Sarveshwar Foods Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting their 21st Annual Report on the business and operations of
the company and the accounts for the financial year ended 31st March, 2025.

Financial Results

Key aspects of consolidated and standalone Financial Performance of Sarveshwar Foods Limited for
the Current Financial 2024-2025 along with the previous Financial Year 2023-2024 as tabulated
below:

Particulars	Consolidated		Standalone
	Year ended 31“ March, 2025	Year Ended 31“ March, 2024	Year ended 31“ March, 2025	Year Ended 31“ March, 2024
Revenue from operations	1,13,622.09	36,959.29	55,638.51	37,751.31
Other Income	549. OS	727.28	322,13	322.21
Total Income	1,14,171.95	37,636.53	55,960.64	38,073.44
Expenses	45,773.86	25,872.18	54,759.40	37,062.62
EBITDA	7,731.61	6,306.16	3,181,44	2,967,08
Depreciation and Amortization Expenses	116.97	111.98	38.64	36.76
Finance Costs	3970.74	3,944,27	1,941,56	1,919,50
Profit Before exceptional items and tax	3643.89	2,249.91	1,201,24	1,010,82
Exceptional Items	MIL	MIL	NIL	NIL
PBT	3,643,89	2,249,91	1,201,24	1,010,82
Tax Expenses
Current Year	911	566.00	302.00	254.00
Previous Year Tax	47,59	(69.74)	9,08	(57.44)
Deferred Tax	(11.93)	19.16	9,64	(8.00)
PAT	2,719.17	1,734,49	380,52	322.26
Share of Profit / (loss) of associate.	(5.35)	(56.50)	"	NIL
Minority Interest	2,42	(1.54)	1	N.A
Profit after Taxes and Minority Interest	2711.40	1,676.45	381,39	322.26
Appropriations
Earnings Per Share (Face Value of Rs -1 /- Each)	0.28	0.23	0.09	0,11

The Total Income of the company during the year under review has been Rs. 1141.71 cr As
against Rs. 87.68 cr in the previous year. The operating profit for the year (EBITDA) for the
year stood at Rs. 77.32 cr as compared to the Rs. 63.06 cr in the previous year, an increase
of 23 %. The company has earned Net Profit of Rs. 26.92 cr as compared to Rs.16.78 cr in
the previous year, an increase of 60%. The company''s earnings per share are 0.28 the
current year.

KEY METRICS

DIVIDEND

The Board wishes to retain all its earnings to further grow and invest in the core business and
increase efficiency and therefore do not recommend any distribution of dividend for the
financial year ended on 51stmarch , 2025.

TRANSFER TO RESERVES

For considering the growth planning the amount of Rs. 44.09 Lakhs is transferred to the
reserves account after making appropriations.

CHANGES IN SHARE CAPITAL

During the period under review, there is no change in the share capital of the company.

RAISING OF FUNDS THROUGH ISSUANCE OF SECURITIES

Pursuant to the approval of board in its board meeting held on 15thAugust, 2024 and further
approval of members in Annual General Meeting dated 27thSeptember,2024, The company
has approved the raising of Funds through issuance of securities.

CREDIT RATING

The details of credit rating are set out in the corporate governance report, which forms part
of this reported .

The Audited consolidated financial statements prepared by the company are duly provided
in the Annual Report of the Company.

MATERIAL CHANGES DURING THE YEAR (2024-25)

1. Approval & Allotment of Fully Convertible Warrants

During the reporting period, Sarveshwar Foods Limited received in-principle approval from
stock exchanges for the issue and allotment of fully convertible warrants. This step is part of
a forward-looking financial strategy designed to strengthen the Company''s capital
structure.

Pursuant to this, the Company allotted fully convertible warrants on 25th July 2024 ,

amounting to a total issue size of f98,94,00,000. In accordance with SEBI regulations, 25%
of the allotment amounting to f24,73,50,000 was received on the date of allotment.

This strategic financial instrument reflects the Board''s proactive approach in maintaining
liquidity and financial flexibility. It also underlines investor confidence and the Company''s
focus on long-term value creation.

2. Acquisition of Natural Global Foods DMCC

On 29 November 2024, Sarveshwar Foods Limited approved the acquisition of the
remaining stake in Natural Global Foods DMCC, a Dubai-based entity. The transaction
was completed by 50 January 2025, thereby making the company a wholly owned
subsidiary.

Natural Global Foods DMCC plays a crucial role in Sarveshwar''s international operations,
particularly across the Middle East, Africa, and Europe. The complete acquisition is a
strategic move to consolidate operational control, enhance governance, and improve
profitability in overseas markets.

This step also enables Sarveshwar to streamline logistical operations, integrate brand
identity across markets, and better comply with evolving regional regulations. It signifies the
Company''s commitment to becoming a prominent exporter of agro-based products on a
global scale.

3. Change in Corporate Office

In December 2024, the Company relocated its Corporate Office to B-612, Wing B, Kanakia
Wall Street, Andheri East, Mumbai - 400059. This relocation is part of Sarveshwar''s broader
strategy to support its evolving business needs and enhance accessibility.

The new office space provides modern infrastructure, improved connectivity to business
partners and financial institutions, and an upgraded work environment for employees.
Located in Mumbai''s prime commercial hub, this move enhances the Company''s corporate
presence and facilitates smoother interactions with key stakeholders.

The relocation supports Sarveshwar''s expanding domestic and international operations and
is a symbolic and operational upgrade in line with its vision to become a globally respected
organization.

4. Appointment of Mr. Mansoor Khan as Deputy CEO

On 29 March 2025, the Board of Sarveshwar Foods Limited approved the appointment of
Mr. Mansoor Khan as Deputy Chief Executive Officer, effective immediately .

The decision followed the recommendation of the Nomination & Remuneration Committee in
accordance with SEBI (LODR Regulation 50).

Profile & Strategic Role:

• Mr. Khan brings over 20 years of leadership across exports and administration in the
FMCG sector.

• He holds a BE (Mechanical) and an MBA, and has previously been associated with
international operations in UAE .

• His appointment strengthens Sarveshwar''s senior management team, particularly in
export markets and operational delivery.

The appointment was promptly disclosed to BSE and NSE to ensure adherence to disclosure
norms and investor awareness.

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

Increase in Authorized Share Capital

Following the conclusion of FY 2024-25, Sarveshwar Foods Limited, pursuant to a Board
Resolution passed at its meeting held on 20th May 2025, and subsequently approved by
shareholders through postal ballot on 21st June 2025, has approved an increase in its
Authorized Share Capital.

The Authorized Share Capital has been increased from ¥1,20,00,00,000 (Rupees One
Hundred Twenty Crores) divided into 120,00,00,000 equity shares of ¥1 each, to
Â¥1,60,00,00,000 (Rupees One Hundred Sixty Crores) divided into 160,00,00,000 equity
shares of ¥1 each.

This capital increase was undertaken to facilitate the issuance of equity shares under the
potential future capital-raising initiatives. The move is a proactive financial strategy that
strengthens the Company''s capital base and enhances its flexibility to respond swiftly to
expansion opportunities, acquisitions, or any working capital requirements.

The necessary filings were made with the Registrar of Companies, and updates were
disseminated through stock exchanges in compliance with SEBI LODR provisions.

Right Issue of Equity Shares

The Board of Directors, at its meeting held on August 11, 2025, approved a Rights Issue of up
to 24,99,10,469 fully paid-up equity shares of face value ¥1 each at an issue price of
¥6 per share (including a premium of ¥5 per share), aggregating up to approximately
Â¥14,994.65 lakhs. The Rights Issue has been undertaken in the ratio of 12 Equity Shares for
every 47 fully paid-up Equity Shares held by the eligible equity shareholders of the
Company as on the Record Date of August 22, 2025.

The Rights Issue will open for subscription on September 2, 2025 and close on September
16, 2025. The proceeds from the issue are proposed to be utilized towards augmenting the
working capital requirements of the Company and for general corporate purposes.

This Rights Issue represents a significant step in strengthening the Company''s capital
structure and supporting its growth strategy.

During the period under review and up to the date of this Report, Mr. Harbans Lal, Executive
Director of the Company, resigned from the Directorship of the Company with effect from
4th August, 2025 due to personal reasons.

The Board places on record its deep appreciation for the valuable guidance, contribution
and support rendered by Mr. Harbans Lal during his tenure as a Director of the Company.

Change in Key Managerial Personnel

During the period under review and up to the date of this Report, Mr. Vishal Narchal, Chief
Financial Officer (CFO) and Chief Operating Officer (COO) of the Company, resigned from
his position with effect from August 05, 2025due to personal and health reasons.

The Board places on record its sincere appreciation for the invaluable services, commitment,
and contribution made by Mr. Vishal Narchal during his tenure as the CFO and COO of the
Company.

Appointment of Chief Financial Officer

Based on the recommendations of the Nomination and Remuneration Committee, the Board
of Directors at its meeting held on August 11, 2025, approved the appointment of Mr. Anand
Sharda as the Chief Financial Officer (CFO) of the Company with effect from 11 August
2025.

Mr. Sharda is a qualified Chartered Accountant with nearly 19 years of extensive experience
in Accounting and Financial Management, with specialization in strategic financial
management across diverse industry sectors. He has previously been associated with
reputed organizations including Parag Milkfoods Limited, RBL Bank Limited, DCB Bank
Limited, and Publicis Groupe.

The Board believes that Mr. Sharda''s rich professional expertise and leadership will play a
crucial role in enhancing the financial strength and strategic planning of the Company.

During the period under review and up to the date of this Report, the Board of Directors,
based on the recommendation of the Nomination and Remuneration Committee, approved
by way of circular resolution dated July 4, 2025, the appointment of Mr. Kamal Kishore
Sharma (DIN: 11155068) as an Additional Director (Non-Executive & Independent) of the
Company for a term of five consecutive years, subject to the approval of the shareholders.

Mr. Sharma is a seasoned agricultural professional with over 36 years of distinguished
service in the Government of Jammu & Kashmir, culminating in his role as Director of
Agriculture & Farmers'' Welfare. With strong academic credentials in Agriculture (M.Sc.
Horticulture, B.Sc. Hons.), he has spearheaded several high-impact initiatives in agriculture
extension, project planning, soil and water conservation, farm-based livelihood generation,
and procurement reforms that benefited farmers. He played a pivotal role in the
implementation of schemes such as KrishonnatiYojna, RKVY, and PM FasalBima Yojana, in
securing GI tagging of Basmati and Saffron, and in branding initiatives such as "JmuKheti".

The Board believes that his vast expertise, leadership, and policy insights will significantly
contribute to the Company''s growth, governance, and sustainability initiatives.

Resignation of Independent Director

During the period under review and up to the date of this Report, Mr. Tej Pratap (DIN:
07818713) tendered his resignation from the position of Independent Director of the
Company with effect from the close of business hours on May 29, 2025, due to personal
commitments and pre-occupation. Consequently, he also ceased to be a Member of the
Committees of the Board of the Company.

Mr. Tej Pratap has confirmed that there are no other material reasons for his resignation
other than those stated in his resignation letter.

The Board places on record its sincere appreciation for the valuable guidance, commitment,
and contribution made by Mr. Tej Pratap during his tenure as an Independent Director of the
Company.

CHANGE IN NATURE OF BUSINESS:

• There is no change in the nature of business of the company during the financial year
2024-2025

• SEGMENT REPORTING

A separate reportable segment forms part of notes to the accounts.

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

• During the Financial year 2024-2025 , Your Company has acquired 55% of Natural Global
Foods DMCC , a Dubai - Based Company , which was earlier your associate company holding 45
% of the company. On 30th January , 2025 you company made it wholly owned subsidiary by
acquiring 100 % shareholding.

• As On March 31st , 2025 , The company has Four (4) Subsidiaries namely

1. Sarveshwar Overseas Limited (99% stake held by Sarveshwar Foods Limited)

2. Himalayan Bio Organic Foods Limited( Wholly Owned Subsidiary )

3. Green Point Pte. Ltd (Wholly owned subsidiary (w.e.f March 26,2024)

4. Natural Global Foods DMCC( Wholly owned Subsidiary (w.e.f 30th January
2025)

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS:

The Audited consolidated financial statements prepared by the company are duly provided in the
Annual Report of the Company.

Further there has been no material change in the nature of business of the subsidiaries during the
financial year 2024-2025. The consolidated Financial Statements of your company for the financial
2024-2025 are prepared in compliances with applicable provisions of the companies'' act, 2013
read with the rules issued there under and the provision of SEBI (LODR) Regulation 2015. 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 proviso of sub section(3) of section 129 of 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 of subsidiaries forming part of this Annual Report . Consolidated
Turnover is Rs. 1136.23 cr in current year as compared to Rs. 869.59 cr in last year. Consolidated Net
profit after tax is Rs. 27 cr as compared to 17 cr in the last year. The financial statements of the
subsidiary company and related information are available for inspection by the member at the
registered office of the company during business hours on all days except Sunday and holiday up to
the date of Annual General Meeting as required under Section 138 of the companiesACT, 2013. Any
member desirous of obtaining the copy of said Financial Statements may write to the compliance
officer at the Registered Office of the Company.

The financial statements including the consolidated financial statements, statements
containing salient features of the financial statements of subsidiaries and all other
documents shall also be available on company''s website www.sarveshwarfoods.com , in
a downloadable format.

BOARD OF DIRECTORS AND KEY MANAGRIAL PERSONNEL :

As on March 31, 2025 the company''s Board has strength of ten (10) Directors including One
(1) women Director. The Chairman of the Company of the board is an Honorary chairman.
The Composition of the board is as below:

Category	Number of Directors	% of Total Number of Directors
Executive Directors (including Women Director)	4	40
Independent Non- Executive Director	5	50
Non- Executive Director	1	10

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

RETIRE BY ROTATION

Pursuant the provisions of section 149 of the companies act, 2013 and Articles of Association
of the company all directors are liable to retire by rotation. No Independent directors are
liable for retire by rotation. However they can resign from directorship any time before their
respective tenure.

In accordance to the provisions of Section 152 of the Companies Act , 2013 and Articles of
Association of the company , Rohit Gupta (Non Executive Director ) and Seema Rani (Whole
Time - 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
expertise in specific functional areas, names of companies in which they have held
directorship, committee memberships, their shareholding etc. are furnished in the
explanatory statement to the notice of the Annual General Meeting and also forming part of
the Corporate Governance Report. The board recommends their re-appointment at the
ensuing Annual General Meeting.

AUDIT COMMITTEE

As on March 31, 2025 , the Audit Committee of Sarveshwar Foods Limited Comprises of
Following three(3) members , with majority of Independent Non- Executive Directors

Name	Nature of Designation		Designation in Corem ttee
Mr. Adarsh Kumar Gupta	Non- Executive Director.	Independent	Chairman
Dr. (Jttar Kumar Gupta	Non - Executive Director.	Independent	Member
Mr. Anil Kumar	Executive Director.		Member

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 Personnel (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-enactments for the time being in force are as follows

S.NO	NAME OF KMPs	Designation
1	Anil Kumar	Managing Director
2	Anand Sharda	Chief Financiai officer
3	Seem a Rani	Whole Time Director
4	Sadlwi Sharma	Company Secretary and Compliance Officer

• Resignation of Mr. Vishal Narchal as the chief financial officer and chief operating
officer of the company with effect from 5th August , 2025

DETAILS OF DIRECTORS APPOINTED AND RESIGNED DURING THE YEAR:

• No such appointments and resignations were done in the year 2024-2025.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The disclosures with respect to the remuneration of Directors and Remuneration of Directors
and employees under Section 197 of Companies act , 2015 real with Rule 5 (1) of the
companies ( Appointment and Remuneration of Managerial Personnel) Rules , 2014 along
with a statement containing particulars of employees required under section 197 of
companies act , 2015 read with rule 5 (2) and (5) 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
154(5)(e) and section 178(5) of the Companies Act , 2015 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:

• To identify the person who are qualified to became 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;

• To formulate the criteria for determining qualifications, positive attributes and
Independence of director and recommend to the board a policy relating to
Remuneration of directors, key managerial personnel and other employees of
Sarveshwar Foods Limited.

• To formulate the criteria for evaluation of independent directors and the board.

• To report to the board for further evaluation of the board and to determining whether
to extend or continue the term appointed of independent directors.

• To recommend to the board on remuneration payable to the directors, key managerial
Personnel and senior management.

• To provide to key managerial personnel and senior management reward linked directly
to their efforts, performance, dedication and achievements relating to the company''s
operations.

• To retain, motivate and promote talent and to ensure long term sustainability of talented
managerial persons and create competitive advantage.

• To develop a succession plan for the board and regularly review the plan.

• To assist the board in full filling responsibilities.

• To implement and monitor policies and process regarding principles of corporate
governance.

• Remuneration to directors, key managerial personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long term performance
objectives appropriate to the working of the company and its goals.

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

NUMBER OF MEETING OF BOARD

During the Financial Year 2024-2025, Nine Board Meeting were held . For Details thereof
kindly refer to the Section ''board meetings and procedure - Details of Board Meetings held
and attended by the directors during the financial year 2024-2025, in the Corporate
Governance Report of forming part of this Annual Report.

Board Evaluation

In Pursuance of Section 178 of the Companies Act , 2015 read with Regulations 4(2),17(10)
and 19(4) read with Schedule II Part D of Securities and Exchange Board of India ( Listing
Obligations and Disclosure) , Regulation , 2015 and Secretarial Standards -I , the Nomination
and Remunerationhas 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 2024-2025.

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 the Board''s report.

STATEMENT OF DECLARATIONS BY AN INDEPENDENT DIRECTOS(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 , 2015 and they have
complied with the code foe 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
there under 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 relevanr experience in the fields of administration, General management, Accounts &
Finance , Audit , Internal Audit , Taxation , Risk Board procedures , Governance etc., for
performing their role as independent Directors 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 expertise in the fields of administration , General management , Accounts and
Finance , Internal Audit , Taxation , risk , Board Procedures , Governance Etc. for performing
their role as independent Directors of the Company .

REMUNERATION POLICY:

The Company has framed Remuneration Policy in compliance with Section 178 of the
Companies Act, 2015 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, 2015. The Policy is available at Company website
www.sarveshwarfoods.com

EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(5) and Section 154 (5) (a) of the Companies Act, 2015
and rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Company
has placed the copy of Annual Return as at 51st March, 2025 on its website
https://sarveshwarfoods.com/investor.asp?id=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. 2015 are disclosed
in Form No. AOC-2 marked as Annexure-II. With reference to Section 154(5)(h) of
Companies Act, 2015, 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 approvals 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: www.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 145(12) of the Companies Act, 2015). 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 rules 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 SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Pursuant to sub-section (5) 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-III Performance and financial position of each of the subsidiaries companies and
associate included in the consolidated financial statement. Moreover, 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, 2015 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 for the Financial year 2024-25. 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 158 of the Companies Act, 2015 read with the Companies
(Accounts) rules, 2014, the Company has appointed firm MSGK & Associates having Firm
Registration Number 051546N as its Internal Auditors. During the year, the Company actively
implemented the Internal Auditors'' recommendations to enhance its overall control
environment. The scope of the internal audit encompassed a comprehensive review of
processes related to asset safeguarding, evaluation of operational efficiency, assessment of
system and process effectiveness, and an examination of internal control robustness across
all functional areas.

Audit findings were thoroughly discussed with respective process owners, and appropriate
corrective actions were undertaken in line with the directives of the Audit Committee. This
continuous process aims to strengthen governance and improve operational effectiveness
on an ongoing basis.

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
developed familiarization programme for the Independent Directors to familiarize them with
the Company roles, rights, responsibilities in the Company, nature of the industry in which
the Company operates ,business model of the Company, etc. They are periodically updated
about the development which place in the Company. At the time of appointment of an
Independent Director, the Company issues formal letter of appointment setting out in detail,
the terms of appointment, duties, responsibilities, commitments etc. The familiarization
program is available on the Company''s 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):

Your Company made Preferential Allotment of Fully Convertible warrants on 25th July , 2024
and Warrants are subject to conversion on receipts of Remaining Amount during Financial year
2025-26, . There is no Deviation or Variation in the utilization of funds raised through
preferential issue of Fully Convertible Warrants.

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

During the financial year 2024-25, the Company came up with fully convertible warrants
allotted at a price of Rs. 9.70/- per warrant. The Company received Rs 24.73 cr being Upfront
payment of 25% against the Warrants. Post receipt of 25% of the Consideration, Warrants were
allotted, the Warrants are subject to conversion on receipt of Remaining Amount during
Financial year 2025-26. The funds so raised on allotment of fully convertible warrants were fully
utilized for (a) working capital requirements (b) capital expenditure(c) any other cost incurred
towards the objects of the Company(d) financing of business opportunities, strategic initiatives;
(e) general corporate purpose; and(f) 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 March 2024
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 Internal Auditors.

DEPOSITS:

The Company has neither accepted nor renewed any deposits falling under Chapter V of
Companies Act. 2015.

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 2024-2025, the Company has complied with all the applicable
Secretarial 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 155 of the Companies Act, 2015 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
54(2)(e) of Listing Regulations forms part of this Annual Report for the year ended 51st
March, 2025.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has Whistle Blower Policy/ Vigil Mechanism as required under Companies Act.
2015 and as per Listing Obligations and Disclosures Requirements Region Formulated by
Securities and Exchange Board of India (SEBI) The Vigil (Whistle Blower)mechanism provides
a channel to the employees and Directors to report to the management, concerns 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
Directorsto 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 WORK
PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual
Harassment Women at Workplace (Prevention, Prohibition and Redressal) Act, 2015 has been
notified on December, 2015 . 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 set up Committee for implementation of said
policy. During the year, the Company has not received complaint of harassment.

(a) number of complaints of sexual harassment received in the year; - NIL

(b) number of complaints disposed off during the year - NA

(c) number of cases pending for more than ninety days - NA

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

The details of conservation of energy, technology absorption, foreign exchange earnings and
outgo art 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 in previous year were continued. The efficiency of Energy utilization is being
monitored at every Quarter, order to achieve effective Conservation of Energy. The
significant energy conservation during the year was:

Particulars	2024-2025	2023-2024
Through Electricity purchases	-	-
UNITS	5,73,880	5,52,831
Total Amount (Rs.)	3845129.35	2985292.34
Through Diesel	-	-
Total Amount (Rs.)( Per unit)	6.70	5.4

(b) 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 to drive towards cost reduction substantially.

LIGHTING:

As part of the Company''s energy conservation initiatives, conventional lighting systems—
including incandescent lamps, halogen street lights, and HPSV fixtures—were systematically
replaced with energy-efficient LED light fixtures across various locations during the year.

LED technology, known for its superior energy efficiency and durability, consumes up to 60%
less power than traditional lighting solutions. This transition has significantly contributed to
the reduction of overall power consumption and has also lowered maintenance costs due to
the extended lifespan of LED fixtures.

(B) Technology. Absorption. Adaption and Innovation:

In today''s rapidly evolving industrial landscape, technological innovation has become a
cornerstone for operational efficiency and sustainable growth. Recognizing this, our
organization has consistently embraced advanced solutions to modernize operations,
optimize resource utilization, and enhance productivity.

Over time, significant progress has been made in improving material handling
processes, with a strong focus on reducing manual intervention. A state-of-the-art
automated conveying system has been installed, along with the strategic deployment of
forklifts and other mechanized equipment to streamline in-plant material movement,
resulting in increased operational safety and efficiency.

As part of our energy optimization initiatives, conventional drive systems have been
systematically replaced with Variable Frequency Drives (VFDs) and intelligent
automation controls. This shift not only contributes to substantial energy savings, but also
reduces equipment breakdowns, improves process stability, and supports long-term cost
control.

In line with industry best practices, we have also upgraded critical processing equipment
such as Color Sorters, which play a vital role in the rice milling process. Outdated, low-
capacity machines have been replaced with next-generation, high-throughput color
sorting systems, leading to a measurable reduction in product rejection rates, improved
quality output, and enhanced plant capacity utilization.

The Company strongly believes that sustainable process improvement is driven by
empowered and skilled employees. To cultivate a high-performance culture, we have
launched a structured Manufacturing Excellence and Continuous Improvement
Program. This initiative is aligned with global standards and focuses on:

• 5S Implementation for workplace organization

• Preventive & Predictive Maintenance Practices

• Reliability Engineering Metrics such as MTTR (Mean Time to Repair) and MTBF (Mean
Time Between Failures)

• Root Cause Analysis (RCA) for failure prevention

• Digital Dashboards for performance monitoring and data-driven decision making

These initiatives collectively aim to foster innovation, minimize waste, and build resilience in
our operations — enabling us to remain agile and competitive in a dynamic market
environment.

(C) Foreign exchange earnings and Outgo:

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

Particulars	2024-2025 (Rs. In Lakhs)	2023-2024 (Rs. In Lakhs)
Foreign Exchange	7489.67	4622.37
earnings
	2199.65	100
Foreign Exchange outgo

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, You 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 154(5)(C) of the Companies Act. 2015, the Director''s based on the
representations receive 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 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.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

In accordance with the applicable provisions of the Companies Act, 2015, 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 places on record their gratitude to all stakeholders for their assistance, cooperation
and encouragement. Your Director also wishes to place on record their sincere thanks to all investor,
vendor, and employees for their outstanding performance.

Date: 01/09/2025

Place: Jammu

For and on behalf of Board of Directors

anil kumar
managing director

^d|N: 07417538 seema rani

whole time director

din: 08385581

---

Mar 31, 2024

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:

	CONSOLIDATED		STANDALONE
PARTICULARS	Year Ended 31 March, 2024	Year Ended 31 March, 2023	Year Ended 31 March, 2024	Year Ended 31 March, 2023
Revenue from operations	86,959.29	68,932.40	37,751.31	32,436.57
Other Income	727.28	805.23	322.12	837.01
Total Income	87,686.58	69,737.63	38073.44	33,273.58
Expenses	81,380.41	65,687.13	35106.36	31,376.19
Earnings Before Interest, Taxes, Depreciation, and Amortization	6,306.16	4„050.50	2,967.08	1,897.39
Depreciation and Amortization Expenses	111.98	271.53	36.76	59.77
Finance Costs	3,944.27	2,688.84	1919.50	1,281.17

Profit before Exceptional items and Tax	2,249.91	1090.13	1010.82	556.45
Exceptional Items	NIL	NIL	NIL	NIL
Profit before Tax (PBT)	2,249.91	1090.13	1010.82	556.45
Tax expense:
Current Year	566.00	341.86	254.00	160.84
Previous Year Tax	(69.74)		(57.44)	-
Deferred Tax	19.16	(42.93)	(8.00)	(4.04)
Profit After Tax (PAT)	1734.49	791.2	822.26	399.65
Share of profit/(loss) of associate	(56.50)	(11.14)	NIL	NIL
Minority Interest	(1.54)	(1.04)	N.A	N.A
Profit after Taxes and Minority Interest	1676.45	779.01	822.26	399.65
Appropriations	-	-
Earning Per Share (Face Value of Rs. 1/- each)	0.23	0.10	0.11	0.55

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 fully 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 capital requirements, supporting general corporate purposes, and covering issue-related expenses

• Sub Division of Shares 8i 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 NSE 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 IN 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 General Meeting {''AGM'') 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:

Category	Number of Directors	%to Total Number of Directors
Executive Directors (Including Woman Director)	4	40
Independent NonExecutive	5	50
Non Executive Directors	1	10

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 General Meeting and also forming part of Corporate Governance Report. The Board recommends their re-appointment at the ensuing Annual General 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:

Name	Nature of Directorship	Designation in Committee
Mr. Adarsh Gupta	Non-Executive Independent Director	Chairman
Dr. Uttar Kumar Padha	Non-Executive Independent Director	Member
Mr. Anil Kumar	Executive Director	Member

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

S.NO	Name of KMP''s	Designation
01.	Anil Kumar	Managing Director
02.	Vishal Narchal	Chief Financial Officer & Chief Operating Officer
03.	Seema Rani	Whole timeDirector
04.	Sadhvi Sharma	Company Secretary & Compliance Officer

•♦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:

Name of Persons	Designation	Appointment/ cessation	Date of Appointment/ Resignation
Mubarak Singh	Independent Director	Appointment	27/06/2023

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 long term 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 II 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, General management, Accounts & Finance, Audit , Internal Audit, Taxation, Risk, Board procedures, Governance etc., for performing their role 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/investor.asp7id-9

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 rules 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 SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

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-lll (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 Aslam & Associates, FRN- S2017JK528000 as its Internal 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 internal 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 roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. They are periodically 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):

Your 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 General 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 Internal Auditors.

DEPOSITS:

The Company has neither accepted nor renewed any deposits falling 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 all the applicable Secretarial 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 Regulations forms part of this Annual 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 Vigil (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:

(b) 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.

Particulars	2023-24	2022-23
Through Electricity Purchases
Units	936905	615801
Total Amount (Rs.)	5059287	3270821.3
Through Diesel
Total Amount (Rs.)	2.91	1.30

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 changing 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 Global 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:

Particulars	2023-2024 (Rs. In Lakhs)	2022 2023 (Rs. In Lakhs)
Foreign Exchange earnings	4622.37	14443.25
Foreign Exchange outgo	100	49.9

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 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.

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.

Date: 30/08/2023 Place: Jammu

For and on behalf of Board of Directors

ANIL KUMAR MANAGING DIRECTOR DIN:07417538

HARBANS LAL DIRECTOR DIN: 08385581

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Mar 31, 2023

Your Directors have pleasure in presenting their 19th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31st March, 2023.

FINANCIAL RESULTS

Key aspects of Consolidated and Standalone Financial Performance of Sarveshwar Foods Limited for the current Financial Year 2022-2023 along with the previous Financial Year 2021-2022 are tabulated below:

(Rs. In Lakhs)
PARTICULARS	CONSOLIDATED		STANDALONE
	Year Ended 31 March, 2023	Year Ended 31 March, 2022	Year Ended 31 March, 2023	Year Ended 31 March, 2022
Revenue from operations	68,932.40	60,472.11	32,436.57	27,290.80
Other Income	805.23	279.68	837.01	263.60
Total Income	69,737.63	60,751.79	33,273.58	27,554.40
Expenses	65,687.13	57,745.02	31,376.19	26061.7
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	4050.5	3006.77	1897.39	1492.7
Depreciation and Amortization Expenses	271.53	167.48	59.77	62.39
Finance Costs	2,688.84	1,974.09	1,281.17	889.58
Profit before Exceptional Items and Tax	1090.13	865.2	556.45	540.73
Exceptional Items	NIL	NIL	NIL	NIL
Profit before Tax (PBT)	1090.13	865.20	556.45	540.73
Tax expense:
Current Year	341.86	244.46	160.84	130.18
Previous Year Tax		-	-	-
Deferred Tax	(42.93)	1.05	(4.04)	0.81
Profit After Tax (PAT)	791.2	619.69	399.65	409.73
Share of profit/(loss) of associate	(11.14)	(283.78)	NIL	NIL
Minority Interest	1.04	0.74	N.A	N.A
Profit after Taxes and Minority Interest	779.02	3335.18	399.65	409.73
Appropriations		-		*
Earning Per Share (Face Value of Rs. 10/- each)	3.08	1.36	1.58	1.67

FINANCIAL REVIEW:

Your Company is focusing on the strategic pillars of cost efficiency programs, innovation, brand building and distribution in order to sustain growth and profitability. While the inflationary environment continues to pose a challenge, your Company maintained a stable outlook on demand and showcased a strong performance during the financial year 2022-23 under review.

The Highlights of Company''s performance for Financial Year 2022-2023 on consolidated basis are as under:

• Company''s Revenue from Operations is Rs 68,932.40 Lacs (31st March,2022 Rs. 60,472.11)

• Company''s Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) is 4050.5Lacs (31st March,2022 Rs. 3006.77)

• Company''s Profit before Tax is Rs 1090.13 Lacs.

• Company''s Profit after Tax is Rs 791.2 Lacs.

• Net Worth of the Company is Rs 21384.2 Lacs. (31st March,2022 Rs. 16298.73 Lacs)

• Earnings per share ( EPS) is 3.08 (31st March,2022 1.36)

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, 2023.

TRANSFER OF RESERVES:

In view of the robust financial strength of the Company, a sum of Rs.20.75 Lacs has been transferred to General Reserves out of the amount available for appropriations.

SHARE CAPITAL:

There is a change in the Authorized Share Capital of the company during the financial year 2022-2023 and the Authorized share capital of the company as on 31st March, 2023 is Rs.35,00,00,000 (INR Rs Thirty Five Crores). There is an increase in Authorized capital of Rs.5,00,00,000 (INR Rs Five Crores).

The paid up equity share capital of the Company as on March 31, 2023 is Rs.28,96,72,000 (INR Rs. Twenty Four Crores Fifty Six Lakhs Seventy two Thousand).The Company has made a preferential issue of

44.00. 000 Equity Shares of Nominal Value of ^10/- each, at an issue price of ^ 81.20/- per Equity Share and of 36,60,000 Fully Convertible warrants at face value of Rs 81.20/- per warrant.

MATERIAL CHANGES DURING THE YEAR:

1. Sale of Shares of Promoter of the Company

Mr Rohit Gupta, Promoter of the Company sold 13,44,000 Equity Shares representing 5.47% of the outstanding Share Capital of the Sarveshwar Foods Limited (''the Company'') through open market transactions.

Post these transactions, the Promoter and Promoter group stood with 68.20% in the company which was further reduced to 57% pursuant to the preferential allotment made by the company during the year. Today the Company is being led by the fourth generation of the founding family and as a promoters will continue to carry forward the century old Sarveshwar legacy and drive the company into the future - to achieve new goals and scale new heights.

2. Preferential allotment of 44 ,00,000 Equity shares to Non-Promoter Public category and 36,60,000 Fully Convertible warrants to Promoter and Promoter Group and Non-Promoter Public category

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. The funds so raised on allotment of fully convertible warrants and equity Shares were fully utilized for Working capital Requirements and General 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.

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

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 are mentioned below:

• Conversion of Warrants into Equity Shares.

During the financial year 2022-23, the Company came up with preferential issue of 36,60,000 fully convertible warrants allotted at a price of Rs. 81.2/- per warrant aggregating to Rs. 29.72 cr. The Company had received Rs. 7.43 Cr. being 25% of the consolidation payable on allotment of said warrants during the year 2023-24. and Rs. 35.72 Cr for allotment of Equity Shares during the year 2022-23.

The funds so raised on allotment of fully convertible warrants and equity Shares were fully utilised for Working capital Requirements and General Corporate Purpose and meeting issue related expenses. Out of which 16,30,000 Fully convertible Warrants, gets converted into Equity shares on payment of balance amount and same gets allotted on Board meeting held on 30th May, 2023.

• Sub-division of Ordinary Shares of the Company.

On August 2, 2023, the Board of Directors of the Company, considered and approved the proposal for subdivision of 1 (one) equity share of the Company having face value of ^10/- each into 10 (Ten) equity shares of the Company having face value of ^1/- each (''sub-division'') and consequential amendments in the Capital Clause of the Memorandum of Association of the Company, subject to the approval of the Shareholders of the Company and other necessary approvals. The said proposal was approved by the Shareholders of the Company at the Extra Ordinary General Meeting held on August 24, 2023. The Record Date for the sub-division was set as September 05, 2023 and consequently, the face value of the equity shares of the Company (fully paid-up and partly paid-up) was sub-divided to ^1/- each from ^10/- each.

• Bonus issue of Ordinary shares of the Company.

On August 2,2023, the Board of Directors of the Company, considered and approved the proposal of Bonus issue of Equity shares of the Company in the ratio of 2:1(i.e Two equity shares for every One equity shares) whose name appeared in Register of members as on the Record date fixed for this purpose ( which is 05th Sept,2023) and consequential amendments in the Capital clause of the Memorandum of Association of the Company, subject to the approval of the Shareholders of the Company and other necessary approvals.

The said proposal was approved by the Shareholders of the Company at the Extra Ordinary General Meeting held on August 24, 2023.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business of the Company during the financial year 2022-2023. 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 2022-2023, no entity became or ceased to be subsidiaries Joint Venture or associate of the Company.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS:

Your Company has two subsidiaries viz., Sarveshwar Overseas Limited, Himalayan Bio Organic Foods Limited.

Further there has been no material change in the nature of business of the subsidiaries during the financial year 2022-2023. The Consolidated Financial Statements of your Company for the financial year 2022-2023 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. 68,932.40 Lacs in current year as compared to Rs. 60,472.11 Lacs in the previous year.

Consolidated Net Profit after Tax is Rs. 780.05 Lacs as compared to Rs.335.91 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 General Meeting (''AGM'') 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.

Note: One of its above subsidiary "Himalayan Bio Organic Foods Private Limited" which was a private Limited company has been converted into a public Limited Company and its name has been changed to Himalayan Bio Organic Foods Limited with effect from 07th June,2023.

Further , Company shall be referred with its new name as a Public Limited Company.

BOARD EVALUATION:

A report in brief on Board evaluation has been given in the Corporate Governance Report which may be taken as forming a part of this Report.

BOARD OF DIRECTORS:

As on March 31, 2023 your Company''s Board has a strength of 09 (Nine) Directors including 1 (One) Woman Director. The Chairman of the Board is a Honorary Chairman. The composition of the Board is as below:

Category	Number of Directors	% to Total Number of Directors
Executive Directors (Including Woman Director)	4	44.44
Independent Non-Executive	4	44.44
Non Executive Directors	1	11.12

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, Mr. Harbans Lal, 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 General Meeting and also forming part of Corporate Governance Report. The Board recommends their re-appointment at the ensuing Annual General Meeting.

AUDIT COMMITTEE :

As on March 31, 2023, the Audit Committee of Sarveshwar Foods Limited comprises of following 3 (Three) Members, with majority of Independent Non-Executive Directors:

Name	Nature of Directorship	Designation in Committee
Mr. Adarsh Gupta	Non-Executive Independent Director	Chairman
Dr.Uttar Kumar Padha	Non-Executive Independent Director	Member
Mr. Anil Kumar	Executive Director	Member

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:

S.No.	Name of KMP''s	Designation
01.	Mr. Anil Kumar	Managing Director
02.	Mr. Mohit Garg	Chief Financial Officer
03.	Ms. Sadhvi Sharma	Company Secretary & Compliance Officer
04.	Ms.Seema Rani	Whole time Director

• Resignation of Ms Mansi Gupta from post of Company Secretary and compliance Officer w.e.f 06th May,2022.

• Appointment of Ms Sadhvi Sharma as Company Secretary and compliance Officer w.e.f 06th May,2022.

• Appointment of Mr. Mohit Garg as the Chief Financial Officer of the Company w.e.f 26th May,2022. DETAILS OF DIRECTORS APPOINTED AND RESIGNED DURING THE YEAR:

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

Name of Persons	Designation	Appointment/ Cessation	Date of Appointment/ Resignation
Mr. Tej Partap	Independent Director	Cessation	10/05/2022
Mr. Tej Partap	Additional Independent Director	Appointment	03/09/2022
Mr. Pradeep Kumar Sharma	Independent Director	Cessation	19/07/2022
Mr. Pradeep Kumar Sharma	Additional Independent Director	Appointment	03/09/2022
Mr. Surjit Singh Bhatoa	Additional Independent Director	Appointment	03/09/2022
Mr. Surjit Singh Bhatoa	Independent Director	Cessation	28/03/2022
Mr. Ashu Gupta	Executive Director	Cessation	07/09/2022

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 long term 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 2022-2023, Twelve 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 2022-2023, 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 II 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 2022-2023.

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, General management, Accounts & Finance, Audit , Internal Audit, Taxation, Risk, Board procedures, Governance etc., for performing their role 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, 2023 on its website httos://sarveshwarfoods.com/investor.aso?id=9

AUDITORS:

The Auditors, M/S K R A & CO, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment and have confirmed that they are not disqualified under any provisions of Section 141(3) of the Companies Act, 2013 and have shown their willingness to accept the office of Statutory Auditors. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits u/s 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for reappointment.

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-II. 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: httos://sarvesh warfoods. 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 rules 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 SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

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-III [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. Yamina 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 T Mal & Co., Chartered Accountants, FRN- 019943N as its Internal 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 internal 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 roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. They are periodically 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.sarvesh warfoods. 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):

Our Company has made Preferential Allotment of Equity Shares and Allotment of Fully Convertible warrants on 3rd February, 2023. 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. The funds so raised on allotment of fully convertible warrants and equity Shares were fully utilized for Working capital Requirements and General Corporate Purpose. and meeting issue related xpenses 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 Internal Auditors.

DEPOSITS:

The Company has neither accepted nor renewed any deposits falling 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 2022-2023, the Company has complied with all the applicable Secretarial 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 Regulations forms part of this Annual Report for the year ended 31st March, 2023.

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 Vigil (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 victimisation 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:

Conservation of energy:

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:

(a) Lighting:

Particulars	2022-23	2021-2022
Through Electricity Purchases
Units	615801	648842
Total Amount (Rs.)	32.70	22.14
Through Diesel
Total Amount (Rs.)	1.30	1.45

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,Adaptations and Innovation:

Technology is changing 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 Global 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:

Particulars	2022-2023 (Rs. In Lakhs)	2021-2022 (Rs. In Lakhs)
Foreign Exchange earnings	14443.25	13967.01
Foreign Exchange outgo	49.9	14.08

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 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.

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 one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

LISTING WITH STOCK EXCHANGE:

The Company has received the Final Approval Letter from National Stock Exchange of India Limited dated December 06, 2022 regarding Migration of Equity Shares of Sarveshwar Foods Limited from NSE SME Platform to NSE Main board Platform stating that the Equity Shares of the Company will be migrated from the NSE SME Platform to NSE Main board with effect from Thursday, December 8, 2022.

The Company has also received Final Approval Letter from BSE Limited dated December 07, 2022 for Direct Listing from NSE SME Platform to Main Board Platform of BSE Limited stating that the equity shares of the Company shall be listed and admitted to dealings on the Exchange (Capital Market Segment) with effect from Thursday, December 8, 2022.

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.

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Mar 31, 2018

DIRECTOR''S REPORT

Dear Members,

Your Directors have pleasure in presenting their 14th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31S1 March, 2018.

FINANCIAL RESULTS

Your Company''s financial performance for the year under review has been encouraging. Key aspects of Consolidated and Standalone Financial Performance of Sarveshwar Foods Limited for the current financial year 2017-18 along with the previous financial year 2016-17 are tabulated below:

(Rs. In Lakhs)

PARTICULARS	CONSOLIDATED		STANDALONE
	Year Ended 31 March, 2018	Year Ended 31 March, 2017	Year Ended 31 March, 2018	Year Ended 31 March, 2017
Revenue from operations	48127.02	41784.53	21673.70	20760.26
Other Income	290.49	204.41	126.46	30.79
Total Income	48417.51	41988.93	21800.17	20791.06
Expenses	43967.79	38062.75	19541.71	18304.31
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	4449.72	3905.72	2258.46	2486.75
Depreciation and Amortization Expenses	253.02	270.57	90.69	90.65
Finance Costs	2022.54	1872.73	706.83	819.04
Profit before Exceptional Items and Tax	2174.16	1762.42	1460.93	1577.06
Exceptional Items	NIL	NIL	NIL	NIL
Profit before Tax (PBT)	2174.16	1782.88	1460.93	1577.06
Tax expense:
Current Year	523.99	489.34	398.72	424.25
Deferred Tax Credit	(2.38)	(7.81)	6.68	(4.16)
Profit After Tax (PAT)	1652.55	1280.89	1055.54	1156.97
Minority Interest	1.84	1.24	NIL	NIL
Profit after Taxes and Minority Interest	1650.72	1279.65	1055.54	1156.97
Appropriations
Transfer to General Reserve	52.78	NIL	52.78	NIL
Earning Per Share (Face Value of Rs. 10/- each)	8.98	7.08	5.74	6.39

FINANCIAL REVIEW:

Pushed by strong shift in consumer preference towards branded basmati rice in the domestic market and export market, Sarveshwar Foods reported excellent numbers during the year 2017-18. The Company performed extremely well and the highlights of the performance on consolidated basis are as under:

• Company''s Revenue from Operations is Rs 48418 Lacs (RY Rs. 41989 Lacs).

• Company is able to maintain its strong Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) and the same is increased by 13.90% to Rs 4449 Lacs (RYRs 3906 Lacs).

• Company''s Profit before Tax increased by 23% to Rs 2174 Lacs (RY Rs 1762 Lacs) and Profit after Tax (PAT) increased by 29% to Rs 1653 Lacs (PY Rs 1281 Lacs).

• Net Worth of the Company increased by 94.70% to Rs. 13657 Lacs (PY Rs. 7015 Lacs) mainlyduetoShare Premium.

• Earning per Equity Share increased to Rs. 8.98/-(PYRs7.08)

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 31S1 March, 2018.

TRANSFER OF RESERVES:

In view of the robust financial strength of the Company, a sum of Rs. 52.78 Lacs has been transferred to General Reserves out of the amount available for appropriations.

SHARE CAPITAL:

There is no change in the Authorised Share Capital of the company during the financial year 2017-18 and the authorised share capital of the company remains same as on 31st March, 2018 i.e Rs. 3000 Lacs.

The paid up equity share capital of the Company as on March 31, 2018 is Rs. 2456.72 Lacs. The Company has no other type of securities except equity shares forming part of paid up capital.

ISSUE AND ALLOTMENT OF EQUITY SHARES TO THE PUBLIC (INITIAL PUBLIC OFFERING) PURSUANT TO THE PROVISIONS OF SECTION 63(1)(C)OF THE COMPANIES ACT,2013:

The Company has made allotment of 64,67,200 Equity Shares of Face Value of Rs.10/- each at premium of Rs. 75/- per share pursuant to the Initial Public Offering (IPO) of the company which opened for subscription on March 05, 2018 and closed on March 07,2018 for bearing distinctive numbers from 18100001 to 24567200 at a Price of Rs. 85/- per share (including a Share Premium of Rs. 75/- per share to the respective applicants in the various categories as approved in consultation with the Authorised Representative of the Stock Exchange i.e National Stock Exchange of India Limited on 13th of March, 2018.

LISTING OF EQUITY SHARES OF SARVESHWAR FOODS LIMITED (SME IPO):

The Company has received listing approval from National Stock Exchange stating the equity shares of the company has been listed and admitted to dealings on the EMERGE SME platform of the Exchange w.e.f. March 15, 2018 as per the details given below:

s. No	Description of Securities	Symbol	No. of Securities	MM. Lot	Distinctive Numbers
1.	Equity shares of Rs.10/-each	SARVESHWAR	24567200	1600	1 to 24567200

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

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relates and till the date of this Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business of the Company during the financial year 2017-18.

SEGMENT REPORTING:

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

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS:

Your Company has three subsidiaries viz., Sarveshwar Overseas Limited, Himalayan Bio Organic Foods Private Limited and Natural Global Foods DMCC. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). Further there has been no material change in the nature of business of the subsidiaries during the financial year 2017-18. The Consolidated Financial Statements of your Company for the financial year 2017-18 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. 48418 Lacs in current year as compared to Rs. 41989 Lacs in the previous year. Consolidated Net Profit after Tax increase to Rs. 1652.56 Lacs as compared to Rs. 1280.89 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 General Meeting (''AGM'') 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 Company Secretary 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.sarveshwarrice.com downloadable format.

BOARD OF DIRECTORS:

As on March 31,2018, your Company''s Board has a strength of 6 (Six) Directors including 1 (One) Woman Director. The Chairman of the Board is

Honorary Chairman. The composition of the Board is as below:

Category	Number of Directors	% to Total Number of Directors
Executive Directors (Including Woman Director)	3	50%
Independent Non-Executive	3	50%

The detailed section on ''Board of Directors'' is given in the ''Report on Corporate Governance'' forming part of this Annual Report. During the year the Board of Directors of the Company in their meeting held on April 16, 2017, has appointed Mr. Thyagarajan Kumaran (DIN: 07465316) and Dr. Tej Partap (DIN: 07818713) as an Additional Director under the category Independent Non-Executive Director. The Appointment of Mr. Thyagarajan Kumaran and Dr. Tej Partap as an Independent Director was confirmed by the shareholders in the Extra Ordinary Meeting held on May 11,2017.

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. The Independent Directors of your Company will hold office for 5 (Five) consecutive years from the date of their respective appointments. 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, Mr. Anil Kumar, Executive 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 General Meeting and also forming part of Corporate Governance Report. The Board recommends their re-appointment at the ensuing Annual General Meeting.

AUDIT COMMITTEE:

As on March 31, 2018, the Audit Committee of Sarveshwar Foods Limited comprises of following 3 (Three) Members, with majority of Independent Non-Executive Directors:

Name	Nature of Directorship	Designation in Committee
Mr. Thayagrajan Kumaran	Non-Executive Independent Director	Chairman
Mr. Jagdish Lai Sharma	Non-Executive Independent Director	Member
Mr. Anil Kumar	Executive Director	Member

All the recommendation made by the Audit Committee was accepted by the Board of Directors. 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:

S. NO	Name of KMP''s	Designation
01.	Mr. Rohit Gupta	Managing Director
02.	Mr. Anil Kumar	Executive Director
03.	Dr. Gayatri Tandon	Executive Director
04.	Mr. Deepak Singhvi	Chief Financial Officer
05.	Ms. Prabhdeep Kour	Company Secretary

Ms. Prabhdeep Kour has been appointed as Company Secretary and Compliance Officer of the company w.e.f. 01S1 June, 2017. Resignation of Ms. Deepali Mahajan from the post of Company Secretary of the company w.e.f. 01st June, 2017.

DETAILS OF DIRECTORS APPOINTED AND RESIGNED DURING THE YEAR:

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

s. No.	Name of Persons	Designation	Appointment/ Resignation	Date of Appointment/ Resignation
01.	Mr. Thyagarajan Kumaran	Independent Director	Appointment	11/05/2017
02.	Dr. Tej Partap	Independent Director	Appointment	11/05/2017
03.	Mr. Jagdish Lai Sharma	Independent Director	Appointment	10/07/2017
04.	Mr. Bansi Lai Sharma	Independent Director	Resignation	11/05/2017
05.	Mr. Uttar Kumar Padha	Independent Director	Resignation	11/05/2017

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 theirappointmentand 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 long term 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.

NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2017-18, 26 (Twenty Six) 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 2017-18, in the report of Corporate Governance 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 II Part D of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 and Secretarial Standards-l, 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 2017-18.

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

All the Independent Directors have given their Independency declaration as provided in subsection (6) of Section 149 of the Companies Act, 2013.

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.

EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT-9 as a part of this Annual Report as ANNEXUREI.

AUDITORS:

The Auditors, M/S K R A & CO, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment and have confirmed that they are not disqualified under any provisions of Section 141(3) of the Companies Act, 2013 and have shown their willingness to accept the office of Statutory Auditors. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the prescribed limits u/s 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

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 (Annexure III). 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.

AUDITORS'' REPORT:

The Auditors'' Report does not contain any qualification, Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

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 is given as Annexure-IV [Performance and financial position of each of the subsidiaries companies included in the consolidated financial statement. Whereas, Company does not have any Joint Venture and Associate Companies.

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 II).

NAME OF THE COMPANIES, WHICH BECOME OR CEASED AS SUBSIDIARIES/JOINT VENTURES/ASSOCIATES COMPANIES DURING THEYEAR:

During the year, the Company has incorporated a foreign wholly owned subsidiary in Dubai namely "Natural Global Foods DMCC" which was incorporated on 07/12/2017 for strengthening its presence in UAE.

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. Yamina Almas & Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure V to this report. The point-wise comments are enumerated as follows.

• Delay in filing forms: Due to oversight, the Company failed to file some of the forms in prescribed time frame of Companies Act, 2013 and applicable fees has already been paid to Ministry of Corporate Affairs.

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 M/s Darpan Gupta & Co., Chartered Accountants, as its Internal 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 internal 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.

ISSUE OF EMPLOYEE STOCK OPTIONS:

There was no ESOP as per Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014 issued by company during the year.

RISK MANAGEMENT POLICY:

Sarveshwar Foods Limited has in place comprehensive risk assessment and minimization procedures, which are reviewed by the top management. During the year, as per the requirements of Listing Agreement with the Stock Exchanges, the Company has constituted "Risk Management Committee" who 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.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCETO 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 Internal Auditors.

DEPOSITS:

The Company has neither accepted nor renewed any deposits falling 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.

CORPORATE GOVERNANCE CERTIFICATE:

The report on Corporate Governance as Stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is presented in separate section forming part of this Annual Report. A Certificate from the Practicing Company Secretary regarding compliance of conditions of corporate governance as stipulated in Regulation 27 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 is annexed with the report.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report prepared in accordance of Regulation 34(2)(e) of Listing Regulations forms part of this Annual Report for the year ended 31S1 March, 2018. 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:

Conservation of energy:

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

Power & Fuel Consumption:

Rs. In Lacs

Particulars	2017-18	2016-17
Through Electricity Purchases
Units	502520	921840
Total Amount (Rs.)	23.21	37.83
Through Diesel
Total Amount (Rs.)	4.09	6.31

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:

During the years, the Company has taken significant steps in adoption of new technologies thus improving overall efficiency of Plants. Similar steps were taken in the current year as well by replacing the lower capacity machines with the New Higher capacity Machines. 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. The training programs have been organized to upgrade the workmen knowledge during procurement process and laboratory analysis.

(c) Foreign exchange earnings and Outgo:

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

Particulars	2017-18 (Rs. In Lakhs)	2016-17 (Rs. In Lakhs)
Foreign Exchange earnings	3653.91	4916.83
Foreign Exchange outgo	22.33	15.40

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. A number of programs that provide focused people attention are currently underway. 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)© 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 mai ntenance 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 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.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 205A and 205C of the Companies Act, 1956* read with 124 and 125 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.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 to NSE where the Company''s Shares are listed.

ACKNOWLEDGEMENTS:

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

For and on behalf of Board of Directors

Sd/-

ROHIT GUPTA MANAGING DIRECTOR DIN: 02715232

Sd/-

ANIL KUMAR

DIRECTOR

DIN: 07417538

Date: 24/08/2018 Place: Jammu

ANNEXURE	CONTENT
1.	Annual Return Extracts in MGT 9
II.	Report on Corporate Social Responsibility
III.	Form AOC 2 - Related Party Transactions disclosure
IV.	Details of subsidiaries and Joint Venture in Form AOC-1
V.	Form MR-3 Secretarial Audit Report

ANNEXURE-I

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN

[As on the Financial Year Ended

on 31st March, 2018]

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management

and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:
I) CIN :	L1 531 2JK2004PLC002444
ii) Registration Date :	03-08-2004
iii) Name of the Company :	SARVESHWAR FOODS LIMITED
iv) Category/Sub-Category of the company :	Company Limited By Shares
v) Address of the registered office and contact details, :	Sarveshwar House, Below Gummat, Jammu,
	Jammu and Kashmir-1 80001 , India
	Telephone No: 01923-220962
vi) Whether listed company :	Yes

vii) Name, Address and Contact details of Registrar and Transfer Agent, if any: BIGSHARE SERVICES PRIVATE LIMITED 1 st Floor, Bharat Tin Works Building Opp. Vasant Oasis, Makwana Road Marol, Andheri (East), Mumbai 400059 Telephone: [phone] Facsimile: 91 2262638299

II. PRINCIPLE BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of the company shall be stated:

SI. No.	Name and Description of main products / services	NIC Code of the Product/ service	% to total turnover of the company
1.	Rice	10612	100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S. No.	Name and Address of the Company	CIN/GLN	Holding/ Subsidiary/ Associate	%of shares held	Applicable Section
1.	Himalayan Bio Organic Foods Private Limited	U1 5490JK201 5PTC004325	Subsidiary	100.00	2(87)(ii)
2.	Sarveshwar Overseas Limited	U1 51 22JK201 5PLC004378	Subsidiary	99.00	2 (87) (ii)
3.	Natural Global Foods DMCC	DMCC-373231	Subsidiary	100.00	2 (87) (ii)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):

i) Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year (i.e. 1" April, 201 7)				No. of Shares held at the end of the year (i.e. 31" March, 201 8)				% change during the year
	Demat	Physical	Total	%of Total Shares	Demat	Physical	Total	%of Total Shares
A. Promoters
(1). Indian
a). Individual/HUF	NIL	1,80,99,800	1,80,99,800	99.999	1,80,99,800	NIL	1,80,99,800	73.675	(26.324)
b). Central Govt.	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
c). State Govt(s)	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
d) Bodies Corporate	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
e) Banks/FI	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
f) Any Other ......	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Sub-Total (A) (1):-	NIL	1,80,99,800	1,80,99,800	99.999	1,80,99,800	NIL	1,80,99,800	73.675	(26.324)
(2) Foreign
a) NRIs- Individuals	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
b) Other-Individuals	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
c) Bodies Corp.	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
d) Banks/FI	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
e) Any Other....	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Sub-total (A)(2) :-	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Total Shareholding of Promoter (A) = (A) (1) (A)(2)	NIL	1,80,99,800	1,80,99,800	99.999	1,80,99,800	NIL	1,80,99,800	73.675	(26.324)

Category of Shareholders	No. of Shares held at the beginning of the year (i.e. 1st April, 2017)				No. of Shares held at the end of the year (i.e. 31" March, 2018)				% change during the year
	Demat	Physical	Total	%of Total Shares	Demat	Physical	Total	% of Total Shares
B. Public Shareholding
1 . Institutions
a). Mutual Funds	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
b). Bank/FI	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
c). Central Govt.	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
d). State Govt(s)	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
e) Venture Capital Funds	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
f) Insurance Companies	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
g)Flls	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
h) Foreign Venture Capital Funds	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
i). Others (Alternative Investment Funds )	NIL	NIL	NIL	NIL	184000	NIL	184000	0.75	0.75
Sub-Total (B)(1):-	NIL	NIL	NIL	NIL	184000	NIL	184000	0.75	0.75
2. Non-Institutions
a). Bodies Corp.
i). Indian	NIL	NIL	NIL	NIL	1132636	NIL	1132636	4.610	4.610
ii) Overseas	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
b). Individuals
i). Individual shareholders holding nominal share capital upto f 2 lacs.	NIL	200	200	0.001	3317278	NIL	3317278	13.503	13.502
ii). Individual shareholders holding nominal share capital in excess of f 2 Lacs	NIL	NIL	NIL	NIL	1092800	NIL	1092800	4.448	4.448
c). Others
i). Non-resident Indians (Repat)	NIL	NIL	NIL	NIL	443191	NIL	443191	1.804	1.804
ii). Non Resident (Non Repatriable)	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
iii). Trust	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
iv). Hindu Undivided Family	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
vJ.CIearing Member	NIL	NIL	NIL	NIL	297495	NIL	297495	1.210	1.211
vi) Investors Education and Protection Fund Authority (Ministry of Corporate Affairs)	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Sub-Total (B)(2)	NIL	200	200	0.001	6283400	NIL	6283400	25.576	25.576
Total Public Shareholding (B)=(B)(1HB)(2)	NIL	200	200	0.001	6467400	NIL	6467400	26.325	26.325
C. Shares held by Custodian forGDRs&ADRs	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Grand Total (A B C)	NIL	18100000	18100000	100%	24567200	NIL	24567200	100%	NIL

(ii) Shareholding of Promoters

SI No	Shareholder''s Name	Shareholding at the beginning of the year			Shareholding at the end of the year
		No. of Shares	% of total Shares of the company	%of Shares Pledged / encumbered to total shares	No. of Shares	% of total Shares of the company	%of Shares Pledged / encumbered to total shares	% change in share holding during the year
1.	Rohit Gupta	18088800	99.938	NIL	18088800	73.629	NIL	(26.309)
2.	Suraj Parkash Gupta	10200	0.056	NIL	10200	0.0415	NIL	(0.015)
3.	Radha Rani Gupta	200	0.001	NIL	200	0.0009	NIL	(0.0001)
4.	Pooja Gupta	200	0.001	NIL	200	0.0009	NIL	(0.0001)
5.	Nav Nidhi	200	0.001	NIL	200	0.0009	NIL	(0.0001)
6.	Ram Rattan Gupta	200	0.001	NIL	200	0.0009	NIL	(0.0001)
TOTAL		18099800	99.999	NIL	18099800	73.675	NIL	(26.325)

(iii) Change in Promoters'' Shareholding (please specify, if there is no change):

S.No	Shareholders Name	No. of Shares at the beginning i.e 01/04/2017	% of total shares of the company	Increase/ (Decrease) in shareholding	Reason	Cumulative shares during the year	% of total shares of the company during the year
01.	Rohit Gupta	1,80,99,800	99.9999	(26.370)	Change in Percentage of Promoters shareholding on allotment of equity shares to Public (IPO) on 13th March, 2018	1,80,99,800	73.629
02.	Suraj Parkash Gupta	10200	0.056	(0.015)	-do-	10200	0.0415
03.	Radha Rani Gupta	200	0.001	(0.0001)	-do-	200	0.0009
04.	Pooja Gupta	200	0.001	(0.0001)	-do-	200	0.0009
05.	Nav Nidhi	200	0.001	(0.0001)	-do-	200	0.0009
06.	Ram Rattan Gupta	200	0.001	(0.0001)	-do-	200	0.0009

iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

S.No.	Shareholder''s Name	Shareholding		Date	Increase/ (Decrease) In shareholding	Reason	Cumulative Shareholding during the year (01 -04-2017 to 31-03-2018)
	For Each of Top Ten Shareholders	No. of Shares at the beginning	% of Total Shares of the company				No. of Shares	% of Total Shares of the company
01.	Nadikattu Rami Reddy	NIL	NIL	March, 2018	409600	Purchase	409600	1.67
02.	Paladugu Dhananjaya Rao	NIL	NIL	March, 2018	408000	Purchase	408000	1.66
03.	Bal Krishen	NIL	NIL	March, 2018	406400	Purchase	406400	1.65
04.	Sumpoorna Portfolio Limited	NIL	NIL	March, 2018	352000	Purchase	352000	1.43
05.	Backbay Equity Partners LLP	NIL	NIL	March, 2018	243200	Purchase	243200	0.99
06.	Keynote Capitals Ltd	NIL	NIL	March, 2018	235200	Purchase	235200	0.96
07.	EW Clover Scheme	NIL	NIL	March, 2018	184000	Purchase	184000	0.75
08.	G. Das Capital Markets Pvt. Ltd.	NIL	NIL	March, 2018	124800	Purchase	124800	0.51
09.	Aruna R Jain	NIL	NIL	March, 2018	108800	Purchase	108800	0.44
10.	Indianivesh Securities Limited	NIL	NIL	March, 2018	72000	Purchase	72000	0.29

(v) Shareholding of Directors and Key Managerial Personnel:

S.NO	Shareholder''s Name	Shareholding		Date	Increase/ (Decrease) in shareholding	Reason	Cumulative Shareholding during the year (01-04-2017 to 31-03-2018)
	For each of the Directors &KMP	No. of Shares at the beginning	% of Total Shares of the company				No. of Shares	%of Total Shares of the company

DIRECTORS:
01.	Rohit Gupta	1,80,88,800	99.938	March, 2018	(26.309)	Due to allotment of equity shares to Public (IPO) on 13* March, 2018	1,80,88,800	73.629
02.	Anil Kumar	200	0.001	March, 2018	(0.0001)	-do-	200	0.0009
03.	Gayatri Tandon	NIL	NIL	March, 2018	0.006	Purchase	1600	0.006
04.	Thyagarajan Kumaran	NIL	NIL	NIL	NIL	NIL	NIL	NIL
05.	Dr. Tej Partap	NIL	NIL	NIL	NIL	NIL	NIL	NIL
06.	Jagdish Lai Sharma	NIL	NIL	NIL	NIL	NIL	NIL	NIL
KEY MANAGERIAL PERSONNEL:
01.	Ms.PrabhdeepKour(CS)	NIL	NIL	NIL	NIL	NIL	NIL	NIL
02.	Mr. Deepak Singhvi (CFO)	NIL	NIL	NIL	NIL	NIL	NIL	NIL
03.	Mr. Rajesh Kurup (CEO)	NIL	NIL	NIL	NIL	NIL	NIL	NIL

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/ accrued but not due for

payment:

Rs. In Lacs

Particulars	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the financial
year
i) Principal Amount	7435.51	Nil	Nil	7435.51
ii) Interest due but not paid	Nil	Nil	Nil	Nil
iii) Interest accrued but not due	Nil	Nil	Nil	Nil
Total (i ii iii)	7435.51	Nil	Nil	7435.51
Change in Indebtedness during the financial
year
• Addition	Nil	Nil	Nil	Nil
• Reduction	1870.07	Nil	Nil	1870.07
Net Change	1870.07	Nil	Nil	1870.07
Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid	5565.44	Nil	Nil	5565.44
iii) Interest accrued but not due	Nil	Nil	Nil	Nil
	Nil	Nil	Nil	Nil
Total (i ii iii)	5565.44	Nil	Nil	5565.44

B. REMUNERATION TO OTHER DIRECTORS:

Rs. In Lacs

SI. No.	Particulars of Remuneration	Name of Directors			Total Amount
1.	1. Independent Directors Fee for attending board / committee meetings • Commission • Others	THAYAGRAJAN KUMARAN 0.25	TEJ PARTAP 0.50	JAGDISH LAL SHARMA 0.25	1.00
	Total (1)	Nil	Nil	Nil	Nil
2.	Other Non-Executive Directors • Fee for attending board / committee meetings • Commission • Others	Nil	Nil	Nil	Nil
	Total (2)	Nil	Nil	Nil	Nil
	Total (B) = (1) (2)	0.25	0.50	0.25	1.00
	Total Managerial Remuneration	Nil	Nil	Nil	Nil
	Overall Ceiling as per the Act (Per Meeting Sitting Fees)	0.25	0.25	0.25	0.25

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:

Rs. In Lacs
SI.	Particulars of	Key Managerial Personnel			Total Amount
No.	Remuneration
		Deepak Singhvi	Prabhdeep Kour	Rajesh Kurup
		(CFO)	(CS)	(CEO)
1.	Gross salary
	(a) Salary as per provisions	13.86	3.74	10.62	28.23
	contained in section 17(1) of	Nil	Nil	Nil	Nil
	the Income-tax Act, 1961
	(b) Value of perquisites u/s	Nil	Nil	Nil	Nil
	17(2) of Income Tax Act,
	1961
	(c) Profit in lieu of salary u/s
	17(3) of Income Tax At, 1961
2.	Stock option	Nil	Nil	Nil	Nil
3.	Sweat Equity	Nil	Nil	Nil	Nil
4.	Commission	Nil	Nil	Nil	Nil
	- as % of profits
	- others
5.	Others	Nil	Nil	Nil	Nil
	Total A	13.86	3.74	10.62	28.23

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act	Brief Description	Details of Penalty / Punishment/ Compounding fees imposed	Authority [RD/NCLT /COURT]	Appeal made, if any (give Details)
A. Company
Penalty	Nil	Nil	Nil	Nil	Nil
Punishment	Nil	Nil	Nil	Nil	Nil
Compounding	Nil	Nil	Nil	Nil	Nil
B. Directors
Penalty	Nil	Nil	Nil	Nil	Nil
Punishment	Nil	Nil	Nil	Nil	Nil
Compounding	Nil	Nil	Nil	Nil	Nil

C. Other officers in default
Penalty	Nil	Nil	Nil	Nil	Nil
Punishment	Nil	Nil	Nil	Nil	Nil
Compounding	Nil	Nil	Nil	Nil	Nil

For and on behalf of Board of Directors ROHIT GUPTA

MANAGING DIRECTOR

DIN: 0271 5232

ANIL KUMAR

DIRECTOR

DIN: 0741 7538

ANNEXURE -II TO DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH. 2018

KEY POINTS OF OUR CSR POLICY

OBJECTIVE

I. To set up the guiding principles for carrying out CSR activities.

II. To set up processes for promoting, investing, engaging, collaborating, implementing and monitoring of the CSR activities to be undertaken by the Company.

III. To conduct its business in line with the Responsible Business framework.

IV. To create superior value for our stakeholders.

V Implementation of the CSR activities in Projects/ Programme mode through a focused approach for generating maximum approach.

FOCUS AREAS

I. Livelihood security and enhanced income for farmers/producers.

II. Skill development and training

III. Environmental sustainability IV Access to drinking water

CSR BUDGET:

I. The Board of Directors will ensure that the Company spends, in every financial year, at least 2% of the average net profit (to be calculated in accordance with the provision of section 198) of the company made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility policy.

II. Any surplus or profit generated from CSR projects undertaken by us will be tracked and channelized into our CSR corpus or as a supplement to the CSR budget. These funds will be further used in development of the CSR projects and will not be added to the normal business profit.

III. In the event that the amount to be spent on CSR activities is not spent in its entirety in that FY the reasons thereof will be outlined as per section 134 (3) (o).

IV The company will claim CSR expenditure only for the funds that are provided from its own resources and not for the contribution received from the other sources.

V The CSR budget will be used as per the activities mentioned in the schedule VII in project /

Programme mode with a process of monitoring, evaluation and clear outlining of desired outcomes.

One of event such as marathons/ awards/ charitable contribution/advertisement/ sponsorship of TV programmes and the like would not qualify as part of CSR expenditure.

• Salaries paid by the Company to regular CSR staff as well as volunteers of the Company can be counted as CSR project cost/ expenditure.

• Contribution to corpus of a trust, society, Section-8 Company etc can qualify as CSR expenditure.

PLANNING AND IMPLEMENTATION:

All CSR activities will be in the form of Projects/Programmes, which will, as far as possible, entail the following components:

• Details of annual financial allocation.

• Baseline Survey/Need Assessment where considered necessary/feasible.

• Identification of Beneficiaries.

• Signing of agreement with implementing agency.

• Formulation of detailed Project Report with clear deadlines.

• Preparation and Implementation of a comprehensive and concurrent documentation procedure.

• Regular Monitoring & Periodic review of the projects.

• Evaluation & Assessment by a third party.

• Mandatory Reporting

Mode of carrying CSR activities

• Collaborating with other corporate, Government, International organization participating in projects/programmes where more than one corporate or International agency is involved.

• Through a trust/ society, Section-8 Company set up by the Company or its holding, subsidiary or associate Company.

• If executed through an independent entity, the entity should have three years track record In order to ensure the long term outcomes and impacts, company will lay emphasis on the sustainability of its Projects/Programmes so that they remain sustainable and viable even after the company''s withdrawal from the project on completion. Such an entity would have to adhere to modalities of utilizing funds as well as monitoring and reporting requirements.

> The CSR Committee consisting of the following members as on 31st of March, 2018:

S.No.	Name	Nature of Directorship	Designation in Committee
01.	Mr. Jagdish Lai Sharma	Non-Executive Independent Director	Chairman
02.	Mr. Tej Partap	Non-Executive Independent Director	Member
03.	Mr. Anil Kumar	Executive Director	Member

Average net profit of the company for last three financial years:

Financial Year	Net Profit Before Tax (Rs. In Lakhs)
2014-2015	919.72
2015-2016	609.02
2016-2017	1577.06
Gross Total	3105.79

(D	(2)	(3)	(4)	(5)	(6)	(7)	(8)
s. No	CSR project or activity	Sector in which the Project is	Projects or programs	Amount outlay (budget) project	Amount spent on the	Cumulative expenditure	Amount spent: Direct or
	Identified.	covered	(1)Local area or	or	projects or	upto to the	through
			other	programs	Programs	reporting	implementing
			(2) Specify the	wise	Subheads:	period	agency *
			State and	(in Rs)
			district where		(1) Direct
			projects or		Expenditure on
			programs		projects or
			was		Programs.
			undertaken		(2) Overheads:
1	Training,	Training about	Kathua, J&K	Rs. 1.78 Lacs	Rs. 1.78 Lacs	Rs. 1.78 Lacs	Sarveshwar Organic Jammu Project (Trust)
	education,	upcoming
	implementation,	technology of
	information on	organic farming
	organic farming	Awareness
	to farmers	generation of
		organic farming
		On farm organic input
		Marketing Information
		[Schedule VII,
		clause (x)]
2	Training,	Training about	R.S Pura Jammu,	Rs. 1 Lac	Rs. 1 Lac	Rs. 1 Lac	Sarveshwar
	education,	upcoming	J&K				Organic Project
	implementation,	technology of					Jammu (Trust)
	information on	organic farming
	organic farming	Awareness
	to farmers	generation of
		organic farming
		On farm organic input
		Marketing Information
		[Schedule VII,
		clause (x)]
	TOTAL			Rs. 2.78 Lacs

As per provision of Section 135 of the Companies Act, 2013, the eligible amount required to be spent by the Company is Rs. 20.70 Lacs during the financial year, 2017-18, however, the Company despite of its best efforts for the utilization of eligible amount towards CSR, could spend only Rs. 2.78 Lacs, the unspent amount of Rs. 17.92 Lacs shall be spent in the currentfinancial year.

For and on behalf of Board of Directors

ROHIT GUPTA MANAGING DIRECTOR DIN: 0271 5232 ANIL KUMAR

DIRECTOR

DIN: 0741 7538

Date: 24/08/201 8

Place: Jammu

ANNEXURE -III TO DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH.

2018

FORM NO. 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.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto. 1. Details of contracts or arrangements or transactions not at Arm''s length basis.

S.No.	Particulars	Details
a)	Name (s) of the related party & nature of relationship	Not Applicable
b)	Nature of contracts/arrangements/transaction	Not Applicable
c)	Duration of the contracts/arrangements/transaction	Not Applicable
d)	Salient terms of the contracts or arrangements or transaction
	including the value, if any	Not Applicable
e)	Justification for entering into such contracts or arrangements or transactions	Not Applicable
f)	Date of approval by the Board	Not Applicable
g)	Amount paid as advances, if any	Not Applicable
h)	Date on which the special resolution was passed in
	General meeting as required under first proviso to
	Section 188	Not Applicable

2. Details of contracts or arrangements or transactions at Arm''s length basis.

SR. No.	Particulars	Details
1	Name (s) of the related party & nature of relationship	Rohit Gupta, Managing Director
	Nature of contracts/arrangements/transaction	Rent Agreement
	Duration of the contracts/arrangements/transaction	F.Y 17-18
	Salient terms of the contracts or arrangements or transaction including the value, if any	Rs. 72 Lacs
	Date of approval by the Board	04/04/2017
	Amount paid as advances, if any	NIL
2	Name (s) of the related party & nature of relationship	Suraj Prakash Gupta, Relative of the Director
	Nature of contracts/arrangements/transaction	Rent Agreement
	Duration of the contracts/arrangements/transaction	F.Y 17-18
	Salient terms of the contracts or arrangements or transaction including the value, if any	Rs. 12 Lacs
	Date of approval by the Board	04/04/2017
3	Name (s) of the related party & nature of relationship	Radha Rani Gupta, Relative of the Director
	Nature of contracts/arrangements/transaction	Rent Agreement
	Duration of the contracts/arrangements/transaction	F.Y 17-18
	Salient terms of the contracts or arrangements or transaction including the value, if any	Rs. 30 Lacs
	Date of approval by the Board	04/04/2017
	Amount paid as advances, if any	NIL

4	Name (s) of the related party & nature of relationship	Pooja Gupta, Relative of the Director
	Nature of contracts/arrangements/transaction	Rent Agreement
	Duration of the contracts/arrangements/transaction	F.Y17-18
	Salient terms of the contracts or arrangements or transaction including the value, if any	Rs. 3 Lacs
	Date of approval by the Board	04/04/2017
	Amount paid as advances, if any	NIL
5	Name (s) of the related party & nature of relationship	Rohit Gupta, Managing Director
	Nature of contracts/arrangements/transaction	Salary
	Duration of the contracts/arrangements/transaction	F.Y17-18
	Salient terms of the contracts or arrangements or transaction including the value, if any	Rs. 30 Lacs
	Date of approval by the Board	30/07/2016
	Amount paid as advances, if any	NIL
6	Name (s) of the related party & nature of relationship	Sarveshwar Logistics, Partnership Firm in which Mr. Anil Kumar, Director of the company is Partner.
	Nature of contracts/arrangements/transaction	Freight
	Duration of the contracts/arrangements/transaction	F.Y17-18
	Salient terms of the contracts or arrangements or transaction including the value, if any	Rs. 62.75 Lacs
	Date of approval by the Board	04/04/2017
	Amount paid as advances, if any	NIL
7	Name (s) of the related party & nature of relationship	Himalayan Bio Organic Foods Private Limited, Wholly Owned Subsidiary Company
	Nature of contracts/arrangements/transaction	Purchase
	Duration of the contracts/arrangements/transaction	F.Y17-18
	Salient terms of the contracts or arrangements or transaction including the value, if any	Rs. 668.08 Lacs
	Date of approval by the Board	04/04/2017
	Amount paid as advances, if any	NIL
8	Name (s) of the related party & nature of relationship	Himalayan Bio Organic Foods Private Limited, Wholly Owned Subsidiary Company
	Nature of contracts/arrangements/transaction	Sales
	Duration of the contracts/arrangements/transaction	F.Y17-18
	Salient terms of the contracts or arrangements or transaction including the value, if any	Rs. 2552.99 Lacs
	Date of approval by the Board	04/04/2017
	Amount paid as advances, if any	NIL

9	Name (s) of the related party & nature of relationship	Sarveshwar Overseas Limited, Wholly Owned Subsidiary Company
	Nature of contracts/arrangements/transaction	Purchases
	Duration of the contracts/arrangements/transaction	F.Y 17-18
	Salient terms of the contracts or arrangements or transaction including the value, if any	Rs. 1078.52 Lacs
	Date of approval by the Board	04/04/2017
	Amount paid as advances, if any	NIL
10	Name (s) of the related party & nature of relationship	Sarveshwar International, Partnership Firm in which the relative of Director is Partner
	Nature of contracts/arrangements/transaction	Sales
	Duration of the contracts/arrangements/transaction	F.Y 17-18
	Salient terms of the contracts or arrangements or transaction including the value, if any	Rs. 164.95 Lacs
	Date of approval by the Board	04/04/2017
	Amount paid as advances, if any	NIL

For and on behalf of Board of Directors

ROHIT GUPTA

MANAGING DIRECTOR

DIN: 02715232

ANIL KUMAR

DIRECTOR

DIN: 07417538

Date: 24/08/2018

Place: Jammu

ANNEXURE -IV TO DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2018 FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Sarveshwar Foods Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by "M/s Sarveshwar Foods Limited" (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the "M/s Sarveshwar Foods Limited" books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

PARA ONE

I have examined the books, papers, minute books, forms and returns filed and other records maintained by "M/s Sarveshwar Foods Limited" ("the Company") for the financial year ended on 31st March, 2018 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder; (Not Applicable to the company during Audit Period)

(iii) The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and

the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (No fresh FDI and ECB was taken by the company during the Audit Period)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act1):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; © The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; (Not Applicable to the company during Audit Period)

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not Applicable to the company during Audit Period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not Applicable to the company during Audit Period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable as the Company is not registered as Registrar to an issue and Share Transfer Agent during the Audit Period);

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not Applicable to the company during Audit Period) (h)The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not Applicable to the company during Audit Period)

(vi) Other laws specifically applicable to the company as identified by the management:

• Foods Safety & Standards Act, 2006 & Foods Safety & Standards (Licensing & Registration of Food Business), Regulations, 2011;

• The Boilers Act, 1923 and rules made thereunder;

• Legal Metrology Act, 2009 and Rules & Regulations made there under;

• The Petroleum Act, 1934 and rules made thereunder.

• Electricity Act, 2003 and the respective State Government Policy/ Guidelines for the Wind and Solar Power Projects.

• The Employee''s Provident fund & Miscellaneous Provisions Act, 1952

• The Equal Remuneration Act, 1976

• The Maternity Benefit Act, 1961

• The Minimum wages Act, 1948

• The Water (Prevention and Control of Pollution) Act, 1974

• The Air (Prevention and Control of Pollution) Act, 1981

• The Environment (Protection) Act, 1986

• The Employee''s State Insurance Act, 1948

• The Factories Act, 1948

• Payment of Gratuity Act, 1972

• The Payment of Wages Act, 1956

• The Industrial Dispute Act, 1947

• The Payment of Bonus Act, 1965

We have also examined compliance with the applicable clauses of thefollowing:

a) Secretarial Standards issued by The Institute of Company Secretaries of India;

b) The Listing Agreements entered into by the company with National Stock Exchange of India Limited;

c) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the company has generally complied with the provisions of the Act, Rules, Regulations, and Guidelines to the extent applicable, Standards, etc. mentioned above subject to following:

1) As per provision of Section 135 of the Companies Act, 2013, the eligible amount required to be spent by the Company is Rs. 20.70 Lacs during the financial year, 2017-18, however as per information provided, the Company despite of best efforts for the utilization of eligible amount towards CSR, could spend only Rs. 2 Lacs, the unspent amount of Rs. 18.70 Lacs shall be spent in the current financial year.

Observations in Clause (i) Para One of Our Report:

1. According to information and Explanation and verification of forms and returns maintained by Company, the Company as required under Section 403 pays the prescribed additional fees in case of delayed filing.

Based on the information received and records maintained, we further report that:

1. The Board of Directors of the Company is duly constituted with proper balance of Executive, Non-Executive, Women and Independent Directors.

The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

2. Adequate notice of at least seven days was given to all directors to schedulethe Board Meetings along with agenda and detailed notes on agenda and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting except one Board Meeting which was held at shorter notice in compliance of the Act.

3. Majority decision is carried through and recorded in the minutes of the Meetings. Further as informed, no dissent was given by any director in respect of resolutions passed in the board and committee meetings. Based on the compliance mechanism established by the company and on the basis of the Compliance Certificate (s) issued by the Director of the Company, and taken on record by the Board of Directors at their meeting (s),

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period the company has not incurred any specific event/ action that can have major bearing on the company''s affairs in pursuance of above referred laws, rules, regulations; guidelines, standards etc. except as follows:

1. Special Resolution under Section 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 was passed by the members at its Extra Ordinary General Meeting held on 13th July, 2017 for issue of equity shares to the public (Initial Public Offer) upto an aggregate amount not exceeding Rs. 56Crores.

2. Authorization to Board of Directors to borrow money upto Rs.200 Crores or sum of the paid-up capital and free reserves, whichever is higher.

3. Authorization to Board of Directors to create mortgages/Charges/Hypothecation on whole or substantially the whole of the undertaking.

4. Appointment of Mr. Thayagrajan Kumaran and Dr. Tej Partap as an Independent Directors of the company at its Extra Ordinary General Meeting held

5. Appointment of Mr. Jagdish Lai Sharma as an Independent Directors of the company at its Extra Ordinary General Meeting held on 10th July, 2017.

6. Allotment of 64,67,200 Equity Shares of Rs. 10/-each at a Premium of Rs. 751- per share through the Board Resolution passed by the Board of Directors in the meeting held on 13th of March, 2018.

For Yamina Almas & Associates

Practicing Company Secretaries

Sd/-

Aaliyah Bashir

M.No: 50650

CP No: 18588

Place: Srinagar

Date: 20/08/2018

ANNEXURE-1 TO THE SECRETARIAL AUDIT REPORT

To,

The Members,

M/s. Sarveshwar Foods Limited

Sarveshwar House, Below Gummat, Jammu J&K-180001

Sub: Our Secretarial Audit for the Financial Year ended March 31, 2018 of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our Audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. We believe that the processes and practices, we followed provide a reasonable basis our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules, and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of the procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Yamina Almas & Associates

Practicing Company Secretaries

Sd/-

Aaliyah Bashir

M.No: 50650

CPNo: 18588

Place: Srinagar

Date: 20/08/201 8

ANNEXURE -VTO DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH, 2018

Statement Containing certain financial

information of subsidiaries, associate

Companies and Joint Ventures of Sarveshwar

Foods Limited as at 31st March 2018 Statement pursuant to first proviso to Sub-Section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014 PART-A "SUBSIDIARIES"

SI. No.	Particulars	Details of Subsidiaries
1.	Name of the subsidiary	Sarveshwar Overseas Limited	Himalayan Bio Organic Foods Private Limited	Natural Global Foods DMCC
2.	Date since when subsidiary was acquired	28/04/2015	22/06/2017	07/12/2017
3.	Reporting period for the subsidiary concerned, if different from the holding company''s reporting period	N/A	N/A	N/A
4.	Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries	N/A	N/A	AED
5.	Share capital: Equity Share Capital Preference Share Capital	1500.00 2200.00	5.00 NIL	8.86 NIL
6.	Reserves & Surplus	373.62	151.45	265.50
7.	Total assets	20200.08	2372.96	3779.37
8.	Total Liabilities	20200.08	2372.96	3779.37
9.	Investments	NIL	NIL	NIL
10.	Turnover	24812.44	3167.12	3750.89
11.	Profit before taxation	240.11	208.92	264.19
12.	Provision for taxation	58.65	57.56	NIL
13.	Profit after taxation	181.46	151.36	264.19
14.	Proposed Dividend	NIL	NIL	NIL
15.	% of shareholding	99.00%	100.00%	100.00%

CFO Certification pursuant to Regulation

17(8) of SEBI ( Listing Obligations &

Disclosure Requirements), 2015 for the

financial year ending 2017-18

To,

The Board of Directors,

M/s. Sarveshwar Foods Limited

Sarveshwar House, Below Gummat, Jammu, J&K

This is to certify that:

a) We have reviewed financial statements and cash flow statement for the year 2017-18 and that to the best of our knowledge and belief:

I. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading,

II. These statements together present a true and fair view of the Company''s affairs and are in compliance with the existing accounting standards, applicable laws and regulations.

b) There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the Company''s code of conduct.

c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

d) We have indicated to the auditors and the Audit committee about,

I. Significant changes in internal control over financial reporting during the year,

II. Significant change in accounting policies during the year and that the same have been disclosed in the notes to the financial statements and;

III. Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company''s internal control system overfinancial reporting.

Than king you,

For Sarveshwar Foods Limited

Deepak Singhvi

Chief Financial Officer Dated: 20/08/2018 Place: Jammu