Directors Report of Saraswati Commercial (India) Ltd.

Mar 31, 2025

Your Director''s are pleased to present the 42^nd Annual Report of Saraswati Commercial (India) Limited ("your Company/
the Company") together with the annual audited financial statement for the financial year ended 31^st March, 2025. This report
provides a comprehensive overview of the Company''s strategic initiatives, financial performance, operational achievements and
key challenges faced during the fiscal year, along with insights into the Company''s future growth trajectory.

1. FINANCIAL PERFORMANCE:

The summary of the Company''s financial performance for the year under review along with previous year figures are given
hereunder:

Particulars	Standalone		Consolidated
			{Consolidation with Subsidiaries}
	Year ended	Year ended	Year ended	Year ended
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Total Income (I)	7,541.58	12,833.57	7,544.58	12,834.29
Total Expenses (II)	661.47	486.51	662.49	487.49
Profit before tax (I-M=IM)	6,880.11	12,347.06	6,882.09	12,346.80
Less: Tax Expenses (IV)	1,538.99	1,956.45	1,539.37	1,956.49
Profit after Tax (III-IV=V)	5,341.12	10,390.61	5,342.72	10,390.30
Other Comprehensive Income before tax (VI)	17,293.88	17,244.10	17,560.27	17,652.62
Less: Tax Expenses on Other Comprehensive Income (VII)	3,570.67	1,950.01	3,646.21	1,995.22
Other Comprehensive Income for the year (VI-VII= VIII)	13,723.21	15,294.10	13,914.06	15,657.40
Total Comprehensive Income (V VIII= IX)	19,064.33	25,684.71	19,256.78	26,047.70
Net Profit attributable to:
Owners of the company	-	-	5,342.10	10,390.42
Non-controlling interest	-	-	0.62	(0.12)
Other comprehensive Income attributable to:
Owners of the company	-	-	13,839.89	15,516.26
Non-controlling interests	-	-	74.17	141.14
Total comprehensive Income attributable to:
Owners of the company	-	-	19,181.99	25,906.68
Non-controlling interests	-	-	74.79	141.02
Earnings per share (EPS)
Basic	517.41	1,008.87	517.51	1,008.85
Diluted	517.41	1,008.87	517.51	1,008.85

Note:

2. OPERATIONS AND OVERVIEW OF FINANCIAL PERFORMANCE:

The Audited Financial Statements of your Company as on 31* March, 2025, are prepared in accordance with the
relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and as per the provisions of the

Companies Act, 2013 (''the Act'') read together with the Companies (Indian Accounting Standards) Rules, 2015, as amended
from time to time, other relevant provisions of the Act on an accrual basis.

• Revenues - Standalone:

The standalone revenue from operations and other income of the Company stood at Rs. 7,541.58 Lakhs
(Includes a realised gain on financial instruments of Rs. 6,958.16 Lakhs and an unrealised gain of Rs. 77.55
Lakhs) for the financial year ended 31^st March, 2025 as against Rs. 12,833.57 Lakhs in the previous financial year.
After providing for Depreciation the Company has earned a profit before tax of Rs. 6,880.11 Lakhs as against
Rs. 12,347.06 Lakhs. After making provision for tax for the year; the profit for the year amounted to Rs. 5,341.12
Lakhs as against Rs. 10,390.61 Lakhs.

The Company''s other comprehensive income (net of tax) for the financial year ended 31st March, 2025 was
Rs. 13,723.21 Lakhs (Includes a realised gain on financial instruments of Rs. 331.40 Lakhs and an unrealised gain of
Rs. 16,962.48 Lakhs) as against Rs. 15,294.10 Lakhs in previous year. The company''s total comprehensive income
for the financial year ended 31st March, 2025 was profit of Rs. 19,064.33 Lakhs as against Rs. 25,684.71 Lakhs in the
previous financial year.

• Revenues - Consolidated:

The Company has consolidated its subsidiaries in the financial statement as per Ind AS 110 "Consolidated Financial
Statement".

The consolidated revenue from operations and other income of the Company stood at Rs. 7,544.58 Lakhs
(Includes a realised gain on financial instruments of Rs. 6,958.16 Lakhs and an unrealised gain of Rs. 78.30
Lakhs) for the financial year ended 31st March, 2025 as against Rs. 12,834.29 Lakhs in the previous financial year.
After providing for Depreciation the Company has earned a profit before tax of Rs. 6,882.09 Lakhs as against
Rs. 12,346.80 Lakhs. After making provision for tax for the year; the profit for the year amounted to Rs. 5,342.72
Lakhs as against profit of Rs. 10,390.30 Lakhs in previous financial year.

Company''s other comprehensive income (net of tax) for the financial year ended 31st March, 2025 was profit of
Rs. 13,914.06 Lakhs (Iincludes a realised gain on financial instruments of Rs. 331.40 Lakhs and an unrealised gain of
Rs. 17,228.87 Lakhs) as against Rs. 15,657.40 Lakhs in previous year. The Company''s total comprehensive income
for the financial year ended 31st March, 2025 was profit of Rs. 19,256.78 Lakhs as against Rs. 26,047.70 Lakhs in the
previous financial year.

3. DIVIDEND:

The Company is a Non-Banking Financial Company (NBFC) primarily engaged in investment activities. Considering the
capital-intensive nature of the business and in order to support the Company''s future growth plans, the Board of Directors
has deemed it prudent not to recommend any dividend for the financial year ended 31st March, 2025.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last
year.

5. TRANSFER TO RESERVE:

Under section 45-IC(1) of the Reserve Bank of India Act, 1934, Non-Banking Financial Companies (NBFCs) are required to
transfer a sum of not less than 20% of its net profit every year to the reserve fund. Your Company has transferred a sum of
Rs. 1,068.22 Lakhs to Reserves u/s. 45-IC(1) of the Reserve Bank of India Act.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY

The Company is a non-banking financial company (NBFC) registered with the Reserve Bank of India under the category of
Investment and Credit Company (NBFC-ICC). The Company is engaged in the business of investment and trading in shares
and securities and lending activities.

There has been no change in nature of the business of the Company during the financial year under review.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

• Subsidiaries:

The following Companies are the Subsidiaries:

Sr. No.	Name of the subsidiaries	% of holding
1	Sareshwar Trading and Finance Private Limited	60.77
2	Arkaya Commercial Private Limited	61.83

Particulars	Subsidiaries
	Sareshwar Trading and Finance Private Limited	Arkaya Commercial Private Limited
	Year ended 31st March, 2025 {Standalone figures}
Total Income (I)	1.75	1.25
Total Expenses (II)	0.48	0.55
Profit before share in profit/(loss) before tax (I-II= III)	1.27	0.70
Less: Tax expenses (IV)	0.38	0.00
Profit/ (loss) for the year (III-IV= V)	0.89	0.70
Other Comprehensive Income before tax (VI)	170.07	96.32
Less: Tax Expenses on other Comprehensive Income (VII)	45.30	30.24
Other Comprehensive Income (VI-VII= VIII) (Net of Tax)	124.77	66.08
Total Comprehensive Income (V VIII= IX)	125.67	66.78
Earnings per Share (EPS)
Basic	0.58	2.44
Diluted	0.58	2.44

• Associates:

The Company does not have any Associates.

• Joint Ventures:

The Company does not have any Joint ventures.

• Salient Features of Subsidiaries:

Pursuant to Section 129 (3) of the Companies Act, 2013 read with the Rules (5) of the Companies (Accounts) Rules,
2014 the salient feature of Financial Statement of Subsidiaries in Form AOC 1 which forms part of the annual report.

. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of the Board is in accordance with provisions of Section 149 of the Companies Act, 2013 and Regulation
17 of the Listing Regulations, with an appropriate combination of Executive, Non-executive and Independent Directors.

As on 31^st March, 2025, the Board of Directors of the Company comprised of following Six (6) Directors including One (1)
Whole Time Director and Three (3) Independent Directors.

Name of the Director	Date of appointment	Date of Resignation	Position held
Mrs. Rupal Vora	28.04.2021	-	Chairperson- Non- Executive Independent Director
Mrs. Vaishali Dhuri	09.10.2024	-	Whole Time Director
Mr. Hetal Khalpada	14.05.2021	-	Non-Executive Director

Name of the Director	Date of appointment	Date of Resignation	Position held
Mr. Sandeep Kumar Kejariwal	25.07.2019	-	Non-Executive Director
Mr. Vallabh Prasad Biyani	11.02.2022	-	Non-Executive Independent Director
Mrs. Neha Bandyopadhyay	11.02.2025	--	Non-Executive Independent Director
Mr. Ketan Desai	13.02.2015	11.02.2025 (Completion of Tenure)	Non-Executive Independent Director
Mr. Ritesh Zaveri	13.11.2017	09.10.2024	Non-Executive Director

None of the Directors is disqualified from being appointed as ''Director'', pursuant to Section 164 of the Act or under
any other applicable laws. The Company has obtained a certificate from Avani Gandhi & Associates, Practicing
Company Secretaries, that none of the directors on the Board of the Company has been debarred or disqualified from
being appointed or continuing as directors of companies by the Securities and Exchange Board of India (the "SEBI")/
Ministry of Corporate Affairs (the "MCA") or any such statutory authorities as on 31^st March, 2025. A copy of the said
certificate is attached to the Corporate Governance Report, which is annexed hereto and forms part of this Report.

• Women Director:

In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17 (1) of the Listing Regulations,
a Company shall have at least one woman director on the board of the Company. Your Company has Three women
directors on the Board.

Sr. No.	Name of the Director	Date of appointment
1	Mrs. Rupal Vora	Mrs. Rupal Vora was appointed as a Non-Executive Independent Director w.e.f. 28th April, 2021
2	Mrs. Vaishali Dhuri	Mrs. Vaishali Dhuri was appointed as a Whole Time Director w.e.f. 9th October, 2024
3	Mrs. Neha Bandyopadhyay	Mrs. Neha Bandyopadhyay was appointed as a Non-Executive Independent Director w.e.f. 11th February, 2025

• Retirement by rotation:

In accordance with the provisions of the Companies Act, 2013, Mr. Sandeep Kumar Kejariwal, Director, retires by
rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. A brief profile
of the Director proposed to be re-appointed is provided in the Notes to the Notice of the ensuing Annual General
Meeting.

• Appointment and Re-Appointment:

> The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee
at its meeting held on 29t^h July, 2024, proposed the appointment of Mrs. Vaishali Dhuri (DIN: 03607657)
as a Whole-time Director of the Company for a period of three years, subject to the approval of the Members
and the Reserve Bank of India (RBI). Pursuant to the approval of the Members at the Annual General Meeting
held on 26th September, 2024, and the subsequent approval received from the RBI on 9th October, 2024,
Mrs. Vaishali Dhuri was formally appointed as a Whole-time Director of the Company for a term of three
consecutive years with effect from 9th October, 2024.

> The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee,
appointed Mrs. Neha Bandyopadhyay (DIN: 08591975) as an Additional (Non-Executive) Independent
Director witheffect from 11th February, 2025. Her appointment was subsequently regularized as a
Non-Executive Independent Director with effect from 16th March, 2025, through Postal Ballot. Mrs. Neha
Bandyopadhyay is a science graduate with Honours in Textile Design from Delhi University and also holds an
MBA, MSc. and B.Ed. She serves as a Director in the International Indian Folk Art Gallery, Australia, and is
the National Executive and State Coordinator for SPICMACAY. The Board considers her appointment to be in
the best interests of the Company, and her association is expected to bring immense value to the Company.
She is independent of the management and fulfils the conditions specified under the Companies Act, 2013
and the rules made thereunder for appointment as an Independent Director.

> The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee at

its meeting held on 12^th November, 2024, proposed the appointment of Mr. Rohit Kothari (DIN: 00054811) as
an Additional Non-Executive Director of the Company. He was subsequently regularized as a Non-Executive
Director with effect from 16th March, 2025, through Postal Ballot, subject to the approval of the Reserve Bank
of India (RBI). Upon receipt of the RBI approval, Mr. Rohit Kothari was formally appointed as a Non-Executive
Director of the Company with effect from 30th May, 2025.

• Resignation:

> Mr. Ritesh Zaveri, Non- Executive Non Independent Director of the Company resigned from the directorship
of the Company w.e.f. 9th October, 2024 due to his other professional commitments. He has further
confirmed that there are no other material reasons apart from his aforesaid commitments.

• Cessation:

> Mr. Ketan Desai (DIN: 07092422) Non-Executive Independent Director of the Company, completed his second
term on 11th February, 2025. Accordingly, he ceased to be an Independent Director of the Company with
effect from the close of business hours on the said date.

The Company has devised a policy on directors'' appointment and remuneration including criteria for deeming
qualifications, independence of director and other matter provided under sub-section (3) of Section 178. Such
Nomination & Remuneration policy devised by the company can be accessed on the website of the company-
www.saraswaticommercial.com.

• Evaluation of Board, its committees & Directors:

Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board carried
out evaluation of its own as well as performance of that of its committees. The Board also carried out performance
evaluation of all the individual directors. Additionally, the Nomination and Remuneration committee of the Board
also carried out the evaluation of the performance of the individual directors. The performance evaluation was
carried out by the way of obtaining feedback from the directors through a structured questionnaire prepared in
accordance with the Board Evaluation Policy.

The structured questionnaire prepared to evaluate the performance of individual directors, the Board and
committees contained various different parameters.

The independent directors of the Company met separately at their meeting held on 12th March, 2025, without
the attendance of non-independent directors and members of the management and reviewed the performance of
non-independent directors, chairman and various committees of the Board and assessed the quality, quantity and
timeliness of the flow of information between the Management and the Board.

The independent directors expressed their satisfaction regarding the overall functioning of the Board and its
Committees for the financial year 2024-25.

• Declaration from Independent Directors:

All the Independent Directors have confirmed to the Board they meet the criteria of Independence as specified
under section 149(6) of the Companies Act, 2013, and that they qualify to be the Independent Directors pursuant to
Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, they have also confirmed
that they meet the requirements of Independent Directors as mentioned under Regulation 16(1)(b) of the Listing
Regulations.

• Key Managerial Personnel & Senior Management Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the
Comnanu are as follows¹

Sr. No.	Name	Designation
1	Mr. Rajiv Pathak	Chief Executive Officer
2	Mrs. Vaishali Dhuri*	Whole Time Director & Chief Financial Officer
3	Mrs. Avani Sanghavi	Company Secretary & Compliance Officer

Pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) (Second Amendment) Regulations, 2023, the Senior Management personnel (SMP) of the Company
is as follows:

Sr. No.	Name	Designation
1	Mr. Sanket Baheti	Research Analyst & Chief Information Officer
2	Mrs. Meenakshi Bishnoi1	Chief Compliance Officer

*The Board of Directors, based on the recommendations of the Nomination & Remuneration Committee at its
meeting held on 27^th May, 2025 designated Mrs. Meenakshi Bishnoi, Chief Compliance Officer of the Company as
the Senior Managerial Personnel of the Company w.e.f. 27th May, 2025.

9. CHANGES IN SHARE CAPITAL:

During the year under review, the Board of Directors of the Company at its meeting held on 11th February, 2025 had,
subject to the approval of the shareholders of the Company by way of a special resolution through the postal ballot
(by remote e-voting) and subject to receipt of approvals of statutory, regulatory or governmental authorities as may be
required under applicable laws, approved issue of 66,000 equity shares of face value Rs. 10 each of the Company at an issue
price of Rs. 11,913 per equity share (including premium of Rs. 11,903 per equity share) aggregating Rs. 78,62,58,000 on
preferential basis.

Consequent to approval received from the shareholders of the Company & Stock Exchange, the allotment of shares were
made on 19th March, 2025. Pursuant to the allotment, the paid-up share capital of the Company has increased from
10,29,928 equity shares to 10,95,928 equity shares.

10. STATEMENT OF DEVIATION AND VARIATION:

During the year under review, the Company issued 66,000 equity shares of face value Rs. 10 each at an issue price of
Rs. 11,913 per equity share (including premium of Rs. 11,903 per equity share) aggregating Rs. 78,62,58,000 on
preferential basis.

Pursuant to Regulation 32 of the Listing Regulations, it is hereby confirmed that there have been no deviations or variations
in the use of proceeds from the preferential issue as compared to the objects stated in the offer document.

11. RBI GUIDELINES:

The Company is registered as a non-deposit taking NBFC pursuant to the receipt of Certificate of Registration dated
27th April, 2007, issued by the RBI under Section 45-IA of the Reserve Bank of India Act, 1934.

Since the asset size of the Company as on the balance sheet date has exceeded Rs. 1,000 crores, pursuant to the Scale
Based Regulatory Framework for NBFCs notified by the Reserve Bank of India (RBI), the Company, on a standalone basis,
falls under the category of Middle Layer NBFC ("NBFC-ML").

The Company continues to comply with the Scale Based Regulations and all the applicable laws, regulations, guidelines,
etc. prescribed by RBI from time to time. The Board periodically reviews the policies and approves amendments in line with
RBI guidelines as and when necessary.

12. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134 (3) (c) of the Companies Act, 2013, your Directors confirm the following that:

a) in the preparation of the annual accounts for the year ended on 31^st March, 2025, the applicable accounting
standards have been followed;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as
at 31^st March, 2025 and of the profit of the Company as on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

d) the Directors have prepared the annual accounts for the year ended 31^st March, 2025 on a going concern basis.

e) the Directors have laid down Internal Financial Controls to be followed by the company and that such Internal
Financial Controls are adequate and are operating effectively.

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.

13. CORPORATE GOVERNANCE:

Since its inception, the Company has upheld the highest standards of corporate governance set out by the Securities and
Exchange Board of India (SEBI). We demonstrate an unwavering commitment to transparency, integrity, and ethical conduct
in all our business transactions. The Company is committed to transparency in all its transactions and places high emphasis
on the business ethics.

The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this report.

The requisite certificate from M/s. Avani Gandhi & Associates, Practicing Company Secretaries confirming compliance with
the conditions of Corporate Governance as stipulated under Regulation 27 of the Listing Regulations is included as a part of
this report.

14. COMMITTEES OF THE BOARD:

The Board has constituted the following Committees to oversee various aspects of governance and operations:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders Relationship Committee

iv) Corporate Social Responsibility Committee

v) Risk Management Committee

vi) Asset Liability Management Committee

vii) IT Strategy Committee

viii) IT Steering Committee

ix) Information Security Committee

x) Special Committee of the Board for Monitoring and Follow-Up of Cases of Frauds (SCBMF)

A detailed overview of the composition, terms of reference, meetings held and attendance of members are provided in
the Report on Corporate Governance, which forms part of this Report. The composition and terms of reference of all the
Committees of the Board of the Company are in accordance with the applicable provisions of the Act, Listing Regulations &
RBI Regulations.

15. REMUNERATION POLICIES:

• Nomination And Remuneration Policy:

Pursuant to Section 178(3) of the Companies Act, 2013 and regulation 19(4) read with Part D of schedule II of the
SEBI Listing Regulations, the Board has framed a Nomination & Remuneration (NRC) Policy. This policy, inter alia, lays
down:

• The criteria for determining appointment, removal, retirement, qualifications, positive attributes, tenure,
and independence of directors; and ¹

• Compensation Policy:

In view of detailed RBI Guidelines for NBFCs concerning compensation of KMP and SMP, the Company has in place a
specific Compensation Policy to this effect. Accordingly, this NRC policy has to be read along with this specific policy
adopted pursuant to RBI Guidelines as regards compensation of KMP and SMP. The objective of this policy are:

• To lay down broad framework for payment of compensation to the directors (Executive and Non-Executive),
Key Managerial Personnel, Senior Management and other employees;

• To ensure ''fit and proper'' status of proposed/existing directors and that there is no conflict of interest in
appointment of directors on Board of the Company, KMPs and senior management;

• To ensure that the compensation packages of whole-time directors (if any), key managerial personnel
and senior management involves a balance between fixed and variable pay reflecting short and long
term performance objectives appropriate to the working of the company and aligned with the regulatory
requirements;

• The level and composition of compensation is reasonable and sufficient to attract, retain and motivate
directors, KPMs and SMPs of the quality required to efficiently run the company successfully.

The policy is displayed on the website of the Company at -

https://saraswaticommercial.com/policies/Compensation%20Policy%20-%20SCIL.pdf

16. AUDITOR AND AUDIT REPORT:

STATUTORY AUDIT:

M/s. Ajmera Ajmera & Associates, Chartered Accountants (FRN: 123989W) were appointed as the Statutory Auditors of
the Company to hold office from the conclusion of the 39^th Annual General Meeting (AGM) of the Company held on
22^nd September 2022 until the conclusion of the 44th agm of the Company, i.e., for a period of five years, commencing from
the financial year 2022-23 (01.04.2022) to the financial year ending 2026-27 (31.03.2027).

The Company is an RBI-registered Non-Banking Financial Company (NBFC). As on 31^st March, 2025, the Company''s asset
size has exceeded Rs. 1,000 crore. As per the RBI Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory
Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) dated April 27, 2021, NBFCs having
an asset size of more than Rs. 1,000 crore are required to appoint statutory auditors for a continuous period of three (3)
years and to meet prescribed eligibility criteria for Statutory Auditors. These criteria include the minimum number of
full-time partners, the minimum number of Fellow Chartered Accountant (FCA) partners associated with the firm for at
least three years, the minimum number of full-time partners/paid CAs with CISA/ISA qualification, the minimum years of
audit experience of the firm, and the minimum number of professional staff. Thereafter, the audit firm shall be eligible for
re-appointment only after a cooling-off period of six (6) years.

In accordance with the aforementioned Guidelines, M/s Ajmera Ajmera & Associates, the previous Statutory Auditors of
the Company, did not meet the prescribed eligibility criteria. Consequently, they were unable to continue as the Statutory
Auditors of the Company and tendered their resignation with effect from 13th August, 2025.

Accordingly it is proposed to appoint new statutory auditors and therefore, based on the recommendation of the Audit
Committee, the Board of Directors of the Company, at their respective meetings held on 13th August, 2025, have approved
the appointment of M/s. GBCA & Associates LLP, Chartered Accountants (FRN: 103142W/W100292) as the new Statutory
Auditors of the company for a term of 3 consecutive years and to hold the office from the conclusion of this 42nd agm until
the conclusion of 45th agm on such remuneration including out of pocket expenses and other expenses as may be
mutually agreed by and between the Board of Directors and the Auditor.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered
Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

Explanation to Auditor''s Remarks:

There are no qualifications, reservations or adverse remarks made by M/s Ajmera Ajmera & Associates, Statutory Auditors
in their report for the financial year ended 31^st March, 2025. The Auditors Report is enclosed with the financial statements
in this Annual Report.

SECRETARIAL AUDIT:

Due to the sudden demise of the Secretarial Auditor, Mr. Nishant Jawasa, proprietor of M/s. Nishant Jawasa & Associates,
the Board of Directors, at its meeting held on 11^th February 2025, appointed M/s. Avani Gandhi & Associates, Practising
Company Secretaries (C.P. No. 16143 and Peer Review Certificate No. 1379/2021), to conduct the Secretarial Audit of the
Company for the financial year 2024-2025.

In accordance with Section 204 of the Companies Act 2013, read with the rules framed thereunder, and Regulation 24A of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), w.e.f 1^st April 2025,
every listed entity is required to undertake Secretarial Audit by a Peer Reviewed Secretarial Auditor who shall be appointed
by the Members of the Company, on the recommendation of the Board of Directors, for a period of five consecutive years.

Based on the recommendation of the Audit Committee, the Board, at its Meeting held on 27th May, 2025, subject to the
approval of the Members of the Company, approved appointment of M/s. Avani Gandhi & Associates, Practicing Company
Secretaries (Certificate of Practice No. 16143, Peer Review Certificate No. 1379/2021) as the Secretarial Auditor of the
Company, for a term of five (5) consecutive years, to hold office of the Secretarial Auditor from FY 2025-2026 till
FY 2029-2030.

The Secretarial Audit Report for the financial year ended 31^st March, 2025 is appended to this Report in Form MR-3.

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remark. The Secretarial Audit
Report (MR-3) forms part of this Annual Report as "(Annexure-1)" to the Directors Report.

Pursuant to Regulation 24A(2) of the Listing Regulations, a report on secretarial compliance has been issued by M/s Avani
Gandhi & Associates for the financial year ended 31^st March 2025 and the same has been submitted to stock exchanges.
There are no observations, reservations or qualifications in the said report.

The Company does not have any material subsidiaries, therefore, the provisions of Regulation 24A of the SEBI Listing
Regulations pertaining to secretarial audit is not applicable with respect to the subsidiaries of the Company.

INTERNAL AUDIT:

During the year under review, M/s. Rajiv A. Gupta & Associates, Chartered Accountants, were appointed as the Internal
Auditors of the Company in accordance with the applicable provisions of the Act.

COST AUDIT AND MAINTANANCE OF COST RECORDS:

The Cost Audit as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is
not required and accordingly no such cost accounts and records are made and maintained by the Company.

SECRETARIAL STANDARDS:

The company has complied with the applicable secretarial standards issued by the Institute of Companies Secretaries of
India on meeting of the Board of Directors and General Meeting.

17. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition
and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The policy is displayed on the website
of the company at -

https://saraswaticommercial.com/policies/Prevention%20of%20Sexual%20Harassment%20Policy-2014%20(2).pdf

The provisions and guidelines of the Internal Complaints committee are not applicable to the Company. However, during
the financial year 2024-25, the Company has not received any complaints on sexual harassment and no complaints remain
pending as of 31^st March, 2025.

Particulars	Complaints received on sexual Harassment
Number of complaints received during the year under review	NIL
Number of complaints disposed of during the year under review	NIL
Number of complaints remain pending for more than 90 days	NIL
Number of complaints remain pending at the year end	NIL

18. PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public under Chapter V of the Companies Act, 2013 or the
corresponding provisions of Section 58A of the Companies Act, 1956. Accordingly, no amount of principal or interest on
public deposits was outstanding as on the balance sheet date.

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

A] Conservation of Energy and Technology Absorption:

i) The step taken or impacts on conservation of energy - The operation of your Company are not energy
intensive. However, adequate measures have been initiated for conservation of energy.

ii) The steps taken by the Company for utilizing alternative sources of energy - though the operations of the
Company are not energy intensive, the Company shall explore alternative sources of energy, as and when
necessity arises.

iii) The capital investment on energy conservation equipments - NIL

PARTICULARS	2024-2025	2023-2024
Foreign Exchange Earning	Nil	Nil
Foreign Exchange Outgo	Nil	Nil

C] Technology Absorption:

a. The Company primarily being an investment company and not involved in any industrial or manufacturing
activities, has no particulars to report regarding technology absorption as required under section 134 of the
Act and Rules made thereunder.

b. The benefits derived like product improvement, cost reduction, product development: Not Applicable

c. The Expenditure incurred in Research & Development: Nil

!0. PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 and the Rules made there-under, in respect ol
the employees of the Company

a) The ratio of the remuneration of each director to the median remuneration of the employee of the Company & the
percentage of increase/ (decrease) in remuneration of each Director & KMPs of the Company for the financial year
2024-2025:

Name of the Directors, KMP & their Designation	Remuneration for the FY 2024-2025 (Rs. In Lakhs)	Ratio of remuneration of each director to median remuneration of employees	% Increase / (Decrease) in remuneration in the financial year
Mrs. Vaishali Dhuri - Whole Time Director & Chief Financial Officer	17.53	1.23	13.49
Mr. Rajiv Pathak - Chief Executive Officer	99.02	NA	30.88
Mrs. Avani Sanghavi - Company Secretary & Compliance Officer	14.20	NA	12.32

- No remuneration is been paid to the Non- Executive Directors of the Company.

- Remuneration to directors does not include sitting fees paid to them for attending Board and/or Committee
meetings.

- However the details of remuneration paid to the Executive Director & the sitting fees paid to the Independent
Directors for attending the meeting of the Board & committees are furnished in Form MGT- 7, which is available on
the Company''s website.

b) The percentage increase/ (decrease) in the median remuneration of employees in the financial year - 10.42%

c) The number of permanent employees on the rolls of company as on 31^st March, 2025 - 9 (Nine)

d) Average percentile increase already made in the salaries of employees other than the managerial personnel in the
last financial year and its comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

- The average increase in salaries of employees other than managerial personnel in 2024-25 was 15.95%.
Percentage increase in the managerial remuneration for the year was 18.90%.

e) The key parameters for any variable component of remuneration availed by the directors:

- The variable component of remuneration for Executive Directors is determined based on the following key
parameters:

• Individual performance and leadership contribution; and

• Overall performance of the Company.

- For the financial year 2024-2025, Mrs. Vaishali Dhuri, Whole Time Director of the Company, was paid a bonus of
Rs. 2.15 lakhs as the variable component of her remuneration.

f) Affirmation that the remuneration is as per the remuneration policy of the Company:

- The Company''s remuneration policy is driven by the success and performance of the individual employees
and the Company. Through the compensation package, the Company endeavours to attract, retain, develop
and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and
performance based variable pay. Individual performance pay is determined by business performance and the
performance of the individuals measured through the annual appraisal process. The Company affirms
remuneration is as per the remuneration policy of the Company.

g) Details Pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule
5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and forming
part of the directors report for the year ended 31st March, 2025:

- The statement containing names of top ten employees in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate
annexure forming part of this report. In terms of the proviso to Section 136(1) of the Companies Act, 2013,
the Report and Accounts are being sent to the Members excluding the aforesaid annexure. The said statement is
available for inspection with the Company. Any Member interested in obtaining a copy of the same may write to
the Company Secretary at [e-mail].

21. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the Annual Return as on 31st March, 2025 in Form No. MGT-7, is available
on the Company''s website and can be accessed -

https://saraswaticommercial.com/corporate/Form MGT 7%20for%20the%20y.e.%2031.03.2025.pdf

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

The loan made, guarantee given or security provided in the ordinary course of business by a NBFC registered with RBI are
exempt from the applicability of the provisions of Section 186 of the Companies Act, 2013.

23. INDEPENDENT DIRECTORS'' DECLARATION:

The Independent Directors hold office for a fixed term and are not liable to retire by Rotation. In accordance with Section
149(7) of the Companies Act, 2013 (''Act'') and Regulation 25(8) of the Listing Regulations, Mrs. Rupal Vora, Mr. Vallabh
Prasad Biyani & Mrs. Neha Bandyopadhyay have given a written declaration to the Company confirming that they meet the
criteria of Independence as mentioned under Section 149(6) of the Companies Act, 2013 and Listing Regulations and the
same have been considered and taken on record by the Board.

Further, there nas Deen no cnange in the circumstances wnicn may anect tneir status as inaepenaent airector auring tne
year.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, as amended, Independent Directors of the Company have confirmed that they have registered
themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar (''IICA''). The Independent
Directors are also required to undertake online proficiency self-assessment test conducted Dy the IICA within a period of
2 (two) years from the date of inclusion of their names in the data Dank, unless they meet the criteria specified for
exemption.

Mrs. Rupal Vora and Mr. Vallabh Prasad Biyani, Independent Directors of the Company are exempt from the requirement
to undertake the online proficiency self-assessment test conducted Dy IICA. However Mrs. Neha Bandyopadhyay has
undertaken online proficiency self-assessment test conducted Dy IICA and passed such test..

4. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has familiarized its independent Directors to provide insights into the Company and to enable them to
understand the Company''s Dusiness in depth, to familiarize them with the processes and functionaries of the Company
to assist them in understanding their roles and responsiDilities. Further, the Independent Directors are provided with
opportunity to interact with the Management of the Company and help them to understand the Company''s strategy, their
roles, rights, responsiDilities in the Company, nature of the industry in which the company operates, Dusiness model of the
company and such other areas as may arise from time to time through various programmes.

The said program was conducted for the familiarization of Independent directors. The details of the same can found on the
website of the company -

https://saraswaticommercial.com/id/final%20Details of Familiarisation Programme Saraswati%2012.03.2025.pdf

5. DISCLOSURES:

• RELATED PARTY TRANSACTIONS:

All the related party transactions were placed Defore the Audit Committee for its review on a quarterly Dasis.
An omniDus approval of the Audit Committee had Deen oDtained for the related party transactions which were
repetitive in nature. Further, as per applicaDle provisions of the Listing Regulations, necessary approvals of the
memDers of the Company were also sought for the material related party transactions proposed to De entered with
the related parties.

All related party transactions that were entered into during the financial year were on an arm''s length Dasis and
were in the ordinary course of Dusiness. The details regarding materially significant related party transactions made
Dy the Company are disclosed in Form AOC-2 "(Annexure-3)" which forms a part of this Annual report.

The Board has formulated Policy on Related Party Transactions, pursuant to the applicaDle provisions of the
Companies Act, 2013 and SEBI Listing Regulations and the same is displayed on the Company''s weDsite at
https://saraswaticommercial.com/policies/RPT%20Policy.pdf

Further, the details on the transactions with related parties are provided in the accompanying financial statements.

• CEO AND CFO CERTIFICATION:

The Chief Executive Officer and the Chief Financial Officer of the Company have given a Certificate to the Board as
contemplated in Regulation 17 of the Listing Regulations. The Certificate forms a part of this Annual Report.

• CODE OF CONDUCT:

The Board of Directors have laid-down a "Code of Conduct" (Code) for all the Board MemDers and the
Senior Management Personnel of the Company and the same Code is displayed on the Website of the Company -
www.saraswaticommercial.com. Annual declaration is oDtained from every person covered Dy the Code.

• MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis for the year under review as stipulated under Regulation 34(2) read
with Schedule V of the Listing Regulations, is presented in a separate section forming part of this Annual
Report. The shareholders may refer to the Management Discussion and Analysis section of this Annual Report for
comprehensive insight into the Company''s strategic outlook, including industry dynamics, various opportunities and
threats in the industry, risk factors and the efficacy of internal control mechanisms.

26. POLICIES AND PROGRAMMES:

The Listing Regulations mandated the formulation of certain policies for all listed companies. All such policies which
are applicable to the company are available on our website (https://saraswaticommercial.com/policies-and-code.asp).
The policies are reviewed by the Board and updated based on need and new compliance requirements.

The Dolicies and programmes adoDted bv the ComDanv alone with their web links are as follows:

Sr. No.	Name of the policy	Web link
1	Document Retention and Archival Policy	https://saraswaticommercial.com/policies/Policv%20-%20 Document%20Retention%20and%20Archival%20Policv.pdf
2	Policy for determination of Materiality	https://saraswaticommercial.com/policies/Materialitv%20
		Policy.pdf
3	Policy on prevention of sexual harassment	https://www.saraswaticommercial.com/policies/Prevention%20
		of%20Sexual%20Harassment%20Policv-2014%20(2).pdf
4	Nomination & Remuneration Policy	https://saraswaticommerdal.com/polides/Policv%20-%20
		Nomination%20&%20Remuneration.pdf
5	CSR Policy	https://www.saraswaticommercial.com/policies/CSR%20
		Policv%20-%20SCIL.pdf
6	Vigil Mechanism Policy	https://saraswaticommercial.com/policies/Policv%20-%20
		Whistle%20blower%20&%20Viail%20Mechanism.pdf
7	Related Party Transaction Policy	https://saraswaticommercial.com/policies/RPT%20Policv.pdf
8	Board Evaluation Policy	https://saraswaticommercial.com/policies/Policv%20-%20
		Board%20Evaluation.pdf
9	Board Diversity	https://saraswaticommercial.com/policies/Policv%20-%20
		Diversitv%20of%20the%20Board.pdf
10	Succession Policy	https://saraswaticommercial.com/policies/Policv%20-%20
		Succession%20Policv.pdf
11	Familiarisation Programme for Independent Directors	https://saraswaticommercial.com/policies/final%20Details of
		Familiarisation Proaramme Saraswati%2012.03.2025.pdf
12	Code for Prevention of Insider Trading	https://saraswaticommercial.com/policies/CODE%20OF%20
		C0NDUCT%20F0R%20PREVENTI0N%200F%20INSIDER%20
		TRADING.pdf
13	Policy for Determining Material Subsidiaries	https://saraswaticommercial.com/policies/Policv%20on%20
		Material%20Subsidiarv.pdf

27. NUMBER OF MEETINGS OF THE BOARD, ANNUAL GENERAL MEETING AND EXTRA ORDINARY GENERAL MEETINGS &
POSTAL BALLOTS:

During the year, Five (5) meetings of the Board of Directors were held. The maximum time gap between any two Meetings
was not more than one hundred and twenty days. These Meetings were well attended.

The 41^st Annual General Meeting of the Company was held on 26^th September, 2024. However, During the year under
review, no Extraordinary General Meeting were held.

Detailed information on the Meetings of the Board, its Committees, the AGM/ EGM & Postal Ballots is included in the
Report on Corporate Governance, which forms part of this Annual Report.

28. RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS:

• Risk is an integral part of the business and almost every business decision requires the management to balance
risk and reward. The Company has in place Risk Management committee and Risk Management Policy framed in
accordance with the Risk Management framework as issued by Reserve Bank of India ("RBI") vide Master Direction
- Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 ("Scale Based
Regulations") and amendments thereon.

• The Company has in place adequate Internal Financial Controls with reference to financial statements. The Audit
Committee actively reviews the adequacy and effectiveness of the internal control systems and is also apprised of
the internal audit findings and corrective actions.

• The internal financial control system of the Company is supplemented with internal audits, regular reviews by
the management and checks by external auditors. It provides reasonable assurance in respect of financial and
operational information, compliance with applicable statutes safeguarding the assets of the Company, prevention
and detection of frauds, accuracy and completeness of accounting records and also ensuring compliance with the
Company''s policies.

• The Statutory Auditors and the Internal Auditors of the Company also provide confirmation that the internal
financial controls framework is operating effectively. During the year, no material or serious observations have been
highlighted for inefficiency or inadequacy of such controls.

Report of the Statutory Auditors on the Internal Financial Controls with reference to the financial statements
as required under clause (i) of Sub-section 3 of Section 143 of the Companies Act,2013 ("the Act") forms part of
this Annual Report as Annexure-A to the Auditors Report.

29. INSURANCE:

The company has adequately insured all its Assets and properties.

30. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) committee is established by the Board in accordance with section 135 of the
Companies Act, 2013.

As per the provisions of Section 135 of the Companies Act, 2013, the Company''s CSR liability for FY 2024-25 was
Rs. 1,22,79,027. However, in the previous year, the Company had spent an excess amount of Rs. 1,04,10,321. After
setting off the said excess expenditure of the previous year, the net amount required to be spent during FY 2024-25 was
Rs. 18,68,706.

Against this requirement, the Company spent Rs. 19,00,000 towards Corporate Social Responsibility (CSR) in FY 2024-25.
Consequently, an excess of Rs. 31,294 has been carried forward to the next year.

The Annual report on the CSR Activities of the Company during the year is enclosed as "(Annexure-2)" and forms part of
this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Policy outlines the activities that can be undertaken or supported by the Company within the applicable provisions
of the Companies Act, 2013, ensuring the alignment with sustainable development goals and principles. Apart from the
composition requirements of the CSR Committee, the CSR Policy, inter alia, sets forth key parameters, including:

1. Criteria for project and area selection;

2. Funding & Allocation;

3. Execution and implementation modalities;

4. Monitoring mechanisms for CSR initiatives;

5. Formulation of an annual action plan.

The Company has in place Corporate Social Responsibility policy which is displayed on the website of the Company at
(https://saraswaticommercial.com/).

The Chief Financial Officer has certified that the funds disbursed on the basis the annual action plan for the financial year
2024-25 have been utilised for the purpose and in the manner as approved by the Board.

31. BOARD EVALUATION:

The annual evaluation process of the Board of Directors, the Committees thereof and individual directors was conducted in
accordance with the provisions of the Companies Act, 2013 and Listing Regulations. The structured questionnaires used for
assessing the performance of Board and its Committees were framed in accordance with the Board Evaluation Policy.

The evaluation process focused on various aspects of the Board and Committees'' functioning including their composition,
experience, competencies, performance of specific duties, obligations, monitoring of corporate governance practices,
participation in the long-term strategic planning, attendance and contribution of individual directors and exercise of
independent judgement, including but not limited to, active participation at the Board and Committee meetings.

The performance evaluation of the Chairman and the Non-Independent Director was carried out by the Independent
Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Additionally, a meeting of the independent directors of the Company was held on 12^th March, 2025 without the presence
of non-independent directors and members of the Management. During this meeting, the independent directors reviewed
the performance of Non-Independent Directors, the Chairman and various Committees of the Board. They also assessed
the quality, quantity and timeliness of the flow of information between the Management and the Board, while evaluating
progress on the recommendations made during the previous year. The independent directors expressed their satisfaction
regarding the overall functioning of the Board and its Committees for the financial year 2024-25.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:

During the financial year 2024-2025, there were no significant and material orders passed by any Regulator/ Court that
would impact the ''going concern'' status of the Company and its future operations.

33. VIGIL MECHANISM POLICY:

The Company promotes ethical behaviour in all its business activities and has established a vigil mechanism for its
Directors, Employees and Stakeholders associated with the Company to report their genuine concerns. The Vigil
Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed thereunder and the Listing Regulations is
implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimisation of persons who
use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

As per the Whistle Blower Policy implemented by the Company, the Employees, Directors, vendors or any Stakeholders
associated with the Company are free to report illegal or unethical behaviour, actual or suspected fraud or violation of the
Company''s Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairperson of the Audit
Committee of the Company.

The Company has a Vigil Mechanism/ Whistle Blower policy to report genuine concerns or grievances pursuant to
Section 177 of Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The Vigil Mechanism/Whistle Blower
policy has been posted on the website of the Company at-

https://www.saraswaticommercial.com/policies/Policy%20-%20Whistle%20blower%20&%20Vigil%20Mechanism.pdf

34. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company between the end
of the financial year and date of this Report. There has been no change in the nature of the business of the Company.

35. MATERNITY BENEFIT COMPLIANCE:

The Company is committed to ensuring the welfare and rights of its employees in accordance with the applicable laws.
The Company has always complied with the provisions of the Maternity Benefit Act, 1961, as amended by the Maternity
Benefit (Amendment) Act, 2017.

The Company ensures that all eligible women employees are provided the statutory benefits prescribed under the
Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support
such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering
an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance
with applicable laws.

36. HUMAN RESOURCES:

At the company, we place paramount importance on our people, recognizing them as our most valuable strategic
assets. We are deeply committed to comprehensive talent management, fostering a culture of continuous growth,
and implementing effective performance management practices to empower our teams and drive long-term organizational
success. Our company has built a dynamic and responsive organizational framework designed to drive clear and
measurable business outcomes. We prioritize consistent communication and ongoing engagement to keep all team
members aligned with shared goals. At the heart of our approach is a strong, value-driven culture rooted in trust,
accountability, and mutual respect, ensuring every employee understands and embraces the principles that shape our
decisions and actions.

The Board affirms that our remuneration practices are fully aligned with the Company''s established policy, promoting
fairness, ensuring equitable and transparent treatment throughout the organization.

The Company had a total of 9 employees as of 31^st March, 2025.

37. GENDER-WISE COMPOSITION OF EMPLOYEES:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender
composition of its workforce as on 31st March, 2025.

Category	Number of Employees	Percentage (%)
Male	6	66.67
Female	3	33.33
Transgender	0	0.00
Total	9	100.00

38. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under the review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of share (including sweat equity shares) to employees of the Company under any scheme.

4. None of the Non-Executive Directors of the company receives any remuneration or commission from the Company
as well as from any of its subsidiaries except sitting fees paid to Independent Directors.

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

6. Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the
Secretarial Auditor has reported any incident of fraud to the Audit Committee during the year under review.

7. During the year under review, there were no instances of one-time settlements with Banks or Financial Institutions.
Accordingly, the reasons for any difference between the valuation at the time of such settlement and the valuation
done while availing loans from Banks or Financial Institutions are not applicable and, therefore, not reported.

39. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Investors, Banks
and Statutory Authorities. Your Directors express their deep appreciation to the Company''s employees at all levels for their
unstinted efforts and valuable contributions during the year.

By order of the Board of Directors
For Saraswati Commercial (India) Limited

Place: Mumbai Vaishali Dhuri Hetal Khalpada

Date: 13^th August, 2025 Whole Time Director Director

DIN: 03607657 DIN: 00055823

Registered Office:

209-210, Arcadia Building, 195,

Nariman Point, Mumbai - 400 021.

1

Broad guidelines of structure & remuneration for executive- non-executive directors, key managerial
personnel and other employees.

The policy is displayed on the website of the Company at -

https://www.saraswaticommercial.com/policies/Policy%20-%20Nomination%20&%20Remuneration.pdf

---

Mar 31, 2024

Your Director''s are pleased to present the 41^st Annual Report of Saraswati Commercial (India) Limited ("your Company/ the Company") together with the annual audited financial statement for the financial year ended 3rt March, 2024.

1. FINANCIAL PERFORMANCE:

The summary of the Company''s financial performance for the year under review along with previous year figures are given hereunder:

(Rs. in Lakhs except EPS]
Particulars	Standalone		Consolidated
			{Consolidation with Subsidiaries & Associate}
	Year ended	Year ended	Year ended	Year ended
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Total Income (1)	12,833.57	2,397.98	12,834.29	2,402.48
Total Expenses (II)	486.51	491.92	487.49	492.97
Profit before tax (I-II=IM)	12,347.06	1,906.06	12,346.80	1,909.51
Less: Tax Expenses (IV)	1,956.45	739.66	1,956.49	739.18
Profit after Tax (lll-IV=V)	10,390.61	1,166.40	10,390.30	1,170.33
Share in profit/(loss) of associates (VI)	-	-	-	-
Profit after Tax & share in profit/(loss) of associates (V VI=VII)	10,390.61	1,166.40	10,390.30	1,170.33
Other Comprehensive Income before share in profit/(loss) of associates and tax (VIII)	17,244.10	(19.57)	17,652.62	4.41
Less: Tax Expenses on Other Comprehensive Income (IX)	1,950.01	18.25	1,995.22	20.90
Share in other comprehensive income of associates (X)	-	-	-	-
Other Comprehensive Income for the year (viii-ix x= xi)	15,294.10	(37.82)	15,657.40	(16.49)
Total Comprehensive Income (VII XI= XII)	25,684.71	1,128.58	26,047.70	1,153.84
Net Profit attributable to:
Owners of the company	-	-	10,390.42	1,168.81
Non-controlling interest	-	-	(0.12)	1.52
Other comprehensive Income attributable to:
Owners of the company	-	-	15,516.26	(24.78)
Non-controlling interests	-	-	141.14	8.29
Total comprehensive Income attributable to:
Owners of the company	-	-	25,906.68	1,144.03
Non-controlling interests	-	-	141.02	9.81
Earnings per share (EPS)
Basic	1,008.87	113.25	1,008.85	113.48
Diluted	1,008.87	113.25	1,008.85	113.48
Note: figures are represented in Ind-AS

2. OPERATIONS AND OVERVIEW OF FINANCIAL PERFORMANCE:

The Audited Financial Statements of your Company as on 31^st March, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and as per the provisions of the Companies Act, 2013 (''the Act'') read together with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, other relevant provisions of the Act on an accrual basis.

• Revenues - Standalone:

The standalone revenue from operations and other income of the Company stood at Rs. 12,833.57 Lakhs for the financial year ended 3rt March, 2024 as against Rs. 2,397.98 Lakhs in the previous financial year. After providing for Depreciation the Company has earned a profit before tax of Rs. 12,347.06 Lakhs as against Rs. 1,906.06 lakhs. After making provision for tax for the year; the profit for the year amounted to Rs. 10,390.61 Lakhs as against Rs. 1,166.40 lakhs.

The Company''s other comprehensive income (net of tax) for the financial year ended 3rt March, 2024 was Rs. 15,294.10 lakhs compared to loss of Rs. 37.82 Lakhs in previous year. The Company''s total comprehensive income for the financial year ended 3rt March, 2024 was profit of Rs. 25,684.71 Lakhs as against Rs. 1,128.58 Lakhs in the previous financial year.

• Revenues - Consolidated:

The Company has consolidated its subsidiaries in the financial statement as per Ind AS 110 "Consolidated Financial Statement" & of its associate Companies in accordance with Ind AS 28 "Accounting for - Investments in Associates and Joint Ventures" by using "Equity Method" of consolidation.

The consolidated revenue from operations and other income of the Company stood at Rs. 12,834.29 Lakhs for the financial year ended 3rt March, 2024 as against Rs. 2,402.48 Lakhs in the previous financial year. After providing for Depreciation the Company has earned a profit before tax of Rs. 12,346.80 Lakhs as against Rs. 1,909.51 Lakhs. After making provision for tax for the year; the profit for the year amounted to Rs. 10,390.30 Lakhs as against profit of Rs. 1,170.33 Lakhs in previous financial year.

Company''s other comprehensive income (net of tax) for the financial year ended 3rt March, 2024 was profit of Rs. 15,657.40 Lakhs compared to loss of Rs. 16.49 Lakhs in previous year. The company''s total comprehensive income for the financial year ended 3rt March, 2024 was profit of Rs. 26,047.70 Lakhs as against Rs. 1,153.84 Lakhs in the previous financial year.

3. DIVIDEND:

The Company is in a growing stage and keeping in view of required funds to support its future growth, your Directors do not recommend any dividend for the financial year ended 3rt March, 2024 with a view to conserve the resources for future.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

5. TRANSFER TO RESERVE:

Under section 45-IC(l) of the Reserve Bank of India Act, 1934, Non-Banking Financial Companies (NBFCs) are required to transfer a sum of not less than 20% of its net profit every year to the reserve fund. Your Company has transferred a sum of Rs. 2,078.12 Lakhs to Reserves u/s. 45 IC(l) of the Reserve Bank of India Act.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There were no changes in nature of the business of the Company done during the year.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

• Subsidiaries:

The following Companies are the Subsidiaries:

Sr. No.	Name of the subsidiaries	% of holding
l	Sareshwar Trading and Finance Private Limited	60.77
2	Arkaya Commercial Private Limited	61.83

• Associates:

The Company was holding 31.03% in Arcies Laboratories Limited (Associate Company) till 26^th March, 2024. Pursuant to the right issue of equity shares by Arcies Laboratories Limited and Saraswati Commercial (India) Limited had not participated in the right issue, the stake of the Company in Arcies Laboratories Limited has been reduced from 31.03% to 4.43%. Therefore due to this deemed disposal, Arcies Laboratories Limited is no longer associate of the Company as on 31^st March, 2024.

Financial Highlights of Subsidiaries:

(Rs. in Lakhs - Except EPS)
Particulars	Subsidiaries
	Sareshwar Trading and Finance Private Limited	Arkaya Commercial Private Limited
	Year ended 31st March, 2024 {Standalone figures}
Total Income (1)	0.70	0.01
Total Expenses (II)	0.53	0.45
Profit before share in profit/(loss) before tax (1-11= Ill)	0.17	(0.44)
Less: Tax expenses (IV)	0.04	o.oo
Profit/ (loss) for the year (lll-lV= V)	0.13	(0.44)
Other Comprehensive Income before tax (Vl)	262.29	146.23
Less: Tax Expenses on other Comprehensive Income (Vll)	(30.01)	(15.21)
Other Comprehensive Income (Vl-Vll= Vlll) (Net of Tax)	232.29	131.02
Total Comprehensive Income (V Vlll= IX)	232.42	130.57
Earnings per Share (EPS)
Basic	0.09	(1.55)
Diluted	0.09	(1.55)

• Joint Ventures:

The company has no Joint Ventures.

• Salient Features of Subsidiaries and Associates:

Pursuant to Section 129 (3) of the Companies Act, 2013 read with the Rules (5) of the Companies (Accounts) Rules, 2014 the salient feature of Financial Statement of Associates in Form AOC 1 which forms part of the annual report.

8. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of the Board is in accordance with provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, with an appropriate combination of Non-executive and Independent Directors.

The Company has the following 6 (six) directors on its Board, 3 (three) of whom are Independent Directors.

Name of the Director	Date of appointment	Date of Resignation	Position held
Mr. Ritesh Zaveri	13.11.2017	-	Chairman, Non- Executive Director
Mr. Hetal Khalpada	14.05.2021	-	Non- Executive Director
Mr. Sandeep Kumar Kejariwal	25.07.2019	-	Non- Executive Director
Mr. Ketan Desai	13.02.2015	-	Non- Executive Independent Director
Mrs. Rupal Vora	28.04.2021	-	Non- Executive Independent Director
Mr. Vallabh Prasad Biyani	11.02.2022	-	Non- Executive Independent Director

None of the Directors is disqualified from being appointed as ''Director'', pursuant to Section 164 of the Act or under any other applicable laws. The Company has obtained a certificate from Nishant Jawasa & Associates, Company Secretaries, that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India (the "SEBI")/Ministry of Corporate Affairs (the "MCA") or any such statutory authorities as on 31^st March, 2024. A copy of the said certificate is forming part of Corporate Governance Report, which forms part of this Report.

• Women Director:

In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17 (1) of the Listing Regulations, a Company shall have at least one woman director on the board of the Company. Your Company has one women director on the Board.

Sr. No.	Name of the Director	Date of appointment
l	Mrs. Rupal Vora	Mrs. Rupal Vora was appointed as a Non-Executive Independent Director w.e.f. 23rd September, 2021

• Retirement by rotation:

In terms of the provisions of the Companies Act, 2013 Mr. Hetal Khalpada, Director, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. A brief profile of Director proposed to be re-appointed is given in the notes to the Notice of the ensuing Annual General Meeting.

• Appointment and re-appointment:

In terms of provisions of Sections 196, 197, 198, 203 and all other applicable provisions of the Companies Act, 2013 (including corresponding provisions, if any of the Companies Act, 1956) read with Schedule V of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 & Listing Regulations, & on the recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company at their meeting held on 29^th July, 2024, has proposed the appointment of Mrs. Vaishali Dhuri (DIN: 03607657), for a period of 3 years w.e.f. l^st October, 2024 or the date of approval of Reserve Bank of India (RBI), whichever later, subject to approval of members at the ensuing Annual General Meeting.

The Company has devised a policy on directors'' appointment and remuneration including criteria for deeming qualifications, independence of director and other matter provided under sub-section (3) of section 178. Such Nomination & Remuneration policy devised by the company can be accessed on the website of the company- www.saraswaticommercial.com.

• Evaluation of Board, its committees & Directors:

Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board carried out evaluation of its own as well as performance of that of its committees. The Board also carried out performance evaluation of all the individual directors. Additionally, the Nomination and Remuneration committee of the Board also carried out the evaluation of the performance of the individual directors. The performance evaluation was carried out by the way of obtaining feedback from the directors through a structured questionnaire prepared in accordance with the Board evaluation policy.

The structured questionnaire prepared to evaluate the performance of individual directors, the Board and committees contained various different parameters.

The independent directors of the Company met separately at their meeting held on 15th January, 2024, without the attendance of non-independent directors and members of the management and reviewed the performance of non-independent directors, chairman and various committees of the Board and assessed the quality, quantity and timeliness of the flow of information between the Management and the Board.

The independent directors expressed their satisfaction regarding the overall functioning of the Board and its Committees for the financial year 2023-24.

• Declaration from Independent Directors:

All the Independent Directors have confirmed to the Board they meet the criteria of Independence as specified under section 149(6) of the Companies Act, 2013, and that they qualify to be the Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, they have also confirmed that they meet the requirements of Independent directors as mentioned under Regulation l6(l)(b) of the Listing Regulations.

• Key Managerial Personnel & Senior Management Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company are as follows:

Sr. No.	Name	Designation
1	Mr. Rajiv Pathak	Chief Executive Officer
2	Mrs. Vaishali Dhuri	Chief Financial Officer
3	Ms. Avani Sanghavi	Company Secretary & Compliance Officer

There has been no change in the KMP during the year under review.

Pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023, the Senior Management personnel (SMP) of the Company is as follows:

Sr. No.	Name	Designation
1	Mr. Sanket Baheti	Research Analyst & Chief Information Officer

There has been no change in the SMP during the year under review.

9. RBI GUIDELINES:

RBI on 19^th October, 2023 issued Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 (hereinafter referred as "Scale Based Regulations") according to which all the NBFCs that are part of a common Group or are floated by a common set of promoters should not be viewed on a standalone basis and thus to determine the layer in which the Company would be classified total assets of all the NBFC''s in a group would be considered. Thus your Company would be classified under Middle Layer as the total asset size of all the Companies in the Group exceeds Rs. 1000 crore. The NBFC Companies in the group that were taken into consideration for classification include Winro Commercial (India) Limited, Singularity Holdings Limited & GeeCee Fincap Limited.

The Company continues to comply with the Scale Based Regulations [Earlier Master Direction - Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 were applicable to the NBFC which is now repelled] and all the applicable laws, regulations, guidelines, etc. prescribed by RBI from time to time. The Board periodically reviews the policies and approves amendments in line with RBI guidelines as and when necessary.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134 (3) (c) of the Companies Act, 2013, your Directors confirm the following that:

a) in the preparation of the annual accounts for the year ended on 31^st March, 2024, the applicable accounting standards have been followed;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit of the Company as on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors have prepared the annual accounts for the year ended 31^st March, 2024 on a going concern basis.

e) the Directors have laid down Internal Financial Controls to be followed by the company and that such Internal Financial Controls are adequate and are operating effectively.

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. CORPORATE GOVERNANCE:

The Company is committed to adhere to the Corporate Governance Requirements set out by the Securities and Exchange Board of India (SEBI).

The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this report.

The requisite certificate from M/s. Nishant Jawasa & Associates, Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 27 of the Listing Regulations is included as a part of this report.

12. COMMITTEES OF THE BOARD:

The Company has various Committees which have been constituted as a part of good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

Details of the following Committees constituted by the Board along with their composition, powers, roles, terms of reference, meetings held during the year and attendance of the Directors at such Meetings are provided in the Report on Corporate Governance which forms a part of this Annual Report:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders Relationship Committee

iv) Corporate Social Responsibility Committee

v) Risk Management Committee

vi) Asset Liability Management Committee

vii) IT Strategy Committee

viii) IT Steering Committee

ix) Information Security Committee

13. NOMINATION AND REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to Remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.

The policy is displayed on the website of the Company at -

https://www.saraswaticommercial.com/policies/Policv%20-%20Nomination%20&%2QRemuneration.pdf

14. AUDITOR AND AUDITORS REPORT:STATUTORY AUDIT:

In accordance with section 139 of Companies Act, 2013, M/s. Ajmera Ajmera & Associates, Chartered Accountants, (FRN: 123989W), were appointed as Statutory Auditors of the Company at the 39^th Annual General meeting (AGM) to hold office for a period of five years from the conclusion of the 39th agM until the conclusion of 44th agM. Members may note that the first provision to section 139 of the Companies Act, 2013 which requires ratification of the appointment of Statutory Auditors by the Members at every AGM has been omitted by the Companies (Amendment) Act, 2017 with effect from 7th May, 2018. Accordingly, matter for ratification of appointment of statutory auditors at the ensuing AGM has been withdrawn from the Statute. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.

There are no qualifications, reservations or adverse remarks made by M/s Ajmera Ajmera & Associates, Statutory Auditors in their report for the financial year ended 31^st March, 2024. The Auditors Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the Listing Regulations, the Board of Directors of the Company had appointed M/s Nishant Jawasa & Associates, a firm of the Company Secretaries in Practice (C.P. No 6993) to conduct Secretarial Audit of the Company for the financial year ended 31^st March, 2024. The Secretarial Audit Report for the financial year ended 31* March, 2024 is appended to this Report in Form MR-3.

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remark. The Secretarial Audit Report (Mr-3) forms part of this Annual Report as "(Annexure-1)" to the Directors Report.

Pursuant to Regulation 24A(2) of the Listing Regulations, a report on secretarial compliance has been issued by M/s Nishant Jawasa & Associates for the financial year ended 31* March 2024 and the same has been submitted to stock exchanges. There are no observations, reservations or qualifications in the said report.

The Company does not have any material subsidiaries, therefore, the provisions of Regulation 24A of the Listing Regulations pertaining to secretarial audit is not applicable with respect to the subsidiaries of the Company.

INTERNAL AUDIT:

During the year under review, M/s. Rajiv A. Gupta & Associates, Chartered Accountants, were appointed as the Internal Auditors of the Company in accordance with the applicable provisions of the Act.

COST AUDIT AND MAINTANANCE OF COST RECORDS:

The Cost Audit as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not required and accordingly no such cost accounts and records are made and maintained by the Company.

SECRETARIAL STANDARDS:

The company has complied with the applicable secretarial standards issued by the Institute of Companies Secretaries of India on meeting of the Board of Directors and General Meeting.

15. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The policy is displayed on the website of the company at -

https://www.saraswaticommercial.com/policies/Prevention%20of%20Sexual%20Harassment%20Policy-2014%20(2).pdf

The provisions and guidelines of the Internal Complaints committee are not applicable to the Company. However, during the financial year 2023-24, the Company has not received any complaints on sexual harassment and no complaints remain pending as of 31st March, 2024.

16. PUBLIC DEPOSITS:

The Company has not accepted any deposit from the public under Chapter V of the Companies Act, 2013 or under the corresponding provisions of Section 58A of the Companies Act, 1956 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of balance sheet.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:A] Conservation of Energy and Technology Absorption:

i) The step taken or impacts on conservation of energy - The operation of your Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

ii) The steps taken by the Company for utilizing alternative sources of energy - though the operations of the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when necessity arises.

iii) The capital investment on energy conservation equipments - NIL

B]	Foreign Exchange Earnings & Outgo:		(Rs. In Lakhs)
	PARTICULARS	2023-2024	2022-2023
	Foreign Exchange Earning	Nil	Nil
	Foreign Exchange Outgo	Nil	Nil

C] Technology Absorption:

a. The Company primarily being an investment company and not involved in any industrial or manufacturing activities, has no particulars to report regarding technology absorption as required under section 134 of the Act and Rules made thereunder.

b. The benefits derived like product improvement, cost reduction, product development: Not Applicable

c. The Expenditure incurred in Research & Development: Nil

18. PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 and the Rules made there-under, in respect of the employees of the Company

a) The ratio of the remuneration of each director to the median remuneration of the employee of the Company for the financial year:

- No remuneration is been paid to the Directors of the Company. However the Independent Directors are paid sitting fees for attending the meeting of the Board & Committees and the details of the same are furnished in Form MGT- 7, which is available on the Company''s website.

b) The percentage of increase/ (decrease) in remuneration of each Director, Chief Executive Officer (CEO), Chief Financial Officer(CFO) and Company Secretary (CS) if any, in the financial year:

- Kindly note that no remuneration is been paid to the Directors of the Company.

Name of the Person	% of increase/(decrease)
Rajiv Pathak (CEO)	15.98%
Vaishali Dhuri (CFO)	10.87%
Avani Sanghavi (CS)	11.66%

c) The percentage increase/ (decrease) in the median remuneration of employees in the financial year - 10.69%

d) The number of permanent employees on the rolls of company as on 31^st March, 2024 - 9 (Nine)

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

- The average increase in salaries of employees other than managerial personnel in 2023-24 was 15.11%. Percentage increase in the managerial remuneration for the year was 12.84%.

f) The key parameters for any variable component of remuneration availed by the directors:

- No variable component of remuneration has been availed by the directors.

g) Affirmation that the remuneration is as per the remuneration policy of the Company:

- The Company''s remuneration policy is driven by the success and performance of the individual employees and the Company. Through the compensation package, the Company endeavours to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

h) Details Pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and forming part of the directors report for the year ended 3rt March, 2024:

- The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. In terms of the proviso to Section 136(1) of the Companies Act, 2013 , the Report and Accounts are being sent to the Members excluding the aforesaid annexure. The said statement is available for inspection with the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary at [e-mail].

19. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31^st March, 2024 in Form No. MGT-7, is available on the Company''s website and can be accessed - https://www.saraswaticommercial.com/corporate/Form MGT 7%20 for%20the%20y.e.%2031.03.2024.pdf

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

The loan made, guarantee given or security provided in the ordinary course of business by a NBFC registered with RBI are exempt from the applicability of the provisions of Section 186 of the Companies Act, 2013.

21. INDEPENDENT DIRECTORS'' DECLARATION:

The Independent Directors hold office for a fixed term of five years and are not liable to retire by Rotation. In accordance with Section 149(7) of the Companies Act, 2013 (''Act'') and Regulation 25(8) of the Listing Regulations, Mr. Ketan Desai, Mrs. Rupal Vora and Mr. Vallabh Prasad Biyani have given a written declaration to the Company confirming that they meet the criteria of Independence as mentioned under Section 149(6) of the Companies Act, 2013 and Listing Regulations and the same have been considered and taken on record by the Board.

Further, there has been no change in the circumstances which may affect their status as independent director during the year.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar (''IICA''). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

All the Independent Directors of the Company are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA.

22. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has familiarized its independent Directors to provide insights into the Company and to enable them to understand the Company''s business in depth, to familiarize them with the processes and functionaries of the Company to assist them in understanding their roles and responsibilities. Further, the Independent Directors are provided with opportunity to interact with the Management of the Company and help them to understand the Company''s strategy, their roles, rights, responsibilities in the Company, nature of the industry in which the company operates, business model of the company and such other areas as may arise from time to time through various programmes.

The said program was conducted for the familiarization of Independent directors. The details of the same can found on the website of the company -

https://www.saraswaticommercial.com/policies/final%20Details of Familiarisation Programme Saraswati%20 15.01.2024.pdf

23. DISCLOSURES:• RELATED PARTY TRANSACTIONS:

All the related party transactions were placed before the Audit Committee for its review on a quarterly basis. An omnibus approval of the Audit Committee had been obtained for the related party transactions which were repetitive in nature. Further, as per applicable provisions of the Listing Regulations, necessary approvals of the members of the Company were also sought for the material related party transactions proposed to be entered with the related parties.

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. The details regarding materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large are disclosed in Form AOC-2 (Annexure-3) which forms a part of this Annual report.

The Board has formulated Policy on Related Party Transactions, pursuant to the applicable provisions of the Companies Act, 2013 and Listing Regulations and the same is displayed on the Company''s website at https://www.saraswaticommercial.com/policies/Saraswati-Related%20Partv%20Transaction%20Policv.pdf.

Further, the details on the transactions with related parties are provided in the accompanying financial statements.

• CEO AND CFO CERTIFICATION:

The Chief Executive Officer and the Chief Financial Officer of the Company have given a Certificate to the Board as contemplated in Regulation 17 of the Listing Regulations. The Certificate forms a part of this Annual Report.

• CODE OF CONDUCT:

The Board of Directors have laid-down a "Code of Conduct" (Code) for all the Board Members and the senior management personnel of the Company and the same Code is displayed on the Website of the Company - www.saraswaticommercial.com. Annual declaration is obtained from every person covered by the Code.

• MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis report as stipulated in Regulation 34 and Schedule V of Listing Regulations is presented in a separate section forming part of this Annual Report.

24. POLICIES AND PROGRAMMES:

The Listing Regulations mandated the formulation of certain policies for all listed companies. All such policies which are applicable to the company are available on our website (https://saraswaticommercial.com/policies-and-code.asp). The policies are reviewed by the Board and updated based on need and new compliance requirements.

The policies and programmes adopted by the Company along with their web links are as follows:

Sr. No.	Name of the policy	Web link
1	Document Retention and Archival Policy	https://saraswaticommercial.com/policies/Policv%20-%20 Document%20Retention%20and%20Archival%20Policv.pdf
2	Policy for determination of Materiality	https://www.saraswaticommercial.com/policies/Materialitv%20
		Policv%202023.pdf
3	Policy on prevention of sexual harassment	https://www.saraswaticommercial.com/policies/Prevention%20
		of%20Sexual%20Harassment%20Policv-2014%20(2).pdf
4	Nomination & Remuneration Policy	https://saraswaticommerdal.com/policies/Policv%20-%20
		Nomination%20&%20Remuneration.pdf
5	CSR Policy	https://www.saraswaticommercial.com/policies/CSR%20
		Policv%20-%20SCIL.pdf
6	Vigil Mechanism Policy	https://saraswaticommercial.com/policies/Policv%20-%20
		Whistle%20blower%20&%20Viail%20Mechanism.pdf
7	Related Party Transaction Policy	https://saraswaticommercial.com/policies/Saraswati-
		Related%20Partv%20Transaction%20Policv.pdf
8	Board Evaluation Policy	https://saraswaticommercial.com/policies/Policv%20-%20
		Board%20Evaluation.pdf
9	Board Diversity	https://saraswaticommercial.com/policies/Policv%20-%20
		Diversitv%20of%20the%20Board.pdf
10	Succession Policy	https://saraswaticommercial.com/policies/Policv%20-%20
		Succession%20Policv.pdf
11	Familiarisation Programme for Independent Directors	https://www.saraswaticommercial.com/policies/final%20
		Details of Familiarisation Proaramme Saraswati%20
		15.01.2024.pdf
12	Code for Prevention of Insider Trading	https://saraswaticommercial.com/policies/Saraswati%20-%20
		Insider%20Tradina%20Code%20-%2004.04.2019.pdf

25. NUMBER OF MEETINGS OF THE BOARD, ANNUAL GENERAL MEETING AND EXTRA ORDINARY GENERAL MEETINGS & POSTAL BALLOTS:

During the year, Four (4) meetings of the Board of Directors were held. The maximum time gap between any two Meetings was not more than one hundred and twenty days. These Meetings were well attended.

The 40^th Annual General Meeting of the Company was held on 27^th September, 2023. However, During the year under review, no Extraordinary General Meeting were held.

Detailed information on the Meetings of the Board, its Committees, the AGM/ EGM & Postal Ballots is included in the Report on Corporate Governance, which forms part of this Annual Report.

26. RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS:

• Risk is an integral part of the business and almost every business decision requires the management to balance risk and reward. The Company has in place Risk Management committee and Risk Management Policy framed in accordance with the Risk Management framework as issued by Reserve Bank of India ("RBI") vide Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 ("Scale Based Regulations") and amendments thereon.

• The Company has in place adequate Internal Financial Controls with reference to financial statements. The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and are also apprised of the internal audit findings and corrective actions.

• The internal financial control system of the Company is supplemented with internal audits, regular reviews by the management and checks by external auditors. It provides reasonable assurance in respect of financial and operational information, compliance with applicable statutes safeguarding of assets of the Company, prevention and detection of frauds, accuracy and completeness of accounting records and also ensuring compliance with the Company''s policies.

• The Statutory Auditors and the Internal Auditors of the Company also provide their confirmation that the internal financial controls framework is operating effectively. During the year, no material or serious observations have been highlighted for inefficiency or inadequacy of such controls.

Report of the Statutory Auditors on the Internal Financial Controls with reference to the financial statements as required under clause (i) of Sub-section 3 of Section 143 of the Companies Act,2013 ("the Act") forms part of this Annual Report as Annexure-A to the Auditors Report.

27. INSURANCE:

The company has adequately insured all its Assets and properties.

28. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) committee is established by the Board in accordance with section 135 of the Companies Act, 2013.

As per the provisions of Section 135 of the Companies Act, 2013, during the year 2023-2024 the Company has spent Rs. 1,30,00,000/- as against Rs. 62,39,788/- on Corporate Social Responsibility activities to Shantilal Shanghvi Foundation for construction of Cancer Sanatorium Centre at Wadala, Mumbai and that no amount remained unspent for the financial year 2023-24.

The Annual report on the CSR Activities of the Company during the year is enclosed as "Annexure 2" and forms part of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Company has in place Corporate Social Responsibility policy which is displayed on the website of the Company at (https://saraswaticommercial.com/).

29. BOARD EVALUATION:

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors'' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Director was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The Nomination and Remuneration Committee and the Board of Directors have laid down criteria for performance evaluation of Directors, Chairperson, Board Level Committees and Board as a whole and also the evaluation process for the same. The performances of the members of the Board, the Board level Committees and the Board as a whole were evaluated at the meeting of the Independent Directors held on 15^th January, 2024. The Board of Directors expressed their satisfaction with the evaluation process.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:

During the financial year 2023-2024, there were no significant and material orders passed by any Regulator/ Court that would impact the ''going concern'' status of the Company and its future operations.

31. VIGIL MECHANISM POLICY:

The Company promotes ethical behaviour in all its business activities and has established a vigil mechanism for its Directors, Employees and Stakeholders associated with the Company to report their genuine concerns. The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed thereunder and the Listing Regulations is implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

As per the Whistle Blower Policy implemented by the Company, the Employees, Directors, vendors or any Stakeholders associated with the Company are free to report illegal or unethical behaviour, actual or suspected fraud or violation of the Company''s Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairperson of the Audit Committee of the Company.

The Company has a Vigil Mechanism/ Whistle Blower policy to report genuine concerns or grievances pursuant to Section 177 of Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Vigil Mechanism/Whistle Blower policy has been posted on the website of the Company https://www.saraswaticommercial.com/policies/Policy%20-%20 Whistle%20blower%20&%20Vigil%20Mechanism.pdf

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report. There has been no change in the nature of the business of the Company.

33. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under the review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Changes in Share Capital.

3. Issue of equity shares with differential rights as to dividend, voting or otherwise.

4. Issue of share (including sweat equity shares) to employees of the Company under any scheme.

5. None of the Directors of the company receives any remuneration or commission from the Company as well as from any of its subsidiaries except sitting fees paid to Independent Directors.

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

7. Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud to the Audit Committee during the year under review.

8. During the year under review, there was no instance of one-time settlement with Banks or Financial Institutions. Therefore reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported.

34. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Investors, Banks and Statutory Authorities. Your Directors express their deep appreciation to the Company''s employees at all levels for their unstinted efforts and valuable contributions during the year.

---

Mar 31, 2023

The Directors of the Company are pleased to present their 40^th Annual Report together with the annual audited consolidated and standalone financial for the financial year ended 31^st March, 2023.

1. FINANCIAL PERFORMANCE:

The summary of the Company''s financial performance for the year under review along with previous year figures are given hereunder:

(Rs. in Lakhs except EPS]
Particulars	Standalone		Consolidated
			{Consolidation with Subsidiaries & Associate}
	Year ended	Year ended	Year ended	Year ended
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Total Income (I)	2,398.21	8,680.78	2,402.70	8,691.59
Total Expenses (II)	492.15	318.76	493.20	319.58
Profit before tax (I-II=IM)	1,906.06	8,362.02	1,909.51	8,372.01
Less: Tax Expenses (IV)	739.66	1,874.12	739.18	1,876.77
Profit after Tax (III-IV=V)	1,166.40	6,487.90	1,170.33	6,495.23
Share in profit/(loss) of associates (VI)	-	-	-	-
Profit after Tax & share in profit/(loss) of associates (V VI=VII)	1,166.40	6,487.90	1,170.33	6,495.23
Other Comprehensive Income before share in profit/(loss) of associates and tax (VIII)	(19.57)	7,836.59	4.41	8,064.11
Less: Tax Expenses on Other Comprehensive Income (IX)	18.25	761.79	20.90	790.19
Share in other comprehensive income of associates (X)	-	-	-	-
Other Comprehensive Income for the year (VIII-IX X= XI)	(37.82)	7,074.80	(16.49)	7,273.92
Total Comprehensive Income (VII XI= XII)	1,128.58	13,562.70	1,153.84	13,769.16
Net Profit attributable to:
Owners of the company	-	-	1,168.81	6,492.35
Non-controlling interest	-	-	1.52	2.88
Other comprehensive Income attributable to:
Owners of the company	-	-	(24.78)	7,196.58
Non-controlling interests	-	-	8.29	77.34
Total comprehensive Income attributable to:
Owners of the company	-	-	1,144.03	13,688.93
Non-controlling interests	-	-	9.81	80.22
Earnings per share (EPS)
Basic	113.25	631.25	113.48	631.69
Diluted	113.25	631.25	113.48	631.69
Note: figures are represented in Ind-AS

2. OPERATIONS AND OVERVIEW OF FINANCIAL PERFORMANCE:

The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 (''the Act'') read together with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, other relevant provisions of the Act on an accrual basis. During the financial year 2022-2023, the stock market was in the negative zone. The Nifty 50 index declined by 1.76% and S&P BSE Sensex declined by 0.48%. Even though the market conditions were adverse, the Company has managed to sustain profitability.

• Revenues - Standalone:

The standalone revenue from operations and other income of the Company stood at Rs. 2,398.21 Lakhs for the financial year ended 31^st March, 2023 as against Rs. 8,680.78 Lakhs in the previous financial year. After providing for Depreciation the Company has earned a profit before tax of Rs. 1,906.06 Lakhs as against Rs. 8,362.02 lakhs. After making provision for tax for the year; the profit for the year amounted to Rs. 1,166.40 Lakhs as against Rs. 6,487.90 lakhs.

The Company''s other comprehensive income (net of tax) for the financial year ended 31^st March, 2023 was Rs. (37.82) lakhs compared to Rs. 7,074.80 Lakhs in previous year. The company''s total comprehensive income for the financial year ended 31^st March, 2023 was profit of Rs. 1,128.58 Lakhs as against Rs. 13,562.70 Lakhs in the previous financial year.

• Revenues - Consolidated:

The Company has consolidated its subsidiaries in the financial statement as per Ind AS 110 "Consolidated Financial Statement" & of its associate Companies in accordance with Ind AS 28 "Accounting for - Investments in Associates and Joint Ventures" by using "Equity Method" of consolidation.

The consolidated revenue from operations and other income of the Company stood at Rs. 2,402.70 Lakhs for the financial year ended 31^st March, 2023 as against Rs. 8,691.59 Lakhs in the previous financial year. After providing for Depreciation the Company has earned a profit before tax of Rs. 1,909.51 Lakhs as against Rs. 8,372.01 Lakhs. After making provision for tax for the year; the profit for the year amounted to Rs. 1,170.33 Lakhs as against profit of Rs. 6,495.23 Lakhs in previous financial year.

Company''s other comprehensive income (net of tax) for the financial year ended 31^st March, 2023 was profit of Rs. (16.49) Lakhs compared to profit of Rs. 7,273.92 Lakhs in previous year. The company''s total comprehensive income for the financial year ended 31^st March, 2023 was profit of Rs. 1,153.84 Lakhs as against Rs. 13,769.16 Lakhs in the previous financial year.

3. DIVIDEND:

Your Directors do not recommend any dividend for the year ended on 31^st March 2023 with a view to conserve the resources for future.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

5. TRANSFER TO RESERVE:

Under section 45-IC(1) of the Reserve Bank of India Act, 1934, Non-Banking Financial Companies (NBFCs) are required to transfer a sum of not less than 20% of its net profit every year to the reserve fund. Your Company has transferred a sum of Rs. 233.28 Lakhs to Reserves u/s. 45 IC(1) of the Reserve Bank of India Act.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There were no changes in nature of the business of the Company done during the year.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

• Subsidiaries:

The following Companies are the Subsidiaries:

Sr. No.	Name of the subsidiaries	% of holding
1	Sareshwar Trading and Finance Private Limited	60.77
2	Arkaya Commercial Private Limited	61.83

• Associates:

The Company has the following Associate:

Sr. No.	Name of the associate	% of holding
1	Arcies Laboratories Limited	31.03

Financial Highlights of Subsidiaries & Associates: (Rs. in Lakhs - Except EPS)
Particulars	Subsidiaries		Associate
	Sareshwar Trading and Finance Private Limited	Arkaya Commercial Private Limited	Arcies Laboratories Limited
	Year ended 31st March, 2023 {Standalone figures}
Total Income (I)	1.49	3.00	7.01
Total Expenses (II)	0.42	0.62	4.42
Profit before share in profit/(loss) before tax (I-II= III)	1.07	2.38	2.59
Less: Tax expenses (IV)	(0.48)	-	1.37
Profit/ (loss) for the year (III-IV= V)	1.55	2.38	1.22
Other Comprehensive Income before tax (VI)	15.40	8.58	-
Less: Tax Expenses on other Comprehensive Income (VII)	(1.76)	(0.89)	-
Other Comprehensive Income (VI-VII= VIII) (Net of Tax)	13.64	7.69	-
Total Comprehensive Income (V VIII= IX)	15.19	10.07	1.22
Earnings per Share (EPS)
Basic	1.01	8.25	15.19
Diluted	1.01	8.25	15.19

• Joint Ventures:

The company has no Joint Ventures.

• Salient Features of Subsidiaries and Associates:

Pursuant to Section 129 (3) of the Companies Act, 2013 read with the Rules (5) of the Companies (Accounts) Rules, 2014 the salient feature of Financial Statement of Associates in Form AOC 1 which forms part of the annual report.

8. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of the Board is in accordance with provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, with an appropriate combination of Non-executive and Independent Directors.

The Company has the following 6 (six) directors on its Board, 3 (three) of whom are Independent Directors.

Name of the Director	Date of appointment	Date of Resignation	Position held
Mr. Ritesh Zaveri	13.11.2017	-	Chairman, Non- Executive Director
Mr. Hetal Khalpada	14.05.2021	-	Non- Executive Director
Mr. Sandeep Kumar Kejariwal	25.07.2019	-	Non- Executive Director
Mr. Ketan Desai	13.02.2015	-	Non- Executive Independent Director
Mrs. Rupal Vora	28.04.2021	-	Non- Executive Independent Director
Mr. Vallabh Prasad Biyani	11.02.2022	-	Non- Executive Independent Director

• Women Director:

In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17 (1) of Listing Regulations a Company shall have at least one woman director on the board of the Company. Your Company has one women director on the Board.

Sr. No.	Name of the Director	Date of appointment
1	Mrs. Rupal Vora	Mrs. Rupal Vora was appointed as a Non-Executive Independent Director w.e.f. 23rd September, 2021

• Retirement by rotation:

In terms of the provisions of the Companies Act, 2013 Mr. Ritesh Zaveri, Director, retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM. A brief profile of Director proposed to be re-appointed is given in the notes to the Notice of the ensuing AGM.

• Appointment and re-appointment:

During the year under review, Mr. Vallabh Prasad Biyani (DIN: 00043358) who was appointed as an Additional (Non-Executive) Independent Director w.e.f. 11^th February, 2022 was regularized as a Non-Executive Independent Director w.e.f. 8^th May, 2022 through Postal Ballot. Further, in terms of the SEBI Listing Regulations and the amendment thereof, any Non-Executive Director who has attained the age of seventy five years has to take the prior approval of shareholders by way of passing a Special Resolution for continuation his directorship in the Company. Mr. Vallabh Prasad Biyani had attained the age of 75 years on 31^st March, 2023, hence approval by way of Special Resolution was taken through Postal Ballot on 17^th March, 2023.

Mr. Vallabh Prasad Biyani is a person of integrity and considering his qualifications, extensive knowledge and rich experience in the field of Finance & Accounts, his appointment is in the interest of the Company. His association with the Company is of immense benefit and value to the Company. He is independent of the management of the Company and fulfils the conditions specified in the Act, and the rules made thereunder for appointment as an Independent Director.

The Company has devised a policy on directors'' appointment and remuneration including criteria for deeming qualifications, independence of director and other matter provided under sub-section (3) of section 178. Such Nomination & Remuneration policy devised by the company can be accessed on the website of the company-www.saraswaticommercial.com.

• Evaluation of Board, its committees & Directors:

Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board carried out evaluation of its own as well as performance of that of its committees. The Board also carried out performance evaluation of all the individual directors. Additionally, the Nomination and Remuneration committee of the Board also carried out the evaluation of the performance of the individual directors. The performance evaluation was carried out by the way of obtaining feedback from the directors through a structured questionnaire prepared in accordance with the Board evaluation policy.

The structured questionnaire prepared to evaluate the performance of individual directors, the Board and committees contained various different parameters.

The performance evaluation of the Non-Independent directors was carried out by the Independent Directors at their separate meeting held on 31^st January, 2023.

• Declaration from Independent Directors:

All the Independent Directors have confirmed to the Board they meet the criteria of Independence as specified under section 149(6) of the Companies Act, 2013, and that they qualify to be the Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, they have also confirmed that they meet the requirements of Independent directors as mentioned under Regulation 16(1)(b) of the Listing Regulations.

• Key Managerial Personnel & Senior Management Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the company are as follows:

Sr. No.	Name	Designation
1	Mr. Rajiv Pathak	Chief Executive Officer
2	Mrs. Vaishali Dhuri	Chief Financial Officer
3	Ms. Avani Sanghavi	Company Secretary & Compliance Officer
4	Ms. Meenakshi Bishnoi	Chief Compliance Officer* (Appointed w.e.f. 10.08.2023)

*In compliance with the requirement of Reserve Bank of India - Scale Based Regulatory Framework, the Company has appointed Ms. Meenakshi Bishnoi as Chief Compliance Officer of the Company with effect from 10^th August, 2023.

There has been no change in the KMP during the year under review.

Pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023, the Senior Management personnel (SMP) of the Company is as follows:

Sr. No.	Name	Designation
1	Mr. Sanket Baheti	Chief Information Officer
There has been no change in the SMP during the year under review.

9. RBI GUIDELINES:

RBI vide notification RBI/2022-23/129 DOR.CRE.REC.No.78/03.10.001/2022-23 dated October 11, 2022 clarified that applicable NBFCs that are part of a common Group or are floated by a common set of promoters should not be viewed on a standalone basis and thus to determine the layer in which the Company would be classified total assets of all the NBFC''s in a group would be considered. Thus in view of both the notifications of RBI dated October 22, 2021 & October 11, 2022, your Company would be classified under Middle Layer as the total asset size of all the Companies in the Group exceeds Rs. 1000 crore. The NBFC Companies in the group that were taken into consideration for classification include Winro Commercial (India) Limited, Singularity Holdings Limited & GeeCee Fincap Limited.

The Company continues to comply with the Master Direction for Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 and all the applicable laws, regulations, guidelines, etc. prescribed by RBI from time to time. In compliance with the requirement of Scale Based Regulatory Framework read with Notification dated April 11, 2022 for Compliance Function and Role of Chief Compliance Officer (CCO) - NBFCs, the Company has appointed Ms. Meenakshi Bishnoi as Chief Compliance Officer of the Company for a period of 3(three) years with effect from August 10, 2023. The Board periodically reviews the policies and approves amendments in lines with RBI guidelines as and when necessary.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134 (3) (c) of the Companies Act, 2013, your Directors confirm the following that:

a) in the preparation of the annual accounts for the year ended on 31^st March, 2023, the applicable accounting standards have been followed;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the profit of the Company as on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors have prepared the annual accounts for the year ended 31^st March, 2023 on a going concern basis.

e) the Directors have laid down Internal Financial Controls to be followed by the company and that such Internal Financial Controls are adequate and are operating effectively.

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. CORPORATE GOVERNANCE:

The Company is committed to adhere to the Corporate Governance Requirements set out by the Securities and Exchange Board of India (SEBI).

The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this report.

The requisite certificate from M/s. Nishant Jawasa & Associates, Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 27 of the Listing Regulations is included as a part of this report.

12. COMMITTEES OF THE BOARD:

The Company has various Committees which have been constituted as a part of good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

Details of the following Committees constituted by the Board along with their composition, terms of reference and meetings held during the year are provided in the Report on Corporate Governance which forms a part of this Annual Report:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders Relationship Committee

iv) Corporate Social Responsibility Committee

v) Risk Management Committee

vi) Asset Liability Management Committee

vii) IT Strategy Committee

The details with respect to the composition, powers, roles, terms of reference, meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Annual Report.

13. NOMINATION AND REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to Remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.

The policy is displayed on the website of the Company at -

https://www.saraswaticommercial.com/policies/Policy%20-%20Nomination%20&%20Remuneration.pdf

14. AUDITOR AND AUDITORS REPORT:STATUTORY AUDIT:

In accordance with section 139 of Companies Act, 2013, M/s. Ajmera Ajmera & Associates, Chartered Accountants, (FRN: 123989W), were appointed as Statutory Auditors of the Company at the 39^th Annual General meeting (AGM) to hold office for a period of five years from the conclusion of the 39^th AGM until the conclusion of 44^th AGM. Members may note that the first provision to section 139 of the Companies Act, 2013 which requires ratification of the appointment of Statutory Auditors by the Members at every AGM has been omitted by the Companies (Amendment) Act, 2017 with effect from 7^th May, 2018. Accordingly, matter for ratification of appointment of statutory auditors at the ensuing AGM has been withdrawn from the Statute. Hence, the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.

There are no qualifications, reservations or adverse remarks made by M/s Ajmera Ajmera & Associates, Statutory Auditors in their report for the financial year ended 31^st March, 2023. The Auditors Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the Listing Regulations, the Board of Directors of the Company had appointed M/s Nishant Jawasa & Associates, a firm of the Company Secretaries in Practice (C.P. No 6993) to conduct Secretarial Audit of the Company for the financial year ended 31^st March, 2023. The Secretarial Audit Report for the financial year ended 31^st March, 2023 is appended to this Report in Form MR-3.

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remark. The Secretarial Audit Report (MR-3) forms part of this Annual Report as "(Annexure-1)" to the Directors Report.

Pursuant to Regulation 24A(2) of the SEBI Listing Regulations, a report on secretarial compliance has been issued by M/s Nishant Jawasa & Associates for the financial year ended 31^st March 2023 and the same has been submitted to stock exchanges. There are no observations, reservations or qualifications in the said report.

The Company does not have any material subsidiaries, therefore, the provisions of Regulation 24A of the SEBI Listing Regulations pertaining to secretarial audit is not applicable with respect to the subsidiaries of the Company.

INTERNAL AUDIT:

During the year under review, M/s. Rajiv A. Gupta & Associates, Chartered Accountants, were re-appointed as the Internal Auditors of the Company in accordance with the applicable provisions of the Act.

COST AUDIT AND MAINTANANCE OF COST RECORDS:

The Cost Audit as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not required and accordingly no such cost accounts and records are made and maintained by the Company.

SECRETARIAL STANDARDS:

The company has complied with the applicable secretarial standards issued by the Institute of Companies Secretaries of India on meeting of the Board of Directors and General Meeting.

15. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The policy is displayed on the website of the company at -

http://www.saraswaticommercial.com/policies/Policv%20Qn%20Prevention%20of%20Sexual%20Harassment.pdf.

The provisions and guidelines of the Internal Complaints committee are not applicable to the Company. However, during the financial year 2022-23, the Company has not received any complaints on sexual harassment and no complaints remain pending as of 31^st March, 2023.

16. PUBLIC DEPOSITS:

The Company has not accepted any deposit from the public under Chapter V of the Companies Act, 2013 or under the corresponding provisions of Section 58A of the Companies Act, 1956 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of balance sheet.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:A] Conservation of Energy and Technology Absorption:

i) The step taken or impacts on conservation of energy - The operation of your Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

ii) The steps taken by the Company for utilizing alternative sources of energy - though the operations of the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when necessity arises.

iii) The capital investment on energy conservation equipments - NIL

B]	Foreign Exchange Earnings & Outgo:		(Rs. In Lakhs)
	PARTICULARS	2022-2023	2021-2022
	Foreign Exchange Earning	Nil	Nil
	Foreign Exchange Outgo	Nil	Nil

C] Technology Absorption:

a. The Company primarily being an investment company and not involved in any industrial or manufacturing activities, has no particulars to report regarding technology absorption as required under section 134 of the Act and Rules made thereunder.

b. The benefits derived like product improvement, cost reduction, product development: Not Applicable

c. The Expenditure incurred in Research & Development: Nil

18. PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 and the Rules made there-under, in respect of the employees of the company

a) The ratio of the remuneration of each director to the median remuneration of the employee of the company for the financial year:

No remuneration is been paid to the Directors of the company. However the Independent Directors are paid sitting fees for attending the meeting of the Board & committees and the details of the same are furnished in Form MGT- 7, which is available on the Company''s website.

b) The percentage of increase/ (decrease) in remuneration of each Director, Chief Executive Officer (CEO), Chief Financial Officer(CFO) and Company Secretary (CS) if any, in the financial year-

Kindly note that no remuneration is been paid to the Directors of the Company.

Name of the Person	% of increase/(decrease)
Rajiv Pathak (CEO)	9.91%
Vaishali Dhuri (CFO)	8.05%
Avani Sanghavi (CS)	13.07%

c) The percentage increase/ (decrease) in the median remuneration of employees in the financial year - 3.36%

d) The number of permanent employees on the rolls of company as on 31^st March, 2023 - 9 (Nine)

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase in salaries of employees other than managerial personnel in 2022-23 was 7.19%. Percentage increase in the managerial remuneration for the year was 10.34%.

f) The key parameters for any variable component of remuneration availed by the directors:

No variable component of remuneration has been availed by the directors.

g) Affirmation that the remuneration is as per the remuneration policy of the Company.

The Company''s remuneration policy is driven by the success and performance of the individual employees and the Company. Through the compensation package, the Company endeavours to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

h) Details Pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and forming part of the directors report for the year ended 31^st March, 2023.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid annexure. The said statement is available for inspection with the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary at [e-mail].

19. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31^st March, 2023 in Form No. MGT-7, is available on the Company''s website and can be accessed -

https://saraswaticommercial.com/corporate/Form MGT 7%20for%20the%20y.e.%2031.03.2023.pdf

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

The loan made, guarantee given or security provided in the ordinary course of business by a NBFC registered with RBI are exempt from the applicability of the provisions of Section 186 of the Act. However, the details of Loans, Guarantees and Investments made are given in the Notes to the Financial Statements.

21. INDEPENDENT DIRECTORS'' DECLARATION:

The Independent Directors hold office for a fixed term of five years and are not liable to retire by Rotation. In accordance with Section 149(7) of the Companies Act, 2013 (''Act'') and Regulation 25(8) of the Listing Regulations, Mr. Ketan Desai, Mrs. Rupal Vora and Mr. Vallabh Prasad Biyani have given a written declaration to the Company confirming that they meet the criteria of Independence as mentioned under Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations and the same have been considered and taken on record by the Board. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar (''IICA''). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

All the Independent Directors of the Company are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA.

22. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has familiarized its independent Directors to provide insights into the Company and to enable them to understand the Company''s business in depth, to familiarize them with the processes and functionaries of the Company to assist them in understanding their roles and responsibilities. Further, the Independent Directors are provided with opportunity to interact with the Management of the Company and help them to understand the Company''s strategy, their roles, rights, responsibilities in the Company, nature of the industry in which the company operates, business model of the company and such other areas as may arise from time to time through various programmes.

The said program was conducted for the familiarization of Independent directors. The details of the same can found on the website of the company -

https://saraswaticommercial.com/policies/final%20Details of Familiarisation Programme Saraswati%2031.01.2023.pdf

23. DISCLOSURES:• RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. The details regarding materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large are disclosed in Form AOC-2 (Annexure-3) which forms a part of this Annual report.

The Board has formulated Policy on Related Party Transactions, pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations and the same is displayed on the Company''s website at https://www.saraswaticommercial.com/policies/Saraswati-Related%20Partv%20Transaction%20Policv.pdf.

Further, the details on the transactions with related parties are provided in the accompanying financial statements.

• CEO AND CFO CERTIFICATION:

The Chief Executive Officer and the Chief Financial Officer of the Company have given a Certificate to the Board as contemplated in Regulation 17 of the SEBI Listing Regulations. The Certificate forms a part of this Annual Report.

• CODE OF CONDUCT:

The Board of Directors have laid-down a "Code of Conduct" (Code) for all the Board Members and the senior management personnel of the Company and the same Code is displayed on the Website of the Company - www.saraswaticommercial.com. Annual declaration is obtained from every person covered by the Code.

• MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis report as stipulated in Regulation 34 and Schedule V of Listing Regulations is presented in a separate section forming part of this Annual Report.

24. POLICIES AND PROGRAMMES:

The Listing Regulations mandated the formulation of certain policies for all listed companies. All such policies which are applicable to the company are available on our website (https://saraswaticommercial.com/policies-and-code.asp). The policies are reviewed by the Board and updated based on need and new compliance requirements.

The policies and programmes adopted by the company along with their web links are as follows:

Sr. No.	Name of the policy	Web link
1	Document Retention and Archival Policy	https://saraswaticommercial.com/policies/Policv%20-%20 Document%20Retention%20and%20Archival%20Policv.pdf
2	Policy for determination of Materiality	https://saraswaticommercial.com/policies/Policv%20-%20
		Materialitv.pdf
3	Policy on prevention of sexual harassment	https://saraswaticommercial.com/policies/Policv%20On%20
		Prevention%20of%20Sexual%20Harassment.pdf
4	Nomination & Remuneration Policy	https://saraswaticommercial.com/policies/Policv%20-%20
		Nomination%20&%20Remuneration.pdf
5	CSR Policy	https://saraswaticommerdal.com/policies/CSR%20Policv-
		Saraswati%202021.pdf
6	Vigil Mechanism Policy	https://saraswaticommercial.com/policies/Policv%20-%20
		Whistle%20blower%20&%20Viail%20Mechanism.pd1
7	Related Party Transaction Policy	https://saraswaticommercial.com/policies/Saraswati-
		Related%20Partv%20Transaction%20Policv.pdf
8	Board Evaluation Policy	https://saraswaticommercial.com/policies/Policv%20-%20
		Board%20Evaluation.pdf
9	Board Diversity	https://saraswaticommercial.com/policies/Policv%20-%20
		Diversitv%20of%20the%20Board.pdf
10	Succession Policy	https://saraswaticommercial.com/policies/Policv%20-%20
		Succession%20Policv.pdf
11	Familiarisation Programme for Independent Directors	https://saraswaticommercial.com/policies/final%20Details of
		Familiarisation Proaramme Saraswati%2031.01.2023.pdf
12	Code for Prevention of Insider Trading	https://saraswaticommercial.com/policies/Saraswati%20-%20
		Insider%20Tradina%20Code%20-%2004.04.2019.pdf

25. NUMBER OF MEETINGS OF THE BOARD, ANNUAL GENERAL MEETING AND EXTRA ORDINARY GENERAL MEETINGS & POSTAL BALLOTS:

During the year, Four (4) meetings of the Board of Directors were held. The maximum time gap between any two Meetings was not more than one hundred and twenty days. These Meetings were well attended.

The 39^th Annual General Meeting of the Company was held on 22^nd September, 2022. However, During the year under review, no Extraordinary General Meeting were held.

During the financial year 2022-23, ordinary as well as special resolutions were passed with the requisite majority through postal ballot on 8^th May, 2022 and 17^th March, 2023 by the members of the Company in accordance with the applicable provisions of the Act and the SEBI Listing Regulations.

Detailed information on the Meetings of the Board, its Committees, the AGM/ EGM & Postal Ballots is included in the Report on Corporate Governance, which forms part of this Annual Report.

26. RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS:

• Risk is an integral part of the business and almost every business decision requires the management to balance risk and reward. The Company has in place Risk Management committee and Risk Management Policy framed in accordance with the Risk Management framework as issued by Reserve Bank of India ("RBI") vide Master Direction DNBR. PD. 008/03.10.119/2016-17 dated September 01, 2016 ("RBI Circular") and Master Direction issued by the Reserve Bank of India for Non-Banking Financial Company (Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016) and amendments thereon.

• The Company has in place adequate Internal Financial Controls with reference to financial statements. During the year, no material or serious observations have been highlighted for inefficiency or inadequacy of such controls.

Report of the Statutory Auditors on the Internal Financial Controls with reference to the financial statements as required under clause (i) of Sub-section 3 of Section 143 of the Companies Act,2013 ("the Act") forms part of this Annual Report as Annexure-A to the Auditors Report.

27. INSURANCE:

The company has adequately insured all its Assets and properties.

28. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) committee is established by the Board in accordance with section 135 of the Companies Act, 2013.

As per the provisions of Section 135 of the Companies Act, 2013, during the year 2022-2023 the Company has spent Rs. 70,00,000/- as against Rs. 33,49,891/- on Corporate Social Responsibility activities and that no amount remained unspent for the financial year 2022-23.

The Annual report on the CSR Activities of the Company during the year is enclosed as "Annexure 2" and forms part of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Company has in place Corporate Social Responsibility policy which is displayed on the website of the Company at (https://saraswaticommercial.com/).

29. BOARD EVALUATION:

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors'' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Director was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The Nomination and Remuneration Committee and the Board of Directors have laid down criteria for performance evaluation of Directors, Chairperson, Board Level Committees and Board as a whole and also the evaluation process for the same. The performances of the members of the Board, the Board level Committees and the Board as a whole were evaluated at the meeting of the Independent Directors held on 31^st January, 2023. The Board of Directors expressed their satisfaction with the evaluation process.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:

During the financial year 2022-2023, there were no significant and material orders passed by any Regulator/ Court that would impact the ''going concern'' status of the Company and its future operations.

31. VIGIL MECHANISM POLICY:

The Company promotes ethical behaviour in all its business activities and has established a vigil mechanism for its Directors, Employees and Stakeholders associated with the Company to report their genuine concerns. The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed thereunder and the SEBI Listing

Regulations is implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

As per the Whistle Blower Policy implemented by the Company, the Employees, Directors, customers, dealers, vendors, suppliers, or any Stakeholders associated with the Company are free to report illegal or unethical behaviour, actual or suspected fraud or violation of the Company''s Codes of Conduct or Corporate Governance Policies or any improper activity to the Ethics Helpline Provider or the Chairperson of the Audit Committee of the Company or the Code of Conduct Committee.

The Company has a Vigil Mechanism/ Whistle Blower policy to report genuine concerns or grievances pursuant to Section 177 of Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The Vigil Mechanism/Whistle Blower policy has been posted on the website of the Company

https://www.saraswaticommercial.com/policies/Policy%20-%20Whistle%20blower%20&%20Vigil%20Mechanism.pdf

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report. There has been no change in the nature of the business of the Company.

33. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under the review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Changes in Share Capital.

3. Issue of equity shares with differential rights as to dividend, voting or otherwise.

4. Issue of share (including sweat equity shares) to employees of the Company under any scheme.

5. None of the Directors of the company receives any remuneration or commission from the Company as well as from any of its subsidiaries except sitting fees paid to Independent Directors.

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

7. Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud to the Audit Committee during the year under review.

8. During the year under review, there was no instance of one-time settlement with Banks or Financial Institutions. Therefore reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported.

34. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Investors, Banks and Statutory Authorities. Your Directors express their deep appreciation to the Company''s employees at all levels for their unstinted efforts and valuable contributions during the year.

---

Mar 31, 2014

The Members,

The Directors have pleasure in presenting the 31st Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2014.

1. FINANCIAL HIGHLIGHTS:

(Amount in Lacs) Particulars Year ended Year ended 31.03.2014 31.03.2013

Revenue from operations and other income 2212.07 54.26

Profit before Finance Cost, Depreciation, Extraordinary items and Tax 105.88 44.18

Less: Finance cost 101.60 0.01

Less: Depreciation 0.03 0.00

Profit before Tax 4.25 44.17

Add/(Less): Provision for Taxation

a) Current (1.20) (8.00)

b) Current Tax expense relating to prior years 0.07 -

c) Deferred Tax Expenses 0.65 0.46

Net Profit after Taxation 3.77 35.71

Balance brought forward from Previous Year 827.27 798.70

Less: Transferred to Reserves U/s 45IC of RBI Act 0.75 7.14

Balance Carried to balance sheet 830.29 827.27



2. DIVIDEND:

Your Directors do not recommend any dividend for the year ended on 31st March 2014 with a view to conserve the resources for future.

3. OPERATIONS & PERFORMANCE:

During the year ended 31st March, 2014, your Company achieved a total income aggregating to Rs. 2212.07 lakhs. After providing for Depreciation and Finance Charges, the Company has registered a profit before tax of Rs. 4.25 Lakhs. After making provision for tax in respect of current year, the profit after tax is of Rs. 3.77 lakhs has been carried to the Balance sheet. The Company maintains adequate internal control systems covering all its operational areas.

Your Directors are putting in their efforts and are hopeful of improved working during the years to come.

4. OTHER MATTER :

The Board of Directors of the Company at its meeting held on 26.07.2014 has considered and in- principally approved the proposed merger of Aroni Commercials Limited with Saraswati Commercial (India) Limited and the same would be implemented subject to the approval of members of the company, Stock Exchanges where the shares of the company are listed and all such other statutory approval as may be required for this purpose.

5. DIRECTORS:

Mr. Anilkumar Rajan, Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mrs. Babita Thakar was appointed as an Additional Director of the Company w.e.f 26th July, 2014 pursuant to Section 161 of the Companies Act, 2013 read with the Articles of Association of the Company. She will hold the office as such till the ensuing Annual General Meeting.

Under Section 149 of the Companies Act, 2013 and Rules made thereunder, an Independent Director now shall hold office for a term of 5 (five) consecutive years on the Board of the Company and is not subject to retire by rotation. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, and Rules made thereunder, Mrs. Babita Thakar and Mr. Umaidmal Kala being eligible are offering themselves for re-appointment. The Company has received Notice under section 160 of the said act from the member of the company proposing their candidature for office of Director of the Company and are proposed to be re-appointed as Independent Directors of the Company for a term of 5 (five) consecutive years.

A brief profile of Directors proposed to be re-appointed is given in the notes to the Notice of the ensuing Annual General Meeting.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- that in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- that the annual accounts for the year ended 31st March, 2014 have been prepared on a going concern basis.

7. AUDITORS:

M/s Ajmera Ajmera & Associates, Chartered Accountants, the Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received intimation to the effect that the proposed re-appointment, if made, would be within the prescribed limit under section 141 of the Companies Act, 2013 and Rules made thereunder.

The said Auditors have confirmed their willingness to accept office, if re-appointed. The Board on the recommendation of the Audit Committee have proposed the re- appointment of M/s Ajmera Ajmera & Associates as Statutory Auditors of the Company to hold office from the conclusion of this AGM till the conclusion of next AGM at such remuneration to be decided by the Board of Directors in consultation with the said Auditors.

Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration.

8. AUDITORS'' REPORT:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 31st March, 2014 are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956 as it does not contain any qualification in the same.

9. SECRETARIAL COMPLIANCE CERTIFICATE:

The Secretarial Compliance Certificate issued by M/s. Nishant Jawasa & Associates, Company Secretaries, pursuant to the requirement of proviso to sub-section (1) of section 383A of the Companies Act, 1956 is enclosed herewith.

10. PUBLIC DEPOSITS:

During the year the Company has not accepted any deposits from public.

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

A] Conservation of Energy and Technology Absorption:

The Company has not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services.

12. PARTICULARS OF EMPLOYEES:

The Company does not have any employee in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

13. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Investors, Banks and Statutory Authorities. Your Directors express their deep appreciation to the Company''s employees at all levels for their unstinted efforts and valuable contributions during the year.

For and on behalf of the Board of Directors

SD/- HARISINGH SHYAMSUKHA CHAIRMAN Place : Mumbai DIN: 00033325 Dated: 07.08. 2014

---

Mar 31, 2012

The Directors have pleasure in presenting the 29th Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2012.

1. FINANCIAL HIGHLIGHTS :

(Amount in Lacs)

Particulars Year ended Year ended 31.03.2012 31.03.2011

Revenue from operations and other income 94.01 384.30

Profit before Finance Cost, Depreciation, 78.92 376.67 Extraordinary items and Tax

Less: Finance cost 0.22 26.76

Less: Depreciation - -

Profit before Tax 78.70 349.91

Add/(Less): Provision for Taxation

a) Current 15.00 (67.00)

b) Current Tax expense relating to prior years (1.32) _

c) Deferred Tax Expenses (5.78) 6.25

Net Profit after Taxation 59.24 289.16

Balance brought forward from Previous Year 751.31 519.98

Less: Transferred to Reserves U/s 45IC of RBI Act 11.84 57.83

Balance Carried to balance sheet 798.71 751.31

2. DIVIDEND:

Your Directors do not recommend any dividend for the year ended on 31st March 2012 with a view to conserve the resources for future.

3. OPERATIONS & PERFORMANCE:

During the year ended 31st March, 2012, your Company achieved a total income aggregating to Rs. 94.01 Lacs. After providing for Depreciation and Finance Charges, the Company has registered a profit before tax of Rs. 78.70 Lacs. After making provision for tax in respect of current year, the profit after tax is of Rs. 59.24 Lacs has been carried to the Balance sheet. The Company maintains adequate internal control systems covering all its operational areas.

Your Directors are putting in their efforts and are hopeful of improved working during the years to come.

4. DIRECTORS:

Mr. Umaidmal Kala, Director of the Company retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

A brief profile of Director proposed to be re-appointed is given in the notes to the Notice of the ensuing Annual General Meeting.

5. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- that in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- that the annual accounts for the year ended 31st March, 2012 have been prepared on a going concern basis.

6. DELISTING OF COMPANY'S SHARES FROM CALCUTTA STOCK EXCHANGE

Your company has got the approval from The Calcutta Stock Exchange Limited for voluntary delisting of its shares from their exchange and with effect from 15th May, 2012 company's shares has been delisted from the exchange.

7. AUDITORS:

M/s Ajmera Ajmera & Associates, Chartered Accountants, the Statutory Auditors of the Company, retires at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration.

8. AUDITORS' REPORT:

The notes to the accounts and remarks referred in the Auditors' report are self explanatory and therefore do not call for any further comments.

The Auditors in their report remarked that subject to note no. 19.3 regarding valuation of stock in trade of shares at cost instead of at lower of cost or market value and note no.19.5 on nondisclosure of defined benefits as per AS-15, the Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt with by their report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

With regard to valuation of stock in trade of shares Management is of the view that the impact of the decrease in stock valuation is very minute in comparison to the total investment size of the company and it is temporary in nature. Hence following its consistent accounting policy the stock has been valued at cost. With regard to defined benefits as per the AS 15 Management would like to state that currently none of the employee of the company are eligible for the these benefits, hence no provisions has been made in these accounts.

9. SECRETARIAL COMPLIANCE CERTIFICATE:

The Secretarial Compliance Certificate issued by M/s. Nishant Jawasa & Associates, Company Secretaries, pursuant to the requirement of proviso to sub-section (1) of section 383A of the Companies Act, 1956 is enclosed herewith.

10. PUBLIC DEPOSITS:

During the year the Company has not accepted any deposits from public.

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

A] Conservation of Energy and Technology Absorption:

The Company has not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services.

B] Foreign Exchange Earnings & Outgo:

(Rs. In Lacs)

PARTICULARS 2011-2012 2010-2011

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo Nil Nil

12. PARTICULARS OF EMPLOYEES:

The Company does not have any employee in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

13. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their gratitude for the support and co- operation from the Investors, Banks and Statutory Authorities. Your Directors express their deep appreciation to the Company's employees at all levels for their unstinted efforts and valuable contributions during the year.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place : Mumbai Harisingh Shyamsukha Anilkumar Rajan

Dated : 29th May, 2012 Director Director

---

Mar 31, 2011

Dear Members,

The Members,Your Directors have pleasure in presenting the 28th Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2011.

Financial highlights :

(Amount in Lacs)

Particulars Year ended Year ended 31.03.2011 31.03.2010

Sales and other Income 384.30 588.70

Profit before Interest, Depreciation, and Tax 376.67 579.66

Less: Interest 26.76 -

Less: Depreciation - -

Profit before Tax 349.91 579.66

Add/(Less) : Provision for Taxation

a) for earlier year

b) Current Tax (67.00) (96.00)

c) Deferred Tax 6.25 -

Net Profit after Taxation 289.16 483.66

Add: Balance brought forward from Previous Year 519.99 133.06

Less : Transferred to Reserved U/F 45IC of RBI Act. 57.83 96.73

Balance carried to Balance Sheet 751.32 519.99

Dividend:

Your Directors are not recommending any dividend for the year ended on 31st March 2011 to conserve the resources for future.

Operations & Performance:

During the year ended 31st March, 2011, your Company achieved a total income aggregating to Rs. 384.30 Lacs . After providing for Depreciation and Finance Charges, the Company has registered a profit before tax of Rs. 349.91 Lacs. After making provision for tax in respect of current year, the profit after tax of Rs. 289.16 Lacs has been carried to the Balance sheet.

The Company maintains adequate internal control systems covering all its operation areas. The Directors are putting in their efforts and are hopeful of improved working during the years to come.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

Directors:

Shri Anilkumar Rajan, Director, retire by rotation and being eligible, offers himself for re- appointment at the ensuing Annual General Meeting.

A brief profile of Director proposed to be appointed/ re-appointed is given in the notes to the Notice of the ensuing Annual General Meeting.

Public deposits:

The company has not accepted any deposits from public.

Particulars of Employees:

The Company does not have any employee in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Directors' Responsibility Statement:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- in the preparation of the annual accounts, the applicable accounting standards have been followed;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for that period;

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- That the annual accounts for the year ended March 31, 2011 have been prepared on a going concern basis.

Auditors:

M/s. Ajmera Ajmera & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration.

Auditors' Report:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 31st March, 2011 are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Secretarial Compliance Certificate:

The Secretarial Compliance Certificate issued by M/s. Nishant Jawasa & Associates, Company Secretaries, pursuant to the requirement of proviso to sub-section (1) of section 383A of the Companies Act, 1956 is enclosed herewith.

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

A] Conservation of Energy and Technology Absorption:

The Company has not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services. Hence the particulars as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not applicable.

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the investors, Financial Institutions, Banks, and Statutory Authorities. Your Directors express their deep appreciation to the Company's employees at all levels for their unstinted efforts and valuable contributions during the year.

For and on behalf of the Board of Directors

Umaidmal J. Kala Anilkumar Rajan Director Director

Place : Mumbai Dated : 12th August, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 27th Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2010.

Financial highlights:

(Amount in Rs.)

Year ended Year ended

31.03.2010 31.03.2009

Sales and other Income 58870222.66 2432839.00

Profit before Interest, Depreciation, and Tax 57965862.31 1995751.00

Less: Interest - 45.00

Less: Depreciation 238.00 392.00

Profit before Tax 57965624.31 1995314.00

Add/(Less): Provision for Taxation

a) for earlier year 292.00

b) Current Tax (9600000.00) (25000.00

c) Deferred Tax 28.00 66.00

Net Profit after Taxation 48365652.31 1970672.00

Add: Balance brought forward from Previous Year 13306374.89 11729837.00

Less : Transferred to Reserved U/F 45IC of RBI Act. 9673130.00 394134.00

Balance carried to Balance Sheet 51998897.20 13306375.00

Dividend :

Your Directors are not recommending any dividend for the year ended on 31st March 2010 to conserve the resources for future.

Operations & Performance :

During the year ended 31st March, 2010, your Company achieved a total income aggregating to Rs. 58,870,222.66. After providing for Depreciation and Finance Charges, the Company has registered a profit before tax of Rs. 57,965,624.31. After making provision for tax in respect of current year, the profit after tax of Rs. 48,365,652.31 has been carried to the Balance sheet.

The Company maintains adequate internal control systems covering all its operation areas. The Directors are putting in their efforts and are hopeful of improved working during the years to come.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

Directors :

Shri Harisingh Shyamsukha, Director, retire by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Shri Jayshukhlal N. Shah was resigned as director of the Company on 14th January, 2010. The Board places on record their deep appreciation for the services rendered by Shri Jayshukhlal N. Shah during his respective tenure on the Board.

Shri Umaidmal J Kala was appointed as an Additional Directors of the Company w.e.f 14th January, 2010 pursuant to Section 260 of the Companies Act, 1956 read with the Articles of Association of the Company. He will hold his office as such till the ensuing Annual General Meeting. The Company has received a Notice under Section 257 of the said act from a shareholder proposing the candidature of the said Additional Director for the office of Director of the Company.

A brief profile of Directors proposed to be appointed/ re-appointed is given in the notes to the Notice of the ensuing Annual General Meeting.

Public deposits :

The company has not accepted any deposits from public.

Voluntary De-listing of Equity Shares of the Company from The Calcutta Stock Exchange Limited [CSE]:

We know that the Companys Equity Shares Listed on Bombay Stock Exchange Limited [BSE] and The Calcutta Stock Exchange Limited [CSE]. The Board has reviewed the past record and found that none of the shares of the company were traded on the CSE for the last few years. Therefore it was now proposed by the Board of Directors to get its shares Voluntarily de - listed from CSE and continued with their listing at BSE only The Company is now proposing to get necessary approvals for this de - listing from its members and CSE.

Particulars of Employees :

The Company does not have any employee in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Directors Responsibility Statement :

Pursuant to the requirements of Section 217(2 A A) of the Companies Act, 1956, your Directors confirm the following:

- in the preparation of the annual accounts, the applicable accounting standards have been followed;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit of the Company for that period;

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. That the annual accounts for the year ended March 31, 2010 have been prepared on a going concern basis.

Auditors :

M/s. Ajmera Ajmera & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration.

Auditors Report :

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 31" March, 2010 are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Secretarial Compliance Certificate :

The Secretarial Compliance Certificate issued by M/s. Nishant Jawasa & Associates, Company Secretaries, pursuant to the requirement of proviso to sub-section (1) of section 383A of the Companies Act, 1956 is enclosed herewith.

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

A] Conservation of Energy and Technology Absorption :

The Company has not engaged in any manufacturing activity and had no foreign collaboration and also has not imported or exported any goods and services.

B] Foreign Exchange Earnings & Outgo :

(Rs. In Lacs)

PARTICULARS 2009-2010 2008-2009

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo Nil Nil

Acknowledgements :

Your Directors take this opportunity to express their gratitude for the support and co-operation from the investors, Financial Institutions, Banks, and Statutory Authorities, Customers. Your Directors express their deep appreciation to the Companys employees at all levels for their unstinted efforts and valuable contributions during the year.



For and on behalf of the Board of Directors

Place : Mumbai Harisingh Shyamsukha Anilkumar Rajan

Dated : 29th May, 2010 Director Director