provided under the Act;

4. Succession Planning - The Committee shall establish and review succession plans of the Board, Key Managerial Personnel and Senior Management Employees.

3. Stakeholders Relationship Committee:

The Company has formed the Stakeholders Relationship Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and in view of the compliance of the Corporate Governance Provisions, and proposed applicable provisions of the SEBI (LODR) Regulation, 2015.

The constituted Stakeholders Relationship Committee comprises the following members:

Name of the Director	Designation in the Committee	Nature of Directorship
Sunny Surendrakumar Sharma	Chairman	Non-Executive Director
Chinu Kalal *	Member	Non-Executive Independent Director
Avni Chouhan @	Member	Non-Executive Independent Director
Sumitkumar Jayantibhai Patel	Member	Non-Executive Independent Director

* Ceased to be a member of the Committee due to her resignation effective February 28, 2023 @Inducted as a Member effective February 28, 2023

The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee.

This Committee will address all grievances of Shareholders and Investors in compliance of the provisions of section 178 (5) of the Companies Act, 2013and its terms of reference include the following:

1) Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer of Equity Shares;

2) Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

3) Allotment of shares, monitoring and approving transfers, transmissions, dematerialization, rematerialization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer/ transmission of shares and debentures;

4) Reference to statutory and regulatory authorities regarding investor grievances;

5) To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

6) And to do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers; and

7) Carrying out any other function contained in the SEBI (LODR) Regulations as and when amended from time to time.

(i) Meetings and Attendance:

During the year 2022-23, there were no meetings of the Committee were held.

Name of the Director	Designation in the Committee	Nature of Directorship
Sunny Surendrakumar Sharma	Chairman	Non-Executive Director
Chinu Kalal *	Member	Non-Executive Independent Director
Avni Chouhan @	Member	Non-Executive Independent Director
Sumitkumar Jayantibhai Patel	Member	Non-Executive Independent Director

* Ceased to be a member of the Committee due to her resignation effective February 28, 2023 @Inducted as a Member effective February 28, 2023

4. Sexual Harassment Committee:

The Sexual Harassment Committee was constituted by the Board of Directors at the meeting held on November 28, 2022 in compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

As on the date of this Prospectus the Sexual Harassment Committee consists of the following Directors:

Name of the Director	Designation in the Committee	Nature of designation
Mr. Tarungiri Goswami	Member	Employee
Mr. Sunil Kanubhai Patel	Member	Employee
Mrs. Manjulaben Natvarlal Patel	Member	External Member

The Company Secretary and Compliance Officer of the Company will act as the secretary of the Sexual Harassment Committee.

The scope and function of the Sexual Harassment Committee and its terms of reference shall include the following:

1) To create and maintain an atmosphere in which employees can work together, without fear of sexual harassment, exploitation or intimidation.

2) Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behavior is prohibited both by law and by the Company.

3) The committee shall take reasonable steps to ensure prevention of sexual harassment at work which may include circulating applicable policies and other relevant information to all associates, including to all new joinees.

4) Ensure to provide safeguards against false or malicious charges.

5) To discourage and prevent employment-related sexual harassment.

6) To investigate every formal written complaint of sexual harassment.

7) Review the complainants complaint in a fair and objective manner.

8) Determine the facts of the case with the individuals concerned and the witnesses, if any, and prepare a report with the findings.

9) To redress complaints of sexual harassment by taking appropriate remedial measures to respond to any substantiated allegations of sexual harassment.

10) To protect the interests of the victim, the accused person and others who may report incidents of sexual harassment, confidentiality will be maintained throughout the investigatory process to the extent practicable and appropriate under the circumstances.

11) To ensure all records of complaints, including contents of meetings, results of investigations and other relevant material kept are confidential by the Company except where disclosure is required under disciplinary or other remedial processes.

12) Be bound in the principle of natural justice and be unbiased in their evaluation.

(i) Meetings and Attendance:

During the year 2022-23, there were no meetings of the Committee were held.

Name of the Director	Designation in the Committee	Nature of designation
Mr. Tarungiri Goswami	Member	Employee
Mr. Sunil Kanubhai Patel	Member	Employee
Mrs. Manjulaben Natvarlal Patel	Member	External Member

DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

There were no outstanding shares lying in the demat suspense account/unclaimed suspense account and therefore, disclosure relating to the same is not applicable.

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS UNDER SECTION 134(3)(p) OF THE COMPANIES ACT, 2013:

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Nomination and Remuneration Committee has carried out the annual evaluation of Individual Directors of the Company; and the Board of Directors has carried out the annual evaluation of the performance of performance of the Board and its Committees and Independent

Directors. Further, Independent Directors also reviewed the performance of the Non-Independent Director and Board as a Whole and performance of the Chairman. The evaluation sheet for evaluation of Board, committees and Directors/Chairman were circulated to the respective meetings of the Board, Nomination and remuneration Committee and Independent Directors Separate Meeting.

The performance of the Board is evaluated based on composition of the Board, its committees, performance of duties and obligations, governance issues etc. The performance of the committees is evaluated based on adequacy of terms of reference of the Committee, fulfilment of key responsibilities, frequency and effectiveness of meetings etc. The performance of individual Directors and Chairman was also carried out in terms of adherence to code of conduct, participation in board meetings, implementing corporate governance practices etc.

The Independent Directors are evaluated based on their participation and contribution, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behaviour and judgement.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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(3) of The Companies (Accounts) Rules, 2014, is attached to this Report as "Annexure A".

PARTICULAR OF EMPLOYEES:

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached as "Annexure B" to this report.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

As on March 31, 2023, the Company does not have any subsidiary, joint venture or associate companies.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.

AUDITORS:

Statutory Auditors:

The Members of the Company approved appointment of M/s. JM Patel & Bros, Chartered Accountants (ICAI Firm Registration No. 107707W), as Auditors of the Company for a period of 5 years.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The report given by the Statutory Auditors on the financial statements of the Company is a part of this Annual Report. There were no qualifications, reservations, and adverse remark or Disclaimer given by the Statutory Auditors in their Report.

Reporting of frauds by Auditors:

During the year under review, the Auditors have not reported any instances of fraud under Section 143(12) of the Act, committed against the Company by its officers or employees, to the Audit Committee or the Board, the details of which would be required to be mentioned in the Directors Report.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules thereof, the Company has appointed M/s B.S. Vyas & Associates Practising Company Secretary, Ahmedabad to conduct a Secretarial Audit for the year 2022 - 2023. The Secretarial Audit Report for the year ended March 31, 2023 is annexed herewith as "Annexure C" to this Boards Report. The secretarial audit report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

COST AUDITOR:

The provisions of Section 148 of the Companies Act, 2013 and rules thereof are not applicable.

MATERIAL ORDER PASSED BY REGULATORS/COURTS/TRIBUNALS:

There was no material order passed by Regulators/Courts/Tribunals during the year under review impacting the going concern status and companys operations in future.

DEPOSITS:

The Company has not accepted any deposit from the public within the meaning of Chapter V of the Companies Act 2013 and rules there under.

CORPORATE GOVERNANCE:

The Company adheres to the best Corporate Governance practices and always works in the best interest of its stakeholders. The Company has incorporated the appropriate standards for corporate governance. Further, the Company is listed on BSE SME Platform and as such pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company

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

The particulars of loans, guarantees or investments, if any, made during the Financial Year 2022-23, are disclosed in the notes attached to and forming part of the Financial Statements of the Company, prepared for the financial year ended March 31, 2023.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Clause (c) of Sub-Section (3) of Section 134 of the Companies Act, 2013, which states:

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 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 as at the end of the financial year and of the profit /loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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;

e) the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal 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.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has in place proper system of internal financial control which is commensurate with size and nature of business. The Company has an Audit Committee headed by the Independent Director, inter-alia, to oversee companys financial reporting process, disclosure of financial information, and reviewing the performance of statutory and internal auditors with management.

COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

RELATED PARTY TRANSACTIONS:

All the Related Party Transactions which were entered into during the Financial Year 2022-23 were at arms length basis and in the ordinary course of business. Further, details of material related party transactions as required to be provided in format of AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) of the Companies Act, 2013 form part of this report as "Annexure D".

ANNUAL RETURN:

As per the requirement of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with rules made there under, as amended from time to time, the Annual Return in Form MGT-7 is available on the website of the Company in the Annual Return section at http: / /svsventures.co.in/annual-return/.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on Management Discussion and Analysis (MD&A) Report is included in this Report as "Annexure E".

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place a policy on "Prevention of Sexual Harassment", through which the Company addresses complaints of sexual harassment at the all workplaces. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no incidences/complaint reported under said Act.

RISK MANAGEMENT AND ITS POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the Meetings of the Audit Committee and the Board of Directors of the Company.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has established a whistle blower policy/ Vigil mechanism in compliance with the provision of Section 177(10) of the Companies Act, 2013 for the genuine concerns expressed by the employees and Directors about the unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct. The Company provides adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The Board has approved the policy for vigil mechanism which is available on the website of the Company at http: / /svsventures.co.in/wp-content/uploads/2022/07/Whistle-Blower-Policy.pdf.

PROCEEDINGS INITIATED/ PENDING AGAINST THE COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

ACKNOWLEDGEMENT:

Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in the Company and express appreciation to the Workers, Executive Staff and Team Members at all levels.

Date: September 05, 2023	For and on behalf of Board of Directors SVS VENTURES LIMITED
Place: Ahmedabad
Registered office:	Sd/-	Sd/-
Block A, Office No. 1009, Mondeal
Hights, Nr. Panchratna Party plot,	Shashikant Sharma	Sunny Sharma
S.G. Highway Ahmedabad -	Managing Director	Non-Executive Director
380051	(DIN: 06628349)	(DIN: 09480894)