To The Members,
Your Directors have pleasure in presenting the Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2026.
1. Financial Results
(Rs. in Lakhs)
| Particulars | Standalone March 31, 2026 | Standalone March 31, 2025 | Consolidated March 31, 2026 | Consolidated March 31, 2025 |
| Revenue from operations | 4551.67 | 4409.42 | 7717.41 | 7428.54 |
| Other income | 145.96 | 6.57 | 145.96 | 6.57 |
| Total revenue | 4697.63 | 4415.99 | 7863.37 | 7435.11 |
| Finance costs | 0.10 | 0.03 | 0.14 | 0.42 |
| Depreciation and amortization expenses | 0.61 | 0.39 | 0.61 | 0.39 |
| Other expenses | 422.90 | 35.62 | 431.47 | 48.43 |
| Total expenses | 4345.03 | 4077.10 | 7485.84 | 7048.34 |
| Profit/(Loss) Before Tax | 352.60 | 338.89 | 377.53 | 386.77 |
| Current Tax | 60.69 | 93.23 | 62.44 | 101.21 |
| Earlier Year | – | – | – | – |
| Deferred Tax | – | – | – | – |
| Profit/(Loss) For the Year | 291.91 | 245.66 | 315.09 | 285.56 |
| Earnings per share for continuing operation – Basic | 0.12 | 0.10 | 0.13 | 0.12 |
| Earnings per share for continuing operation – Diluted | 0.12 | 0.10 | 0.13 | 0.11 |
2. Dividend
For the year under review, your director does not recommend any dividend on the equity shares of the Company to conserve the funds for the companys future expansion.
3. Brief description of the Companys working during the year
During the year under review, revenue from operations of the Company has increased to Rs. 4551.67 Lakhs as against Rs. 4409.42 Lakhs in the previous year. The Profit after Tax for the year has increased to Rs. 291.91 against Rs. 245.66 Lakhs in the previous year.
4. State of Companys Affairs
During the financial year ended March 31, 2026, M/s. Sellwin Traders Limited continued to operate in the trading sector with a focus on strengthening its market position, improving operational efficiency, and enhancing stakeholder value.
The Company recorded stable performance despite challenges in the macroeconomic environment and supply chain fluctuations. Revenue for the year stood at 4551.67 Lakhs as compared to 4409.42 Lakhs in the previous year. The Company achieved a net profit of 291.91 during the year under review.
Key strategic initiatives undertaken during the year include:
5. Transfer to reserves
For the financial year ended March 31st, 2026, the Company had not transferred any sum to General Reserve Account. Therefore, your Company remained the balance of profit to Profit & Loss Accounts of the Company on March 31st, 2026.
6. Quality initiative
The Company continues to sustain its commitment to the highest levels of quality, superior services management and mature business continuity management. Our customer-centricity, process rigor, and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels.
7. Shares capital
i) Authorized Capital:
During the year under review, the Authorized Share Capital of the Company is increased from Rs. 50,00,000 (Rupees Fifty Crore only) divided into 25,00,00,000 (Twenty Five Crore) Equity Shares of face value Rs. 2/- each each to 58,40,00,000 (Rupees Fifty Crore Forty Lakhs only) divided into 29,20,00,000 (Twenty Nine Crore Twenty Lakhs) Equity Shares of face value Rs. 2/- each.
[NOTE: The figure "Rs. 50,00,000" appears inconsistent with "Rupees Fifty Crore only" in the source text — likely a typographical error in the original document.]
ii) Issued, subscribed and paid-up share capital:
During the year under review, the issued, subscribed and paid-up share capital of the Company is increased from Rs. 44,97,75,000 (Rupees Forty Four Crore Ninety Seven Lakhs Seventy Five Thousand only) divided into 22,48,87,500 (Twenty Two Crore Forty Eight Lakhs Eighty Seven Thousand Five Hundred) Equity Shares of face value Rs. 2/- each to Rs. 46,97,15,000 (Rupees Forty Six Crore Ninety Seven Lakhs Fifteen Thousand only) divided into 23,48,57,500 (Twenty Three Crore Forty Eight Lakhs Fifty Seven Thousand Five Hundred) Equity Shares of face value Rs. 2/- each due to Preferential Issue.
*This is consider after the split of Equity Shares from Rs. 10/- to Rs. 2/- each.
Changes in Share Capital after the Financial Year-End
Subsequent to the closure of the financial year on 31st March 2026, but before the date of this Report, the Company has further increased its paid-up share capital as follows:
On 05/07/2026, the Company allotted 1,01,54,056 (One Crore One Lakh Fifty Four Thousand Fifty Six) equity shares of Rs.2 each pursuant to conversion of warrants allotted on a preferential basis in accordance with Chapter V of SEBI (ICDR) Regulations, 2018. As a result, the paid-up share capital of the Company increased from Rs. 46,97,15,000 (Rupees Forty Six Crore Ninety Seven Lakhs Fifteen Thousand only) divided into 23,48,57,500 (Twenty Three Crore Forty Eight Lakhs Fifty Seven Thousand Five Hundred) Equity Shares of face value Rs. 2/- each to Rs 49,00,23,112 (Rupees Forty Nine Crore Twenty Three Thousand One Hundred Twelve only) divided into 24,50,11,556 (Twenty Four Crore Fifty Lakhs Eleven Thousand Five Hundred Fifty Six) Equity Shares of face value Rs. 2/- each.
8. Raising of fund through Warrant Issue
The allotment of Warrants, was formally approved by our esteemed members through a postal ballot. Furthermore the Board of Directors has approved allotment of 1,87,20,000 (One Crore Eighty Seven Lakhs Twenty Thousand) Convertible Warrants ("Warrants") in its meeting held on 04/04/2025. The total aggregate funds raised through this preferential issue will amount to 10,29,60,000/- (Rupees Ten Crore Twenty Nine Lakhs Sixty Thousand Only).
Furthermore the Board of Directors at their meeting at 05/07/2025 has approved allotment of 50,35,000 (Fifty Lakhs Thirty Five Thousand) Equity shares of face value of Rs.2/- each out of the warrants allotted by way of preferential allotment to other than promoters on a preferential basis in accordance with provisions of Chapter V of SEBI (ICDR) Regulations, 2018.
Furthermore, the Board of Directors in its meeting held on the 31/07/2025 unanimously approved a proposal of the issuance and allotment of up to 4,75,00,000 (Four Crore Seventy Five Lakhs) Convertible Warrants ("Warrants") at a price of INR 8.40/- (Eight Rupees Forty Only) per Warrant, including the premium.
The allotment of Warrants, was formally approved by our esteemed members through a postal ballot. Furthermore the Board of Directors has approved allotment of 3,69,63,556 (Three Crore Sixty Nine Lakhs Sixty Three Thousand Five Hundred Fifty Six) Convertible Warrants ("Warrants") in its meeting held on 05/12/2025. The total aggregate funds raised through this preferential issue will amount to 31,04,93,870/- (Rupees Thirty One Crore Four Lakh Ninety Three Thousand Eight Hundred Seventy Only).
Furthermore the Board of Directors at their meeting at 13/09/2025 has approved allotment of 49,35,000 (Forty Nine Lakhs Thirty Five Thousand) Equity shares of face value of Rs.2/- each out of the warrants allotted by way of preferential allotment to other than promoters on a preferential basis in accordance with provisions of Chapter V of SEBI (ICDR) Regulations, 2018.
Furthermore the Board of Directors at their meeting at 2nd May, 2026 has approved allotment of 1,01,54,056 (One Crore One Lakh Fifty Four Thousand Fifty Six) Equity shares of face value of Rs.2/- each out of the warrants allotted by way of preferential allotment to other than promoters on a preferential basis in accordance with provisions of Chapter V of SEBI (ICDR) Regulations, 2018.
Furthermore, we wish to inform you that a comprehensive report detailing the allocation and utilization of the funds raised through this preferential issue, up to the Quarter ending June 2026, has been submitted by the Board.
9. Material Changes and Commitment if any affecting the financial position of the Company occurred between the ends of the financial year to which this financial statements relate and the date of the report:
I. Authorized Capital:
During the year under review, the Authorized Share Capital of the Company is increased from Rs. 50,00,00,000 (Rupees Fifty Crore only) divided into 25,00,00,000 (Twenty Five Crore) Equity Shares of face value Rs. 2/- each each to 58,40,00,000 (Rupees Fifty Crore Forty Lakhs only) divided into 29,20,00,000 (Twenty Nine Crore Twenty Lakhs) Equity Shares of face value Rs. 2/- each.
II. Issued, subscribed and paid-up share capital:
During the year under review, the issued, subscribed and paid-up share capital of the Company is increased from Rs. 44,97,75,000 (Rupees Forty Four Crore Ninety Seven Lakhs Seventy Five Thousand only) divided into 22,48,87,500 (Twenty Two Crore Forty Eight Lakhs Eighty Seven Thousand Five Hundred) Equity Shares of face value Rs. 2/- each to Rs. 46,97,15,000 (Rupees Forty Six Crore Ninety Seven Lakhs Fifteen Thousand only) divided into 23,48,57,500 (Twenty Three Crore Forty Eight Lakhs Fifty Seven Thousand Five Hundred) Equity Shares of face value Rs. 2/- each due to Preferential Issue.
Changes in Share Capital after the Financial Year-End
Subsequent to the closure of the financial year on 31st March 2026, but before the date of this Report, the Company has further increased its paid-up share capital as follows:
On 02/05/2026, the Company allotted 1,01,54,056 (One Crore One Lakh Fifty Four Thousand Fifty Six) equity shares of Rs.2 each pursuant to conversion of warrants allotted on a preferential basis in accordance with Chapter V of SEBI (ICDR) Regulations, 2018. As a result, the paid-up share capital of the Company increased from Rs. 46,97,15,000 (Rupees Forty Six Crore Ninety Seven Lakhs Fifteen Thousand only) divided into 23,48,57,500 (Twenty Three Crore Forty Eight Lakhs Fifty Seven Thousand Five Hundred) Equity Shares of face value Rs. 2/- each to Rs 49,00,23,112 (Rupees Forty Nine Crore Twenty Three Thousand One Hundred Twelve only) divided into 24,50,11,556 (Twenty Four Crore Fifty Lakhs Eleven Thousand Five Hundred Fifty Six) Equity Shares of face value Rs. 2/- each.
10. Deposit from public
The Company has neither accepted nor renewed any deposits covered under section 73 to 76 of the Companies Act, 2013 during the year under review.
11. Particulars of Loans, Guarantee or Investments
Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Companies Act, 2013, and LODR Regulations, are provided in the financial statements.
12. Subsidiary/Associate/Joint Venture companies
As of 31st March, 2025, the Company has 4 (Four) subsidiaries.
i. Mannibhadra Aggro Private Limited (Subsidiary)
ii. Patel & Patel E-Commerce & Services Private Limited (Subsidiary)
iii. SDF Production Private Limited (Subsidiary)
iv. Damask Jewellery Private Limited (Subsidiary)
The contribution of each of the subsidiaries in terms of the revenue and profit is provided in Form AOC-1, which forms part of the Annual Report is annexed herewith as "Annexure I" to this report.
13. Change in the nature of business
During the period under review, the Company has not changed its line of business in such a way that amounts to commencement of any new business or discontinuance, sale or disposal of any of its existing businesses or hiving off any segment or division.
14. Details of significant and material orders passed by the regulators, courts and tribunals
The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Companys operations in future.
15. Internal Control and their adequacy
The Company has a well-established internal control system. The Company strives to maintain a dynamic system of internal controls over financial reporting to ensure reliable financial record-keeping, transparent financial reporting and disclosure and protection of physical and intellectual property.
16. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo
a. Conservation of Energy:
The steps taken or impact on conversation of energy — The operations of the company involve energy consumption. The Company continued to give major emphasis for conservation of Energy and its effective utilization. The steps taken by the company for utilizing alternate sources of energy — The Company is continuously updating its processes and mechanism for energy conservation. The capital investment on energy conservation equipments — No specific capital investment made for energy conservation during the period under review.
b. Technology Absorption:
The Company is continuously evaluating new technologies and invests in them to make its business more energy efficient and making all endeavors to increase the productivity and efficiency level on continuous basis.
The efforts made towards technology absorption — None
The benefits derived product improvement, cost reduction, product development or import
substitution — NIL
The expenditure incurred on Research and Development (R&D) — NIL
c. Foreign exchange Earnings and Outgo:
No transaction took place during the year in respect of foreign exchange earnings and expenditure.
19. Directors and Key Managerial personnel
The Board of the Company comprises of following Directors and Key Managerial Personnel:
| Sr. No. Name of Director & Key Managerial personnel | Designation | DIN |
| 1. Mr. Monil Navinchandra Vora | Non-Executive Director & Chairman | 09627136 |
| 2. Ms. Sonal Amol Loharikar | Non-Executive Director | 07775421 |
| 3. Mr. Abhishek Shivpujan Giri | Independent Director | 10364515 |
| 4. Mr. Jagdishkumar Bhagvandas Patel | Independent Director | 08038830 |
| 5. Ms. Prapti Uday Shah | Independent Director | 09216502 |
| 6. Mr. Mukesh Laxman Sharma | Independent Director | 05242810 |
| 7. Mr. Rajendra Sabavat Dakana Naik | Chief Executive Director | – |
| 8. Mr. Pruthvikumar Vinodbhai Prajapati | Chief Financial Officer | – |
| 9. Ms. Pratiti Bharatbhai Patel (resigned w.e.f 16/06/2026) | Company Secretary & Compliance Officer | – |
7. Nomination and Remuneration Policy
The policy on nomination and remuneration of Directors, Key Managerial Personnel and other employees has been formulated in terms of the provision of The Companies act, 2013 and SEBI (LODR) Regulation, 2015 in order to pay equitable remuneration to the Directors, Key Managerial Personnel and employees of the Company and to harmonise the aspiration of human resources consistent with the goals of the Company. The Remuneration Policy has been updated on the website of the Company at: https://www.sellwinindia.com/COC.html
18. Declaration by independent directors
All Independent Directors have given their declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Listing Regulations. In the opinion of the Board, all the Independent Directors are well experienced business leaders. Their vast experience shall greatly benefit the Company. Further, they possess integrity and relevant proficiency which will bring tremendous value to the Board and to the Company.
19. Board Meetings and participation of directors thereat
During the financial year 2025-26, 17 (Seventeen) Board Meetings were held. The interval between any two meetings was well within the maximum allowed gap of 120 days.
The attendance of each of the Directors at the meeting of the Board Meeting during the year under review is as under:
| Name and DIN of the Directors | Designation | Number of Board meetings during the year 2024-25 — Held | Number of Board meetings during the year 2024-25 — Attended |
| Mr. Monil Navinchandra Vora (DIN: 03454540) | Non-Executive Director & Chairman | 17 | 17 |
| Mr. Abhishek Shivpujan Giri (DIN: 10364515) | Independent Director | 17 | 17 |
| Mr. Jagdishkumar Bhagvandas Patel (DIN: 08038830) | Independent Director | 17 | 17 |
| Ms. Prapti Uday Shah (DIN: 09216502) | Independent Director | 17 | 17 |
| Mr. Mukesh Laxman Sharma (DIN: 05242810) (w.e.f. 06/02/2025) | Independent Director | 17 | 17 |
| Ms. Sonal Amol Loharikar (DIN: 07775421) (w.e.f. 06/02/2025) | Non-Executive Director | 17 | 17 |
| Mr. Pruthvikumar Vinodbhai Prajapati (DIN: 09389324) (up to 17/08/2024) | Non-Executive Director | 12 | 12 |
Further, The Board, as on March 31st, 2025, had three committee namely the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The details of composition, meetings and attendance as under:
a) During the financial year 2024-25, 10 (Ten) Audit Committee Meetings were held.
| Name of the Committee Members | Designation | Number of Audit Committee meetings during the year 2025-26 — Held | Number of Audit Committee meetings during the year 2025-26 — Attended |
| Mr. Abhishek Shivpujan Giri (DIN: 09647742) | Chairman | 10 | 10 |
| Mr. Jagdishkumar Bhagvandas Patel (DIN: 01581077) (w.e.f. 17/05/2024) | Member | 10 | 10 |
| Ms. Prapti Uday Shah (DIN: 09216502) | Member | 10 | 10 |
b) During the financial year 2025-26, 3 (Three) Nomination and Remuneration Committee Meetings were held.
| Name of the Committee Members | Designation | Number of Nomination and Remuneration Committee meetings during the year 2025-26 — Held | Number of Nomination and Remuneration Committee meetings during the year 2025-26 — Attended |
| Mr. Abhishek Shivpujan Giri (DIN: 09647742) | Chairman | 3 | 3 |
| Mr. Jagdishkumar Bhagvandas Patel (DIN: 01581077) (w.e.f. 17/05/2024) | Member | 3 | 3 |
| Ms. Prapti Uday Shah (DIN: 09216502) | Member | 3 | 3 |
c) During the financial year 2025-26, 1 (One) Stakeholder Relationship Committee Meetings were held.
| Name of the Committee Members | Designation | Number of Stakeholder Relationship Committee meetings during the year 2024-25 — Held | Number of Stakeholder Relationship Committee meetings during the year 2024-25 — Attended |
| Mr. Jagdishkumar Bhagvandas Patel (DIN: 01581077) (w.e.f. 17/05/2024) | Chairman | 1 | 1 |
| Mr. Abhishek Shivpujan Giri (DIN: 09647742) | Member | 1 | 1 |
| Ms. Prapti Uday Shah (DIN: 09216502) | Member | 1 | 1 |
During the year, the Company has conducted following General Meeting:
| Type of General Meeting | Date of General Meeting | Mode of Meeting |
| Postal Ballot | 03/05/2025 | Postal Ballot/e-voting |
| Postal Ballot | 29/06/2025 | Postal Ballot/e-voting |
| Postal Ballot | 01/09/2025 | Postal Ballot/e-voting |
| Annual General Meeting | 29/09/2025 | Through VC/OAVM |
20. Constitution of Audit Committee
Our Company has re-constituted Audit Committee on 17/05/2024 as per the applicable provisions of the Section 177 of the Companies Act, 2013 read with rule 6 of the companies (Meeting of board and its power) Rules, 2014 and Regulation 18 of SEBI Listing Regulations.
As on March 31st, 2026, The Audit Committee comprised of:
21. Constitution of Nomination and Remuneration Committee
Our Company has constituted Nomination and Remuneration Committee as per applicable provisions of the Schedule V and other applicable provisions of the Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 and Regulation 19 of SEBI Listing Regulations.
As on March 31st, 2026, The Nomination and Remuneration Committee comprised of:
| Name of the Director | Status in Committee | Nature of Directorship |
| Mr. Abhishek Shivpujan Giri (DIN: 09647742) | Chairman | Independent Director |
| Mr. Jagdishkumar Bhagvandas Patel (DIN: 01581077) (w.e.f. 17/05/2024) | Member | Independent Director |
| Ms. Prapti Uday Shah (DIN: 09216502) | Member | Independent Director |
22. Constitution of Stakeholders Relationship Committee
Our Company has constituted Stakeholders Relationship Committee as per the applicable provisions of the Section 178(5) of the Companies Act, 2013 read with rule 6 of the companies (Meeting of board and its power) rules, 2014 and Regulation 20 of SEBI Listing Regulations.
As on March 31st, 2026, the Stakeholders Relationship Committee comprised of:
| Name of the Director | Status in Committee | Nature of Directorship |
| Mr. Jagdishkumar Bhagvandas Patel (DIN: 01581077) (w.e.f. 17/05/2024) | Chairman | Independent Director |
| Mr. Abhishek Shivpujan Giri (DIN: 09647742) | Member | Independent Director |
| Ms. Prapti Uday Shah (DIN: 09216502) | Member | Independent Director |
23. Policy Relating to Directors Appointment and Remuneration
The Company has made disclosure Policy for appointment and remuneration of directors and other matters referred to in Section 178(3) of the Act with rule 6 of the Companies (Meeting of Board and its power), Rules, 2014 and the details of the same as provided in companys web site https://www.sellwinindia.com/COc.html
24. Managerial Remuneration/Particulars of Employees
During the period under review, no employee of the Company drew remuneration in excess of the limits specified under the provisions of Section 197(12) of the Companies Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual Report.
25. Directors Responsibility Statement
The Financial Statement are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair value. GAAP comprises mandatory accounting standards as prescribed under section 133 of the Companies Act, 2013 ("the Act") read with Companies (Accounts) Rules, 2014, the provision of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from the prescribed accounting standards in the adoption of these standards. In terms of Section 134(5) of the Companies Act, 2013, the directors would like to state that:
26. Related Party Transactions
All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. However, as part of good corporate governance, the Company has taken prior omnibus approval of the Board is obtained on annual basis for the transactions which are of a foreseen and repetitive nature. Your Directors draw your attention to notes to the financial statements for detailed related party transactions entered during the year.
27. Statutory Auditors
The Company has proposed the appointment of Parth R. Shah & Co. (FRN: 153846W), Chartered Accountant, Gujarat, as Statutory Auditor of the Company to fill the Casual Vacancy caused by the Resignation of M/s. J. Singh & Associates, Chartered Accountants, (Firm Registration No. 110266W). The Auditor if appointed shall hold office for the period of 5 years from the conclusion of this 46th Annual General Meeting (AGM) of the Company held on 29th September, 2026 till the conclusion of 51th Annual General Meeting (AGM) of the Company to be held in the year 2031. The Company has received a letter from the M/s. Parth R. Shah & Co., Chartered Accountants to the effect that the approval of their appointment, if made at the forthcoming Annual General Meeting, would be in accordance with the limits prescribed under 141(3)(g) of the Act.
28. Review of Auditors Report
The Statutory Auditors of the Company have given their Audit Report on the standalone and consolidated financial statements of the Company for the financial year ended March 31st, 2025. All the items on which the Auditors have commented in their report are self-explanatory and suitably explained in the Notes to the Accounts. There is no qualification, reservation, adverse remark, comments, observations or disclaimer given by the Statutory Auditors in their report.
29. Secretarial Audit and Auditors Report
As required under section 204(1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Ankur Dineshchandra Gandhi, Practicing Company Secretary (Membership No. A48016 and C.P. No.: 17543), to undertake the Secretarial Audit of the Company for the financial year 2025-26. The Secretarial Audit report for the financial year ended March 31st, 2026 is annexed herewith as "Annexure II" to this report. The Secretarial Audit Report does not contain any qualification, reservation and adverse remark.
30. Internal Auditor
In terms of Section 138 of the Companies Act, 2013 and Rules made there under, of M/s. S.P. Patel & Co. (FRN: 144411W), Chartered Accountants, Ahmedabad, have been appointed as an Internal Auditors of the Company for Financial Year 2025-26.
During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of works includes, Review of the accuracy and reliability of the Corporation accounting records and financial reports, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths, opportunities for cost saving and recommending company for improving cost efficiencies.
31. Annual Return
Pursuant to the requirement under section 134(3)(a) and 92(3) of the Companies Act, 2013 (the Act), it is hereby reported that the Company is maintaining website www.sellwinindia.com and the copy of form MGT-7 Annual Return for year ended March 31st, 2025 is also placed on it.
32. Business Risk Management
The Risk Management process that is followed to identify, assess and prioritize risks that need to be minimized, monitored and mitigated is quite elaborate. These measures help in reducing and controlling the impact of adverse events and maximize the realization of opportunities.
33. Corporate Social Responsibility
The Provisions of section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the company.
34. Corporate Governance
As required by Regulation 34 read with Schedule V of the Listing Regulations, a separate Report on Corporate Governance forms part of the Annual Report and is annexed herewith as "Annexure III". The Report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause E of Schedule V of the Listing Regulations forms part of this Report.
35. Management Discussion & Analysis Report
Managements Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as "Annexure IV".
36. Code of Conduct
The Board of Directors has a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Companys website.
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.
The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
37. Reporting of frauds by auditors
During the year under review, the statutory auditor has not reported to the board, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.
38. Vigil Mechanism
In pursuant to the provisions of section 177 of the Companies Act, 2013 and SEBI Listing Regulations, the Company has a vigil mechanism to deal with issuance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.
The vigil mechanism ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Chairman of Audit and Chairman of the Board looks into the complaints raised.
39. Disclosure under sexual harassment of women at workplace
Your Company is committed to provide and promote safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. No cases have been filed under the Act as the Company is keeping the working environment healthy.
40. Appointment of RTA
M/s Niche Technologies Private Limited is a Registrar and Share Transfer Agent of the company in order to Compliance with the provision of Companies Act, 2013.
All the equity shareholders of the Company have Demat their Equity Shares as on March 31st, 2026 and none of shareholders holding shares in physical form.
41. Material Orders
In pursuance to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.
42. Listing with Stock Exchange
The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year 2024-25 to the BSE Limited where the shares of the Company are listed.
43. Prevention of Insider Trading
The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.
44. Status of Cases Filed Under Insolvency and Bankruptcy Code, 2016
No such process initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC).
45. Secretarial Standards of ICSI
The Company is in compliance with the relevant provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government and other applicable Secretarial Standards from time to time.
46. Transfer of unclaimed dividend to Investor Education and Protection Fund: Share Capital
The paid-up equity capital as on March 31, 2026 was Rs. 46,97,15,000. The Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
47. Business Responsibility Report
The SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 mandates inclusion of Business Responsibility Report (BRR) as part of the Annual Report for top hundred listed entities based on market capitalization. We does not fall in the top hundred listed entities and hence not provided the BRR as part of our Annual Report.
48. Preservation of documents
All the documents as required under the Act, has been properly kept at the corporate office of the Company.
49. Archival Policy
The policy deals with the retention and archival of corporate records of Sellwin Traders Limited. The policy is available on the website of the company http://www.sellwinindia.com/file/2016/july/STL_Archival_Policy.pdf.
50. Details of Difference Between Valuation amount On one time Settlement and Valuation while Availing Loan From Banks and Financial Institutions
During the year under review, there has been no one time Settlement of loans taken from Banks and Financial Institutions.
51. Acknowledgements
The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.
| By Order of the Board |
| For Sellwin Traders Limited |
| Dated: 2nd September, 2026 |
| Place: Mumbai |
| Sd/- |
| Monil Navinchandra Vora |
| Director |
| DIN: 09627136 |
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
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2026, IIFL Capital Services Ltd. All Rights Reserved
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.
