డైరెక్టర్ల నివేదిక Pervasive Commodities Ltd.

Mar 31, 2025

Your directors pleased to present the 40^th Annual Report on the Business and Operations of the Company together with the Audited Financial Statement for the Financial Year ended on 31^st March, 2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 and for the previous financial year ended on 31^st March, 2024 is given below:

(Rs. in Lakhs)
Particulars	Financial Year 2024-25	Financial Year 2023-24
Revenue from Operations	3027.60	128.13
Other Income	-	-
Total Income	3027.60	128.13
Total Expenses	3021.49	114.00
Profit / Loss before Exceptional and Extra- Ordinary Items and Tax Expenses	6.11	14.13
Profit / Loss before Tax Expenses	6.11	14.13
Less: Tax Expense
Current Tax	8.41	0.00
Deferred Tax	(12.32)	(0.04)
Excess / Short Provision of Prior Period of Tax Expense	1.15	0.00
Profit / Loss for the Period	8.88	14.17
Earnings Per Share (EPS)
Basis	9.32	14.88
Diluted	0.01	14.88

2. OPERATIONS:

Total revenue from Operations for Financial Year 2024-25 is Rs. 3027.60 Lakhs compared to the total revenue of Rs. 128.13 Lakhs of previous Financial Year. The Company has incurred profit before tax for the Financial Year 2024-25 of Rs. 6.11 Lakhs as compared to Profit before tax of Rs. 14.13 Lakhs of previous Financial Year. Net Profit after Tax for the Financial Year 2024-25 is Rs. 8.88 Lakhs as against Net Profit after tax of Rs. 14.17 Lakhs of previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2024-25, there was no change in the nature of business of the Company.

4. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your directors do not recommend any dividend for the Financial Year 2024-25 (Previous year - Nil).

5. SHARE CAPITAL:A. Authorised Share Capital:

During the year under the review, Authorised Share Capital of the Company is increased from Rs. 10,00,00,000/-(Rupees Ten Crores Only) divided into 1,00,00,000 (One Crore Only) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each to Rs. 91,00,00,000/- (Rupees Ninety-one Crores Only) divided into 9,10,00,000 (Nine Crores Ten Lakhs) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each as on 22^nd July, 2024.

The Company has approved Split/ Sub-division of Equity Shares of the Company from face value of Rs. 10.00/-each to face value of Re. 1.00/- each.

The Authorised Share Capital of the Company as on 31^st March, 2025 is Rs. 91,00,00,000/- (Rupees Ninety-one Crores Only) divided into 91,00,00,000 (Ninety-one Crores) Equity Shares of Re. 1.00/- (Rupee One Only).

B. Paid-up Share Capital:

The Company has approved Split/ Sub-division of Equity Shares of the Company from face value of Rs. 10.00/-each to face value of Re. 1.00/- each.

The Paid-up share capital of the Company as on 31^st March, 2025 is Rs. 9,52,200/- (Rupees Nine Lakhs Fifty-two Thousand and Two Hundred Only) divided into 9,52,200 (Nine Lakhs Fifty-two Thousand and Two Hundred) Equity Shares of Re. 1.00/- (Rupee One Only).

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

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund ("IEPF"). During the year under review, there was no unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

7. TRANSFER TO RESERVES:

The Profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to profit and loss account of the Company under Reserves and Surplus.

8. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Company''s website at www.pervasiveindia.com

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

• Approval of Split/ Sub-division of Equity Shares:

The Company has approved Split/ Sub-division of Equity Shares of the Company from face value of Rs. 10.00/- each to face value of Re. 1.00/- each in the Extra-ordinary General Meeting held on 7^th March, 2025, and Stock exchange has approved on 7^th April, 2025 and Trading of Equity Shares has been resumed w.e.f. 7^th April, 2025. Consequently, altered the Authorised Share Capital and Paid-up Share Capital in the following manner:

A. The authorized share capital of the Company is Rs. 91,00,00,000/- (Rupees Ninety-one Crores Only) divided into 91,00,00,000/- (Rupees Ninety-one Crores Only) Equity Shares of Re. 1/- (Rupee One Only) each.

B. The Paid-up Share Capital of the Company is Rs. 9,52,200/- (Rupees Nine lakhs Fifty Thousand Two Hundred Only) divided into 9,52,200/- (Nine lakhs Fifty Thousand Two Hundred) equity shares of Re. 1/- (Rupee One Only) each.

• Change in Registered Office of the Company:

The Board of Directors of the Company, at its meeting held on Thursday, 2^nd May, 2024, considered and approved the Shifting of Registered office of the Company within the same City from the Present address 306, Sarthik Complex, Nr. Fun Republic Iscon Cross Road, Satellite, Ahmedabad, Gujarat, India, 380015 to New Address C-806, Titanium City Canter, Near Sachin Tower, 100 Ft Road, Satellite, Ahmedabad, Gujarat - 380 015 w.e.f. 3r^d May, 2024.

• Allotment of Convertible warrants on Preferential Basis:

During the year, on 6^th July, 2024, the Company, pursuant to a resolution passed at its Board Meeting allotted 9,00,00,000 (Nine Crores) Convertible warrants on a Preferential basis having face value of Rs. 10.00/-(Rupees Ten Only) each and were issued at a price of Rs. 10.00/- per share.

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There is no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

11. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company''s policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 9 (Nine) times viz. 2^nd May, 2024, 24^th May, 2024, 6^th July, 2024, 13^th August, 2024, 17^th September, 2024, 13^th November, 2024, 7^th January, 2025, 6^th February, 2025 and 24^th February, 2025.

12. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit 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 and there are no material departure from the same;

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 financial year and of the loss of the Company for the financial year ended on 31^st March, 2025.

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

d. The Directors had prepared the Annual Accounts on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

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

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company''s current working and future outlook as per "Annexure -1".

15. DISCLOSURES RELATING TO HOLDING / SUBSIDIARY, ASSOCIATE COMPANY AND IOINT VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

16. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

17. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk minimization for Indian operation which is periodically reviewed by the Board of Directors to ensure smooth operations and effective management control. The Audit Committee also reviews the adequacy of the risk management frame work of the Company, the key risks associated with the business and measures and steps in place to minimize the same.

18. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders;

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors'' inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and NonExecutive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members'' confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a

structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

19. DETAILS OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor''s report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control selfassessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

During the year, no reportable material weakness was observed.

20. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

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

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, Company has not entered in any Related Party Transactions.

Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of the Listing Regulations, all Material Related Party Transactions ("material RPTs") require prior approval of the shareholders of the Company vide ordinary resolution.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with Regulation 23 of the Listing Regulations, which is available on the website of the Company at www.pervasiveindia.com.

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit Committee undertakes quarterly review of related party transactions entered into by the Company with its related parties. Pursuant to Regulation 23 of Listing Regulations and Section 177 of the Act, the Audit Committee has granted omnibus approval in respect of transactions which are repetitive in nature, which may or may not be foreseen, not exceeding the limits specified thereunder. The transactions under the purview of omnibus approval are reviewed on quarterly basis by the Audit Committee. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the disclosures on Related Party Transactions in prescribed format with the Stock Exchanges.

23. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:a) Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct or Ethics Policy.

b) Business Conduct Policy:

The Company has framed "Business Conduct Policy". Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

24. RESERVES & SURPLUS:		(Rupees in Lakhs)
Sr. No.	Particulars		Amount
1.	Balance at the beginning of the year		(32.40)
2.	Current Year''s Profit / (Loss)		8.88
3.	Money Received against warrants		5860.00
4.	Amount of Securities Premium and other Reserves		-
5.	Capital Reserve		13.85
Total			5850.33

25. CONSERVATION OF ENERGY. TECHNLOGY, ASBSORPOTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc.

Export revenue constituted 0 % of the total revenue in FY 2024-25;

	Foreign exchange earnings and outgo	F.Y. 2024-25	F.Y. 2023-24
a.	Foreign exchange earnings	Nil	Nil
b.	CIF value of imports	Nil	Nil
c.	Expenditure in foreign currency	Nil	Nil
d.	Value of Imported and indigenous Raw Materials, Spare-parts and Components Consumption	Nil	Nil

26. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2024-25.

27. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

28. DIRECTORS AND KEY MANAGERIALPERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below as on date:

Sr. No.	Name	Designation	DIN/PAN
1.	Mr. Dharmeshkumar Zinabhai Dataniya2	Managing Director	09785680
2.	Ms. Parulben Dharmeshkumar Dataniya	Non-Executive Non-Independent Director	09785793
4.	Ms. Hetal Neel Pathak	Non-Executive Independent Director	09683121
5.	Ms. Vishakha D Shah4	Non-Executive Independent Director	09711526
6.	Mr. Fagun Chandrakant Soni1	Managing Director	10610730
7.	Ms. Manisha Jain3	Company Secretary & Compliance Officer	BCUPJ9089D
8.	Ms. Akanksha Srivastava5	Company Secretary & Compliance Officer	DTUPS5652E
9.	Mr. Dharmeshkumar Zinabhai Dataniya	Chief Financial Officer	BYDPD8633A
1 Mr. Fagun Chandrakant Soni has been appointed as a Managing Director of the Company w.e.f. 2 nd May, 2024. 2 Mr. Dharmeshkumar Zinabhai Dataniya had resigned from the post of Managing of the Company w.e.f. 2 nd May, 2024. 3 Ms. Manisha Jain had resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. 17th September, 2024. 4 Ms. Vishakha D Shah had resigned from the post of Non-Executive Independent Director of the Company w.e.f. 24th February, 2025. 5 Ms. Akanksha Srivastava has been appointed as a Company Secretary & Compliance Officer of the Company w.e.f. 7th January, 2025.

Apart from the above changes, there were no other changes in the composition of the Board of Directors of the Company during the Financial Year 2024-25 and till the date of Board''s Report. As per Companies Act, 2013 the Independent Directors are not liable to retire by rotation.

29. DECLARATION BY INDEPENDENT DIRECTORS:

Ms. Hetal Neel Pathak, Independent Director of the Company has confirmed to the Board that he meets the criteria of Independence as specified under Section 149 (6) of the Companies Act, 2013 and he qualifies to be an Independent Director. He has also confirmed that he meets the requirement of Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

30. CORPORATE GOVERNANCE:

Since the paid-up Capital of Company is less than Rs. 10.00/- Crores and Turnover is less than Rs. 25.00/- Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company for the Financial Year ended on 31^st March, 2025. Hence Corporate Governance does not form part of this Board''s Report.

31. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor renewed any deposits during the financial year. Hence, the Company has not defaulted in repayment of deposits or payment of interest during the financial year.

32. AUDITORS AND THEIR REPORTS:A. Statutory Auditor:

M/s V S S B & Associates, Chartered Accountants, Ahmedabad, bearing firm registration number 121356W were appointed as the Statutory Auditors of the Company for the period of 5 (Five) consecutive years from the conclusion of 40^th Annual General Meeting held in the year 2025 till the conclusion of 45^th Annual General Meeting of the Company to be held in the year 2030.

The Auditors have also furnished a declaration confirming their independence as well as their arm''s length relationship with your Company as well as declaring that they have not taken up any prohibited non-audit assignments for your Company. The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit Process.

The Auditor''s report for the Financial Year ended 31^st March, 2025 has been issued with an unmodified opinion, by the Statutory Auditor.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed Ms. Monica Shekhawat, Proprietor of M/s. Shekhawat & Associates, Company Secretaries, Ahmedabad as a Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as "Annexure -II"in Form MR-3.

33. DISCLOSURESA. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below, was held on 2^nd May, 2024, 24^th May, 2025, 6^th July, 2024, 13^th August, 2024, 13^th November, 2024 and 6^th February, 2025 the Composition of the Committee are as follows:

Name	Status	Category
Ms. Parulben Dharmeshkumar Dataniya	Chairperson	Non-Executive and Non-Independent Director
Ms. Hetal Neel Pathak	Member	Non-Executive and Independent Director
Mr. Fagun Chandrakant Soni	Member	Managing Director
During the year all the recommendations made by the Audit Committee were accepted by the Board. B. Composition of Stakeholders'' Relationship Committee:			,
During the year under review, meetings of members of Stakeholders'' Relationship committee as tabulated belo\ was held on, 24th May, 2024 the Composition of the Committee are as follows:
Name	Status	Category
Ms. Hetal Neel Pathak	Chairperson	Non-Executive and Independent Director
Ms. Parulben Dharmeshkumar Dataniya	Member	Non-Executive and Independent Director
Mr. Fagun Chandrakant Soni	Member	Managing Director

C. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of members of Nomination and Remuneration committee as tabulated below, was held on 2^nd May, 2024, 17^th September, 2024, 7^th January, 2025 and 24^th February, 2025 the Composition of the Committee are as follows:

Name	Status	Category
Ms. Hetal Neel Pathak	Chairperson	Non-Executive and Independent Director
Mr. Fagun Chandrakant Soni	Member	Managing Director
Ms. Parulben Dharmeshkumar Dataniya	Member	Non-Executive and Non-Independent Director

34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT.2013:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

The following no. of complaints was received under the POSH Act and the rules framed thereunder during the year:

a. Number of complaints filed during the financial year - NIL

b. Number of complaints disposed of during the financial year - NIL

c. Number of complaints pending as on end of the financial year - NIL

35. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The Company has established connectivity with both the Depositories i.e. National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") and the Demat activation number allotted to the Company is ISIN: INE443P01038. Presently shares are held in electronic and physical mode.

36. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review

37. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.

38. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE:

During the year under review, there were no application made or any proceeding pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

39. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high-performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Company''s Policy on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) of

the Act is available on the website of the Company at www.pervasiveindia.com

40. STATE OF COMPANY''S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation 34(2) (e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a detailed write up and explanation about the performance of the Company.

41. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution towards development of the Business and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors i.e. held on 24^th May, 2024, the performances of Executive and Non-Executive Directors were evaluated in terms of their contribution towards the growth and development of the Company. The achievements of the targeted goals and the achievements of the expansion plans were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the Company.

42. THE DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ONE TIME SETTLEMENT AND THE VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

43. ACKNOWLEDGEMENTS:

Your directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

---

Mar 31, 2014

Dear Members,

The Directors feel pleasure in presenting their 29th Annual Report together with the Audited Statements of accounts for the Financial Year ended on 31st March, 2014.

FINANCIAL RESULTS:

During the year under review, the Company has shown notable performance. The extracts of financial results 2013-14 are as under:

(Rs. In Lacs)

Particulars Current Year Previous Year 2013 - 14 2012 - 13 Rs. Rs.

Sales & Other Income 16.85 22.42

Financial Expenses 0.15 0.17

Depreciation 1.10 1.27

Profit / (Loss) Before Taxation (12.72) (8.61)

Provision for Income Tax NIL NIL

Provision for Deferred Tax NIL NIL

Profit after Taxation (12.72) (8.61)

Prior Period Adjustment NIL NIL

Transfer to General Reserve NIL NIL

Surplus brought forward (65.89) (57.27)

Balance Carried to Balance Sheet (78.61) (65.89)

OPERATIONS:

During the year, the company has maintained its business operations. However, the tough competitive market has decreased the profitability of the Company. The company anticipates more development in the business in the year to come. The suspension of BSE has been revoked and now the shares of Company are in tradable form at the Bombay Stock Exchange Limited.

DIVIDEND:

Due to lack of profits, the Directors do not recommend dividend.

DEPOSIT:

The Company has not accepted any deposits from Public under section 58A during the year under review.

DIRECTORS:

Mr. Gordhanbhai Patel, Director of the Company who is liable to retire by rotation at this Annual General Meeting and being eligible for reappointment, offers himself for reappointment. Mr. Shirish Patel and Mr. Hasmukh Modi, have resigned from the Company due to their preoccupation. Board takes on record their valuable contribution in the Company. During the year Mr. Bhavin kumar Arvid kumar Patel was appointed as Additional Director w. e. f. 19.02.2014 and on request from members received, his name is recommended for appointment as Director.

STATUTORY AUDITORS:

As per Section 139 of the Companies Act, 2013 and Rules as Companies (Audit & Auditors) rules, 2014, the statutory auditor of the Company, being chartered accountant shall hold the office in such capacity up to six years. Accordingly the term of office of M/s BPA & Co., Chartered Accountant, Ahmedabad, expires. Hence the board recommends the appointment of M/s Arpan Chudgar & Associates, Chartered Accountant, Ahmedabad as Statutory Auditor of the Company for the financial year 2014-15. The Company has received a letter to the effect that their appointment, if made, will be within the prescribed limits under section 139 (1) and section 141 of the Companies Act 2013. The said auditors will be appointed as the auditors of the Company at the ensuing Annual General Meeting. Hence, your Directors propose to appoint the Auditors as set out in the notice accompanying the Annual Accounts.

The observations contained in the Audi report submitted by M/s BPA & Co, Chartered Accountant, Ahmedabad are self explanatory and does not require any further explanation.

COMPLIANCE CERTIFICATE:

In pursuant to General Circular 08/2014 dated 04/04/2014 and sub section (1) of 383A of the Companies Act 1956 section and Companies (Compliance Certificate) Rules 2001, the Company has obtained Compliance Certificate from J. Akhani & Associates, Practicing Company Secretaries, Ahmedabad and that the Company has complied with the provisions of section 383A of the Companies Act 1956 and copy of such Compliance Certificate is annexed to this report.

ENVIRONMENT, HEALTH AND SAFETY

The Company accords the highest priority to health and environment and safety. The Company takes at most care for the employees and ensures compliance with the Environment Act.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement, the Company complies with all the conditions prescribed. As part of the Clause 49 requirement, Management Discussion and Analysis Report and Corporate Governance Report have been prepared and are annexed to Directors Report for the year 2013-14.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The directors declare and confirm:

(A) that in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(B) 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 at the end of the financial year ended on 31st March, 2014 and of the profit of the company for the that year.

(C) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records for the year ended 31st March 2014 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities.

(D) That the Directors have prepared the accounts for the financial year ended 31st March 2014 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSOPTION, FOREIGN EXCHANGE EARNIGS AND OUTGO:

The details relating to technology absorption and foreign exchange earnings and outgo as prescribed under the Companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are as under.

Sr. No Particulars Foreign Exchange outgo (INR)

2013-14 2012-13

1 Raw Materials imported 172685 145631

2 Travelling Expenses - -

PARTICULARS OF EMPLOYEES:

There is no employee in the Company drawing remuneration for which information is required to be furnished under section 217 (2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975 as amended.

APPRECIATION:

The Directors feel pleasure thanking all the stakeholders who have reposed their faith in the management and the company and for their valuable support and cooperation.

PLACE: AHMEDABAD BY ORDER OF THE BOARD FOR DATE: 30.05.2014 STARVOX ELECTRONICS LIMITED

JITENDRA MEHTA MANAGING DIRECTOR

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Mar 31, 2012

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Seventh Annual Report for the year ended 31st March, 2012.

FINANCIAL PERFORMANCE (Rs.)

Current Year Previous Year 2011-2012 2010-2011

Total Income 22,21,363 63,51,566

Financial Expenses 12,390 4,844

Depreciation 1,41,246 1,53,768

Pfofit/ (Loss) Before Taxation (7,48,500) 35,91,211

uQss: Provision for Income Tax NIL 7,65,000

Less: Provision for Deferred Tax NIL NIL

Profit After Taxation (7,48,500) 28,26,211

Less; Prior Period adjustment NIL NIL

Transfer to General Reserve NIL NIL

Surplus Brought Forward (49,78,778) (78,04,989)

Balance carried to balance Sheet (57,27,278) (49,78,778)

The sales and other income during the year has decreased from Rs.63,51,566/- to Rs. 22,21,363/- Your Directors are making strenuous efforts to enhance the sale of SMPS and other Products by concerted marketing efforts. Your Company has suffered a Loss of Rs.7,48,500/- in current year against a profit of Rs. 35,91,211/- in the previous year. The accumulated losses as at 31st March, 2012 stands increased to Rs.57,27,278/-,

With a view to conserve resources, your Directors have decided not to recommend any dividend on Equity Shares of the Company for the year under review.

DEPOSITS

The Company has not accepted any deposits to which the provisions of Section 58-A of the Companies

Act, 1956 and the relevant rules made thereunder are applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS JND

OUTGO

The particulars regarding Conservation of Energy and Technology Absorption pursuant to Section 217(1) (e) of the Companies Act, 1956 are Nil. The Company has spent foreign currency of Rs. 1,29,144/- on account of purchase of raw material, and Rs, 25,000/- on traveling expense,

PARTICULARS OF EMPLOYEES

There is no employee who is in receipt of remuneration exceeding the limits specified under Section 217(2A) of the Companies Act, 1956 and hence the information required there under is not given.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm;

a) that in the preparation of Annual Accounts, the applicable Accounting Standards except AS-2 regarding Valuation of Inventories, as reported by the Auditors, have been followed and that no material departures have been made from the same;

b) that they 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 at the end of the Financial year and of the Profit or Loss of the Company for that period;

c) that they 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;

d) That they have prepared the Annual Accounts on a Going concern basis

DIRECTORS

Mr. Gordhandas S. Patel and Mr. Hasmukh R. Modi, the Directors retire by rotation at this Annual General Meeting and being eligible, offer themselves for reappointment. Mr. Asit R. Shah was appointed as Additional director of the Company with effect from 20,h December, 2011. You are requested to accord your approval for their reappointments.

CORPORATE GOVERNANCE

The paid up Share Capital of the Company is less then Rs. 300 Lacs and therefore a report on Corporate Governance pursuant to clause 49 of the Listing Agreement is not annexed.

AUDITORS

M/s. BPA & Company, Chartered Accountants, Ahmedabad retires at the ensuing Annual General Meeting and is eligible for re-appointment. You are requested to re-appoint the said Auditors and fix their remuneration

The observations made by the Statutory Auditors of the Company in their report are dealt with in the notes on accounts of the company, which are self explanatory

COMPLIANCE CERTIFICATE

In accordance with section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001 the company has obtained a Certificate from a Secretary in Whole time Practice that the Company has complied with the provisions of the Companies Act, 1956 and a copy of such certificate is annexed to this report.

ACKNOWLEDGEMENT

The Board of Directors wishes to express its appreciation for the co-operation received from the Bankers, customers and the employees of the Company and look forward to their continued support in the years to come

Place : Ahmedabad For and on behalf of Board of Directors

Date : 30th May,2012 Jitendra C. Mehta

Chairman and Managing Director

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Mar 31, 2010

The Directors present herewith their Twenty Fifth Annual Report for the year ended 31st March 2010 together with the Audited Accounts and the Auditors Report thereon.

FINANCIAL RESULTS (Rs.)

Current Year Previous Year

2009-2010 2008-2009

Total Income 15,84,612 28,93,257

Financial Expenses

Depreciation 2,09,611 2,18,242

Profit/ (Loss) Before Taxation (8,74,997) 1,97,093

Less: Provision for Income Tax NIL NIL

Less: Provision for Deferred Tax NIL NIL

Less: Fringe Benefit Tax NIL (8,497)

Profit After Taxation (8,74,997) 1,88,596

Less; Prior Period adjustment NIL NIL

Transfer to General Reserve NIL NIL

Surplus Brought Forward (69,29,992) (71,18,588)

Balance carried to balance Sheet (78,04,989) (69,29,992)

The sales and other income during the year has decreased from Rs. 28,93,257 to Rs. 15,84,612. Your Directors are making additional efforts to enhance the sale of SMPS and other Products by concerted marketing efforts. Your Company has current year loss of Rs.8,74,997/- against profit of Rs. 1,88,596/- of the previous year. The accumulated losses as at 31st March, 2010 stands increased to Rs. 78,04,989/- from 69,29,992/-.

In view of accumulated losses, your Directors express their inability to recommend any dividend on Equity Shares of the Company for the year under review.

Pursuant to the authority granted by the members at the Extraordinary General meeting held on 4th June, 2010, the Company has sold its factory premises without significant disturbances in the business activities at Gandhinagar and shifted its Registered office and works to Ahmedabad.

DEPOSITS

During the year, the Company has not accepted any deposits pursuant to the provisions of Section 58- A of the Companies Act, 1956 and rules made thereunder.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding conservation of energy in Form-A are not applicable, as the Company is engaged in manufacturing and assembly of Electronic Items. During the year; the Company has spent Foreign Currency of Rs. 37,698 on account of Purchase of Raw Materials.

PARTICULARS OF EMPLOYEE

There is no employee, who is in receipt of remuneration exceeding the limits specified under Section 217 (2-A) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the account for the financial year ended 31st March, 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 under review.

3) The Directors have taken proper and sufficient care for the maintenance of adequate record 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.

4) The Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

DIRECTORS

Shri Shirish G. Patel and Shri Hasmukh R. Modi, Directors retire by rotation and being eligible offer themselves for reappointment.

You are requested to re-appoint them.

Shri Rajan A Patel ceased to be a Director of the Company on account of death w.e.f. 06/11/2009.

The Board of Directors places on record its appreciation of services and guidance provided by him during his association with the company.

CORPORATE GOVERNANCE

The paid up Share Capital of the Company is less than Rs. 300 Lacs and therefore a report on Corporate Governance pursuant to clause 49 of the Listing Agreement is not annexed.

AUDITORS

M/S BPA & Company, Chartered Accountants, Ahmedabad the statutory Auditors retire at the ensuing Annual General Meeting. You are requested to reappoint them and fix their remuneration.

COMPLIANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules, 2001, the Company has obtained a Certificate from a Secretary in Whole-time Practice that the Company has complied with the provisions of the Companies Act, 1956 and a copy of such certificate is annexed to this report.

AUDITORS REPORT

With regards to auditors observations in their report the Company has made valuation of Stock - In -

Trade at cost as the market value of such Stock in Trade is not ascertainable and it is regular practice since many years. It has no material impact on valuation.

APPRECIATION

The Board of Directors places on record its appreciation for the services and support provided by the Employees of the Company and the co-operation received from the Bankers, Government Departments, Customers and other associates and look forward to their continued support in the years to come.



For and on behalf of Board of Directors

Place : Ahmedabad Jitendra C.Mehta

Date : 30th July 2010 Chairman