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Company Information

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SV GLOBAL MILL LTD.

19 August 2026 | 03:58

Industry >> Construction, Contracting & Engineering

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ISIN No INE159L01013 BSE Code / NSE Code 535621 / SVGLOBAL Book Value (Rs.) 31.06 Face Value 5.00
Bookclosure 12/07/2024 52Week High 145 EPS 0.00 P/E 0.00
Market Cap. 235.08 Cr. 52Week Low 116 P/BV / Div Yield (%) 4.19 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors have pleasure in presenting their 19th Annual Report of the Company together with the
audited financial statements for the year ended March 31, 2026.

Financial Highlights

Rs. in Lakhs.

Particulars

Standalone

Consolidated

FY 2025 - 26

FY 2024 - 25

FY 2025 - 26

FY 2024 - 25

Revenue from
Operations

168.54

147.69

344.72

664.87

Other Income

304.91

351.94

288.39

60.82

Total Income

473.45

499.64

633.11

725.69

Profit before
exceptional items,
Depreciation & Tax

(201.72)

2.10

(1754.46)

118.95

Exceptional items

1348.89

--

1348.89

--

Less: Depreciation

70.43

28.20

74.37

33.94

Tax Expense

404.28

5.60

429.28

55.24

Profit/(Loss) after Tax

672.46

(31.70)

(909.22)

29.77

Profit of Associate

-

-

6.32

4.31

Consolidated Financial Statements

The consolidated financial statements have been prepared pursuant to the provisions of the Companies
Act, 2013 as also the listing agreement entered into with the stock exchange. The statements have been
prepared in accordance with the IND AS as prescribed by the ICAI. The consolidated financial statements
of the Company are prepared in accordance with the provisions of Section 129 of the Act, 2013 read
with the Companies (Accounts) Rules, 2014 and Regulation 33 of SEBI (LODR) Regulations along with a
separate statement containing the salient features of the financial performance of subsidiaries /
associate in the prescribed form.

Standalone Financial Statements

The total Standalone income of the Company during the FY 2025-26 was Rs.473.45 lakhs for the year.
The Company has recorded a profit of Rs. 672.46 lakhs during the year under review as against the loss
of (Rs. 31.70) lakhs incurred in the previous financial year. The Profit for the Current year is on account
of exceptional income arising out of the Land acquisition by the Government of Tamil Nadu.

Overview of Operations

For the financial year under review, the total income is Rs.633.11 Lakhs on a consolidated basis. The Net
loss After Tax is (Rs.909.22) Lakhs. The loss on the consolidated operations is on account of diminution
in the value of investments.

Subsidiary

SV Global Finance Private Limited has incurred a loss of (Rs.1581.90) lakhs during the financial year 2025¬
26 as against the profits of Rs.61.46 lakhs in the previous financial year. The reason for the loss in the
current year is on account of diminution in the value of Investments. Hence the subsidiary has not
declared any dividend for the year 2025-2026.

The audited consolidated financial statements together with Auditors' Report form part of the Annual
Report. The audited financial statements of the subsidiary company will be made available to the
shareholders, on receipt of request from any shareholder and it has also been placed on the website of
the Company
www.svgml.com. This will also be available for inspection by the shareholders at the
registered office during business hours.

A separate statement containing the salient features of the financial statements of the subsidiary and
associate in Form AOC -1 as Annexure "A" forms part of the consolidated financial statements in
compliance with Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013 read
with Rule 5 of the Companies (Accounts) Rules, 2014.

Dividend

No dividend is being proposed for the financial year 2025-26.

Transfer to Reserves

General reserves for the financial year ended March 31, 2026 are as under: (Rs. in Lakhs)

Particulars

Standalone

Consolidated

General Reserve at the beginning of the year

5065.43

5614.96

Add/Less: Net Profit/(Loss) for the year

672.46

(903.11)

General Reserve at the end of the year

5737.89

4711.85

Company's Working /State of Affairs

The Company operates in only one segment i.e., Real Estate business and the subsidiary company S V
Global Finance Private Limited operates as an NBFC (non-deposit taking). During the Financial Year 2025¬
26, the revenue of the Company on standalone basis is Rs. 473.45 lakhs (P.Y. Rs. 499.64 lakhs) from
operations and other income. The revenue of the subsidiary during the financial Year 2025-26 is Rs.
430.99 Lakhs (P.Y. Rs. 506.77 Lakhs) from operations and other income. The revenue of the associate
company Adyar Property Holding Company Private Limited during the financial year 2025-26 is Rs. 30.77
Lakhs (P.Y Rs. 26.99. Lakhs).

Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting
the going concern status and company's operations in future.

There are no significant and material orders passed by the Regulators / Courts or tribunals that would
impact the going concern status of the Company and its future operations.

Penalties / Punishment/ Compounding of Offences:

There are no penalties or court orders or any fines from the Regulators, MCA, SEBI or BSE.

Internal Financial Control and Risk Management

The company has an established Internal Financial Control framework including internal controls over
financial reporting, operating controls and anti-fraud framework. The frame work is reviewed regularly
by the Management and tested by internal audit team and presented to the Audit Committee. Based
on periodical testing, the framework is strengthened from time to time, to ensure adequacy and
effectiveness of Internal Financial Control.

The established controls are constantly assessed and strengthened with new / revised standard
operating procedures. The Company has adopted policies and procedures for ensuring adherence to the
Company's policies, safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and reliability of accounting records and timely preparation of reliable financial disclosures.

Pursuant to Section 134 (3) (n) of the Companies Act, 2013 the Company has framed a Risk Management
Policy. In the opinion of the Board, there is no serious element of risk which may threaten the existence
of the Company.

Internal Audit

The internal audit is entrusted to M/s. Kalyanasundaram & Associates, Chartered Accountants
(FRN: 005455S) to ensure that necessary controls are in place at all levels and all transactions are
adequately authorized and reported correctly. To maintain its objectivity and independence, the
Internal Auditor reports to the Chairman of the Audit Committee. The Audit Committee actively reviews
the adequacy and effectiveness of the internal control systems and suggests improvements to
strengthen the same. Significant internal audit observations and recommendations along with
corrective actions thereon are presented to the Audit Committee of the Board periodically.

Public Deposits

The Company has not accepted any deposit from the public within the meaning of Chapter V of the
Companies Act 2013 during the year ended 31st March 2026.

Statutory Auditors

The Board of Directors at their meeting held on May 17, 2024 appointed M/s. S. Viswanathan LLP,
Chartered Accountants, (Firm Reg. No. 004770S/S200025), as the Statutory Auditors of the Company,
for the first term of 5 (five) consecutive years (FY 2024-25 to FY 2028-29) from the conclusion of 17th
AGM till the conclusion of 21st AGM and was subsequently approved by the Members at the AGM held
on July 21, 2024.

The Independent Audit report issued by the Statutory Auditors M/s. S. Viswanathan LLP, Chartered
Accountants, (Firm Reg. No. 004770S/S200025) on the financial statement of the Company forms an
integral part of this Annual report. The Statutory Auditors had expressed an unmodified opinion on the
Financial statement of the company for the year ended 31st March 2026.

Subsequently M/s. S. Viswanathan LLP, Chartered Accountants vide their letter dated 03rd July 2026
tendered their resignation as Statutory Auditor with immediate effect.

Pursuant to the recommendation of the Audit Committee and in accordance with the applicable
provisions of the Companies Act, 2013, the Board of Directors, at its meeting held on 03rd July 2026
appointed M/s. Senthil Kumar & Sundararajan, Chartered Accountants (Firm Registration Number:
011750S), as the Statutory Auditors of the Company to fill the said casual vacancy, subject to the

approval of the Members at the ensuing Annual General Meeting. Upon approval by the Members, the
said appointment shall be valid until the conclusion of the ensuing Annual General Meeting.

Further, based on the recommendation of the Audit Committee, the Board of Directors has
recommended the appointment of M/s. Senthil Kumar & Sundararajan, Chartered Accountants (Firm
Registration Number 011750S) as the Statutory Auditors of the Company for a consecutive term of five
(5) consecutive years commencing from the conclusion of the ensuing 19th AGM (ie from the Financial
year 2026-2027 till 2030-2031) to be held in 31st July 2026 subject to the approval of the members in
the ensuing 19th Annual General Meeting.

M/s. Senthil Kumar & Sundararajan, Chartered Accountants, have conveyed their consent to act as the
Statutory Auditors of the Company and have confirmed that their appointment, if approved by the
Members, shall be in accordance with the provisions of Sections 139, 141 and other applicable
provisions, if any, of the Companies Act, 2013 read with the rules framed thereunder.

Auditors' Report

The Statutory Auditors' Report for the Financial Year 2025-26 does not contain any qualification,
reservation or adverse remarks and the same is enclosed with the audited financial statements in this
Annual Report.

Share Capital

During the year under review, the Company has neither issued shares with differential voting rights,
sweat equity shares and employees stock options nor has it resorted to buy back of its securities.

Annual Return

The Draft Annual Return of the Company is available on the company's website
http://svgml.com/index/financial-results.html

Material changes and commitments, if any, affecting the financial position of the company occurred
between the end of the financial year to which these financial statements relate and the date of the
report

There are no material changes and commitments affecting the financial position of the Company which
have occurred between the end of the financial year of the Company to which the financial statements
relate and the date of the report.

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

The particulars prescribed under Section 134 (3) (m) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 are not applicable. There was no foreign exchange inflow or outflow
during the year under review.

Corporate Social Responsibility (CSR)

The Company does not fall within the applicability criteria prescribed under Section 135 of the
Companies Act, 2013, with respect to CSR, since it is within the threshold limits and hence the Company
does not constitute a CSR Committee during the Financial Year FY 2025-26.

Change in Directors and Key Managerial Personnel
Directors

• The Board of Directors at their meeting held on 27th March, 2025, subject to the approval of
members, re-appointed Sri. S. Muthu Selvam (DIN: 09606145) as an Independent Director of the
Company for a further period of 5 years with effect from 13.05.2025 to 12.05.2030. Subsequently,
the members by means of postal ballot held from 31.03.2025 to 29.04.2025 confirmed the
appointment of Sri. S. Muthu Selvam as an Independent Director of the Company for the second
term of 5 years by passing Special Resolution.

• Sri. D. Kuppan (DIN: 06966946) Non-Executive and Non-Independent Director of the Company is
liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself
for reappointment.

• During the year Sri. P.S. Ravishankar, M.Com. A.C.S was appointed as Company secretary and
Compliance officer of the Company on the recommendation of Nomination and Remuneration
committee with effect from 03.11.2025, due to the resignation of Sri. D. Krishnamoorthy with effect
from 12.08.2025.

• During the year Sri. B. Parameswar, A.C.A was appointed as Chief Financial Officer of the Company
with effect from 03.11.2025 due to the resignation of Sri. T.V. Raghuram with effect from
24.09.2025.

Key Managerial Personnel

Pursuant to the provisions of Section 2(51), 203 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following are the Key
Managerial Personnel of the Company:

1. Sri. E. Shanmugam - Chairman and Managing Director

2. Sri. P.S. Ravishankar - Company Secretary & Compliance officer (with effect from 03.11.2025)

3. Sri. B. Parameswar - Chief Financial Officer (with effect from 03.11.2025)

Statement regarding opinion of the Board with regard to Integrity, Expertise and Experience (including
the proficiency) of the Independent Directors appointed during the year

The Board of Directors have evaluated the Independent Directors during the FY 2025-26 and opined
that the integrity, expertise and experience (including proficiency) of the Independent Directors is
satisfactory.

Company's policy relating to Directors' appointment, payment of remuneration and other matters
provided under Section 178(3) of the Companies Act, 2013:

The Board, on the recommendation of the Nomination and Remuneration Committee, had framed a
policy which inter alia provides the criteria for selection and appointment of Directors, Key Managerial
Personnel, Senior Management, evaluation of their performance and the remuneration payable to
them. The criteria for determining qualifications, positive attributes and independence of Directors have
been stated in the Nomination and Remuneration Policy. The Nomination and Remuneration policy of
the company is available in the website of the Company.

Committees of the Board, its constitution and details of Meetings of the Board and other Committees
of the Board held during FY 2025 - 26:

Brief details are provided in the Corporate Governance Report as per Annexure "C".

Annual Performance Evaluation

In line with the criteria evolved by the Nomination and Remuneration Committee, the performance of
the Chairman, Managing Director, other Directors, Committees, Key Managerial Personnel and Senior
Executives have been evaluated considering various evaluation aspects.

Disclosure of Accounting Treatment

The Company has followed the Accounting Standards specified under Rule 3 and 4 of the Companies
(Indian Accounting Standards) Rules, 2015 (as amended) to the extent applicable, in the preparation of
the financial statements.

Policy on Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the
Companies (Meetings of its Board and its Powers) Rules, 2014 and in accordance with Regulation 22 of
SEBI (LODR) Regulations, 2015 the Company has an established Policy on Vigil Mechanism for Directors /
Employees and other stakeholders of the Company to report concerns about unethical behaviours, actual
or suspected fraud, or violation of the Company's Code of conduct or ethics policy. The policy also
provides a direct access to the Chairman of the Audit Committee to make protective disclosures to the
management about the grievances or violation of the Company's code of conduct. The policy is disclosed
on the Company's website
www.svgml.com.

Policies

The Board of Directors of the Company have from time to time framed and approved various Policies in
pursuance of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015. These
Policies and Codes are reviewed by the Board and are updated, if required. The following policies have
been framed and has been disclosed on the Company's website
www.svgml.com

1. Related Party Transaction Policy.

2. Policy on Material Subsidiary.

3. Whistle Blower Policy consisting of Vigil Mechanism.

4. Policy on determination of Materiality of Events or Information.

5. Code of Ethics and Business Principles applicable to Directors and Senior Management

6. Familiarization Program for Independent Directors.

7. Code of Conduct for Prohibition of Insider Trading.

8. Performance Evaluation Policy.

9. Prevention of Sexual Harassment at Workplace.

Disclosure in Terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has reconstituted an Internal Complaints Committee by appointing an external member to
comply with the provisions of the POSH Act 2013 as required under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The reconstituted members of the internal POSH Committee are as follows:

Presiding Officer

Smt. Devi

Members

Smt. Bhavani
Sri P.S. Ravishankar

External Member

Ms. Bensi Rema (Advocate)

During the year under Review, there were no cases filed pursuant to the provisions of Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Code of Conduct and Prevention of Insider Trading

The Company has adopted the Code of Conduct as per the Guidelines issued by the Securities and
Exchange Board of India for Prevention of Insider Trading with a view to regulate trading in securities by
the Directors and designated persons of the Company. The Code prohibits trading in securities of the
Company by the Directors and the designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period when the Trading Window is
closed.

All Directors, Key Management Personnel and Senior Management Personnel of the Company have
confirmed compliance with the code of conduct applicable to them and a declaration to this effect made
by the Managing Director is attached to this report. Code of conduct of Board of Directors and Senior
Management Personnel are available in Company's website
www.svgml.com.

Particulars of Loans, Guarantees or Investments

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the
Companies Act, 2013 read with Rule 11(1) of Companies (Meetings of Board and its Powers) Rules 2014
except to its wholly owned subsidiary company viz., SV Global Finance Private Limited an Inter Corporate
Deposit of Rs. 25.29 Crores (PY Rs.20.13 Cr.) and made investment in the Equity Shares of Rs. 13.00 crores.
Please refer to Notes on accounts (Note No:8) on the standalone financial statements for the financial
year 2025-26 for details of investment made by the company.

Related Party Transactions

The Audit Committee and the Board of Directors have approved the related party policy and the same
has been hosted on the Company's website
www.svgml.com. The policy intends to ensure that proper
reporting, approval and disclosure processes are in place for all transactions between the Company and
the related parties.

The transactions entered into with related parties as defined under Section 2(76) of the Companies Act,

2013 read with Companies (Specification of Definition Details) Rules, 2014 were in the ordinary course
of business and at arm's length basis. There were no materially significant transactions with related
parties during the Financial Year 2025-26 which were in conflict with the interest of the Company.

Suitable disclosures as required in Accounting Standard (AS) 18 have been made in the notes to the
financial statements. Details of contracts / arrangements with related parties as required under Section
188 (1) and 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules,

2014 have been disclosed in Form AOC-2 and is attached as "Annexure B" (Form AOC-2), which forms an
integral part of this Report.

Secretarial Auditor

The Board of Directors at their meeting held on May 29, 2025 appointed M/s. M. K. Madhavan and
Associates, Practicing Company Secretaries, (CP No.16796, Membership No. F8408), as the Secretarial

Auditors of the Company, for a term of 5 (five) consecutive financial years to hold office from the FY
2025-26 to the FY 2029-30 and was subsequently approved by the Members at the AGM held on July
16, 2025.

Secretarial Audit Report

Pursuant to Section 204 (1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 the Secretarial Audit Report for FY 2025-26 in
Form No. MR-3 issued by a Company Secretary in practice is enclosed as Annexure "E" and forms an
integral part of this report.

The report does not contain any qualification, reservation or adverse remark.

Report on Corporate Governance

Your Company is in compliance with the Corporate Governance guidelines, as laid out in the SEBI (LODR)
Regulations. All the Directors and the Senior Management personnel have affirmed in writing their
compliance with and adherence to the Code of Conduct adopted by the Company. As per Regulation 34
(3) read with Schedule V of the SEBI (LODR) Regulations, 2015, a separate section as "Annexure C" on
Corporate Governance practices followed by the Company together with a certificate from a practicing
Company Secretary confirming compliances forms an integral part of this report.

The Managing Director and the Chief Financial Officer of the Company have certified to the Board on
financial statements and other matters in accordance with Regulation 17(8) of the SEBI (LODR)
Regulations, 2015 for the Financial Year ended 31st March, 2026.

Management Discussion and Analysis

Management Discussion and Analysis for the year, as required under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the
Annual Report as "Annexure D".

Particulars of Employees

In terms of provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names
of the top ten employees in terms of remuneration drawn and names and other particulars of the
employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.
Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the
Annual Report excluding the aforesaid information is being sent to the members of the Company. Any
member interested in obtaining such information may address their email to
secretarial@svgml.com.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability confirm:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2026, the
applicable Accounting Standards had been followed along with proper explanation relating to material
departures, if any;

b) that 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 or loss of the Company
for the year ended on that date;

c) that the Directors had 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) that the Directors had prepared the annual accounts for the financial year ended 31st March, 2026 on
a going concern basis;

e) that the Directors had laid down policies and procedures adopted by the Company for internal
financial controls for ensuring orderly and efficient conduct of its business including adherence to
Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records and the timely preparation of reliable
financial information and that such internal financial controls are adequate and were operating
effectively; and

f) that as required under Section 134(5)(f) of the Companies Act, 2013, 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.

Details in Respect of Frauds Reported by Auditors Under Sub-Section (12) of Section 143 other than
those which are reportable to the Central Government

The Statutory Auditors have stated that, no fraud by the Company or no material fraud on the Company
by its officers and employees had been noticed or reported during the year.

Declaration by Independent Directors

Pursuant to Section149 (7) of the Companies Act, 2013, the Independent Directors of the Company have
given a declaration to the Company that they qualify the criteria of independence as required under
Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, approved a
policy for selection and appointment of Directors, Senior Management and their remuneration. The
Remuneration Policy is stated in the Corporate Governance Report.

Secretarial Standards

The Company has complied with all applicable Secretarial Standards in pursuant to the directions of
Ministry of Corporate Affairs, issued by the Institute of Company Secretaries of India during the year.

Acknowledgements and Appreciation

The Board of Directors of the Company wishes to place on record their deep sense of gratitude to all the
Shareholders of the Company for their consistent support and continued faith reposed in the Company.
The Board would also like to express their deep sense of appreciation to the various Central and State
Government Departments, Bankers, Organizations and Agencies, external Professionals associated with
the Company for their continued help and co-operation extended by them and last but not the least, to
Employees at all levels for their hard work and commitment.

Place: Chennai By Order of the Board

Date: 03.07.2026 For S V GLOBAL MILL LIMITED

Sd/-

E. SHANMUGAM
CHAIRMAN AND MANAGING DIRECTOR
DIN:00041968