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New Swan Multitech Ltd Directors Report

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New Swan Multitech Ltd Share Price directors Report

To, The Members,

New Swan Multitech Limited

The Directors are pleased to present the 12 th Annual Report of our Company together with the Audited Statement of Accounts and the Auditors Report of our Company for the Financial Year ended 31 st March, 2026.

FINANCIAL HIGHLIGHTS (STANDALONE)

The Company prepared its financial statements in accordance with the requirements of the Companies Act, 2013. The summarized financial results for the Financial Years 2025-26 & 2024-25 are as under: (Figures in Rs. Lakhs)

PARTICULARS CURRENT YEAR PREVIOUS YEAR
Revenue from operations 17,723.36 15,974.93
Other Income 88.95 134.37
Total Income 17,812.32 16,109.30
Total Expenses 16,492.90 14,628.08
Profit/Loss before tax 1,319.41 1,481.22
Less: Tax Expense
Current Tax 339.19 338.09
Deferred Tax -4.98 -40.77
Taxes relating to earlier years 0.00 8.31
CSR Expenses 27.64 23.88
Profit/Loss after Tax 958.56 1,151.72
Paid Up Share Capital (in Rs.) 19,016,240.00 19,016,240.00
Value Per share (in Rs.) 10 10
Earnings per Equity Share- (in Rs.) 5.04 6.06
- Basic & Diluted

STATE OF COMPANYS AFFAIRS, ITS OPERATIONS AND FUTURE OUTLOOK

During the financial year under review, the Companys revenue from operations has been increased to Rs. 17,723.36 lakhs as compared to the previous year revenue of Rs. 15,974.93 lakhs. On the other hand, expenditure has also increased from Rs. 14,628.08 lakhs to Rs.

16,492.90 lakhs during the current Financial Year. The Company net profit recorded a figure of Rs. 958.56 lakhs.

CHANGES IN SHARE CAPITAL

a) Authorized Share Capital

During the year there was no change in the Authorized Share Capital of the Company.

b) Issued, Subscribed and Paid-up Share Capital

During the year there was no change in the Issued, Subscribed and Paid-up Share Capital of the Company.

AMOUNTS TRANSFERRED TO ANY RESERVES

The Company has transferred the Net profit of Rs. 958.56 Lakhs for the current Financial Year to its Surplus Account.

DIVIDEND

In consonance with the Companys policy of rewarding its shareholders on a consistent basis, your directors have recommended Final Dividend of Rs. 0.50/- per equity share i.e. @ 5% Dividend on the Equity Share Capital of the Company for Financial Year 2025-2026, subject to approval of the Members in the ensuing Annual General Meeting of the Company.

BOARD OF DIRECTORS

The Board of Directors have ultimate responsibility for the management, general affairs, direction, performance and long term success of business as a whole. The Board continuously reviews Companys governance, risk and compliance framework, business plans and organization structure to align with competitive benchmark. The Board represents an optimum mix of professionalism, knowledge and experience which enables the Board to discharge its responsibilities and provide effective leadership to the Company.

None of the Directors on the Board hold directorships in more than ten public companies and member of more than ten committees or chairperson of more than five committees across all the public companies in which he or she is a Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Composition

The Board of Directors comprises six (6) Directors consisting of Two (2) Independent Directors, one (1) Whole-Time Director, one (1) Managing Director and one (1) Woman Director as on 31 st March, 2026

Name of Category No. of Other Membership of
Directors Directorship held in Committees
Public Ltd. Company
Upkar Singh Promoter/Executive 2 3
Director
Kanwardeep Promoter/Executive 2 NIL
Singh Director
Barunpreet Singh Promoter/Executive 2 1
Ahuja Director
Ajay Kumar Non-Executive/ NIL 4
Independent Director
Manmeet Kaur Promoter/Non- NIL 1
Executive Director
Mukul Aul Non-Executive/ NIL 3
Independent Director

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Retirement By Rotation:

In accordance with the provisions of the Articles of Associations and 152 (6) of Companies Act, 2013, Smt. Manmeet Kaur (DIN - 10333353), Director will be retiring by rotation at the ensuring Annual General Meeting and being eligible, has offered herself for re-appointment.

The relevant details, as required under the Regulation 36(3) of Listing Regulations and Secretarial Standards - 2, of the person seeking re-appointment as Director are also provided in the Notice convening the 12 th Annual General Meeting.

Resignation and Appointment

There is no change in the composition of the Board of Directors of the Company during the Financial Year under review.

CHANGE IN DIRECTORS BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE BOARD REPORT:

There is no change in the Directors between the end of Financial Year and date of the Board Report.

MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE BOARD REPORT:

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

ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act 2013, is annexed which forms an integral part of this Report as Annexure 1 and is also available on the Companys website viz. www.swanagro.in.

DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year under review.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS AND SHAREHOLDERS:

During the year under review, Six Board Meetings were convened and held. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013.

The details of attendance of each director at the Board Meetings are given below:

Name of Number of No. of Board Attendance of
Directors Board Meetings Last AGM
Meetings attended
Eligible to
Attend
Mr. Upkar Singh 6 6 Yes
Mr. Kanwardeep Singh 6 6 Yes
Mr. Barunpreet Singh 6 6 Yes
Ahuja
Ms. Manmeet Kaur 6 6 Yes
Mr. Ajay Kumar 6 6 No
Mr. Mukul Aul 6 6 No

AUDITORS AND THEIR REPORT

STATUTORY AUDITORS

M/s. Sukhminder Singh & Co., Chartered Accountants, Ludhiana were Appointed as Statutory Auditors of the Company under section 139 of the Companies Act, 2013 for the Five Financial Years i.e. 01.04.2023 to 31.03.2028 in the Annual General Meeting of the Company held on 30.09.2023.

COST AUDITOR:

Anju Pardesi, Cost Accountants (Firm Registration No. 003448), Ludhiana, have been duly appointed as Cost Auditors of the Company under Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 for the Financial Year 2025-26.

SECRETARIAL AUDITOR

M/s M.G. Jindal & Associates, Company Secretaries in Practice (C.P. No. 2712) were appointed as the Secretarial Auditor of the Company for the period of 5 (Five) consecutive years from the Financial Year 2025-26 till Financial Year 2029-30, in the 11 th Annual General Meeting of the Company held on 30.09.2025.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has been appointed M/s M.G. Jindal & Associates, Company Secretaries in Practice (C.P. No. 2712) to undertake the Secretarial Audit of the Company for the Financial year 2025-2026. M/s M.G. Jindal & Associates, Practicing Company Secretaries have carried out the Secretarial Audit for the Financial Year ended March 31, 2026.

The Secretarial Audit Report in Form No. MR-3 for the financial year ended 31 st March, 2026 under the Act, read with rules made thereunder, is annexed herewith as Annexure - 2 and forms an integral part of this report.

The details of qualification, reservation or adverse remark on the Secretarial Auditor report is as table below:

Sr No. Qualifications / Reservations / Managements\u2019 Reply
Adverse Remarks / Disclaimers
1. The Company has not appointed The Company has duly appointed
Internal Auditor as per Section M/s N C L S & Associates from
138 of the Companies Act, 2013 Financial Year 2026-2027 onwards
for the Financial Year 2025-2026. and will continue to comply with the
necessary provisions in the future.
2. During the year the company has Company will take adequate
availed various credit facilities measures to timely comply with the
from banks which were not requirements.
intimated on BSE.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any, of the Companies Act, 2013, the Board of Directors in their meeting held on 05 th September, 2026, on the recommendation of the Audit Committee, has duly appointed M/s. N C L S & Associates, Chartered Accountants, FRN: 025796C (Partner in Charge - Mr. Ashish Gupta) as the Internal Auditors of the Company for the Financial Year 2026-2027.

EXPLANATION TO AUDITORS REMARKS

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

APPLICABILITY FOR THE MAINTENANCE OF COST RECORDS UNDER SUB SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of sub - section (1) of section 148 of the Companies Act, 2013, maintenance of Cost Records are required by the Company and accordingly such accounts and records are made and maintained.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

The Company does not have any Subsidiary, Joint Venture or Associates, as per Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

During the year under review, transactions entered into with Group Companies/ Related Parties are given at Note No. 31(d) to the Financial Statements which were in the ordinary course of business at arms length basis and in compliance with the applicable provisions of the Companies Act, 2013.

The detailed disclosure of these transactions in Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure - 4 to this Report.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

During the year under review, the Company has not entered into any transactions regarding Loans, Guarantee and investment under section 186 of the Companies Act, 2013.

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

The particulars on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - 3 and forms part of this report.

DISCLOSURE OF REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY:

The information required pursuant to the provisions of Section 197 (12) read with rule 5 (1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as Annexure - 5 and forms part of this report.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No significant & material orders were passed by the Regulators or courts or tribunal which impacts the going concern status and companys operations in future.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of provisions of Section 135 of the Companies Act, 2013 and Corporate Social Responsibility Policy Rules, 2014, the Corporate Social Responsibility Committee (CSR Committee) has formulated a Corporate Social Responsibility Policy (CSR Policy) which indicates the activities which can be taken by the Company. This policy was duly approved by the Board which is available on the website of the Company at https://www.swanagro.in/en/investors/company-policies.

The CSR Committee is constituted by the following members :-

1. Sh. Upkar Singh - Chairman

2. Sh. Barunpreet Singh Ahuja

3. Sh. Ajay Kumar

The Annual Report on CSR activities is annexed herewith marked as Annexure - 6 .

COMMITTEES

Particulars of Audit Committee

Pursuant to the provision of section 177 of Companies Act, 2013 and Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014. The Company had duly constituted an Audit Committee of the Board.

The Audit Committee is constituted by the following members:-

1. Sh. Ajay Kumar - Chairman 2. Sh. Mukul Aul 3. Sh. Upkar Singh

During the year under the review, The Audit Committee met on three (3) occasions viz. 30 th May 2025, 06 th September 2025, 14 th November, 2025. The necessary quorum was present at all the meetings.

Nomination & Remuneration Committee and Stakeholders Relationship Committee

The Company falls under the criteria to constitute a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and had duly constituted the Nomination and Remuneration Committee.

The Nomination & Remuneration Committee is constituted by the following members:-

1. Sh. Ajay Kumar - Chairman

2. Sh. Mukul Aul

3. Smt. Manmeet Kaur

During the year under review, the Nomination and Remuneration Committee met on two (2) occasions viz. May 30 th 2025 and September 06 th 2025. The necessary quorum was present at all the meetings.

The Stakeholders Relationship Committee is constituted by the following members :-

a. Sh. Ajay Kumar- Chairman b. Sh. Mukul Aul c. Sh. Upkar Singh

During the year under review, the Stakeholders Relationship Committee met on November 14 th , 2025

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

The company has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the Act) and the rules there under. The policy aims to provide protection to women at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment. The company has also constituted an Internal Complaints Committee to inquire into complaints and take appropriate action.

The company has not received any complaint under Sexual Harassment during the year.

PERFORMANCE EVALUATION

Pursuant to the Section 134(3) of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, performance of its Committees as well as directors individually. Further, the Independent Directors of the Company met once during the year on 08 th May, 2025 to review the performance of the Non-Independent Directors and performance of the Board as a whole, review the performance of the Chairperson of the Company taking into account the views of non-executive directors, Composition of Board / Committees, Quality and timely flow of information that is necessary for the Board to effectively and reasonable perform their duties, frequency of meetings, and level of participation in discussions were some of the parameters considered during the evaluation process and to take note of amendments and legal updates related to independent directors.

CORPORATE GOVERNANCE

The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not obligated to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant headings.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the provisions of the applicable Secretarial Standards issued by Institute of Companies Secretaries of India. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

The Company in accordance with Section 177 (9) of the Companies Act, 2013 has established a Vigil Mechanism/Whistle Blower Policy to report genuine concerns about unethical behavior, actual or suspected fraud or violation of Companys code of conduct or grievances & to provide adequate safeguards against victimization of persons who may use such mechanism. The mechanism provides for direct access to the Chairman of the Audit Committee in exceptional circumstances. The Audit Committee reviews and ensures the adequacy of the system laid down by the Company for the said purpose and no concern was reported during the financial year ended March 31, 2026. The Vigil Mechanism/Whistle Blower Policy is posted on the website of the Company and the web link for the same is https://www.swanagro.in/en/investors/company-policies.

NOMINATION AND REMUNERATION POLICY:

The Nomination and Remuneration Committee recommends to the Board, the Companys policy on Directors, Key Managerial Personnel and Senior Management appointment and remuneration including criteria for determining qualifications, positive attributes, independence of director and other matters as per Section 178(3) of the Companies Act, 2013. The Nomination and Remuneration Policy is available on the Companys website and the web link for the same is https://www.swanagro.in/en/investors/company-policies. As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features of Nomination and Remuneration Policy is annexed as Annexure - 7 hereto and forms part of this report.

POLICY FOR PRESERVATION OF DOCUMENTS:

In accordance with regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has adopted a policy for preservation of documents and the same is also available on the Companys website and the web link for the same is https://www.swanagro.in/en/investors/company-policies.

POLICY FOR DETERMINATION OF MATERIALITY OF THE DISCLOSURE OF EVENTS & INFORMATION:

In accordance with regulation 30 (4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a policy has been adopted regarding disclosures of any events or information which, in the opinion of the board of directors is material and the same is also available on the Companys website and the web link for the same is https://www.swanagro.in/en/investors/company-policies.

ARCHIVAL POLICY:

In accordance with regulation 30 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 an archival policy has been adopted by the Board. The Archival Policy is available on the Companys website and the web link for the same is https://www.swanagro.in/en/investors/company-policies.

OTHER POLICIES:

Your Company has also framed the Policies (i) the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; (ii) the Code of Conduct as required under SEBI (Prohibition of Insider Trading) Regulations, 2015 and (iii) Policy on inquiry in case of leak of unpublished price sensitive information (UPSI) and the same is available on the website of Company at www.swanagro.com.

RISK MANAGEMENT POLICY

The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks. Company recognizes that risk is an integral and unavoidable component of business and the management is committed to administer the risk in a proactive and effective manner. The Company believes that the Risk cannot be eliminated but it can be better managed: - By adopting good internal controls; By not entering into risky businesses; Either avoiding the cost of trying to reduce risk or in anticipation of higher profits by taking on more risk, and; By following a middle path between retaining and transferring risk. Company adopts systematic approach to mitigate risks associated with accomplishment of objectives, operations, revenues and compliance with the regulations. The Company believes that this would ensure mitigating steps proactively and help to achieve the risk management effectively.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company have submitted the declaration of independence, as required pursuant to the provisions of Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of Independence as provided under Section 149(6). They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meeting of Independent Directors:

Separate meeting of Independent Directors was held on 08 th May, 2025, interalia to discuss :

To evaluate the performance of Non-Independent Directors, performance of the Board as a whole. Review the performance of the Chairman, taking into account the views of Executive Directors and Non- Executive Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

DISCLOSURE REGARDING PENDING CASES UNDER IBC, 2016

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

CONFIRMATION UNDER THE MATERNITY BENEFIT ACT, 1961

During the financial year ended 31 st March 2026, the Company was in compliance with the provisions relating to the Maternity Benefit Act, 1961, as amended.

ONE TIME SETTLEMENT WITH BANK

There was no instance of onetime settlement with any Bank or Financial Institution.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors would like to assure the Members that the financial statements for the year under review conform in their entirety to then requirements of the section 134 (5) of the Companies Act, 2013 and rules made there under.

The Directors confirm that:- a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) appropriate accounting policies have been selected and applied consistently, and have 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, 2026 and of the profit and loss of the Company for the year ended on 31 st March, 2026; c) proper and sufficient care has been taken 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 frauds and other irregularities; and d) The annual accounts have been prepared on a going concern basis. e) Adequate internal financial controls to be followed by the Company have been laid down and such controls were operating effectively. f) Proper and Adequate Systems to ensure compliance with the provisions of all applicable laws have been devised such systems were operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report.

LISTING

The securities of the Company are listed on BSE Limited (Scrip Code: 544082), Floor 25, P. J. Towers, Dalal Street, Mumbai - 400 001.

ACKNOWLEDGEMENTS:

The Board of Directors wishes to acknowledge the continued support and co-operation extended by the Companys shareholders, business associates, Banks and other stakeholders. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1 CIN U34100DL2014PLC265736
2 Registration Date 03/03/2014
3 Name of the Company NEW SWAN MULTITECH LIMITED
4 Category/Sub-category of the Company Company Limited by Shares/Indian Non-Government Company
5 Address of the Registered office & contact details Shop No. 310, 3rd floor, Vardhman Crown Mall, Plot No. 2, Sector - 19, District Court Complex Dwarka, South
West Delhi, New Delhi, Delhi, India, 110075
6 Whether listed company Listed
7 Name, Address & contact details of the Registrar & Transfer Bigshare Services Pvt Ltd, Office No S6-2 6th floor Pinnacle Business Park Next to Ahura Centre Mahakali
Agent, if any. Caves Road Andheri (East) Mumbai 400093 Maharashtra India.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the
No. company
1 Manufacture of Agricultural and Forestry Machinery 2821 40.41%
2 Manufacture of Parts and Accessories for Motor vehicles 2930 56.58%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:- NIL

SN Name and address of the Company CIN Holding/ Subsidiary/ Associate % of Applicabble
shares Section
held

IV. SHARE HOLDING PATTERN

(Equity share capital breakup as percentage of total equity)

(i) Category-wise Share Holding

Category of No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change
Shareholders [As on 01st-April-2025] [As on 31-March-2026] during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total
Shares
A. Promoters
(1) Indian
a) Individual/ 14,000,200 14,000,200 73.62% 14,186,200 - 14,186,200 74.60% 0.00%
b) Central Govt - - 0.00% - - 0.00% 0.00%
c) State Govt(s) - - 0.00% - - 0.00% 0.00%
d) Bodies Corp. 40 40 0.00% 40 - 40 0.00% 0.00%
e) Banks / FI - 0.00% - 0.00% 0.00%
f) Any other - - 0.00% - - 0.00% 0.00%
Sub Total (A) (1) 14,000,240 14,000,240 100.00% 14,186,240 - 14,186,240 74.60% 0.00%
(2) Foreign
a) NRI Individuals - - 0.00% - - 0.00% 0.00%
b) Other - - 0.00% - - 0.00% 0.00%
c) Bodies Corp. - - 0.00% - - 0.00% 0.00%
d) Any other - - 0.00% - - 0.00% 0.00%
Sub Total (A) (2) - - - 0.00% - - - 0.00% 0.00%
TOTAL (A) 14,000,240 14,000,240 73.62% 14,186,240 - 14,186,240 74.60% 0.00%
B. Public
1. Institutions
a) Mutual Funds - 0.00% - 0.00% 0.00%
b) Banks / FI - 0.00% - - 0.00% 0.00%
c) Central Govt - 0.00% - 0.00% 0.00%
d) State Govt(s) - 0.00% - 0.00% 0.00%
e) Venture Capital 0.00% 132,000 132,000 0.69% 0.69%
Funds/Alternative
investment Fund
f) Insurance 0.00% - 0.00% 0.00%
Companies
g) FIIs - 0.00% - 0.00% 0.00%
h) Foreign - 0.00% - 0.00% 0.00%
Venture Capital
Funds
i) Others (specify) 34,000 34,000 0.18% 34,000 34,000 0.18% 0.00%
Sub-total (B)(1):- 34,000 - 34,000 0.18% 166,000 - 166,000 0.87% 0.69%
Non- Institutions
a) Bodies Corp. 0.00%
i) Indian 182,000 182,000 0.96% 236000 236,000 1.24% 0.28%
ii) Overseas - 0.00% - 0.00% 0.00%
b) 366,000 366,000 1.92% 258,000 258,000 1.36% -0.57%
Individuals/HUF
i) Individual 3,262,000 3,262,000 17.15% 3,060,000 - 3,060,000 16.09% -1.06%
shareholders
holding nominal
share capital upto
Rs. 2 lakh
ii) Individual 1,016,000 1,016,000 5.34% 984,000 984,000 5.17% -0.17%
shareholders
holding nominal
share capital in
excess of Rs 2
lakh
c) Others (specify) 0.00% - 0.00% 0.00%
Non Resident 126,000 126,000 0.66% 112,000 112,000 0.59% -0.07%
Overseas - 0.00% - 0.00% 0.00%
Corporate Bodies
Foreign Nationals - 0.00% - 0.00% 0.00%
Clearing Members 14,000 14,000 0.07% 14000 14,000 0.07% 0.00%
Trusts 16,000 16,000 0.08% 0.00% -0.08%
Foreign Bodies - - 0.00% - 0.00% 0.00%
D R
Sub-total (B)(2):- 4,982,000 - 4,982,000 26.20% 4,664,000 - 4,664,000 24.53% -1.67%
Total Public (B) 5,016,000 - 5,016,000 26.38% 4,830,000 - 4,830,000 25.40% 0.00%
C. Shares held 0.00% - 0.00% 0.00%
by Custodian for
GDRs & ADRs
Grand Total 19,016,240 - 19,016,240 100.00% 19,016,240 - 19,016,240 100.00% 0.00%

(ii) Shareholding of Promoter

SN Shareholder\u2019s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in
shareholding
No. of Shares % of total Shares % of Shares No. of Shares % of total % of Shares during the year
of the company Pledged/ Shares of the Pledged /
encumbered to company encumbered
total shares to total
shares
1 Sh. Upkar Singh 13,999,960 73.62% - 13,999,960 73.62% - 0.00%
2 Smt. Kuldeep Kaur 40 0.00% - 106,040 0.56% - 0.56%
3 Smt. Ikpreet Kaur 80 0.00% - 80 0.00% - 0.00%
4 Sh. Barunpreet Singh Ahuja 40 0.00% - 64,040 0.34% - 0.34%
5 Sh. Kanwardeep Singh 40 0.00% - 6,040 0.03% - 0.03%
6 New Swan Autocomp Private Limited 40 0.00% 40 0.00% 0.00%
7 Manmeet Kaur 40 0.00% 10,040 0.05% 0.05%
TOTAL 14,000,240 73.62% 14,186,240 74.60% 0.98%

(iii) Change in Promoters Shareholding (please specify, if there is no change)

SN Particulars Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares No. of shares % of total shares
1 KUDLEEP KAUR
At the beginning of the year 40 0.00% 40 0.00%
Changes during the year 106,000 0.56% 106,040 0.56%
At the end of the year 106,040 0.56% 106,040 0.56%
2 BARUNPREET SINGH
AHUJA
At the beginning of the year 40 0.00% 40 0.00%
Changes during the year 64,000 0.34% 64,040 0.34%
At the end of the year 64,040 0.34% 64,040 0.34%
3 KANWARDEEP SINGH
At the beginning of the year 40 0.00% 40 0.00%
Changes during the year 6,000 0.03% 6,040 0.03%
At the end of the year 6,040 0.03% 6,040 0.03%
4 MANMEET KAUR
At the beginning of the year 40 0.00% 40 0.00%
Changes during the year 10,000 0.05% 10,040 0.05%
At the end of the year 10,040 0.05% 10,040 0.05%

(iv) Shareholding Pattern of top ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs):

SN For each of the Top 10 Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year
shareholders (Name of
Shareholders) No. of shares % of total shares No. of shares % of total shares
NEEL NILESHBHAI
1
DOSHI
At the beginning of the year 178,000 0.00% 178,000 0.93%
Changes during the year - 0.00% - 0.00%
At the end of the year 178,000 0.93% 178,000 0.93%
MILI CAPITAL
INVESTMENT TRUST -
2
MILI EMERGING
EQUITIES FUND
At the beginning of the year - 0.00% - 0.00%
Changes during the year 132,000 0.69% 132,000 0.69%
At the end of the year 132,000 0.69% 132,000 0.69%
JR SEAMLESS PRIVATE
3
LIMITED
At the beginning of the year 96,000 0.50% 96,000 0.50%
Changes during the year - 0.00% - 0.00%
At the end of the year 96,000 0.50% 96,000 0.50%
KSA SHARES AND
4 SECURITIES PRIVATE
LIMITED
At the beginning of the year - 0.00% - 0.00%
Changes during the year 90,000 0.47% 90,000 0.47%
At the end of the year 90,000 0.47% 90,000 0.47%
5 KRINA S SHAH
At the beginning of the year 70,000 0.36% 70,000 0.36%
Changes during the year 2,000 0.01% 2,000 0.01%
At the end of the year 72,000 0.37% 72,000 0.37%
KAJA NAGA
6 LINGESWARA
PURNACHANDRA RAO
At the beginning of the year 50,000 0.26% 50,000 0.26%
Changes during the year - 0.00% - 0.00%
At the end of the year 50,000 0.26% 50,000 0.26%
VINOD DHIRAJLAL
7
MEHTA
At the beginning of the year 50,000 0.26% 50,000 0.26%
Changes during the year - 0.00% - 0.00%
At the end of the year 50,000 0.26% 50,000 0.26%
8 SANJAY HARIKISHAN
At the beginning of the year 46,000 0.24% 46,000 0.24%
Changes during the year - 0.00% - 0.00%
At the end of the year 46,000 0.24% 46,000 0.24%
RAJESH JASWANTLAL
9
SHAH
At the beginning of the year 42,000 0.22% 42,000 0.22%
Changes during the year 2,000 0.01% 2,000 0.01%
At the end of the year 44,000 0.23% 44,000 0.23%
ASHA DEEPAK GORADIA
10
At the beginning of the year 40,000 0.21% 40,000 0.21%
Changes during the year - 0.00% - 0.00%
At the end of the year 40,000 0.21% 40,000 0.21%

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. Shareholding of each Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year
No. Directors and each Key
Managerial Personnel No. of shares % of total shares No. of shares % of total shares
1 Upkar Singh
At the beginning of the year 13,999,960 73.62% 13,999,960 73.62%
Changes during the year 0 - - -
At the end of the year 13,999,960 73.62% 13,999,960 73.62%
2 Kanwardeep Singh
At the beginning of the year 40 0.00% 40 0.00%
Changes during the year 6,000 0.03% 6,040 0.03%
At the end of the year 6,040 0.03% 6,040 0.03%
3 Barunpreet Singh Ahuja
At the beginning of the year 40 0.00% 40 0.00%
Changes during the year 64,000 64,040 0.34%
At the end of the year 64,040 0.34% 64,040 0.34%
4 Manmeet Kaur
At the beginning of the year 40 0.00% 40 0.00%
Changes during the year 10,000 0.05% 10,040 0.05%
At the end of the year 10,040 0.05% 10,040 0.05%
5 Ajay Kumar
At the beginning of the year - 0.00% - 0.00%
Changes during the year 0.00% 0.00%
At the end of the year - 0.00% - 0.00%
6 Mukul Aul
At the beginning of the year - 0.00% - 0.00%
Changes during the year 0.00% 0.00%
At the end of the year - 0.00% - 0.00%
7 Naveen Bhakoo (CFO)
At the beginning of the year - 0.00% - 0.00%
Changes during the year 0.00% 0.00%
At the end of the year - 0.00% - 0.00%
8 Tanveer Kaur (CS)
At the beginning of the year - 0.00% - 0.00%
Changes during the year 0.00% 0.00%
At the end of the year - 0.00% - 0.00%

V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Particulars Secured Loans excluding Unsecured Loans Deposits Total Indebtedness
deposits
Indebtedness at the beginning of the financial year
i) Principal Amount 4,109.64 65.01 - 4,174.65
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - -
Total (i+ii+iii) 4,109.64 - 4,174.65
Change in Indebtedness during the financial year
* Addition 0.55 -
* Reduction (441.16) -
Net Change (441.16) 0.55 (440.61)
Indebtness at the end of the financial year
i) Principal Amount 3,668.48 65.56 - 3,734.04
ii) Interest due but not paid - - - -
iii) Interest accrued but not due -
Total (i+ii+iii) 3,668.48 65.56 - 3,734.04

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount
Name Barunpreet Singh Ahuja (Rs/Lac)
Designation Whole-Time Director
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
59.92 59.92
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 -
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961
-
2 Stock Option -
3 Sweat Equity -
Commission -
4 - as % of profit -
- others, specify -
5 Others, please specify -
Total (A) 59.92 - 59.92
Ceiling as per the Act

B. Remuneration to other Directors

SN. Particulars of Remuneration Name of Directors Total Amount
(Rs/Lac)
1 Independent Directors
Fee for attending board committee meetings -
Commission -
Others, please specify -
Total (1) - - - -
2 Other Non-Executive Directors
Fee for attending board committee meetings -
Commission -
Others (Remuneration) -
3 Other Executive Directors Kanwardeep Singh
Fee for attending board committee meetings -
Commission -
Others (Remuneration) 12.00 12.00
Total (3) -
Total (B)=(1+2+3) 12.00 12.00
Total Managerial Remuneration -
Overall Ceiling as per the Act NA NA

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

SN. Particulars of Remuneration Name of Key Managerial Personnel Total Amount
Name (Rs/Lac)
Designation CFO CS
Naveen Bhakoo Tanveer Kaur
1 Gross salary 20.47 2.09 22.56
(a) Salary as per provisions contained in
-
section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax -
(c) Profits in lieu of salary under section 17(3)
-
Income- tax Act, 1961
Stock
2
Option -
Sweat
3
Equity -
Commission
4 - as % of profit -
- others, specify -
5 Others, please specify -
Total - 20.47 2.09 22.56

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL

Type Section of the Brief Description Details of Penalty / Punishment/ Authority [RD / NCLT/ COURT] Appeal made, if any (give
Companies Act Compounding fees imposed Details)
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding

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