New Swan Multitech Ltd Directors Report

To,

The Members,

New Swan Multitech Limited

The Directors are pleased to present the 10^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, 2024. The summarized financial results for the year ended 31^st March, 2024 are as under:-

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 2023-24& 2022-23 are as under:

(Figures in Lakhs)

Particulars	Current Yr.	Previous Yr.
Revenue from operations	15252.16	15116.04
Other Income	3.25	26.13
Total Income	15255.41	15142.17
Total Expenses	13802.86	13718.60
Profit/Loss before tax	1452.55	1423.57
Less: Tax Expense
Current Tax	414.93	350.53
Deferred Tax	27.96	43.32
Taxes relating to earlier years	53.78	12.32
CSR Expenses	17.37	11.86
Profit/Loss after Tax	938.50	1005.54
Paid Up Share Capital	19,016,240.00	3,50,00,600.00
Value Per share	10	10
Earnings per Equity Share- - Basic & Diluted	4.94	28.73

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. 15252.04 lakhs as compared to the previous year income of Rs. 15116.04 lakhs. On the other hand, expenditure has also decreased from Rs. 13718.60 lakhs to Rs. 13802.86 lakhs during the current financial year. The Company net profit recorded at net figure of Rs. 938.50 lakhs.

CHANGES IN SHARE CAPITAL

a) Authorised Share Capital

During the year there was increase in the Authorised Share Capital of the Company from existing Rs. 5,00,00,000.00 (Rupees Five crore Only) divided into 50,00,000 (Fifty Lakh) Equity Shares of Rs.10 each to Rs. 20,00,00,000.00 (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10 each by creation of 1,50,00,000 (One Crore Fifty Lakh) additional equity shares of Rs. 10 each.

b) Issued, Subscribed and Paid-up Share Capital

During the year under review the paid up capital has increased from 35,00,060 shares of FV of 10/- each to 14,000,240 shares of FV of 10/- each consequent to Bonus Issue of 10,500,180 shares of 10/- each.

Further during the year under review, the paid up capital of the company increased from 1,40,00,240 shares of FV of 10/- each to 1,90,16,240 shares of FV of 10/- each consequent to IPO which happened during the year.

The total offer size of IPO was 50,16,000 Equity shares of face value of ? 10/- each at an issue price of ? 66 per equity share for cash, aggregating up to ? 3,310.56 lakhs.

c) Utilisation of Proceeds of IPO

Pursuant to the Regulation 32 of the Listing Regulations, there was no deviation(s) or variation(s) in the use of proceeds of IPO till 31st March, 2024. The proceeds of IPO were utilised for the objects as disclosed in the Prospectus. Details as on 31st March, 2024 are as follows:

Sl No Name of the Object	Amount as proposed in Offer Document(In Lakhs)	Amount utilised (in Lakhs	Total unutilised Amount (in Lakhs)
1. Funding of capital expenditure towards purchase of certain machineries for existing manufacturing unit located at Raian, Ludhiana	390.05	38.48	351.57
2. Repayment of a portion of certain	800.00	800.00	NIL
borrowing availed by our Company
3. To meet working capital requirements	1550.00	1394.39	155.61
4. General Corporate Purpose (including IPO expenses apportioned to NSML)	570.51	335.50	235.01
Total	3310.56	2568.37	742.19

There was no deviation / variation in the utilisation of the funds as certified by Mr. Naveen Bhakoo, Chief Financial Officer of the Company. Necessary disclosures have been made to the Stock Exchanges in the Statement of Deviation/Variation Report issued half yearly.

AMOUNTS TRANSFERRED TO ANY RESERVES

Company has not transferred any amount to any reserves.

DIVIDEND

During the year under review, the directors do not recommend any dividend for the year ended 31^st March, 2024.

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) Wholetime Directors, one (1) Managing Director and one (1) Women Director as on 31st March, 2024

Name of Directors	Category	No. of Other Directorship held in Public Ltd. Company	Membership of the Committee
Upkar Singh	Promoter/Executive Director	1	3
Kanwardeep Singh	Promoter/Executive Director	1	0
Barunpreet Singh Ahuja	Promoter/Executive Director	1	1
Ajay Kumar	Non-Executive/ Independent Director	NIL	4
Manmeet Kaur	Promoter/Non-Executive Director	NIL	1
Gaurav Maheshwari	Non-Executive/ Independent Director	NIL	3

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 Mr. Kanwardeep Singh (DIN - 01588162), 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, of the person seeking re-appointment as Director are also provided in the Notice convening the 10^th Annual General Meeting.

Resignation:

During the year Mr Lakwinder Singh and Mr Lakhvir Kumar resigned from the directorship of the company w.e.f 21/09/2023.

Appointments:

During the year following appointments were made:

• Mr Ajay Kumar was appointed as Independent Non-Executive Independent Director of the company w.e.f 27/09/2023

• Ms. Manmeet Kaur was appointed as a woman director of the company w.e.f 26/09/2023.

• Ms. Tanveer Kaur was appointed as the company secretary w.e.f 01/09/2023

• Mr Naveen Bhakoo was appointed as the CFO of the company w.e.f 01/08/2023

• Mr. Gaurav Maheshwari was appointed as Non-Executive Director of the company w.e.f 27/09/2023

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

• Mr. Gaurav Maheshwari resigned from the directorship of the company w.e.f 29.06.2024

• Mr Mukul Aul appointed as Non-Executive Independent Director of the company w.e.f 29/06/2024

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 Act, 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, Twenty Four 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 Directors	Number of Board Meetings Eligible to Attend	No. of Board Meetings attended	Attendance of Last AGM
Mr Upkar Singh	24	24	Yes
Mr Kanwardeep Singh	24	24	Yes
Mr Barunpreet Singh Ahuja	24	24	Yes
Mr Ajay Kumar	7	1	No
Ms Manmeet Kaur	9	3	Yes
Mr Gaurav Maheshwari	8	3	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:

M/s Jagdish Sharma & Co., Cost Accountants (Firm Registration No. 003671), Ludhiana, was appointed as Cost Auditors of the Company subject to shareholders approval under section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 for the year 2023-24.

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, 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 2023-2024.

M/s M.G. Jindal & Associates, Practicing Company Secretaries have carried out the Secretarial Audit for the financial year ended March 31, 2024.

The Secretarial Audit Report in Form No. MR-3 for the financial year ended 31st March, 2024 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 / Adverse Remarks / Disclaimers	Managements Reply
1. The company has not yet appointed Internal Auditor As per section 138 of the companies Act, 2013	The Company is looking for suitable candidate to fill the position
2. There was delay in submission of declaration under Regulation 31(4) of SEBI (SAST) Regulations, 2011	The delay was merely due to oversight and does not reflect any misinformation about the Company

INTERNAL AUDITORS

Pursuant to section 138 of the companies Act, 2013 every listed company is required to appoint Internal Auditor.

The Company is looking for suitable candidate to fill the position.

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 as per 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. No any contract or arrangement was entered into with the Related Parties as per Section 188(1) of the Companies Act, 2013 during the financial year ended March 31, 2024. Thus, the requirement for disclosure as required under Section 134(3)(n) of the Companies Act, 2013 for particulars of contracts or arrangement with related parties referred to in Section 188(1) is not applicable to the Company.

We would like to inform you that during the year, no material related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large or which warrants the approval of the shareholders.

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 company has not entered into any transaction 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.

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- 3 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 approved by the Board.

The CSR Committee was reconstituted with 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 -4.

COMMITTEES

• Particulars of Audit Committee

Pursuant to the provision of section 111 of companies act, 2013 and rule 6 of companies (Meetings of Board and its Powers) Rules, 2014. Company had duly constituted an Audit Committee of the Board.

The Board in its meeting held on 28/09/2023 has reconstituted the Audit Committee with the following members:-

1. Sh. Ajay Kumar- Chairman

2. Sh. Gaurav Maheshwari

3. Sh. Upkar Singh

During the year under the review, The Audit Committee met two times on 01^st April 2023 and 16^th January, 2024.

• Nomination & Remuneration Committee and Stakeholders Relationship Committee

The Company fall under the criteria to constitute a Nomination and Remuneration Committee under Section 118(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and had duly constitute the Nomination and Remuneration Committee.

The Board in its meeting held on 28/09/2023 has reconstituted the Nomination & Remuneration Committee with the following members:-

1. Sh. Ajay Kumar - Chairman

2. Sh. GauravMaheshwari

3. Sh. Manmeet Kaur

During the year under review, the Nomination and Remuneration Committee met on six (6) occasions viz. July 31, 2023, August 28^th 2023, September 01^st, 2023, September 18^th, 2023, September 26^th, 2023 and September 28^th, 2023. The necessary quorum was present at all the meetings.

And Stakeholders Relationship Committee was reconstituted as follows:

a. Sh. Ajay Kumar- Chairman

b. Sh. GauravMaheshwari

c. Sh. Upkar Singh

During the year under review, the Stakeholders Relationship Committee met on September 01^st, 2023

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 16th January, 2024 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 provide a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.

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 111 (9) of the Companies Act, 2013 has established a Vigil Mechanism/Whistle Blower Policy to report genuine concerns about unethical behaviour, 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, 2024. 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 118(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 118(4) of the Companies Act, 2013, salient features of Nomination and Remuneration Policy is annexed as Annexure-5 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 Director:

Separate meeting of Independent Directors was held on 16^th January, 2024, 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.

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, 2024 and of the profit and loss of the Company for the year ended on 31^st March, 2024;

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.

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.

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.

Place: New Delhi	For and on behalf of the Board of Directors
Date: 07/09/2024	New Swan Multitech Limited
	(Upkar Singh)	(Kanwardeep Singh)
	Managing Director	Director
	DIN:01588157	DIN: 01588162