Your directors have pleasure in presenting the Board’s Report of your Company together
with the Audited Statement of Accounts and the Auditors’ Report of your company for the
financial year ended, 31st March, 2024.

FINANCIAL HIGHLIGHTS

DIVIDEND

Though the revenue generated is quite substantial but looking to the absolutely market
changing scenario for the long-term aspect; to conserve the resources of company the
directors are not recommending any dividend.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided to carry current year profit to its reserves.

CHANGES IN SHARE CAPITAL

There has been no change in the Share Capital of the company.

INFORMATION ABOUT SUBSIDIARY/ IV/ ASSOCIATE COMPANY

M/s. Slopho Infotech Pvt Ltd is wholly owned subsidiary company of the Shivansh Finserve
Limited. However, the company has approved the disinvestment of company’s 99.5%
equity stake /investment, comprising of 995000 equity shares held in its wholly owned
subsidiary M/s. SLOPHO INFOTECH PRIVATE LIMITED in its board meeting held of
14.08.2024.

Hence, M/s. SLOPHO INFOTECH PRIVATE LIMITED is not a wholly owned subsidiary of
Shivansh Finserve Limited.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION 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.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company follows a well-structured induction programme for orientation and training
of Directors at the time of their joining to provide them with an opportunity to familiarise
themselves with the Company, its management, its operations and the industry in which
the Company operates. At the time of appointing a director, a formal letter of appointment
is given to him/her, which inter-alia explains the role, function, duties and responsibilities
expected of him/her as a Director of the Company. The Director is also explained in detail
the Compliance required from him/her under the Companies Act, 2013, the Listing
Regulations and other relevant regulations and affirmation taken with respect to the same.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company
occurred between the ends of the financial year to which this financial statement relate on
the date of this report.

ANNUAL RETURN

The copy of Annual Return as required under section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules, 2014, is available on
the website of the company. And the URL of the website is www.shivanshfinserve.com

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2023-24, the Company held Five board meetings of the Board of
Directors as per Section 173 of Companies Act, 2013 which is summarized below. The
provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 were adhered to
while considering the time gap between two meetings.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the
Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period;

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

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

(e) The directors, in the case of a listed company, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

AUDITORS and REPORT thereon

M/s H S K & CO. LLP Chartered Accountants, is continued as the Statutory Auditor of the
company.

There are no qualifications or adverse remarks in the Auditors’ Report which require any
clarification/ explanation. The Notes on financial statements are self-explanatory, and
needs no further explanation.

Further the Auditors’ Report for the financial year ended, 31st March, 2024 is annexed
herewith for your kind perusal and information.

LOANS. GUARANTEES AND INVESTMENTS

The Company has provided Loans; however, the Company has not made any investment
and has not given any Guarantee under section 186 of the Companies Act, 2013 for the
financial year ended 31st March 2024 and has complied with the provisions of the Section
186.

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, if any. There are no
materially significant related party transactions made by the Company. And all the
transactions were in compliance of Section 188 of the Companies Act, 2013

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:

(A) Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 in respect of conservation of energy and technology absorption have not been
furnished considering the nature of activities undertaken by the company during the year
under review.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the element of risk threatening
the Company’s existence is very minimal.

DIRECTORS and KMP

During the current financial year, there were no changes occurred in the constitution of
Board of Directors of the company:

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no
requirement to constitute Corporate Social Responsibility Committee.

RATIO OF REMUNERATION TO EACH DIRECTOR

The Company has paid remuneration to the directors as per below:

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Nomination & Remuneration and Compliance
Committees.

A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board's functioning such as adequacy of
the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgment, safeguarding the interest of the
Company and its minority shareholders etc. The performance evaluation of the
Independent Directors was carried out by the entire Board. The performance evaluation of
the Chairman and the Non-Independent Directors was carried out by the Independent
Directors who also reviewed the performance of the Secretarial Department.

INDEPENDENT DIRECTORS and DECLARATION

The Board of Directors of the Company hereby confirms that all the independent directors
duly appointed by the Company have given the declaration and they meet the criteria of
independence as provided under section 149(6) of the Companies Act, 2013.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act, 2013 the Company’s Nomination and
Remuneration Committee comprises of three Non-executive Directors. The table sets out
the composition of the Committee:

*Note: Akshay Shah has resigned from the post of Independent Director with effect from
08^th April, 2024.

Terms of Reference

The Terms of Reference of the Nomination and Remuneration Committee are as under:

1. To identify persons who are qualified to become Directors and who may be appointed in
senior management in accordance with the criteria laid down, recommend to the Board
their appointment and removal and shall carry out evaluation of every Director’s
performance.

2. To formulate the criteria for determining qualifications, positive attributes and
independence of a Director and recommend to the Board a policy, relating to the
remuneration for the Directors, Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall, while formulating the policy ensure
that:

a. the level and composition of remuneration is reasonable and sufficient to attract, retain
and motivate Directors of the quality required to run the Company successfully;

b. relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and

c. remuneration to Directors, Key Managerial Personnel and senior management involves
a balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company

5. Discharge such other function(s) or exercise such power(s) as may be delegated to the
Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend any
proposed changes to the Board for approval from time to time.

8. Any other work and policy, related and incidental to the objectives of the committee as per
provisions of the Act and rules made there under.

The nomination committee has fulfilling the criteria of composition of the committee.

REMUNERATION POLICY

Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination and
Remuneration Committee and approved by Board in Board meeting, subject to the
subsequent approval of the shareholders at the General Meeting and such other authorities,
as may be required. The remuneration is decided after considering various factors such as
qualification, experience, performance, responsibilities shouldered, industry standards as
well as financial position of the Company.

Remuneration to Non-Executive Directors:

The Non-Executive Directors are paid remuneration by way of Sitting Fees and
Commission. The Non-Executive Directors are paid sitting fees for each meeting of the
Board and Committee of Directors attended by them.

AUDIT COMMITTEE

According to Section 177 of the Companies Act, 2013 the company's Audit Committee
comprised of three directors. The board has accepted the recommendations of the Audit
Committee. The table sets out the composition of the Committee:

*Note: Akshay Shah has resigned from the post of Independent Director with effect from
08^th April, 2024.

SECRETARIAL AUDIT REPORT

There are some qualifications or adverse remarks in the Secretarial Audit Report which
require clarification/ explanation:

1) Company is unable to find the suitable person for the designation and ensure that
company will appoint soon and comply with the same.

2) Company is in process to find the suitable person for the position of non-executive
director of the company and company will assure to comply with the same as soon
as possible.

Further the Secretarial Audit Report as provided by Khushbu Trivedi & Associates,

Practicing Company Secretary for the financial year ended, 31st March, 2024 is annexed
herewith for your kind perusal and information.

COST AUDIT

The Cost Audit is not applicable to the company.

VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and as per SEBI (LODR),
Regulations, 2015 the company has established Vigil Mechanism for directors and
employees to report genuine concerns and made provisions for direct access to the
chairperson of the Audit Committee. Company has formulated the present policy for
establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its
stakeholders, Directors and employees, to freely communicate and address to the Company
their genuine concerns in relation to any illegal or unethical practice being carried out in
the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REPRESSED ACT. 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress

complaints received regarding sexual harassment. All employees (Permanent, contractual,
temporary, trainees) are covered under this policy.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your company has established adequate internal financial control systems to ensure
reliable financial reporting and compliance with laws and regulations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report as required has been attached and forms
part of this report.

ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation to the continued co-operation
received from the Banks, Government Authorities, Customers, Vendors and Shareholders
during the year under review. Your Directors also wish to place on record their deep sense
of appreciation for the committed service of the Executives, staff and Workers of the
Company.

FOR & ON BEHALF OF THE
BOARD OF DIRECTORS

Date: 30.08.2024
Place: Ahmedabad

Sd/- Sd/-

JIGNESH SHAH NEHALKUMAR SHAH

DIN:02112343 DIN:07869702

Whole time Director Director