Your Directors are pleased to present to you the 22nd Annual Report on the business and operations of the Company along with
the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31st March, 2026 ("FY").

1. FINANCIAL PERFORMANCE

Highlights of the Company''s financial performance for the year ended 31st March, 2026 are as under:

a) Standalone Financial Results

b) Consolidated Financial Results

c) PERFORMANCE DURING THE YEAR & STATE OF THE
COMPANY''S AFFAIRS:Standalone:

We registered annual Revenue from Operations
of 63672.73 Lacs in FY 2026 compared to 58,730.41
Lacs in FY 2025. Profit before Tax for FY 2026 stood
at 4736.91 Lacs compared to 4528.68 Lacs from
FY 2025. During the year, SRPSL made strategic
investments during the year in strengthening its
field force and enhancing marketing capabilities.
These initiatives are designed to deepen customer
engagement, broaden market reach, and create
a scalable platform for future growth. While such
investments are expected to generate long¬
term benefits, they also reaffirm the Company''s
commitment to building enduring value for all
stakeholders.

Backed by a strong foundation, a dedicated
workforce, and a clear growth strategy, the
Company remains optimistic about its future
outlook. The Board is confident that the Company
will continue to grow from strength to strength,
delivering sustainable growth while maintaining
the highest standards of profitability, governance,
compliance, and social responsibility.

Consolidated:

We registered annual Revenue from Operations of
67,163.68 Lacs in FY 2026 compared to 67,443.62
Lacs in FY 2025. Profit before Tax for FY 2026 stood
at 4042.30 Lacs compared to 4,480.56 Lacs from
FY 2025.

2. FINANCIAL PERFORMANCE OF KEY SUBSIDIARIESI. Rebreathe Medical Devices India Private Limited

During the year under review, the total revenue of
our Company for the year ended 31st March, 2026
was 3,171.38 Lacs as compared to 9841.22 Lacs
revenue from operations during the previous year.
The PBT of the Company for the year under review
stood at 54.05 Lacs as compared to a PBT of 136.72
Lacs during the previous year.

II. Hertz and Pixelz Private Limited (Formerly
Known as Techbec Green Energy Private
Limited) ("HPPL")

During the year under review, the total revenue of
our Company for the year ended 31st March, 2026
was 1339.39 Lacs as compared to Nil revenue from
operations during the previous year. The PBT of
the Company for the year under review stood at
222.89 Lacs as compared to a Loss of (0.12) Lacs
during the previous year.

III. Servotech EV Infra Private Limited (''''SEIPL'''')

During the year under review, the total revenue
of our Company for the year ended 31st March,
2026 was 117.22 Lacs as compared to 249.59 Lacs
revenue from operations during the previous year.
The PBT of the Company for the year under review
stood at Loss of (165.81) Lacs as compared to a
Loss of (156.48) Lacs during the previous year.

IV. Servotech Sports and Entertainment Private
limited ("SSEPL")

During the year under review, the total revenue
of our Company for the year ended 31^st March,
2026 was 735.75 Lacs as compared to 465.51Lacs
revenue from operations during the previous year.
The PBT of the Company for the year under review
stood at 19.22 Lacs as compared to a loss of (9.46)
Lacs during the previous year.

3. SHARE CAPITAL

a) Authorised Share Capital

As on 31^st March, 2026 Authorized Share Capital of
the Company stood at Rs. 50,00,00,000/-(Rupees
Fifty Crores only) divided into 50,00,00,000 (Fifty
Crores) equity shares of face value of Rs. 1/-
(Rupees One Only).

b) Paid-up Share Capital

At the beginning of the Financial Year 2025-26,
the paid-up share capital of the Company stood
at Rs. 22,46,45,348/- (Rupees Twenty Two Crore
Forty Six Lakh Forty Five Thousand Three Hundred
Forty Eight Only) comprising 22,46,45,348 (Twenty
Two Crore Forty Six Lakh Forty Five Thousand Three
Hundred Forty Eight) equity shares of Re. 1/- each.

The Company had, pursuant to the approval
of the shareholders obtained through Postal
Ballot on 17th December, 2023, issued convertible
warrants to Promoters and Persons other than
Promoters. During the Financial Year 2025-26,

2.00. 000 warrants were converted into 2,00,000
equity shares of Re. 1/- each on 07th April, 2025 and

10.00. 000 warrants were converted into 10,00,000
equity shares of Re. 1/- each on 27th June, 2025.

Accordingly, the paid-up share capital of the
Company increased from Rs. 22,46,45,348/-
(Rupees Twenty Two Crore Forty Six Lakh Forty
Five Thousand Three Hundred Forty Eight Only),
comprising 22,46,45,348 equity shares of Re. 1/-
each, to Rs. 22,58,45,348/- (Rupees Twenty Two
Crore Fifty Eight Lakh Forty Five Thousand Three
Hundred Forty Eight Only), comprising 22,58,45,348
equity shares of Re. 1/- each.

As on 31^st March, 2026, the paid-up share capital
of the Company stood at Rs. 22,58,45,348/-
(Rupees Twenty Two Crore Fifty Eight Lakh Forty
Five Thousand Three Hundred Forty Eight Only)
comprising 22,58,45,348 (Twenty Two Crore Fifty
Eight Lakh Forty Five Thousand Three Hundred
Forty Eight) equity shares of Re. 1/- each.

4. DETAILS OF PREFERENTIAL ISSUE

Pursuant to the approval of the shareholders obtained
through Postal Ballot on 23rd October, 2024, the
Company had allotted 58,50,000 warrants on a
preferential basis to Ms. Sarika Bhatia, Promoter of the
Company, on 10th December, 2024, in accordance
with the provisions of Sections 23(1)(b), 42 and 62(1)(c)
of the Companies Act, 2013 read with the Companies
(Prospectus and Allotment of Securities) Rules, 2014, the
Companies (Share Capital and Debentures) Rules, 2014,
the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The warrants were convertible into an equivalent
number of equity shares of the Company having a
face value of Re. 1/- each at an issue price of ^167.40
per warrant. Pursuant to the terms of the preferential
issue, the Company received an upfront amount
of ^24,48,22,500/-, representing 25% of the total
consideration payable on the warrants.

The warrant holder did not exercise the option for
conversion of the warrants into equity shares within
the stipulated period of 18 months from the date of
allotment, with June 9, 2026 being the last date for
exercising such option. Accordingly, the warrants lapsed
with effect from June 10, 2026 and, in accordance with
the applicable provisions of the SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018 and
the terms of issue, the upfront amount of ^24,48,22,500
received by the Company at the time of allotment of the
warrants stood forfeited with effect from June 10, 2026.

5. DETAILS OF EMPLOYEES STOCK OPTION PLAN (ESOP-
2022)

To encourage employee participation in the Company''s
growth and align their interests with long-term value
creation, the Company implemented the ESOP-2022
scheme.

During the Financial Year 2025-26, no stock options were
granted, vested, exercised, lapsed or allotted under
ESOP-2022.

6. DIVIDEND

During the year under review, the Board of Directors
have proposed to recommend Final dividend of Re 0.02
per Equity Share of Face Value of 1 /- (Rupees One Only)
for the Financial Year ended 31st March, 2026 subject to
the approval of members at the ensuing Annual General
Meeting upon deduction of TDS.

In view of the changes made under the Income-Tax Act,
1961, by the Finance Act, 2020, dividends paid or distributed
by the Company shall be taxable in the hands of the
shareholders. The Company had, accordingly, made
the payment of the interim dividend after deduction of
tax at source, at the rates as prescribed and the final
dividend shall also be dealt accordingly.

Further, pursuant to the applicable provisions of the
Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
("the IEPF Rules"), all unpaid or unclaimed dividends
are required to be transferred by the Company to
the IEPF established by the Government of India, after
completion of seven years.

Further, according to the IEPF Rules, the shares on
which dividend has not been paid or claimed by the
shareholders for seven consecutive years or more
shall also be transferred to the demat account of the
IEPF Authority. However, the Company had declared
Dividend for the first time in the Financial Year 2021-2022
and seven years have not elapsed from the date of
declaration and payment of dividend the requirement
of transfer of unpaid dividend and the shares on which
dividend has not been paid or claimed, to Investor
Education and Protection Fund (IEPF) is not applicable
to the Company.

Dividend Distribution Policy

The Dividend Distribution and Shareholder Return Policy,
in terms of Regulation 43A of the SEBI Listing Regulations
is available on Company''s website at https://www.
servotech.in/blog/wp-content/uploads/2026/04/
Dividend-Distibution-Policy.pdf

7. CHANGE IN THE NATURE OF BUSINESS

For sustained growth in the future, Company wants to
rely on the main business (es) of Company.

There is no change in the nature of the business of the
Company during the year.

8. TRANSFER TO RESERVE

As permitted under the Act, the Board does not propose
to transfer any amount to General Reserves. The closing
balance of the retained earnings of your Company for
FY 2025-26, after all appropriations and adjustments,
was 9,805.09 lakh.

9. DEPOSITS

The Company has not accepted any deposits covered
under Chapter V of the Companies Act, 2013 during the
financial year 2025-26.

10. SHIFTING OF THE REGISTERED OFFICE

During the financial year, the Company shifted its
registered office from 806, 8th Floor, Crown Heights,
Hotel Crown Plaza, Sector-10, Rohini, New Delhi - 110085
to KHATA No. 1970, Khewat No. 1672, Khasra No. 21/20/2/2,
Revenue Estate, Kundli, Sonipat, Haryana - 131029, with
effect from 11th August 2025. The said shift was carried
out pursuant to the approval of shareholders obtained
through Postal Ballot on 4th December 2024 and the
order of the Regional Director received on 18^th July 2025.

11. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE
COMPANIES

As on 31^st March, 2026 The Company have 6 (Six)
Subsidiaries, 2 (Two) Step Down Subsidiaries and 1 (One)
Associates Company.

There has been no material change in the nature of
the business of the subsidiaries except Hertz and Pixelz
Private Limited.

I. Rebreathe Medical Devices India Private Limited
("RMDIPL"):

A Private Limited Company vide CIN:

U33119DL2021PTC383180 incorporated on 5th July,

2021. The Holding Company has 95% shareholding
in the Subsidiary.

II. Techbec Industries Limited ("TIL")

A Public Limited Company vide CIN:

U31900DL2022PLC404516 incorporated on 13th
September, 2022. The Holding Company has 63.5%
shareholding in the Subsidiary Company and the
company was Strike-off as on 05.08.2025.

III. Hertz and Pixelz Private Limited (Formerly
Known As Techbec Green Energy Private
Limited) ("HPPL")

A Private Limited Company vide CIN:

U27201DL2023PTC417728, incorporated as a
wholly-owned subsidiary on 27th July, 2023. After
dilution, the Holding Company holds 50.99% of the
equity share capital of HPPL.

During the Financial Year 2025-26, HPPL entered
into a Business Transfer Agreement (BTA) as
on 10.09.2025 for acquisition of the business
undertaking of "Hertz and Pixelz", a proprietorship
concern, on a going concern basis. Pursuant to
the acquisition, the Company has undertaken the
business activities previously carried out by the
proprietorship concern.

Consequently, the name of the Company was
changed from "Techbec Green Energy Private
Limited" to "Hertz and Pixelz Private Limited" and
its objects clause was altered to align with the
acquired business activities. The acquisition is
expected to strengthen the Company''s presence
in the advertising, media, branding, digital
marketing and related business segments.

The said changes were carried out in compliance
with the applicable provisions of the Companies
Act, 2013 and there has been no material adverse
impact on the operations of the Company.

IV. Servotech EV Infra Private Limited (''''SEIPL'''')

A Private Limited Company vide CIN:
U33200DL2023PTC422574 incorporated as a
wholly-owned subsidiary on 10th November, 2023.
After Dilution the Holding Company has 94.28%
shareholding in the Subsidiary.

V. Servotech Sports and Entertainment Private
limited("SSEPL")

A Private Limited Company vide CIN:
U93190DL2024PTC431924 incorporated as a
subsidiary with the holding of 74.80% on 28th May,
2024. After Dilution the Holding Company has
61.74% shareholding in the Subsidiary.

VI. Servotech Foundation

A Section 8 Company vide: CIN:

U88900DL2025NPL460538 incorporated as a

wholly-owned subsidiary on 26th December, 2025
and Holding Company has 100% shareholding in
the Subsidiary.

VII. Servotech Renewable International FZCO

(Foreign subsidiary)

The Company, bearing Registration No. 68781,
was incorporated as a foreign subsidiary on 11th
October, 2025. The Holding Company holds 75.00%
of the shareholding in the said subsidiary.

VIII. Servotech Siliguri Strikers Private Limited
("SSSPL") (Step Down Subsidiary)

A Private Limited Company vide CIN:
U93190DL2025PTC444121 incorporated as a
wholly-owned subsidiary of Servotech Sports and
Entertainment Private limited on 06th March, 2025.
After Dilution the Holding Company has 74.21%
shareholding in the Subsidiary.

IX. Dream League of India (H0) Private Limited
("DLIPL") (Step Down Subsidiary)

A Private Limited Company vide CIN:
U93120DL2025PTC447280 incorporated as a
wholly-owned subsidiary of Servotech Sports and
Entertainment Private limited on 26th April, 2025.
After Dilution the Holding Company has 65.31%
shareholding in the Subsidiary.

X. Rhine Solar Limited (Associate Company)

Rhine Solar Limited (CIN: U40300DL2014PLC273427)
is a Public Limited Company engaged in the
renewable energy sector.

During the Financial Year 2025-26, the Company
identified a strategic investment opportunity in
Rhine Solar Limited to strengthen its presence and
capabilities in the renewable energy segment.

Pursuant thereto, the Company entered into a
Share Purchase Agreement ("SPA") dated 20th
June, 2025 with Rhine Solar Limited for acquisition
of up to 27% of the post-money equity share
capital of Rhine Solar Limited at a mutually agreed
valuation, as specified in the said agreement.

The acquisition of equity shares was carried out
in a phased manner. Upon completion of the final
tranche of allotment on 23rd February, 2026, the
Company acquired an aggregate holding of 27%
of the equity share capital of Rhine Solar Limited.

Consequently, Rhine Solar Limited became an
Associate Company of the Company within the
meaning of Section 2(6) of the Companies Act,
2013 with effect from 14th November, 2025.

The said investment forms part of the Company''s
long-term strategic growth initiatives and
is expected to create synergies in solar
manufacturing, renewable energy solutions and
allied business activities.

The annual accounts of the subsidiaries shall
also be kept for inspection by any shareholder
in the Registered Office of the Company and the
respective offices of its Subsidiary Companies.

Our Company has formulated a policy for determining
material subsidiaries. The policy is available on your
Company''s website at https://investor.servotech.in/
corporatR-govRrnance/policiRs.php

Pursuant to Section 134 of the Act read with rules
made thereunder, the details of developments
at the level of subsidiaries and joint ventures of
your Company are covered in the Management
Discussion and Analysis Report, which forms part
of this Integrated Annual Report.

Further, pursuant to the provisions of Section 136 of
the Act, the financial statements of the Company,
consolidated financial statements along with
relevant documents and separate audited
financial statements in respect of subsidiaries,
are available on the Company''s website at www.
servotech.in at Investors Tab.

12. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 12 (Twelve) meetings of the
Board of Directors were held. For details of the meetings
of the Board, please refer to the Corporate Governance
Report, which forms part of this Report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2026 the Board comprised of Total 10
(Ten) Directors, 3 (Three) Executive Directors, 1 (One)
Non-Executive Director Non Independent Director and
6 (Six) Independent Directors. Out of the total 6 (six)
Independent directors, 1 (one) is Woman Independent
director.

appointment/cessation/change in designation
of directors and key managerial personnel

During the Financial Year 2025-26, the following changes
took place in the composition of the Board of Directors
and Key Managerial Personnel of the Company:

I. Mr. Girish Kumar Ahuja (DIN: 00446339) was
appointed as an Additional Director (Non¬
Executive Independent Director) of the Company
with effect from 06^th May, 2025. Subsequently, his
appointment as an Independent Director was
approved by the shareholders through Postal
Ballot on 31st July, 2025.

II. Mr. Digvijay Kapoor (DIN: 11146998) was appointed
as an Additional Executive Director (Human
Resources) of the Company with effect from
10^th June, 2025. Thereafter, his appointment was
approved by the shareholders through Postal
Ballot on 31^st July, 2025 and Subsequent to the
Close of the Financial Year 2025-26, he resigned
from the Board of Directors of the Company with
effect from 23^rd July, 2026.

III. Dr. Yogita Patra (DIN: 11168879) was appointed as
an Additional Director (Non-Executive Woman
Independent Director) of the Company with
effect from 27^th June, 2025. Subsequently, her
appointment as an Independent Director was
approved by the shareholders through Postal
Ballot on 31^st July, 2025.

IV. Dr. Prabhat Kumar (DIN: 06415793) was appointed
as an Additional Director (Non-Executive
Independent Director) of the Company with
effect from 09th December, 2025. Subsequently,
his appointment as an Independent Director was
approved by the shareholders through Postal
Ballot on 06^th March, 2026.

V. Mr. Meenakshisundaram Kolandaivel (DIN:
09854605) was re-appointed as a Non-Executive
Independent Director of the Company with effect
from 30th January, 2026. His re-appointment
was approved by the shareholders through Postal
Ballot on 06^th March, 2026.

VI. Subsequent to the close of the Financial Year
2025-26, Mr. Vikas Bhatia resigned from the
position of Chief Financial Officer (CFO) of the
Company with effect from 31^st March, 2026.
Further, Mr. Vipin Kaushik was appointed as the
Chief Financial Officer (CFO) of the Company with
effect from 01^st April, 2026.

VII. Subsequent to the close of the Financial Year 2025¬
26, Mr. Mrityunjay Kumar Jha was appointed as
the Whole time director designated as Executive
Director (Administration) of the Company with
Effect from 24^th July,2026.

Other than the changes mentioned above, there were
no changes in the composition of the Board of Directors
and Key Managerial Personnel of the Company during
the year under review.

RE-APPOINTMENT OF DIRECTOR(S) RETIRING BY
ROTATION

Directors Retire by Rotation: Mr. Rajesh Mohan Rai, Non¬
Executive -Non independent Director (DIN: 09050751),
of the company is liable to retire by the rotation at the
22nd Annual General Meeting of the company pursuant
to section 152 of the companies Act, 2013, read with
Companies (Appointment and Qualification of Directors)
Rule, 2014 (including any statutory modification(s) or re-
enactment(s) thereof for the time being in force) and
being eligible, for re-appointment.

KEY MANAGERIAL PERSONNEL:

As on the date of this report, following are Key Managerial
Personnel ("KMPs") of the Company as per Sections 2(51)
and 203 of the Act:

1. Mr. Raman Bhatia-Managing Director

2. Mr. Vipin Kaushik- Chief Financial Officer

3. Ms Rupinder Kaur -Company Secretary

4. Ms Sarika Bhatia - Whole-Time Director

5. Mr. Mrityunjay Kumar Jha - Whole-Time Director

14. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted
their disclosures to the Board that they fulfil all the
requirements as stipulated in Section 149(6) of the
Companies Act, 2013 and Regulation 16 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, so as to qualify themselves continue
to be appointed as Independent Directors under
the provisions of the Companies Act, 2013 and the
relevant rules thereof. In the opinion of the Board, they
fulfil the condition for appointment/re-appointment
as Independent Directors on the Board. Further, in the
opinion of the Board, the Independent Directors also
possess the relevant attributes of integrity, expertise
and experience as required to be disclosed under Rule
8(5) (iii) (iiia) of the Companies (Accounts) Rules, 2014.

15. DIRECTORS RESPONSIBILITY STATEMENT

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

a) In the preparation of annual accounts for the
financial year ended 31st March, 2026, the
applicable accounting standards have been
followed and there are no material departures;

b) 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 as at 31st March, 2026 and
of the profit of the Company for that period;

c) They have taken proper and sufficient care for
their maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company

and for preventing and detecting fraud and other
irregularities;

d) They have prepared the annual accounts on a
going concern basis;

e) They have laid down internal financial controls to
be followed by the Company and such internal
financial controls are adequate and operating
effectively; and

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

16. AUDITORS AND AUDITOR''S REPORT

i. STATUTORY AUDITORS

In accordance with the provisions of section
139 of the Companies Act, 2013, M/s. Rohit KC
Jain and Co., Chartered Accountants (Firm
Registration No. 020422N), were appointed as the
Statutory Auditors for a period of 5 (five) years
commencing from the conclusion of the 18th AGM
till the conclusion of the 23rd AGM. M/s. Rohit KC
Jain and Co., Chartered Accountants is a leading
professional services firm engaged in the field
of audit, taxation, risk and transaction advisory
services.

M/s. Rohit KC Jain and Co., Chartered Accountants
have consented to the said appointment, and
confirmed that their appointment, would be within
the limits mentioned under Section 141(3)(g) of
the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014. Further, they
have confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of
Chartered Accountants of India (ICAI).

The Audit Committee and the Board of Directors
recommended the appointment of M/s. Rohit KC
Jain and Co., Chartered Accountants, as Statutory
Auditors of the company from the conclusion of
the 18^th AGM till the conclusion of the 23^rd AGM.

In accordance with the provisions of the
Companies (Amendment) Act, 2017, the
requirement related to annual ratification
of appointment of statutory auditors by the
members has been omitted. Hence, the resolution
for ratification of appointment of M/s. Rohit KC Jain
and Co., Chartered Accountants as the statutory
auditor, whose appointment was approved by
the members in the 18^th AGM for a term of five
consecutive years i.e. till the conclusion of the 23rd
AGM, has not been put for motion as an ordinary
business in the 22^nd AGM.

The Auditors'' Report for financial year 2025-2026
on the financial statements forms part of this
Annual Report. The Auditors have also furnished
a declaration confirming their independence as

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

Auditors'' Report and the Notes on financial
statements referred to in the Auditors'' Report are
self-explanatory and do not call for any further
comments. The Auditors'' Report does not contain
any qualification, reservation or adverse remark.

ii. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, M/s R & D Company Secretaries,
Practicing Company Secretaries, were appointed
as the Secretarial Auditors of the Company,
based on the recommendation of the Board of
Directors and with the approval of the Members
at the Annual General Meeting held on September
30, 2025, for a term of five consecutive financial
years commencing from the Financial Year 2025¬
26 to the Financial Year 2029-30.

The Secretarial Audit Report in Form MR-3 for the
Financial Year ended March 31, 2026 forms part
of this Report as Annexure-I. The Secretarial
Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.

iii. COST AUDITOR

As per Section 148 of the Act read with Companies
(Cost Records and Audit) Rules 2014, M/s NN
Sharma & Associates, Cost Accountants (Firm
Registration No. 101702) as the Cost Auditors,
have been re-appointed as Cost Auditors for
the financial year 2026-27 to conduct cost audit
of the accounts maintained by the Company in
respect of the various products prescribed under
the applicable Cost Audit Rules. The remuneration
of Cost Auditors has been approved by the
Board of Directors on the recommendation of
Audit Committee. The requisite resolution for
ratification of remuneration of Cost Auditors
by members of the Company has been set out
in the Notice of ensuing AGM. The Cost Auditors
have certified that their appointment is within the
limits of Section 141(3) (g) of the Act and that they
are not disqualified from appointment within the
meaning of the said Act.

The Cost Audit Report for the financial year 2025¬
26, issued by M/s NN Sharma & Associates, Cost
Accountants, in respect of the various products
prescribed under Cost Audit Rules. There were
no observations (including any qualification,
reservation, adverse remark or disclaimer) of

the Cost Auditors in the Report issued by them
for the financial year 2025-26 which call for any
explanation from the Board of Directors.

17. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY
QUALIFICATION, RESERVATION OR ADVERSE REMARK OR
DISCLAIMER MADE BY THE STATUTORY AUDITORS AND
THE SECRETARIAL AUDITOR IN THEIR REPORTS

There were no qualifications, reservations, adverse
remarks or disclaimers made by the Statutory Auditors
in their Audit Report or by the Secretarial Auditor except
the observations of the Secretarial Auditor relating to
Form MGT-14 and the fine levied by NSE under Regulation
17(1A) are self-explanatory. The Company is taking the
necessary corrective measures.

18. DISCLOSURE ON COST RECORDS

Pursuant to provisions of Section 134 of the Act read
with Rule 8(5) of the Companies (Accounts) Rules, 2014
it is confirmed that maintenance of cost records as
specified by the Central Government under sub-section
(1) of section 148 of the Act, is required by the Company
and accordingly such accounts and records are made
and maintained.

19. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost
Auditors and Secretarial Auditors have not reported any
instances of frauds committed in the Company by its
Officers or Employees, to the Audit Committee under
Section 143(12) of the Act, details of which needs to be
mentioned in Director''s Report.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report,
highlighting the performance and prospects of the
Company''s business, forms integral part of the Annual
Report.

21. FORMAL ANNUAL EVALUATION

Pursuant to applicable provisions of the Act and the
Listing Regulations, the Board, in consultation with
the Nomination and Remuneration Committee, has
formulated a framework containing, inter-alia, the
criteria for performance evaluation of the entire Board of
the Company, its Committees and individual directors,
including Independent Directors and the chairmen
of the Board. The framework is monitored, reviewed
and updated by the Board, in consultation with the
Nomination and Remuneration Committee, based on
need and new Compliance requirements.

The Board evaluation exercise for financial year 2025-26
was carried out by way of internal assessments done
based on a combination of detailed questionnaires and
verbal discussions.

I. Performance evaluation of the Board and
Committees

The performance of the Board was evaluated by
the Board Members after considering inputs from
all the Directors primarily on:

i) Board composition and quality with

emphasis on its size, skill, experience and
knowledge of members;

ii) Periodic review of Company''s

management and internal control system

for appropriateness and relevance;

iii) Board process and procedure with
emphasis on the frequency of meetings,
attendance thereof, flow of information;

iv) Oversight of Financial Reporting process
including Internal Controls and Audit
Functions;

v) Engagement in Corporate Governance,
ethics and compliance with the Company''s
code of conduct.

The Board evaluated the performance of the
Committees on the following parameters:

i) Appropriateness of size and composition;

ii) Clarity of mandate and well-defined
agenda;

iii) Reporting to the Board on the Committee''s
activities;

iv) Availability of appropriate internal and
external support or resources to the
Committees.

II. Performance Evaluation of Individual Directors

The performance evaluation of the Individual
Directors were carried out by the Board and other
Individual Directors, considering aspects such as:

i) Sufficient knowledge of Company strategy
and objective;

ii) Understand their role as Director, as distinct
from management;

iii) Adequate and productive use of knowledge
and experience of the Independent
Directors for the functioning of Board;

iv) Efforts for professional development
to enable better fulfilment of their
responsibilities;

v) Ask questions/critique proposals with
confidence;

vi) Open and effective participation in Board
discussions;

vii) Keep stakeholder interest as the touchstone
in endorsing decisions.

III. Performance Evaluation of Chairman

i) Display of effective leadership qualities and
skill;

ii) Implementation of observations/
recommendations of Board Members;

iii) Effective and timely resolution of grievances
of Board Members;

iv) Ability to bring convergence in case of
divergent views and conflict of interest
situation tabled at Board Meetings;

IV. Evaluation Outcome

The evaluation revealed that the timely sharing of
information with the Board, the drafting of agenda
notes and their content, as well as the drafting of
the minutes, were all deemed to be satisfactory.

The way the business issues of the company were
handled satisfied every Board Member.

22. COMMITTEES OF THE BOARD OF DIRECTORS

Your Company has following Committees of Board of
Directors:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders'' Relationship Committee;

4. Corporate Social Responsibility Committee;

5. Committee of Board of Directors; and

6. Risk Management Committee

The role and composition of these Committees, including
the number of meetings held during the period under
review and the related attendance, are provided under
Corporate Governance Report which forms part of the
Annual Report.

23. MATERIAL CHANGES

Subsequent to the close of the financial year ended
March 31, 2026, 58,50,000 warrants allotted on a
preferential basis to Ms. Sarika Bhatia, Promoter of the
Company, lapsed with effect from June 10, 2026, as
the option for conversion into equity shares was not
exercised within the stipulated period of 18 months.
Consequently, the upfront amount of ^24,48,22,500
received by the Company stood forfeited in accordance
with the terms of issue and applicable provisions of the
SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018.

Further, the Company detected an internal fraud
involving two employees and an external party
relating to unauthorized removal of inventory
and alleged forgery of tax invoices. Based on the
preliminary assessment, the estimated financial
impact is approximately ^2.00 crore to ^2.50 crore.
The matter has been reported to the appropriate law
enforcement authorities and is under investigation.
The Company is undertaking a forensic review to
ascertain the final financial impact and shall take
appropriate action based on the outcome thereof.

Except as stated above, no material changes and
commitments affecting the financial position of the
Company have occurred between the end of the
Financial Year and the date of this Report.

24. RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as
defined under Section 2(76) of the Companies Act,
2013 and Regulation 23 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, ("Listing Regulations"),
during the Financial Year under review were in the
ordinary course of business and at an arm''s length
pricing basis and do not attract the provisions of
Section 188 of the Companies Act, 2013. There were no
transactions with related parties in the Financial Year
which were in conflict with the interest of the Company
and requiring compliance of the provisions of Regulation
23 of the Listing Regulations.

Suitable disclosure as required by the Indian Accounting
Standards (Ind AS 24) are mentioned in the Notes which
forms integral part of the Financial Statements.

The Company has formulated a policy on the materiality
of Related Party Transactions and dealing with Related
Party Transactions which has been uploaded on the
website of the Company and can be accessed at https://
www.sRrvotRch.in/blog/wp-content/uploads/2026/04/
RelatRd-Party-Transaction-policy-2.pdf.

The particulars of related party transactions in
prescribed Form AOC-2 are attached as "Annexure-2".

Pursuant to Regulation 23(9) of the Listing Regulations,
Company has filed half yearly report on Related Party
Transactions with the stock exchanges.

25. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal financial control
procedures commensurate with its size and nature of
business.

The Company has appointed Internal Auditors who
periodically audit the adequacy and effectiveness of
the internal controls laid down by the management and
suggest improvements.

The Audit Committee of the Board of Directors approves
the annual internal audit plan and periodically reviews
the progress of audits as per approved audit plans
along with critical internal audit findings presented
by internal auditors, status of implementation of audit
recommendations, if any, and adequacy of internal
controls.

The detailed statement about adequacy of Internal
Financial Controls is given in Point No. 11 of the
Management Discussion and Analysis Report, which
forms an integral part of this Annual Report.

26. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There are no significant material orders passed by
the Regulators or Courts or Tribunals impacting the
going concern status of the Company and its future
operations.

27. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNING AND
OUTGO AND RESEARCH & DEVELOPMENT

In accordance with the requirements of Section 134 (3)
(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014, a statement
showing particulars with respect to Conservation of
Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo is annexed hereto as Annexure-3
and forms part of this report.

28. CORPORATE SOCIAL RESPONSIBILITY

Company is committed towards its Corporate Social
Responsibility (CSR). The Company has crossed
the threshold limit provided under Section 135 of
the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014
relating to Corporate Social Responsibility (CSR) hence,
CSR is applicable to the company. Details about the CSR
policy and initiative taken by the company during the

year are available on the website at web link: https://
www.servotech.in/blog/wp-content/uploads/2026/04/
Corporate-Social-Responsibility.pdf

The annual report on Our CSR activities is appended as
Annexure-4 which forms part of this Report.

29. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy and
has established the necessary vigil mechanism for its
employees and Directors to report concerns about any
unethical and improper activity. No person has been
denied access to the Chairman of the Audit Committee.
The Whistle Blower policy is uploaded on the website
of the Company at https://www.servotech.in/blog/wp-
content/uploads/2026/05/Whistle-Blower-Policy.pdf

The Audit Committee monitors and reviews the
investigations of the whistle blower complaints. During
the year under review, no complaints were received
under Whistle Blower Policy

30. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on 31^st March 2026
is available on the website of the Company and can be
accessed at https://investor.servotech.in/financials/

31. SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial
Standards issued by the Institute of Company
Secretaries of India.

32. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS MADE BY THE COMPANY

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Act, are given
in the notes to the Financial Statements.

33. PARTICULARS OF EMPLOYEES

The details required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
in respect of Directors, KMPs and other employees of
the Company, are given in Annexure-5 of this Board''s
Report.

During the year ended 31^st March, 2026, the Company
did not have any employee, who is in receipt of
remuneration of Rs. 8,50,000/- per month or Rs. 1,02,00,000
per annum and hence the Company is not required to
provide information under Sub rule 2 and 3 of Rule 5
of the companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

However, in terms of first provision of section 136(l) of the
Act, the Annual Report and Accounts are being sent to
the members and others entitled thereto, excluding the
aforesaid information. The said information is available
for inspection by the members at the Registered Office
of the Company during business hours on working days
up to the date of the ensuing Annual General Meeting.
If any member is interested in obtaining a copy thereof,
such member may write to the Company Secretary at
email id [email protected].

34. NOMINATION AND REMUENRATION POLICY

The Nomination and Remuneration Policy of the
Company, inter alia, provides that the Nomination and
Remuneration Committee shall:

i) formulate the criteria for Board membership,
including the appropriate mix of Executive & Non¬
Executive Directors and Board Diversity;

ii) approve and recommend compensation
packages and policies for Directors, Key
Managerial Personnel and Senior Management
Personnel;

iii) lay down the effective manner of performance
evaluation of the Board, its Committees and the
Directors; and

iv) such other matters as provided under section
178 of the Act and under the provisions of Listing
Regulations.

The salient features of the Nomination and Remuneration
Policy of the Company are outlined in the Corporate
Governance Report which forms part of this Annual
Report. The Policy is available on the website of the
Company at:

https://www.sRrvotRch.in/blog/wp-content/

uploads/2021/12/Nomination-and-Remuneration-

policy.pdf

35. RISK MANAGEMENT POLICY

Your Company has in place comprehensive risk
assessment and mitigation framework, which is
reviewed by the Board periodically. The Committee of
Board of Directors has formulated a well-defined Policy
for Risk Management to identify, assess and frame a
response to threats and mitigate the various risks to our
business that affects the achievement of our objectives.

More details on the Policy are given on Company''s
website which can be accessed through following
link: https://www.sRrvotRch.in/blog/wp-contRnt/

uploads/2021/12/Risk-Management-Policy.pdf

36. DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

As per the requirements of The Sexual Harassment
of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 and rules made thereunder,
your Company has constituted Internal Complaints
Committees (iCs) at all relevant locations across India
to consider and resolve the complaints related to sexual
harassment. The ICs includes external members with
relevant experience. The ICs, presided by senior women
conduct the investigations and make decisions at the
respective locations. The ICs also work extensively on
creating awareness on relevance of sexual harassment
issues, including while working remotely.

During the year under review, there were no complaints
pertaining to sexual harassment. All new employees go
through a detailed personal orientation on anti-sexual
harassment policy adopted by the Company.

37. LISTING OF EQUITY SHARES

The equity shares of your Company are listed on
National Stock Exchange of India Limited ("NSE") Main
Board. The Annual Listing Fees for the year 2026-27 has
been duly paid to the NSE.

38. DEPOSITORY SYSTEM

The Members are requested to note that as on 31st
March, 2026, 100% of the Company''s total paid-up
share capital representing 22,58,45,348 shares are in
dematerialized form.

39. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company is compliant with the applicable
provisions of the Maternity Benefit Act, 1961 and has
policies, systems and processes in place to ensure
ongoing compliance.

40. PROCEEDINGS UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

No proceedings are initiated/pending against the
Company under the Insolvency and Bankruptcy Code,
2016

41. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF

There was no instance of one time settlement with any
bank or financial institution.

42. BOARD POLICIES

In accordance with the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has adopted
various policies and codes for effective governance
and regulatory compliance. The details of such policies
are available on the website of the Company. https://
investor.servotech.in/corporate-governance/policies.
php

43. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

(brsr)

In accordance with the SEBI Listing Regulations, the
BRSR for FY 2025-26, describing the initiatives taken
by your Company from an environmental, social
and governance ("ESG") perspective, forms part of
this Integrated Annual Report. In addition to BRSR, the
Integrated Annual Report of your Company provides
an insight into various ESG initiatives adopted by your
Company.

44. CORPORATE GOVERNANCE REPORT

Your Company is committed to maintaining high
standards of corporate governance practices. The
Corporate Governance Report, as stipulated by SEBI
Listing Regulations, forms part of this Integrated Annual
Report along with the required certificate from a
Practicing Company Secretary, regarding compliance

of the conditions of corporate governance, as stipulated.

In compliance with corporate governance requirements
as per the SEBI Listing Regulations, your Company has
formulated and implemented a Code of Conduct for
all Board members and senior management personnel
of your Company ("Code of Conduct"), who have
affirmed the compliance thereto. The Code of Conduct
is available on the website of your Company https://
invRstor.sRrvotRch.in/corporatR-govRrnance/policiRs.
php

45. CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct ("PIT
Code") to regulate, monitor and report trading in your
Company''s shares by your Company''s designated
persons and their immediate relatives as per the
requirements under the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015.
The PIT Code, inter alia, lays down the procedures to be
followed by designated persons while trading/ dealing
your Company''s shares and sharing Unpublished Price
Sensitive Information ("UPSI"). The PIT Code covers your
Company''s obligation to maintain a digital database,
mechanism for prevention of insider trading and
handling of UPSI, and the process to familiarize with
the sensitivity of UPSI. Further, it also includes code for
practices and procedures for fair disclosure of UPSI
which have been made available on your Company''s
website https://investor.servotech.in/corporate-

governance/policies.php

46. HEALTH, SAFETY AND ENVIRONMENT

Your Company has complied with all the applicable
Health & Safety Standards, Environment Laws and Labor
laws and has been taking all necessary measures
to protect the environment and provide workers a
safe work environment. Your Company is committed
towards improvement in Health & Safety as well as
Environmental performance by providing a Safe &
healthy work environment to all its employees and co¬
workers.

47. HUMAN RESOURCE AND INDUSTRIAL RELATIONS

At Servotech, employees are its prime assets and a
vital key to its success. The company is committed to
creating a professional culture to nurture and enable
people to grow in their careers alongside Company''s
success. The company constantly strives to strengthen
its manpower in alignment with the business needs and
continue to engage them through various initiatives
in the realm of learning & development opportunities,
reward & recognition, employee engagement activities
and career growth.

48. ACKNOWLEDGMENTS

Your Directors would like to thank all the stakeholders'' viz.
consumers, shareholders, dealers, suppliers, business
partners, bankers, employees and all other business
associates for the continuous support given by them to
the Company and its Management.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

RAMAN BHATIA SARIKA BHATIA

DATE: 27.08.2026 MANAGING DIRECTOR WHOLE-TIME DIRECTOR

PLACE: New Delhi DIN- 00153827 DIN- 00155602

Your Directors are pleased to present to you the 20^th Annual Report on the business and operations of the Company along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31^st March, 2024 (“FY”).

1. FINANCIAL PERFORMANCE

Highlights of the Company''s financial performance for the year ended 31st March, 2024 are as under:

a) Standalone Financial Results

(Amount in Lakhs)

Note: The face value of the Company calculated considering the sub-division held on 28th July, 2023.

b) Consolidated Financial Results

c) Overview of Company Performance

In the midst of trade flow disruptions and economic instability, there was ongoing volatility in the global markets. Despite challenges, your company has continued to grow steadily and produce positive financial results.

Inflationary pressures caused consumer demand to decline, especially in rural markets, and increased consumer preference for goods at lower price points.

By focusing on the strategic pillars of cost-efficiency initiatives, innovation, brand development, and distribution in order to maintain growth and profitability, your company is navigating these unprecedented challenges. To counteract the effects of rising commodity prices, prudent price increases were also put into practice.

2. SHARE CAPITAL

a) Authorised Share Capital:

At the beginning of the financial year, the Authorized Share Capital of the Company was Rs. 22,00,00,000/-(Rupees Twenty Two Crores only) divided into 11,00,00,000 (Eleven Crores) equity shares of face value of Rs. 2/- (Rupees Two Only) each.

Thereafter in order to ensure smooth flexibility for Shareholders, the Company did sub-divide the equity shares of the Company such that equity shares of face value of Rs. 2/- were sub-divided into 1 (One) equity shares having face value Rs. 1/- each fully paid-up ranking pari-passu with each other in all respects with effect from 28^th July, 2023. The Authorized share capital of the Company post

stock split stood at Rs. 22,00,00,000/-(Rupees Twenty Two Crores only) divided into 22,00,00,000 (Twenty Two Crores) equity shares of face value of Rs. 1/- (Rupees One Only) each.

Thereafter, the Company vide its General Meeting by way of postal ballot dated 17^th December, 2023 increase the authorised share capital of the company from Rs.

22.00. 00.000/-(Rupees Twenty Two Crores only) divided into 22,00,00,000 (Twenty Two Crores) equity shares of face value of Rs. 1/- (Rupees One Only) each to Rs.

25.00. 00.000/-(Rupees Twenty Five Crores only) divided into 25,00,00,000 (Twenty Five Crores) equity shares of face value of Rs. 1/- (Rupees One Only)

As on 31st March, 2024 Authorized Share Capital of the Company stood at Rs. 25,00,00,000/-(Rupees Twenty Five Crores only) divided into 25,00,00,000 (Twenty Five Crores) equity shares of face value of Rs. 1/- (Rupees One Only)

b) Paid-up Share Capital:

At the beginning of the financial year, the paid-up equity share capital of the Company was Rs. 21,26,54,290 (Rupees Twenty One Crore Twenty Six Lakh Fifty Four Thousand Two Hundred Ninety) to 10,63,27,145 (Ten Crore Sixty Three Lakh Twenty Seven Thousand One Hundred Forty Five) equity shares, each of Rs. 2/- (Rupees Two only) each.

Thereafter, with effect from 28th July, 2023, the shares of the Company were sub-divided such that equity shares of face value of Rs. 2/- were sub-divided into 1 (One) equity shares having face value Rs. 1/- each fully paid-up ranking pari-passu with each other in all respects with effects, resulting in change in the paid-up equity share capital from Rs. 21,26,54,290 (Rupees Twenty One Crore Twenty Six Lakh Fifty Four Thousand Two Hundred Ninety) divided to

21.26.54.290 (Rupees Twenty One Crore Twenty Six Lakh Fifty Four Thousand Two Hundred Ninety) equity shares, each of Rs. 1/- (Rupees One only) each

The Company vide Extra-ordinary General Meeting held on 1st October, 2022 had issued convertible warrants to promoter group and as on 06th January 2024 allotted 42,50,000 equity shares (Pursuant to conversion of warrants) of Rs. 1/- each on preferential basis to promoter group, Accordingly, the paid up capital was changed from Rs. 21,26,54,290 (Rupees Twenty One Crore Twenty Six Lakh Fifty Four Thousand Two Hundred Ninety) divided to

21.26.54.290 (Rupees Twenty One Crore Twenty Six Lakh Fifty Four Thousand Two Hundred Ninety) equity shares, each of Rs. 1/- (Rupees One only) each to Rs. 21,69,04,290 (Rupees Twenty One Crore Sixty Nine Lakh Four Thousand Two Hundred Ninety) divided into 21,69,04,290 (Twenty One Crore Sixty Nine Lakh Four Thousand Two Hundred Ninety) equity shares of Rs. 1/- (Rupees One only) each.

As on 31st March, 2024, the Paid up capital of the Company stood at Rs. 21,69,04,290 (Rupees Twenty One Crore Sixty Nine Lakh Four Thousand Two Hundred Ninety) divided into 21,69,04,290 (Twenty One Crore Sixty Nine Lakh Four Thousand Two Hundred Ninety) equity shares of Rs. 1/-(Rupees One only) each

3. DETAILS OF PREFERENTIAL ISSUE

During the financial year 2023-2024, the Company vide its General Meeting by way of postal ballot dated 17^th December,

2023 had issued 90,00,000 warrants, convertible into equity shares on preferential basis to promoter and certain identified non-promoters and as on 06th January 2024 allotted 8900000 warrants, convertible into equity shares on preferential basis to promoter and certain identified nonpromoters in accordance with Sections 23(1)(b), 42 and 62(1)(c) of the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and read with the SEBI (ICDR) Regulations and the SEBI (LODR) Regulations, 2015.

4. DETAILS OF EMPLOYEES STOCK OPTION PLAN (ESOP-2022)

In order to enable the employees of the Company to participate in its future growth and success, The Company has granted the ESOP options to its eligible employees and is in the process of implementing the said ESOP scheme by following the applicable provisions of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

5. DIVIDEND

During the year under review, the Board of Directors recommended and shareholders approved the Final dividend of Re .0.20 per Equity Share of Face Value of 1 /- (Rupees One Only)] for the Financial Year ended 31st March, 2023 AGM held on September 30,2023.

Further, the Board of Directors have recommend the Final dividend of Re 0.05 per Equity Share of Face Value of 1 /-(Rupees One Only) for the Financial Year ended 31st March,

2024 subject to the approval of members at the ensuing Annual General Meeting upon deduction of TDS.

In view of the changes made under the Income-Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company had, accordingly, made the payment of the interim dividend after deduction of tax at source, at the rates as prescribed and the final dividend shall also be dealt accordingly.

Further, pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after completion of seven years.

Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. However, the Company had declared Dividend for the first time in the Financial Year 2021-2022 and seven years have not elapsed from the date of declaration and payment of dividend the requirement of transfer of unpaid dividend and the shares on which dividend has not been paid or claimed, to Investor Education and Protection Fund (IEPF) is not applicable to the Company.

6. DETAILS OF SUB-DIVISION OR STOCK SPLIT OF SHARES OF THE COMPANY

During the financial year under review, the board of Directors of the Company vide its Meeting dated 25th May 2023, upon approval of the shareholders of the Company vide EGM dated 22nd June, 2023 had approved the sub-division/stock split of shares of the Company such that each equity shares of face value of Rs. 2/- were sub-divided into 2 (Two) equity shares having face value Rs. 1/- (One) each fully paid-up ranking pari-passu with each other in all respects with effect from 28th July, 2023.

In order to ensure smooth flexibility for Shareholders, the Company did sub-divide the equity shares of the Company such that each equity share of face value of Rs. 2/- were sub-divided into 2 (Two) equity shares having face value Rs. 1/- each fully paid-up ranking pari-passu with each other in all respects with effect from 28th July, 2023. The Authorized share capital of the Company post stock split stood at Rs.

22,00,00,000/-(Rupees Twenty Two Crores only) divided into 22,00,00,000 (Twenty Two Crores) equity shares of face value of Rs. 1/- (Rupees One Only) each.

Further, the issued, subscribed, and paid-up equity share capital had also changed to Rs. 21,26,54,290 divided into

21.26.54.290 equity shares, each of Rs. 1/- each from Rs.

21.26.54.290 divided into 10,63,27,145 equity shares, each of Rs. 2/- each and later as on 31.03.2024-21,69,04,290 (Rupees Twenty One Crore Sixty Nine Lakh Four Thousand Two Hundred Ninety) divided into 21,69,04,290 (Twenty One Crore Sixty Nine Lakh Four Thousand Two Hundred Ninety) equity shares of Rs. 1/- (Rupees One only) each

7. CHANGE IN THE NATURE OF BUSINESS

For sustained growth in the future, Company wants to rely on the main business (es) of Company. There is no change in the nature of the business of the Company during the year.

8. TRANSFER TO RESERVE

The Company does not propose to transfer amounts to the general reserve.

9. DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 during the financial year 2023-24.

10. DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES

As on 31^st March, 2024, the Company has 4 (Four) subsidiaries, the details of which are as mentioned below. Further a subsidiary named Techbec Global Solutions Private Limited was sold out during the said year. After the closure of F.Y. one more subsidiary incorporated with the name of Servotech Sports and Entertainment Private limited. Detail as per section 129 is attached as AOC-1 which forms part of Financial Statement .

There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). There has been no material change in the nature of the business of the subsidiaries.

I. Rebreathe Medical Devices India Private Limited (“RMDIPL”):

A Private Limited Company vide CIN: U33119DL2021PTC383180 incorporated on 5th July, 2021. The Holding Company has 95% shareholding in the Subsidiary.

II. Techbec Industries Limited (“TIL”)

A Public Limited Company vide CIN:

U31900DL2022PLC404516 incorporated on 13th September, 2022. The holding Company has 63.5% shareholding in the Subsidiary Company.

III. Techbec Green Energy Private Limited (“TGEPL”)

A Private Limited Company vide CIN:

U27201DL2023PTC417728 incorporated as a wholly-owned subsidiary on 27th July, 2023.

IV. Servotech Ev Infra Private Limited (‘’SEIPL’’)

A Private Limited Company vide CIN:

U33200DL2023PTC422574 incorporated as a

wholly-owned subsidiary on 10th November, 2023. After Dilution The Holding Company has 94.28% shareholding in the Subsidiary.

V. Servotech Sports And Entertainment Private limited(“SSEPL”)

After the close of financial year and with effect from 28th May, 2024 a subsidiary Company vide CIN: U93190DL2024PTC431924 was incorporated.

The annual accounts of the subsidiaries shall also be kept for inspection by any shareholder in the Registered Office of the Company and the respective offices of its Subsidiary Companies.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company''s website at www.servotech.in at Investors Tab.

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 21 (Twenty One) meetings of the Board of Directors were held. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2024 the Board comprised of 6 (six) Directors, 3 (three) Executive Directors and 3 (three) Independent Directors. Out of the total 6 (six) directors, 1 (one) is woman director.

1. During the Financial Year, Mr. Sahiel Khurana (DIN: 02340950) Non-executive Independent Director of the Company resigned w.e.f. 19th May, 2023 and

2. Mr. Meenakshisundaram Kolandaivel (DIN: 09854605) was appointed as Non-executive Independent Director of the Company w.e.f 25th June, 2023.

After the closure of financial year Mr. Rajesh Mohan Rai was re-designated to Non-executive Director w.e.f. 03^rd June, 2024.

Apart from above, there were no changes in the Board of Directors and Key Managerial Personnel of the Company.

13. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves continue to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules thereof. In the opinion of the Board, they fulfil the condition for appointment/re-appointment as Independent Directors on the Board. Further, in the opinion of the Board, the Independent Directors also possess the relevant attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iii) (iiia) of the Companies (Accounts) Rules, 2014.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Act, the Board of

Directors, to the best of their knowledge and ability, confirm

that:

a) In the preparation of annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards have been followed and there are no material departures;

b) 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 as at 31st March, 2024 and of the profit of the Company for that period;

c) They have taken proper and sufficient care for their maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

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

15. AUDITORS AND AUDITOR’S REPORT

i. STATUTORY AUDITORS

In accordance with the provisions of section 139 of the Companies Act, 2013, M/s. Rohit KC Jain and Co., Chartered Accountants (Firm Registration No. 020422N),were appointed as the Statutory Auditors for a period of 5 (five) years commencing from the conclusion of the 18th AGM till the conclusion of the 23rd AGM. M/s. Rohit KC Jain and Co., Chartered Accountants is a leading professional services firm engaged in the field of audit, taxation, risk and transaction advisory services.

M/s. Rohit KC Jain and Co., Chartered Accountants have consented to the said appointment, and confirmed that their appointment, would be within the limits mentioned under Section 141(3)(g) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. Further, they have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

The Audit Committee and the Board of Directors recommended the appointment of M/s. Rohit KC Jain and Co., Chartered Accountants, as Statutory Auditors of the company from the conclusion of the 18^th AGM till the conclusion of the 23^rd AGM.

In accordance with the provisions of the Companies (Amendment) Act, 2017, the requirement related to annual ratification of appointment of statutory auditors by the members has been omitted. Hence, the resolution for ratification of appointment of M/s. Rohit KC Jain and Co., Chartered Accountants as the statutory auditor, whose appointment was approved by the members in the 18^th AGM for a term of five consecutive years i.e. till the conclusion of the 23^rd AGM, has not been put for motion as an ordinary business in the 20^th AGM.

The Auditors'' Report for financial year 2023-2024 on the financial statements forms part of this Annual Report. The Auditors have also furnished a declaration confirming their independence as well as their arm''s length relationship with the Company as well as declaring that they have not taken up any prohibited non-audit assignments for the Company. The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit process.

Auditors'' Report and the Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

ii. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in its meeting held on 21st July, 2023 have appointed R & D Company Secretaries as Secretarial Auditor of the Company to conduct the Secretarial Audit of the Company for the financial year 2023-24.

The Secretarial Audit Report in prescribed Form MR-3 for the financial year ended 31^st March, 2024 is appended as Annexure-1 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board of Directors further in its meeting dated 09th May, 2024 re-appointed R & D Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Auditor have provided their consent inter alia contains their eligibility to give effect to their appointment.

iii. COST AUDITOR

As per Section 148 of the Act read with Companies (Cost Records and Audit) Rules 2014, M/s NN Sharma & Associates, Cost Accountants (Firm Registration No. 101702) as the Cost Auditors, have been re-appointed as Cost Auditors for the financial year 2024-25 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing AGM. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

The Cost Audit Report for the financial year 202324, issued by M/s NN Sharma & Associates, Cost Accountants, in respect of the various products prescribed under Cost Audit Rules.

There were no observations (including any qualification, reservation, adverse remark or disclaimer) of the Cost Auditors in the Report issued by them for the financial year 2023-24 which call for any explanation from the Board of Directors.

16. DISCLOSURE ON COST RECORDS

Pursuant to provisions of Section 134 of the Act read with Rule 8(5) of the Companies (Accounts) Rules, 2014 it is confirmed that maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act, is required by the Company and accordingly such accounts and records are made and maintained.

17. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in Director''s Report.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, highlighting the performance and prospects of the Company''s business, forms integral part of the Annual Report.

19. CORPORATE GOVERNANCE

A good corporate governance system is something your company is devoted to. The needed Certificate from Secretarial Auditors regarding compliance with the requirements of corporate governance, as prescribed, and the Corporate Governance Report, as stipulated by the SEBI Listing Regulations, are an integral element of this Annual Report.

Your Company has developed and implemented a Code of Business Conduct for all Board members and senior management staff at the Company (Code of Conduct), who have all attested to compliance with the Code in accordance with the corporate governance standards as per the SEBI Listing Regulations. The aforementioned Code of Conduct can be seen on the Company''s website at https://www.servotech.in/investors/corporate-governance/ code-of-conduct.

20. FORMAL ANNUAL EVALUATION

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with the Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors and the chairmen of the Board. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new Compliance requirements.

The Board evaluation exercise for financial year 2023-24 was carried out by way of internal assessments done based on a combination of detailed questionnaires and verbal discussions.

I. Performance evaluation of the Board and Committees

The performance of the Board was evaluated by the Board Members after considering inputs from all the Directors primarily on:

i) Board composition and quality with emphasis on its size, skill, experience and knowledge of members;

ii) Periodic review of Company''s management and internal control system for appropriateness and relevance;

iii) Board process and procedure with emphasis on the frequency of meetings, attendance thereof, flow of information;

iv) Oversight of Financial Reporting process including Internal Controls and Audit Functions;

v) Engagement in Corporate Governance, ethics and compliance with the Company''s code of conduct.

The Board evaluated the performance of the Committees on the following parameters:

i) Appropriateness of size and composition;

ii) Clarity of mandate and well-defined agenda;

iii) Reporting to the Board on the Committee''s activities;

iv) Availability of appropriate internal and external support or resources to the Committees.

II. Performance Evaluation of Individual Directors

The performance evaluation of the Individual Directors were carried out by the Board and other Individual Directors, considering aspects such as:

i) Sufficient knowledge of Company strategy and objective;

ii) Understand their role as Director, as distinct from management;

iii) Adequate and productive use of knowledge and experience of the Independent Directors for the functioning of Board;

iv) Efforts for professional development to enable better fulfilment of their responsibilities;

v) Ask questions/critique proposals with confidence;

vi) Open and effective participation in Board discussions;

vii) Keep stakeholder interest as the touchstone in endorsing decisions.

III. Performance Evaluation of Chairman

i) Display of effective leadership qualities and skill;

ii) Implementation of observations/recommendations of Board Members;

iii) Effective and timely resolution of grievances of Board Members;

iv) Ability to bring convergence in case of divergent views and conflict of interest situation tabled at Board Meetings;

IV. Evaluation Outcome

The evaluation revealed that the timely sharing of information with the Board, the drafting of agenda notes and their content, as well as the drafting of the minutes, were all deemed to be satisfactory. The way the business issues of the company were handled satisfied every Board Member.

21. COMMITTEES OF THE BOARD OF DIRECTORS

Your Company has following Committees of Board of Directors:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders'' Relationship Committee;

4. Corporate Social Responsibility Committee; and

5. Committee of Board of Directors

The role and composition of these Committees, including the number of meetings held during the period under review and the related attendance, are provided under Corporate Governance Report which forms part of the Annual Report.

22. MATERIAL CHANGES

The material changes made as on the date of this report are as mentioned herein below:

i. A subsidiary of the Company under name and style as Servotech Sports and Entertainment Private limited (“SSEPL”) vide CIN: U93190DL2024PTC431924 was incorporated on 28th May, 2024.

ii. Mr. Rajesh Mohan Rai (DIN: 09050751), re-designated from Whole-time Director-Executive Director to Nonexecutive Director w.e.f. 03rd June, 2024.

iii. Company has Allotted 3000000, 1500000, 1500000, equity shares pursuant to conversion of warrants as on 08.04.2024, 22.04.2024, 18.05.2024 respectively. After these allotments company''s Paid up capital of the Company stood at Rs. 22,29,04,290 (Rupees Twenty Two Crore Twenty Nine Lakh Four Thousand Two Hundred Ninety) divided into 22,29,04,290 (Rupees Twenty Two Crore Twenty Nine Lakh Four Thousand Two Hundred Ninety) equity shares of Rs. 1/- (Rupees One only) each

23. RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under Section 2(76) of the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”), during the Financial Year under review were in the ordinary course of business and at an arm''s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no transactions with related parties in the Financial Year which were in conflict with the interest of the Company and requiring compliance of the provisions of Regulation 23 of the Listing Regulations.

Suitable disclosure as required by the Indian Accounting Standards (Ind AS 24) are mentioned in the Notes which forms integral part of the Financial Statements.

The Company has formulated a policy on the materiality of Related Party Transactions and dealing with Related Party Transactions which has been uploaded on the website of the Company and can be accessed at https://www.servotech.in/blog/wp-content/ uploads/2021/12/Related-Partv-Transaction-policv.pdf.

The particulars of related party transactions in prescribed Form AOC-2 are attached as “Annexure-2”.

Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed half yearly report on Related Party Transactions with the stock exchanges.

24. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal financial control procedures commensurate with its size and nature of business.

The Company has appointed Internal Auditors who periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements.

The Audit Committee of the Board of Directors approves the annual internal audit plan and periodically reviews the progress of audits as per approved audit plans along with critical internal audit findings presented by internal auditors, status of implementation of audit recommendations, if any, and adequacy of internal controls.

The detailed statement about adequacy of Internal Financial Controls is given in Point No. 11 of the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.

25. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its future operations.

26. CORPORATE SOCIAL RESPONSIBILITY

Company is committed towards its Corporate Social Responsibility (CSR). The Company has crossed the threshold limit provided under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 relating to Corporate Social Responsibility (CSR) hence, CSR is applicable to the company. Details about the CSR policy and initiative taken by the company during the year are available on the website at web link: https://www.servotech.in/investors/ corporate-governance/policies. The annual report on Our

CSR activities is appended as Annexure-3 which forms part of this Report.

Further the board would like to highlight the unspent CSR amount of INR 21,34,000 for the financial year 2023-24 have been transferred to PM Care fund, pursuant to the companies act, 2013 and rules framed thereunder, after the closure of the financial year.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO AND RESEARCH & DEVELOPMENT

In accordance with the requirements of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, a statement showing particulars with respect to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is annexed hereto as Annexure-4 and forms part of this report.

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for its employees and Directors to report concerns about any unethical and improper activity. No person has been denied access to the Chairman of the Audit Committee. The Whistle Blower policy is uploaded on the website of the Company at https://www.servotech.in/blog/wp-content/ uploads/2021/12/Whistle-Blower-Policy.pdf.

The Audit Committee monitors and reviews the investigations of the whistle blower complaints. During the year under review, no complaints were received under Whistle Blower Policy

29. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on 31^st March 2024 is available on the website of the Company and can be accessed at https://www.servotech.in/

30. SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

31. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE BY THE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, are given in the notes to the Financial Statements.

32. PARTICULARS OF EMPLOYEES

The details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, in respect of Directors, KMPs and other employees of the Company, are given in Annexure-5 of this Board''s Report.

During the year ended 31st March, 2024, the Company did not have any employee, who is in receipt of remuneration of Rs. 8,50,000/- per month or Rs. 1,02,00,000 per annum and hence the Company is not required to provide information under Sub rule 2 and 3 of Rule 5 of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

However, in terms of first provision of section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary at email id [email protected].

33. NOMINATION AND REMUENRATION POLICY

The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall:

i) formulate the criteria for Board membership, including the appropriate mix of Executive & Non-Executive Directors and Board Diversity;

ii) approve and recommend compensation packages and policies for Directors, Key Managerial Personnel and Senior Management Personnel;

iii) lay down the effective manner of performance evaluation of the Board, its Committees and the Directors; and

iv) such other matters as provided under section 178 of the Act and under the provisions of Listing Regulations.

The salient features of the Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report. The Policy is available on the website of the Company at: https://www.servotech.in/blog/wp-content/ uploads/2021/12/Nomination-and-Remuneration-policv.pdf.

34. RISK MANAGEMENT POLICY

Your Company has in place comprehensive risk assessment and mitigation framework, which is reviewed by the Board periodically. The Committee of Board of Directors has formulated a well-defined Policy for Risk Management to identify, assess and frame a response to threats and

mitigate the various risks to our business that affects the achievement of our objectives.

More details on the Policy are given on Company''s website which can be accessed through following link: https://www. servotech.in/blog/wp-content/uploads/2021/12/Risk-Management-Policy.pdf

35. DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committees (ICs) at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women conduct the investigations and make decisions at the respective locations. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely.

During the year under review, there were no complaints pertaining to sexual harassment

All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by the Company.

36. FRAUD REPORTING

There was no fraud reported during the Financial Year ended 31st March, 2024.

37. LISTING OF EQUITY SHARES

The equity shares of your Company are listed on National Stock Exchange of India Limited (“NSE”) Main Board. The Annual Listing Fees for the year 2023-24 has been duly paid to the NSE.

38. DEPOSITORY SYSTEM

The Members are requested to note that as on 31st March, 2024, 99% of the Company''s total paid-up share capital

representing 21, 68, 37,280 shares are in dematerialized form. In view of the numerous advantages offered by the Depository System as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from National Securities Depository Limited (“NSDL’) and Central Depository Services (India) Limited (“CDSL’).

39. HEALTH, SAFETY AND ENVIRONMENT

Your Company has complied with all the applicable Health & Safety Standards, Environment Laws and Labor laws and has been taking all necessary measures to protect the environment and provide workers a safe work environment. Your Company is committed towards improvement in Health & Safety as well as Environmental performance by providing a Safe & healthy work environment to all its employees and co-workers.

40. HUMAN RESOURCE AND INDUSTRIAL RELATIONS

At Servotech, employees are its prime assets and a vital key to its success. The company is committed to creating a professional culture to nurture and enable people to grow in their careers alongside Company''s success. The company constantly strives to strengthen its manpower in alignment with the business needs and continue to engage them through various initiatives in the realm of learning & development opportunities, reward & recognition, employee engagement activities and career growth.

41. ACKNOWLEDGMENTS

Your Directors would like to thank all the stakeholders'' viz. consumers, shareholders, dealers, suppliers, business partners, bankers, employees and all other business associates for the continuous support given by them to the Company and its Management.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

RAMAN BHATIA SARIKA BHATIA

DATE: 24.08.2024 MANAGING DIRECTOR WHOLE-TIME DIRECTOR

PLACE: New Delhi DIN- 00153827 DIN-00155602

DIRECTOR’S REPORT

Dear Members,

Your Directors are pleased to present to you the 19^th Annual Report on the business and operations of the Company along with the
Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31^st March, 2023 (“FY”).

1. FINANCIAL PERFORMANCE

Highlights of the Company''s financial performance for the year ended 31^st March, 2023 are as under:

a) Standalone Financial Results

Note: The face value of the Company calculated considering the sub-division held on 3rd February, 2023.

b) Consolidated Financial Results

c) Overview of Company Performance

In the midst of trade flow disruptions and economic
instability, there was ongoing volatility in the global markets.
Despite challenges, your company has continued to grow
steadily and produce positive financial results.

Inflationary pressures caused consumer demand to decline,
especially in rural markets, and increased consumer
preference for goods at lower price points.

By focusing on the strategic pillars of cost-efficiency
initiatives, innovation, brand development, and distribution
in order to maintain growth and profitability, your company is
navigating these unprecedented challenges. To counteract
the effects of rising commodity prices, prudent price
increases were also put into practice.

2. SHARE CAPITAL

a) Authorised Share Capital:

At the beginning of the financial year, the Authorized Share
Capital of the Company was Rs. 220000000 (Rupees
Twenty Two Crores) divided into 2,20,00,000 (Two Crores
Twenty Lakh) equity shares of face value of Rs. 10/- (Rupees
Ten Only) each.

Thereafter in order to ensure smooth flexibility for
Shareholders, the Company did sub-divide the equity
shares of the Company such that equity shares of face
value of Rs. 10/- were sub-divided into 5 (five) equity
shares having face value Rs. 2/- each fully paid-up ranking
pari-passu with each other in all respects with effect from
3^rd February, 2023.

As on 31^st March, 2023, the Authorized share
capital of the Company post stock split stood at Rs.
22,00,00,000/-(Rupees Twenty Two Crores only) divided
into 11,0000000 (Eleven Crores) equity shares of face
value of Rs. 2/- (Rupees Two Only) each.

b) Paid-up Share Capital:

At the beginning of the financial year, the paid-up equity
share capital of the Company was Rs. 18,66,54,290
(Rupees Eighteen Crore Sixty Six Lakhs Fifty Four Thousand
Two Hundred Ninety only) divided into 1,86,65,429 (One
Crore Eighty Six Lakhs Sixty Five Thousand Four Hundred
and Twenty Nine) equity shares of Rs. 10/- (Rupees Ten
only) each.

The Company vide Extra-ordinary General Meeting held
on 1^st October, 2023 had issue, and allotted 2600000
equity shares of Rs. 10/- each on preferential basis to other
than promoter and promoter group. Accordingly, the paid
up capital was changed from Rs. 18,66,54,290 (Rupees
Eighteen Crore Sixty Six Lakhs Fifty Four Thousand Two
Hundred Ninety) divided into 1,86,65,429 (One Crore Eighty
Six Lakhs Sixty Five Thousand Four Hundred and Twenty
Nine) equity shares of Rs. 10/- (Rupees Ten only) each to
Rs. 21,26,54,290 (Rupees Twenty One Crore Twenty Six
Lakh Fifty Four Thousand Two Hundred Ninety) divided into
21265429 (Two Crore Twelve Lakhs Sixty Five Thousand
Four Hundred Twenty Nine) equity shares of Rs. 10/-
(Rupees Ten only) each.

Thereafter, with effect from 3^rd February, 2023, the shares
of the Company were sub-divided such that equity shares
of face value of Rs. 10/- were sub-divided into 5 (five)
equity shares having face value Rs. 2/- each fully paid-
up ranking pari-passu with each other in all respects with
effects, resulting in change in the paid-up equity share
capital from Rs. 21,26,54,290 (Rupees Twenty One Crore
Twenty Six Lakh Fifty Four Thousand Two Hundred Ninety)
to 106327145 (Ten Crore Sixty Three Lakh Twenty Seven
Thousand One Hundred Forty Five) equity shares, each of
Rs. 2/- (Rupees Two only) each.

3. DETAILS OF PREFERENTIAL ISSUE

During the financial ended 31^st March, 2023, the Company
vide its Extra-Ordinary General Meeting dated 1^st October,
2022 had issued and allotted 2600000 equity shares on
preferential basis to other than Promoters and Promoter
Group in accordance with Sections 23(1)(b), 42 and
62(1)(c) of the Companies Act, 2013 and the Companies
(Prospectus and Allotment of Securities) Rules, 2014, the
Companies (Share Capital and Debentures) Rules, 2014
and read with the SEBI (ICDR) Regulations and the SEBI
(LODR) Regulations, 2015.

The aforesaid equity shares are duly listed and traded on
National Stock Exchange India Limited vide Listing and
trading Approval dated 28^th November, 2022.

4. DETAILS OF EMPLOYEES STOCK OPTION PLAN

The Company had initially obtained the shareholders''
approval for implementation of Employee Stock Option Plan
(“ESOP 2022”) vide Extra-ordinary General Meeting held on
4^th March, 2022. Thereafter, with a view of engagement and
formation of Subsidiaries of the Company, the management
has recommended the ESOP Plan for the employees of
subsidiary Company as well.

Therefore, the Company decided to amend its ESOP
scheme and obtained fresh/amended approval from
the shareholders'' in compliance with SEBI (Share Based
Employees Benefits) Regulations, 2021 vide Postal Ballot
dated 13^th January, 2023.

Consequently, the Company had filed the application for in¬
principle approval from National Stock Exchange (“NSE”) for
listing up to a maximum 5,00,000 equity shares of Rs. 2/-
each. The NSE had granted the in-principle approval vide its
letter dated 18^th May, 2023.

Currently, the Company had granted the ESOP options to its
eligible employees and is in the process of implementing
the said ESOP scheme by following the applicable provisions
of the Companies Act, 2013 and the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021.

5. DIVIDEND

During the year under review, the Board of Directors of the
Company had, declared an interim dividend of Re. 0.20
per equity share of the face value of Re. 10/- each vide its
Board Meeting dated The interim dividend was paid to the
shareholders on 20^th February, 2023.

Further, the Board of Directors have proposed to recommend
Final dividend of 0.2 paise per Equity Share of Face Value
of 1 /- (Rupees One Only)] for the Financial Year ended 31^st
March, 2023 subject to the approval of members at the
ensuing Annual General Meeting upon deduction of TDS.

In view of the changes made under the Income-Tax
Act, 1961, by the Finance Act, 2020, dividends paid or
distributed by the Company shall be taxable in the hands
of the shareholders. The Company had, accordingly, made
the payment of the interim dividend after deduction of tax
at source, at the rates as prescribed and the final dividend
shall also be dealt accordingly.

Further, pursuant to the applicable provisions of the
Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“the
IEPF Rules”), all unpaid or unclaimed dividends are required

to be transferred by the Company to the IEPF established by
the Government of India, after completion of seven years.

Further, according to the IEPF Rules, the shares on which
dividend has not been paid or claimed by the shareholders
for seven consecutive years or more shall also be
transferred to the demat account of the IEPF Authority.
However, the Company had declared Dividend for the first
time in the Financial Year 2021-2022 and seven years have
not elapsed from the date of declaration and payment of
dividend the requirement of transfer of unpaid dividend and
the shares on which dividend has not been paid or claimed,
to Investor Education and Protection Fund (IEPF) is not
applicable to the Company.

Note:- The change in face value of equity shares of the
Company is due to the stock split conducted by the Company

i.e. face value of Rs. 10/- each sub-divided into face value
of Rs. 2/- each with effect from 3^rd February, 2023 and the
stock split No. 2 held with effect from 28^th July, 2023 which
resulted in change of face value from Rs. 2/- each sub¬
divided into Rs. 1/- each.

6. DETAILS OF SUB-DIVISION OR STOCK SPLIT OF SHARES
OF THE COMPANY

During the financial year under review, the board of Directors
of the Company vide its Meeting dated 7^th December, 2022
upon approval of the shareholders of the Company vide
Postal Ballot results of which was declared on 13^th January,
2023 had approved the sub-division/stock split of shares
of the Company such that equity shares of face value of Rs.
10/- were sub-divided into 5 (five) equity shares having face
value Rs. 2/- each fully paid-up ranking pari-passu with each
other in all respects with effect from 3^rd February, 2023.

Thereafter, the Authorized share Capital of the Company had
been sub-divided into Rs. 220000000 (Rupees Twenty Two
Crores), which is divided into 11,00,00,000 (Eleven Crores)
equity shares with a face value of Rs. 2/- (Rupees Two Only)
from Rs. 22,00,00,000 (Rupees Twenty Two Crores) divided
into 2,20,00,000 (Two Crores Twenty Lakh) equity shares
with a Face Value of Rs. 10/- (Rupees Ten Only) each with
effect from 3^rd February, 2023.

Further, the issued, subscribed, and paid-up equity share
capital had also changed to Rs. 21,26,54,290 divided into
106327145 equity shares, each of Rs. 2/- each from Rs.
21,26,54,290 divided into 21265429 equity shares of Rs.
10/- (Rupees Ten only) each.

7. CHANGE IN THE NATURE OF BUSINESS

For sustained growth in the future, Company wants to rely
on the main business (es) of Company. There is no change
in the nature of the business of the Company during the
year.

8. TRANSFER TO RESERVE

The Company does not propose to transfer amounts to the
general reserve.

9. DEPOSITS

The Company has not accepted any deposits covered under
Chapter V of the Companies Act, 2013 during the financial
year 2022-23.

10. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE
COMPANIES

As on 31^st March, 2023, the Company has 3 (three)
subsidiaries, the details of which are as mentioned below.

There are no associates or joint venture companies within
the meaning of Section 2(6) of the Companies Act, 2013
(“Act”). There has been no material change in the nature of
the business of the subsidiaries.

I. Rebreathe Medical Devices India Private Limited
(“RMDIPL”):

A Private Limited Company vide

CIN: U33119DL2021PTC383180 incorporated on 5^th
July, 2021. The Holding Company has 95% shareholding
in the Subsidiary.

II. Techbec Industries Limited (“TIL”)

A Public Limited Company vide

CIN: U31900DL2022PLC404516 incorporated on
13^th September, 2022. The holding Company has
63.5% shareholding in the Subsidiary Company.

III. Techbec Global Solutions Private Limited (“TGSPL”)

A Private Limited Company vide

CIN: U31900DL2022PTC407268 incorporated on
23^rd November, 2022. The holding Company has 63.5%
shareholding in the Subsidiary Company.

Note:- The Company had entered into share purchase
agreement on 28^th July, 2023 for transfer of shares held
by Company in the Techbec Global Solutions Private
Limited. With effect from completion of the Agreement
TGSPL ceased to be the subsidiary Company.

IV. Techbec Green Energy Private Limited (“TGEPL”)

After the close of financial year and with effect from 27^th
July, 2023 a wholly-owned subsidiary Company vide
CIN: U27201DL2023PTC417728 was incorporated.

The annual accounts of the subsidiaries shall also be kept
for inspection by any shareholder in the Registered Office
of the Company and the respective offices of its Subsidiary
Companies.

Further, pursuant to the provisions of Section 136 of the
Act, the financial statements of the Company, consolidated
financial statements along with relevant documents
and separate audited financial statements in respect of
subsidiaries, are available on the Company''s website at
www.servotech.in at Investors Tab.

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 10 (Ten) meetings of the
Board of Directors were held. For details of the meetings
of the Board, please refer to the Corporate Governance
Report, which forms part of this Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2023 the Board comprised of 6 (six)
Directors, 3 (three) Executive Directors and 3 (three)
Independent Directors. Out of the total 6 (six) directors, 1
(one) is woman director.

1. The Board of the Company upon the recommendation of the
Nomination and Remuneration Committee, in its meeting
held on 9^th August, 2022 had appointed the following:

I. Mr. Sampat Rai (DIN: 07710412), as Additional Director
designated as Non-Executive Independent Director
of the Company for period of three (3) Consecutive
years w.e.f. 9^th August, 2022 and his appointment was
regularized by Shareholders in the Annual General
Meeting held on 30^th September, 2022.

II. Mr. Jorg Gaebler (DIN: 09699666) as Additional
Director designated as Non-Executive and Non¬
Independent Director of the Company for period of one
(1) year w.e.f. 9^th August, 2022 and his appointment
was regularized by Shareholders in the Annual General
Meeting held on 30^th September, 2022. However Mr.
Gaebler resigned from the Directorship on 11^th October,
2022 due to personal reasons.

2. Mr. Nimesh Malhotra (DIN: 07104660) Whole-time Director
of the Company has resigned w.e.f. 26^th September, 2022.

3. Mr. Rajesh Mohan Rai (DIN: 09050751), initially appointed
as Non-executive Independent Director was re-designated
to Whole-time Director w.e.f. 15^th December, 2022.

4. However, after the close of Financial Year, Mr. Sahiel
Khurana (DIN: 02340950) Non-executive Independent
Director of the Company resigned w.e.f. 19^th May, 2023 and

5. Mr. Meenakshisundaram Kolandaivel (DIN: 09854605) was
appointed as Non-executive Independent Director of the
Company w.e.f 25^th June, 2023.

During the year under review, other than were no above, there

were no changes in the Board of Directors and Key Managerial

Personnel of the Company.

13. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted their
disclosures to the Board that they fulfil all the requirements
as stipulated in Section 149(6) of the Companies Act,
2013 and Regulation 16 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, so as to
qualify themselves continue to be appointed as Independent
Directors under the provisions of the Companies Act, 2013
and the relevant rules thereof. In the opinion of the Board,
they fulfil the condition for appointment/re-appointment as
Independent Directors on the Board. Further, in the opinion
of the Board, the Independent Directors also possess the
relevant attributes of integrity, expertise and experience
as required to be disclosed under Rule 8(5) (iii) (iiia) of the
Companies (Accounts) Rules, 2014.

14. DIRECTORS RESPONSIBILITY STATEMENT

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

a) In the preparation of annual accounts for the financial
year ended 31^st March, 2023, the applicable accounting
standards have been followed and there are no material
departures;

b) 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 as at 31^st March, 2023 and of the profit of the
Company for that period;

c) They have taken proper and sufficient care for
their maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) They have prepared the annual accounts on a going
concern basis;

e) They have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and operating effectively; and

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

15. AUDITORS AND AUDITOR’S REPORT

i. STATUTORY AUDITORS

In accordance with the provisions of section 139 of
the Companies Act, 2013, M/s. Rohit KC Jain and

Co., Chartered Accountants (Firm Registration No.
020422N), were appointed as the Statutory Auditors
for a period of 5 (five) years commencing from the
conclusion of the 18^th AGM till the conclusion of the
23^rd AGM. M/s. Rohit KC Jain and Co., Chartered
Accountants is a leading professional services firm
engaged in the field of audit, taxation, risk and
transaction advisory services.

M/s. Rohit KC Jain and Co., Chartered Accountants
have consented to the said appointment, and confirmed
that their appointment, would be within the limits
mentioned under Section 141(3)(g) of the Companies
Act, 2013 and the Companies (Audit and Auditors)
Rules, 2014. Further, they have confirmed that they
hold a valid certificate issued by the Peer Review Board
of the Institute of Chartered Accountants of India (ICAI).

The Audit Committee and the Board of Directors
recommended the appointment of M/s. Rohit KC Jain
and Co., Chartered Accountants, as Statutory Auditors
of the company from the conclusion of the 18^th AGM till
the conclusion of the 23^rd AGM.

In accordance with the provisions of the Companies
(Amendment) Act, 2017, the requirement related
to annual ratification of appointment of statutory
auditors by the members has been omitted. Hence, the
resolution for ratification of appointment of M/s. Rohit
KC Jain and Co., Chartered Accountants as the statutory
auditor, whose appointment was approved by the
members in the 18^th AGM for a term of five consecutive
years i.e. till the conclusion of the 23^rd AGM, has not
been put for motion as an ordinary business in the 19^th
AGM.

The Auditors'' Report for financial year 2022-2023
on the financial statements forms part of this Annual
Report. The Auditors have also furnished a declaration
confirming their independence as well as their arm''s
length relationship with the Company as well as
declaring that they have not taken up any prohibited
non-audit assignments for the Company. The Audit
Committee reviews the independence of the Auditors
and the effectiveness of the Audit process.

Auditors'' Report and the Notes on financial statements
referred to in the Auditors'' Report are self-explanatory
and do not call for any further comments. The Auditors''
Report does not contain any qualification, reservation
or adverse remark.

ii. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors in its meeting held on
9^th August, 2022 have appointed R & D Company

Secretaries as Secretarial Auditor of the Company to
conduct the Secretarial Audit of the Company for the
financial year 2022-223.

The Secretarial Audit Report in prescribed Form
MR-3 for the financial year ended 31^st March, 2023
is appended as Annexure-1 to this Report. Further in
response to the observation received in the secretarial
audit report we confirm that the Forms MGT-14 have
been duly filed with the requisite late fees.

We further confirm that the delay whatsoever has been
due to the technical challenges in the MCA portal faced
by the Company while filling the said forms.

The Board of Directors further in its meeting dated 21^st
July, 2023 re-appointed R & D Company Secretaries to
conduct the Secretarial Audit of the Company for the
financial year 2023-24. The Secretarial Auditor have
provided their consent inter alia contains their eligibility
to give effect to their appointment.

iii. COST AUDITOR

As per Section 148 of the Act read with Companies
(Cost Records and Audit) Rules 2014, M/s NN Sharma
& Associates, Cost Accountants (Firm Registration No.
101702) as the Cost Auditors, have been re-appointed
as Cost Auditors for the financial year 2023-24 to
conduct cost audit of the accounts maintained by the
Company in respect of the various products prescribed
under the applicable Cost Audit Rules. The remuneration
of Cost Auditors has been approved by the Board of
Directors on the recommendation of Audit Committee.
The requisite resolution for ratification of remuneration
of Cost Auditors by members of the Company has been
set out in the Notice of ensuing AGM. The Cost Auditors
have certified that their appointment is within the limits
of Section 141(3)(g) of the Act and that they are not
disqualified from appointment within the meaning of
the said Act.

The Cost Audit Report for the financial year 2022¬
23, issued by M/s NN Sharma & Associates, Cost
Accountants, in respect of the various products
prescribed under Cost Audit Rules.

There were no observations (including any qualification,
reservation, adverse remark or disclaimer) of the Cost
Auditors in the Report issued by them for the financial
year 2022-23 which call for any explanation from the
Board of Directors.

16. DISCLOSURE ON COST RECORDS

Pursuant to provisions of Section 134 of the Act read with
Rule 8(5) of the Companies (Accounts) Rules, 2014 it is
confirmed that maintenance of cost records as specified

by the Central Government under sub-section (1) of section
148 of the Act, is required by the Company and accordingly
such accounts and records are made and maintained.

17. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors,
Cost Auditors and Secretarial Auditors have not reported
any instances of frauds committed in the Company by its
Officers or Employees, to the Audit Committee under Section
143(12) of the Act, details of which needs to be mentioned
in Director''s Report.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, highlighting
the performance and prospects of the Company''s business,
forms integral part of the Annual Report.

19. CORPORATE GOVERNANCE

A good corporate governance system is something your
company is devoted to. The needed Certificate from
Secretarial Auditors regarding compliance with the
requirements of corporate governance, as prescribed, and
the Corporate Governance Report, as stipulated by the SEBI
Listing Regulations, are an integral element of this Annual
Report.

Your Company has developed and implemented a Code
of Business Conduct for all Board members and senior
management staff at the Company (Code of Conduct), who
have all attested to compliance with the Code in accordance
with the corporate governance standards as per the SEBI
Listing Regulations. The aforementioned Code of Conduct
can be seen on the Company''s website at https://www.
servotech.in/img/investor/Code-of-Conduct.pdf.

20. FORMAL ANNUAL EVALUATION

Pursuant to applicable provisions of the Act and the Listing
Regulations, the Board, in consultation with the Nomination
and Remuneration Committee, has formulated a framework
containing, inter-alia, the criteria for performance evaluation
of the entire Board of the Company, its Committees and
individual directors, including Independent Directors and
the chairmen of the Board. The framework is monitored,
reviewed and updated by the Board, in consultation with the
Nomination and Remuneration Committee, based on need
and new Compliance requirements.

The Board evaluation exercise for financial year 2022-23
was carried out by way of internal assessments done based
on a combination of detailed questionnaires and verbal
discussions.

I. Performance evaluation of the Board and Committees

The performance of the Board was evaluated by the

Board Members after considering inputs from all the

Directors primarily on:

i) Board composition and quality with emphasis
on its size, skill, experience and knowledge of
members;

ii) Periodic review of Company''s management and
internal control system for appropriateness and
relevance;

iii) Board process and procedure with emphasis on
the frequency of meetings, attendance thereof,
flow of information;

iv) Oversight of Financial Reporting process including
Internal Controls and Audit Functions;

v) Engagement in Corporate Governance, ethics and
compliance with the Company''s code of conduct.

The Board evaluated the performance of the

Committees on the following parameters:

i) Appropriateness of size and composition;

ii) Clarity of mandate and well-defined agenda;

iii) Reporting to the Board on the Committee''s
activities;

iv) Availability of appropriate internal and external
support or resources to the Committees.

II. Performance Evaluation of Individual Directors

The performance evaluation of the Individual Directors

were carried out by the Board and other Individual

Directors, considering aspects such as:

i) Sufficient knowledge of Company strategy and
objective;

ii) Understand their role as Director, as distinct from
management;

iii) Adequate and productive use of knowledge and
experience of the Independent Directors for the
functioning of Board;

iv) Efforts for professional development to enable
better fulfilment of their responsibilities;

v) Ask questions/critique proposals with confidence;

vi) Open and effective participation in Board
discussions;

vii) Keep stakeholder interest as the touchstone in
endorsing decisions.

III. Performance Evaluation of Chairman

i) Display of effective leadership qualities and skill;

ii) Implementationofobservations/recommendations
of Board Members;

iii) Effective and timely resolution of grievances of
Board Members;

iv) Ability to bring convergence in case of divergent
views and conflict of interest situation tabled at
Board Meetings;

IV. Evaluation Outcome

The evaluation revealed that the timely sharing of
information with the Board, the drafting of agenda
notes and their content, as well as the drafting of the
minutes, were all deemed to be satisfactory. The way
the business issues of the company were handled
satisfied every Board Member.

21. COMMITTEES OF THE BOARD OF DIRECTORS

Your Company has following Committees of Board of
Directors:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders'' Relationship Committee;

4. Corporate Social Responsibility Committee; and

5. Committee of Board of Directors

The role and composition of these Committees, including
the number of meetings held during the period under review
and the related attendance, are provided under Corporate
Governance Report which forms part of the Annual Report.

22. MATERIAL CHANGES

The material changes made as on the date of this report are
as mentioned hereinbelow:

i. A wholly-owned subsidiary of the Company under name
and style as Techbec Green Energy Private Limited
(“TGEPL’) vide CIN: U27201DL2023PTC417728 was
incorporated on 27^th July, 2023.

ii. The Company had entered into a share purchase
Agreement on Friday, 28^th July 2023 with M/s Tamrag
Green Solutions (India) Private Limited to sell and
transfer the entire equity shares held by the Company in
Techbec Global Solutions Private Limited (a subsidiary).
Pursuant to the completion and transfer of shares,
Techbec Global Solutions Private Limited ceased to be
the subsidiary of the Company.

iii. The share price of the Company has appreciated
significantly since the stock split held on 3^rd February,
2023 and with a view to encourage wider participation
and to make it more affordable, the Company did
second Stock Split with effect from 28^th July, 2023. The
Company has sub-divided the Authorized Capital into
Rs. 220000000 (Rupees Twenty Two Crores), divided
into 22,00,00,000 (Twenty Crores) equity shares with
a face value of Rs. 1/- (Rupees One Only) from Rs
220000000 (Rupees Twenty Two Crores), divided into
11,00,00,000 (Eleven Crores) equity shares with a face
value of Rs. 2/- (Rupees Two Only).

Further the issued, subscribed, and paid-up equity
share capital has changed to Rs. 21,26,54,290 divided
into 212654290 equity shares, each of Rs. 1/- (Rupees
One each) each from Rs. 21,26,54,290 divided into
106327145 equity shares of Rs. 2/- (Rupees Two only)
each subsequent to the stock split.

23. RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as
defined under Section 2(76) of the Companies Act, 2013
and Regulation 23 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, (“Listing Regulations’), during the
Financial Year under review were in the ordinary course of
business and at an arm''s length pricing basis and do not
attract the provisions of Section 188 of the Companies Act,
2013. There were no transactions with related parties in
the Financial Year which were in conflict with the interest of
the Company and requiring compliance of the provisions of
Regulation 23 of the Listing Regulations.

Suitable disclosure as required by the Indian Accounting
Standards (Ind AS 24) are mentioned in the Notes which
forms integral part of the Financial Statements.

The Company has formulated a policy on the materiality of
Related Party Transactions and dealing with Related Party
Transactions which has been uploaded on the website of the
Company and can be accessed at https://www.servotech.
in/img/investor/Related-Partv-Transaction-policv.pdf.

The particulars of related party transactions in prescribed
Form AOC-2 are attached as “Annexure-2”.

Pursuant to Regulation 23(9) of the Listing Regulations,
your Company has filed half yearly report on Related Party
Transactions with the stock exchanges.

24. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate internal financial control
procedures commensurate with its size and nature of
business.

The Company has appointed Internal Auditors who
periodically audit the adequacy and effectiveness of the
internal controls laid down by the management and suggest
improvements.

The Audit Committee of the Board of Directors approves
the annual internal audit plan and periodically reviews the
progress of audits as per approved audit plans along with
critical internal audit findings presented by internal auditors,
status of implementation of audit recommendations, if any,
and adequacy of internal controls.

The detailed statement about adequacy of Internal Financial
Controls is given in Point No. 11 of the Management
Discussion and Analysis Report, which forms an integral
part of this Annual Report.

25. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

There are no significant material orders passed by the
Regulators or Courts or Tribunals impacting the going
concern status of the Company and its future operations.

26. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall in any of the criteria of Section
135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 and
hence, the Company is not required to comply with the
same.

However, a Committee has been constituted to guide the
Company in undertaking CSR activities in a focused and
structured manner and review CSR Policy from time to time.
The Company''s CSR policy is placed on the Company''s
website at weblink: https://www.servotech.in/investors/
corporate-governance/policies

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNING AND OUTGO AND
RESEARCH & DEVELOPMENT

In accordance with the requirements of Section 134 (3)
(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014, a statement
showing particulars with respect to Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings and
Outgo is annexed hereto as Annexure-3 and forms part of
this report.

28. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy and has
established the necessary vigil mechanism for its employees
and Directors to report concerns about any unethical and

improper activity. No person has been denied access to the
Chairman of the Audit Committee. The Whistle Blower policy
is uploaded on the website of the Company at https://www.
servotech.in/img/investor/Whistle-Blower-Policv.pdf.

The Audit Committee monitors and reviews the investigations
of the whistle blower complaints. During the year under
review, no complaints were received under Whistle Blower
Policy

29. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2023
is available on the website of the Company and can be
accessed at https://www.servotech.in/blog/wp-content/
uploads/2023/09/Annual-Return-MGT-7.pdf

30. SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India.

31. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS MADE BY THE COMPANY

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Act, are given in
the notes to the Financial Statements.

32. PARTICULARS OF EMPLOYEES

The details required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, in
respect of Directors, KMPs and other employees of the
Company, are given in Annexure-4 of this Board''s Report.

During the year ended 31^st March, 2023, the Company did
not have any employee, who is in receipt of remuneration
of Rs. 8,50,000/- per month or Rs. 1,02,00,000 per
annum and hence the Company is not required to provide
information under Sub rule 2 and 3 of Rule 5 of the
companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

However, in terms of first provision of section 136(1) of
the Act, the Annual Report and Accounts are being sent
to the members and others entitled thereto, excluding the
aforesaid information. The said information is available
for inspection by the members at the Registered Office of
the Company during business hours on working days up
to the date of the ensuing Annual General Meeting. If any
member is interested in obtaining a copy thereof, such
member may write to the Company Secretary at email id
[email protected].

33. NOMINATION AND REMUENRATION POLICY

The Nomination and Remuneration Policy of the Company,
inter alia, provides that the Nomination and Remuneration
Committee shall:

i) formulate the criteria for Board membership, including
the appropriate mix of Executive & Non-Executive
Directors and Board Diversity;

ii) approve and recommend compensation packages and
policies for Directors, Key Managerial Personnel and
Senior Management Personnel;

iii) lay down the effective manner of performance
evaluation of the Board, its Committees and the
Directors; and

iv) such other matters as provided under section 178 of
the Act and under the provisions of Listing Regulations.

The salient features of the Nomination and Remuneration
Policy of the Company are outlined in the Corporate
Governance Report which forms part of this Annual Report.
The Policy is available on the website of the Company at:
https://www.servotech.in/img/investor/Nomination-and-
Remuneration-policv.pdf.

34. RISK MANAGEMENT POLICY

Your Company has in place comprehensive risk assessment
and mitigation framework, which is reviewed by the Board
periodically. The Committee of Board of Directors has
formulated a well-defined Policy for Risk Management
to identify, assess and frame a response to threats and
mitigate the various risks to our business that affects the
achievement of our objectives.

More details on the Policy are given on Company''s website
which can be accessed through following link: https://www.
servotech.in/img/investor/Risk-Management-Policy.pdf

35. DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

As per the requirements of The Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 and rules made thereunder, your Company has
constituted Internal Complaints Committees (ICs) at all
relevant locations across India to consider and resolve the
complaints related to sexual harassment. The ICs includes
external members with relevant experience. The ICs,
presided by senior women conduct the investigations and
make decisions at the respective locations. The ICs also
work extensively on creating awareness on relevance of
sexual harassment issues, including while working remotely.

During the year under review, there were no complaints
pertaining to sexual harassment.

All new employees go through a detailed personal orientation
on anti-sexual harassment policy adopted by the Company.

36. FRAUD REPORTING

There was no fraud reported during the Financial Year
ended 31^st March, 2023.

37. LISTING OF EQUITY SHARES

The equity shares of your Company are listed on National
Stock Exchange of India Limited (“NSE”) Main Board. The
Annual Listing Fees for the year 2022-23 has been duly
paid to the NSE.

38. DEPOSITORY SYSTEM

The Members are requested to note that as on 31^st March,
2023, 99% of the Company''s total paid-up share capital
representing 10,62,45,095 shares are in dematerialized
form. In view of the numerous advantages offered by the
Depository System as well as to avoid frauds, members
holding shares in physical mode are advised to avail of
the facility of dematerialization from National Securities
Depository Limited (“NSDL’) and Central Depository
Services (India) Limited (“CDSL’).

39. HEALTH, SAFETY AND ENVIRONMENT

Your Company has complied with all the applicable Health
& Safety Standards, Environment Laws and Labor laws
and has been taking all necessary measures to protect the
environment and provide workers a safe work environment.
Your Company is committed towards improvement in Health
& Safety as well as Environmental performance by providing
a Safe & healthy work environment to all its employees and
co-workers.

40. HUMAN RESOURCE AND INDUSTRIAL RELATIONS

At Servotech, employees are its prime assets and a vital
key to its success. The company is committed to creating
a professional culture to nurture and enable people to
grow in their careers alongside Company''s success. The
company constantly strives to strengthen its manpower in
alignment with the business needs and continue to engage
them through various initiatives in the realm of learning &
development opportunities, reward & recognition, employee
engagement activities and career growth.

41. ACKNOWLEDGMENTS

Your Directors would like to thank all the stakeholders'' viz.
consumers, shareholders, dealers, suppliers, business
partners, bankers, employees and all other business
associates for the continuous support given by them to the
Company and its Management.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

RAMAN BHATIA SARIKA BHATIA

DATE: 28.08.2023 MANAGING DIRECTOR WHOLE-TIME DIRECTOR

PLACE: New Delhi DIN- 00153827 DIN-00155602

DIRECTORS REPORT

To The Members,

The Directors have great pleasure in presenting Fourteenth Annual Report of the Company together with the Audited Annual Accounts for the year ended 31^st March 2018.

PERFORMANCE REVIEW

During the year (2017-18) under review your Company recorded a turnover of ? 11456.77 lacs as compared to ? 8320.91 lacs in the previous year (2016-17) showing a increase of 37.68%. The net profit before tax stood at 3 551.07 lacs in the current financial year as against 3755.52 lacs in the previous financial year, showing a decrease of 37.10%. .

In the challenging market scenario there has been slight dip in the Profitability of the Company.

FINANCIAL HIGHLIGHTS

The salient features of Company''s Financial Results for the year ended March 31, 2018 under review are as follows:

DIVIDEND

In view of the inadequate profit, during the year and need to conserve resources for the expansion of the business of your Company, Board expresses its inability to declare any dividend for the financial year 2017-2018.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board, in consultation with its Nomination & Remuneration Committee has formulated a framework containing, interalia, the criteria for performance evaluation of the entire Board of the Company, its Committee and Individual Directors, including Independent Directors.

A structured questionnaire was prepared after taking into consideration of the various aspects of the Board its functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of Non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of Executive and Non-Executive directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director &their performance.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated.

The Board of Directors expressed their satisfaction with the evaluation process.

SUCCESSION PLANNING

The Nomination and Remuneration Committee works with the Board on the Succession plan and prepares for the succession in case of any exigencies.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial Year 2017- 18 forms part of the Corporate Governance Report.

AUDITORS

M/s. Gupta Jalan and Associates, Chartered Accountants,(FRN No. 03721N), the Statutory Auditors of the Company to hold office up to the forthcoming Annual General Meeting of the company and are eligible for re-appointment and have confirmed their eligibility and willingness to accept the office of the auditors, if re-appointed.

The Company has received letter from them that their re-appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Board of Directors have recommended to appoint M/s. Gupta Jalan and Associates, Chartered Accountants,(FRN No. 03721N) as the Statutory Auditors of the Company to audit the accounts of the Company for the financial year 2018-19.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors; Report does not contain any qualification, reservation or adverse remark.

COST AUDITORS

As per the new Companies (Cost Records and audit) Rules 2014 the appointment of Cost Auditor is not required for your Company has maintained cost accounting records for the period 2017-18.

INTERNAL FINANCIAL CONTROLS

In terms of section 134 of The Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 The Company has adequate system of Internal Financial Control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The Internal Auditor of the Company also checks and verifies the internal financial control and monitors them.

RISK MANAGEMENT

Your Company is well aware of risks associated with its business operations. Comprehensively risk management system is being put in place involving classification of risk, adoption of risk management measures and a strong mechanism to deal with potential risks and situation leading to a rise of risks in an effective manner.

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

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the following information is provided:

BOARD OF DIRECTORS

The Company is enriched with highly qualified professionals and responsive Board of Directors. It is composed of Executive as well as Non- Executive Directors including Women Director. The details for Composition of Board of Directors of the Company as on date are as follows:

In accordance with the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Sarika Bhatia retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered herself for reappointment. Your Board has recommended her Re-appointment as Executive Director of the Company.

Further following changes at took place in the board of the Company during the Financial Year and up to date are as under:

APPOINTMENTS ON THE BOARD

- Mr. Raman Bhatia was Re-designated from Executive Director to Managing Director of the Company w.e.f. 2nd June,2017 his appointment was further regularized at the EGM of the Company as Managing Director of the Company on 6th June 2017.

- Mr. Sahiel Khurana was appointed as Additional Director of the Company w.e.f. 2nd June 2017 and his appointment was further regularized at the EGM of the Company as Non-Executive Independent Director of the Company on 6th June 2017.

- Mr. Jagmohan Singh was appointed as Additional Director of the Company w.e.f. 2nd June 2017 and his appointment was further regularized at the EGM of the Company as Non-Executive Independent Director of the Company on 6th June 2017.

- Mr. Pankaj Dawar was appointed as Additional Director of the Company w.e.f. 2nd June 2017 and his appointment was further regularized at the EGM of the Company as Non-Executive Independent Director of the Company on 6th June 2017.

- Mr. Yogesh Mahajan was appointed as an Additional Executive Director w.e.f. 29th May 2018 and he shall hold office upto the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from him proposing his candidature for appointment as Independent Director of the Company, not liable to retire by rotation for a term upto 5 (five) years.

RESIGNATIONS FROM THE BOARD

- Mr. Pankaj Malik resigned as Executive Director w.e.f. 11th May 2017.

- Mr. Arun Handa resigned from the directorship of the Company w.e.f. 24th February, 2018.

- Mr. Jagmohan Singh resigned from the directorship of the Company w.e.f. 26th March, 2018.

The Company has formulated a policy on performance evaluation of the Independent Directors, Board and its Committees and other individual Directors which shall be based on, inter alia, criteria like attendance, effective participation, domain knowledge, access to management outside Board Meetings and compliance with the Code of Conduct, vision and strategy and benchmark to global peers.

On the basis of policy for performance evaluation of Independent Directors, Board, Committees and other individual directors, a process of evaluation was carried out. The performance of the Board, individual directors and Board Committees were found to be satisfactory.

Further, Independent Directors of the Company have given declaration that they meet the eligibility criteria of Independence as provided under Section 149(6) of the Companies Act, 2013 & under Regulation 17 and 72 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

KEY MANAGERIAL PERSONNEL

The details of Key Managerial Personnel are as under:-

0 Pallavi Sahni was appointed as Company Secretary on 02.06.2017. and resigned w.e.f. 30.06.2018

- Kamlesh Kumar Thakur (Appointed as CFO w.e.f. 02.06.2017 and Resigned from the post of CFO w.e.f. 28th February, 2018)

- Ghanshyam Das Singla was removed from the post of CFO w.e.f 31st August 2018.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92(3) of the Companies Act, 2013 is annexed herewith as Annexure-II and forms an integral part of this report.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board had appointed A Divay and Company, Company Secretaries, to conduct the Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Report for the Financial Year ended on March 31, 2018, in the prescribed format is attached herewith as Annexure-III to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark to be explained by the Directors of the Company.

INTERNAL AUDITOR

The Company has appointed M/s. GAAP and Associates, Chartered Accountants, as an Internal Auditor of the Company to conduct Internal Audit of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in India, is presented as Annexure-I in this report.

DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014 during the Financial Year 2017-18 under review.

SHARE CAPITAL

The Authorized Share capital of the Company is ? 190,000,000. Further Paid up Share Capital of the Company is 3 183,104,290 (Divided into equity shares of 3 10 each).

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION AND PROJECTION FUND LISTING WITH STOCK EXCHANGES

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the Corporate Governance Requirements set out by SEBI.A detailed Corporate Governance Report of the Company in pursuance of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report of the Company. The requisite Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Regulation 15 is attached to the Corporate Governance Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTOR

Your Company has put in place a system to familiarize its Independent Directors about the Company, its Business Segment, the Industry and Business model of the Company. In addition italso undertakes various measures to update the Independent Director about the ongoing events and development relating to the Company. All the Independent Directors of the Company are made aware of their role, responsibilities & liabilities at the time of their appointment / re appointment, through a formal letter of appointment, which also stipulates various terms and conditions of their engagement, including the compliance required from him under Companies Act 2013, Listing Regulation and other various statues and an affirmation is obtained for the same. The Detail of the Familiarization Programme for Directors are available on the Company''s Website at the link -http://servotech.in/familiarisation-programme/

smart power solutions

SUBSIDIARIES /JOINT VENTURES /ASSOCIATE COMPANIES

During the year under review, no company became or ceased to be a Subsidiary/Joint Venture/Associate of the Company.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURT

No significant and/or material orders were passed by any Regulators/Courts/Tribunals which impact the going concern status of the Company or its future operations.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the company have occurred between the end of financial year of the company to which the financial statements relate and the date of report.

However, on August 24, 2018 - the Company received a Letter from National Stock Exchange (NSE) regarding Listing of Securities of Servotech Power Systems Limited on the Exchange and admitted to dealings on the Capital Market Segment of the Exchange w.e.f. August 24, 2018.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial Year 2017-18 forms part of the Corporate Governance Report.

COMMITTEES

Pursuant to the requirements under Section 177 and 178 of Companies Act, 2013 and Regulation 18,19, 20 and 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted various Committees of the Board such as Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The details of composition and terms of reference are in the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of the Companies Act,2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the annual accounts for the Financial Year ended March 31, 2018, the applicable Accounting Standards read with the requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

ii)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 March 31, 2018 and of the profit and loss of the Company for the year ended on that date;

iii)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;

iv) The Directors have prepared the Annual Accounts of the Company for the Financial Year ended March 31, 2018 on a ''going concern'' basis;

v)The Directors have laid down Internal Financial Control to be followed by the Company and that such internal financial control are adequate and were operating effectively; and

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

RISK ASSESSMENT/ MANAGEMENT

The Board of Directors of the Company is responsible for the direction and establishment of internal control to mitigate material business risks. The policy is framed to identify the element of risk for achieving its business objective and to provide reasonable assurance that all the material risks, misstatements, frauds or violation of laws and regulations will be mitigated.

VIGIL MECHANISM

The Company promotes ethical behavior in all its business activities. Towards this, in compliance to the provisions of Section 177 of Companies Act, 2013, the Company has adopted a policy on Vigil Mechanism and Whistle Blower. The Company has constituted Audit Committee to process and investigate a protected disclosure made under the policy. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice or victimization. The Audit Committee oversees the Vigil Mechanism. The policy on vigil mechanism and whistle blower is available on Company''s website at the link https://servotech.in/vigil-mechanismwhistle-blower-policy/

RELATED PARTY TRANSACTIONS

In terms of the provisions of Section 188 of Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had not entered into any contract/ arrangement/ transactions with Related Parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions during the year. The policy on dealing with Related Party Transaction and policy for determining Material transactions are posted on the Company''s website at the link https://servotech.in/party-transaction-policy/

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The details of Loans given, Investments made, Guarantees given and Securities provided by the Company are given in Note Number 10 to the Financial Statement.

PARTICULARS OF EMPLOYEE AND MANAGERIAL REMUNERATION

During the year under review, the Company does not have any employee who is drawing the remuneration in excess of the limits prescribed by provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5 (1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURES PURSUANT TO SECTION 197 (12) AND RULE 5 OF COMPANIES

The Company has given remuneration according to the remuneration policy formulated by the Company. Further, information is as follows:

I. The Ratio of Remuneration of each Director to the Median Employees Remuneration of the Company for the financial year 2017-18 is as follows:

The Ratio of Remuneration of each Director to the Median Employees Remuneration of the Company is 33.27:1

II.The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2017-18 :

III. The percentage increase in the median remuneration of employees in the Financial Year 2017-18:

There has been an increase of 4.95% in percentage of median remuneration paid to employees in the Financial Year 2017-18 as compared to Financial Year 2017-18

IV. The number of permanent employees on the rolls of Company:

The numbers of permanent employees on the rolls of the Company are 245.

V. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby confirmed that the remuneration in the Financial Year 2017-18 has been paid according to the remuneration policy of the Company.

RISK MANAGEMENT POLICY

The Board of Directors of the company is of the view that currently no significant risk factors are present which may threaten the existence of the company.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company have constituted Corporate Social Responsibility (CSR) committee pursuant to Section 135 of Companies Act, 2013, schedule VII and relevant rules and provisions comprising Mr. Yogesh Mahajan (Chairperson), Mr. Pankaj Dawar and Mr. Sahiel Khurana as members of the Committee. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a CSR Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

During the year under review Company has not spent any amount on CSR activities due to inadequacy of profits.

The Company donated 5100000 for kerala relief fund on 29th August 2018.

The Corporate Social Responsibility policy is available on our website at the link https://servotech.in/nomination-remuneration-policy/

EMPLOYEES'' REMUNERATION

None of the Employees drew salary more than ? 8,50,000/- per month or 5 1,20,00,000/- in a year as required under the provisions of Section 197 (12) of the Companies Act, 2013 read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

NOMINATION AND REMUNERATION POLICY

The Board of Directors have constituted Nomination and Remuneration Committee pursuant to Section 178 of Companies Act, 2013 comprising Mr. Sahiel Khurana (Chairperson), Mr. Pankaj Dawar and Mr. Yogesh Mahajan as members of the Committee. The Board of Directors has formulated a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also lays down the criteria for selection and appointment of Board Members.

The Nomination and Remuneration Policy is available on our website at the link https://servotech.in/nomination-remuneration-policy/

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Board at its meeting has adopted a Whistle Blower Policy/Vigil Mechanism in accordance with the provisions of the Companies Act 2013 and SEBI (LODR), 2015 which provides a formal mechanism for all directors, employees and other stakeholders of the Company, to report to the management their genuine concerns or grievances about unethical behaviour, actual or suspected fraud and any violation of the Company''s Business Code of Conduct.

The Policy also provides a direct access to the Chairperson of the Audit Committee to make protective disclosures to the management about grievances or violation of the Company''s Business Code of Conduct.

The Whistle Blower policy is also available on our website at the link https://servotech.in/vigil-mechanismwhistle-blower-policy/

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every women working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

In accordance with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" to provide for the effective enforcement of the basic human right of gender equality and guarantee against sexual harassment and abuse, more particularly against sexual harassment at work places, measures are laid down by the Company. During the year, there was no complaint lodged with the Company.

All employees (permanent, contractual, temporary, trainees) are covered under this policy.

FORMAL ANNUAL EVLUATION

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

- Attendance of Board Meetings and Board Committee Meetings;

- Quality of contribution to Board deliberations;

- Strategic perspectives or inputs regarding future growth of Company and its performance;

- Providing perspectives and feedback going beyond information provided by the management;

- Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board. ACKNOWLEDGMENT

Your Directors wish to place on record their appreciation for the continuous support extended by all the employees, shareholders, customers, investors, government authorities and bankers for their continued support and faith reposed in the Company.

Raman Bhatia For and on behalf of the Board of Directors of

Managing Director

Servotech Power Systems Limited

DIN:00153827

Place: New Delhi

^{Date: 04}-⁰⁹-²⁰¹⁸ Sarika Bhatia

Telephone: 91-011-41117657 Director

Website: www.servotech.in DIN_:00155602

Email id:[email protected]