Swadeshi Industries & Leasing Ltd Directors Report

[(Disclosure under Section 134(3) of the Companies Act, 2013) {Read with Companies (Accounts) Rules, 2014}]

Dear Share Holder.

We are proud to announce that your Company is planning Acquire Swadeshi Agrotech Industries Private Limited for Manufacturing of Non-Preservative Foods by establishing its own Foods Park consisting more than 160 Products in Single Food Park and Company is planning to install at 100 Fod Park in next Five Years spread over entire Country. The outlook for non-preservative food manufacturing is highly positive, driven by strong consumer demand for clean-label, health-conscious products, growing awareness of synthetic chemical risks, and supportive technological advancements.

Key drivers include increased income, urbanization, and e-commerce penetration, all contributing to a growing market for foods with natural ingredients and minimal processing. Opportunities exist for manufacturers to differentiate products, innovate with natural ingredients, and leverage the growing demand for packaged and convenient, yet healthy, food options accordingly your Company has bright Future.

The Company has started the business of manufacturing of Non-Ferrous Metals specifically Copper, Brass and Aluminium with a keen understanding of the industry and its operations. We has also Appointed Mr. Naresh Poonam Chand Jain as CEO of Copper Division who has invaluable prudence further created a group of entrepreneurs and professionals who have acquired sufficient expertise in the field of copper and copper alloy products manufacturing and sales. The business outlook for copper manufacturing in India is strongly positive, driven by increasing domestic demand from infrastructure, renewable energy, and the burgeoning electric vehicle sector. Despite significant import dependency for raw materials, the industry is benefiting from government initiatives like the "Make in India" program and substantial private investments in mining and refining. Key trends include robust domestic demand growth, expansion of production capacity, a focus on technological advancements, and a growing emphasis on sustainability.

We are also Planning to Launch the Manufacturing of womens and Kids wears as the outlook for affordable womens and kids wear manufacturing in India is positive, driven by increasing disposable incomes, rising demand for stylish yet affordable options, and a large, growing consumer base. Key success factors include offering fashionable, quality products, leveraging e-commerce and social media for reach, focusing on comfortable and potentially sustainable materials, and building strong supply chains. Challenges involve competition from fast fashion and the need to adapt to evolving consumer preferences, especially the demand for trendy and Instagramworthy outfits.

Your company is also innovating and starting the waterless Yarn Dyeing Process as the business outlook for waterless yarn dyeing is highly positive and growing, driven by strong demand for sustainable textile production, increasing consumer consciousness, stringent environmental regulations, and the development of innovative, cost- effective technologies. Key growth drivers include major brands adopting the technology, increasing investment in water-saving solutions, and partnerships to scale up waterless processes for wider adoption. While challenges like high initial investment and technical limitations for certain fibers persist, ongoing research and development are paving the way for broader implementation and market expansion.

Key Growth Drivers & Opportunities of this waterless yarn dying Process reduces water consumption, chemical pollution, and waste, aligning with global sustainability goals and regulatory requirements and Consumers are increasingly demanding eco-friendly products, creating a powerful market pull for textiles dyed using sustainable methods. Governments and international bodies are introducing stricter regulations on water usage and wastewater, pushing the industry towards water-saving solutions. Innovations like supercritical CO2 dyeing, air dyeing, and reverse micellar dyeing, along with ongoing R&D, are making waterless processes more efficient and feasible

Beyond environmental advantages, these processes offer economic benefits by lowering operational costs related to water, energy, and chemical disposal. Collaborations, such as those between textile manufacturers, brands, and technology providers, are crucial for scaling up these solutions, with opportunities for strategic mergers and acquisitions in the dyeing machinery sector to foster innovation.

Challenges & Areas for Development: The upfront cost of waterless dyeing equipment remains a significant barrier to widespread adoption for many manufacturers. Some waterless technologies are currently limited to specific fabric types, such as synthetic fibers like polyester. Transitioning from pilot-scale solutions to broad industry adoption requires significant investment, systems innovation, and shared responsibility between brands and manufacturers.

Your Directors are presenting the 41^st Annual Report of your Company and the Audited Financial Statements for the period ended 31^st March 2025.

1. Financial Results:

(Rs. In Lacs)

Particulars	For the year ended 31.03.2025	For the year ended 31.03.2024
Revenue from Operations	1589.560	246.403
Profit before Depreciation & Amortization	117.865	-5.82
Depreciation & Amortization	0.282	0.317
Profit / (Loss) before taxation	117.583	-6.138
Provision for taxation (incl. deferred tax)	-0.14	0.00
Profit/ (Loss) for the year carried to Balance Sheet	102.857	-6.138

2. Brief description of the Companys working during the year/ state of Companys affair:

During the year under review, the revenue from operations stood at Rs.1589.560 as against Rs. 246.403 Lacs in the previous year and the total income (which includes other income) stood at Rs.1676.349 as against Rs. 261.257 Lacs. The Company has earned a Net Profit of Rs.102.857 Lacs as compared to the Loss of Rs. 6.138 Lacs during the previous accounting year.

3. Dividend

To consolidate the future position of the Company and support the fund requirements to stimulate growth, your Board of Directors regret their inability to recommend any dividend for the year.

4. Reserves

The whole profit after tax has been transferred to P&L surplus. There is no amount that has been proposed to be carried to any other reserves.

5. Change in the nature of business, if any:

There was no change in nature of business

6. Share Capital

The Authorized Share Capital of the Company is Rs. 25,00,00,000/-. The Issued, Subscribed and Paid up Capital of the Company stood at Rs. 10,81,79,500 as on March 31, 2025. There was no requirement of fresh capital infusion during the year under review.

7. Material changes and commitments, if any, 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:

No material changes have occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future:

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

9. Human Resource Development

The Company recognizes that its people are the key to the success of the organization and in meeting its business objectives. The Human Resources function endeavors to create a congenial work environment and synchronizes the working of all the departments of the organization to accomplish their respective objectives which in turn helps the Company to build and achieve its goals and strategies. Employee relations during the year remained cordial. The Company has Five employees on its payroll as on March 31, 2025.

10. Details of Subsidiary/ Joint Ventures/ Associate Companies:

The Company did not have any Subsidiary Company/Joint Venture/Associate Company during the year under review.

11. Public Deposits:

Your Company has not been accepting any deposits from the public and hence there are no unpaid/unclaimed deposits or any instance of default in repayment thereof.

12. Extract of the Annual Return:

The Annual Return as on 31^st March, 2025 is available on the Companys website at: www.swadeshiglobal.com.

13. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

A. CONSERVATION OF ENERGY:

i. The steps taken or impact on conservation of energy:

Though our operations are not energy- intensive, efforts have been made to conserve energy by utilizing energy- efficient equipments.

ii. The steps taken by the Company for utilizing alternate sources of energy:

The Company is using electricity as the main source of energy and is currently not exploring any alternate source of energy. In future your Company will take steps to conserve energy and use alternative source of energy such as solar energy.

iii. The capital investment on energy conservation equipments:

Your Company firmly believes that our planet is in dire need of energy resources and conservation is the best policy. Your Company has not made any investment on energy conservation equipments.

B. Technology absorption:

i. The efforts made towards technology absorption:

During the year the Company does not have any plant & machinery. Therefore, no technology absorption and research and development activity are carried out.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution:

No such specific benefit derived during the year due to technology absorption.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

No technology has been imported by the Company.

iv. The expenditure incurred on Research and Development: Nil

C. Foreign exchange Earnings and Outgo:

	Current Year	Previous Year
Foreign Exchange Earnings and Outgo	NIL	NIL

14. Directors and Key Managerial Personnel:

A. Changes in Directors and Key Managerial Personnel

There has been change in the KMPs during the year under review.

Mr. Gaurav Jain (DIN 06794973) Director has resigned from the Company w.e.f 14.02.2025 and Mr. Nitesh Kumar (DIN 09825886), Mr. Lalkrishna Sharma (DIN 09527277) and Mrs. Jayshree Radheshyam Sharma (DIN 02754812) has been appointed as Additional director w.e.f. 29.10.2024 and Mrs. Krishna Vyas (DIN 07444324) who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seek reappointment pursuant to Section 152 of the Companies Act, 2013 and Regulation 36(3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The following are the Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013:

Sr. No.	Name of the Person	Designation
1	**Mr. Gaurav Jain	Managing Director & Executive Director
2	Ms. Krishna Kamalkishor Vyas	Non-Executive- Independent Director
3	Mr. Nitin Kuamr Radheshyam Sharma	Non-Executive- Independent Director
4	Mrs. Indira Dhariwal	Non-Executive- Independent Director
5	*Mr. Nitesh Kumar	Executive Director
6	*Mr. Lalkrishna Sharma	Executive Director
7	*Mrs. Jayshree Radheshyam Sharma	Executive Director
6	Mr. Vikas Jain	CFO
7	Ms. Shruti Jain	Company Secretary

(“Appointed w.e.f. 29.10.2024 & ** Resigned w.e.f.14.02.2025)

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, of individual Directors as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

Directors:

i. Independent Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (in the absenceof the director getting evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance, interest of stakeholders, etc. The Board was of the unanimous view that every Independent Director was a reputed professional and brought his rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all Independent Directors in guiding the management to achieving higher growth and continuance of each independent director on the Board will be in the interest of the Company.

ii. Non-Independent Directors:

The performance of all the non-independent directors was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance, stakeholders etc. The Board was of the unanimous view that all the non-independent directors were providing good business and people leadership.

iii. Declaration by an Independent Director(s) and re-appointment, if any:

All the Independent Directors have provided the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6).

iv. Familiarization Program me to Independent Directors:

The Company has provided suitable familiarization program to Independent Directors so as to associate themselves with the nature of the industry in which the company operates and business model of the company in addition to regular presentation on technical operations, marketing and exports and financial statements. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law, Listing Regulations with regard to their roles, rights and responsibilities as Directors of the company. The same is available on the website of the company.

15. Details of Committee of the Board:

Currently the Board has 4 Committees: The Audit Committee, Nomination and Remuneration Committee, Share Transfer Committee and Stakeholders Relationship Committee. The Composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, are as follows:

A. Audit Committee:

i. Constitution of Audit Committee:

The Audit Committee comprising of Mr.Nitin kumar Radheshyam sharma (Appointed wef 26.07.2023) as the Chairman of the committee, and Ms. Krishna Kamalkishor Vyas and Mrs. Indira Dhariwal as other members of the Committee. The recommendations of the Audit Committee is always welcomed and accepted by the Board and all the major steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee.Details of establishment of vigil mechanism for directors and employees:

The Company has established vigil mechanism pursuant to Section 177(9) of the Companies Act, 2013 for Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from victimization and in appropriate and exceptional cases, there is direct access to approach Mr. Amit Kumar, Chairman of the Audit Committee.

B. Nomination and remuneration committee:

The Nomination and Remuneration Committee under Section 178 of the Companies Act, 2013 comprises of Mr.Nitin kumar Radheshyam sharma (Appointed wef 26.07.2023) as the Chairman of the committee and Ms. Krishna Kamalkishor Vyas, & Mrs. Indira Dhariwal as other members of the Committee. The Committee has framed a policy to determine the qualification and attributes for appointment and basisof determination of remuneration of all the Directors, Key Managerial Personnel and other employees. A copy of policy is annexed as Annexure- 5.

Details of remunerations paid to the Directors and Key Managerial Personnel during 2024-25 are given below:

Name of the Directors	Directors Position	Relationship with other Directors	Salary & allowances (Rs.)	Perquisites (Rs.)	Sitting Fees (Rs.)
Mr. Gaurav Jain (DIN 06794973) “(Resigned on 14.02.2025)	Managing Director		Nil	Nil	Nil
Ms. Indira Dhariwal (DIN 02524743)	Independent Director	--	Nil	Nil	Nil
Ms. Krishna Kamal KishorVyas (DIN 07444324)	Independent Director		Nil	Nil	Nil
Mr. Vikas Sanklecha	CFO	--	0.897	Nil	Nil
Ms. Shruti Jain	Company Secretary	--	3.00	Nil	Nil
Mr.Nitin kumar Radheshyam sharma (DIN 06442840)	Independent Director		Nil	Nil	Nil
*Mr. Nitesh Kumar (DIN 09825886) (Appointed on 29.10.2024)	Director		Nil	Nil	Nil
*Mr. Lalkrishna Sharma (DIN 09527277) (Appointed on 29.10.2024)	Director		Nil	Nil	Nil
*Mrs. Jayshree Radheshyam Sharma (DIN 02754812) (Appointed on 29.10.2024)	Director		Nil	Nil	Nil

C. Share Transfer Committee

The Share transfer Committee comprises of Mr.Nitin kumar Radheshyam sharma (Appointed wef 26.07.2023) as the Chairman of the committee, and Mrs. Indira Dhariwal as other members of the Committee. The role of the Committee is to consider and resolve any difficulties faced by the shareholders in transfer of shares. The meetings of the Committee are held once in a quarter and the complaints are responded within the time frame provided.

D. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee comprises of, Mr.Nitin kumar Radheshyam sharma (Appointed wef 26.07.2023) as the Chairman of the committee, and Ms. Krishna Kamalkishor Vyas & Mrs. Indira Dhariwal as other members of the Committee. The role of the Committee is to consider and resolve securities holders complaint. The meetings of the Committee are held once in a quarter and the complaints are responded within the time frame provided.

16. Statutory Auditors:

M/s. G C A S & Associates LLP, (FRN No.: 327601E) Chartered Accountant statutory auditor of the Company were appointed for a period of five years at the 40^th Annual General Meeting as Statutory Auditors till the conclusion of 46^st Annual General Meeting as per Notification issued by MCA the Company need not place the resolution for ratification at the AGM and hence no resolution is placed before the AGM.

The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

There are no qualifications contained in the Auditors Report and therefore, there are no further explanations to be provided for in this Report.

17. Secretarial Audit Report:

The Board of Directors have appointed M/s. Sindhu Nair & Associates to conduct Secretarial Audit for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and the rules framed thereunder. The Secretarial Audit Report for the financial year 2024-25 forms part of the Directors Report as Annexure 1.

18. Board Meetings:

During the year under review, the Company has conducted 6 (Six) Board Meetings. The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013

Sr.No	Type of Meeting	Date
1	Board Meeting	03rd May, 2024
2	Board Meeting	29th May, 2024
3	Board Meeting	13th August, 2024
4	Board Meeting	29th October, 2024
5	Board Meeting	22nd January, 2025
6	Board Meeting	14th February, 2025

19. Particulars of loans, guarantees or investments under section 186:

During the year under review, your Company has not granted any inter corporate loan, neither provided any Guarantee in connection with any loan to any party nor made any investment in terms of the provisions of Section 186 of the Companies Act, 2013.

20. Particulars of contracts or arrangements with Related Party:

Business Responsibility & Sustainability Report (BRSR) In accordance with the Listing Regulations, the BRSR describes the performance of the Company on environmental, social and governance aspects. The disclosures on key performance indicators (KPIs) of BRSR Core and Independent Contracts or arrangements with related parties During the year under review:

a) all contracts/arrangements/ transactions entered by the Company with related parties were in the ordinary course of business and on arms length basis.

b) contracts/arrangements/ transactions which were material, were entered into with related parties in accordance with the policy of the Company on Materiality of Related Party Transactions and on dealing with Related Party Transactions. Details of contracts/arrangements/ transactions with related party which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is available in annual report. There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large. Members may refer to Note 26 of the Standalone Financial Statement which sets out Related Parties Disclosures pursuant to Ind AS.

21. Directors Responsibility Statement:

As stipulated under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors subscribe to the Directors Responsibility Statement and state that:

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2025 and of the profit of the Company for the year ended on that date;

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

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

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

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

22. Managerial Remuneration:

The Companys remuneration policy is directed towards rewarding performance, based on review of achievements. The remuneration policy is in consonance with existing industry practice. Performance Evaluation The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. In accordance with the manner of evaluation specified by the HRNR Committee, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out annual performance evaluation of the Chairman, the non-independent directors and the Board as a whole. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board based on the report of evaluation received from the respective Committees.

23. Management Discussion and Analysis Report:

There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. Risks would include significant weakening in demand from core-end markets, inflation uncertainties and any adverse regulatory developments, etc. During the period a risk analysis and assessment was conducted and no major risks were noticed. The report on the same is appended as Annexure 3.

24. Secretarial Standards

The Directors state that “the Board have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively”.

25. Corporate Governance:

The Company is committed to maintain the highest standards of governance and has also implemented several best governance practices. The Corporate Governance Report as per the Listing Regulations forms part of this Annual Report. Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is obtained.

26. Corporate Social Responsibility (CSR)

Since Profitability of the Company is not cross the Limit for Compulsory Spending on CSR Activities hence presently we have not spent on these activities howver our company is committed to contribute in social spending.

27. Internal Financial Control System and their Adequacy:

Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The management exercises financial control on the operations through a well-defined budget monitoring process and other standard operating procedures.

28. Risk Management Policy:

The Company has a structured Group Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Risk Management Committee has been entrusted with the responsibility to assist the Board in: a) overseeing the Companys ea) overseeing the Companys enterprise wide risk management framework; b) ensuring that all material Strategic and Commercial risks including Cybersecurity, Safety and Operations, Compliance, Control and Financial risks have been identified and assessed; and c) ensuring that all adequate risk mitigation measures are in place to address these risks. Further details on the risk management activities including the implementation of risk management policy, key risks identified and their mitigations are covered in The Company has received declarations from all the Independent Directors of the Company confirming that: a) they meet the criteria of independence prescribed under the Act and the Listing Regulations; and b) they have registered their names in the Independent Directors Databank. The Company has devised, inter alia, the following policies viz.: a) Policy for selection of Directors and determining Directors independence; and b) Remuneration Policy for Directors, Key Managerial Personnel and other employees. The Policy for selection of Directors and determining Directors independence sets out the guiding principles for the HRNR Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as independent directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual board members with diverse background and experience that are relevant for the Companys operations.

29. Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14, the internal authorized person under the said act has confirmed that no complaint/case has been filed/pending with the Company during the year.

30. Other Disclosures / Reporting:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

d) Details of payment of remuneration or commission to Managing Director or Joint Managing

e) Director of the Company from any of its subsidiaries as the Company does not have any Subsidiaries/Joint Venture/Associate Company.

f) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

31. Acknowledgement:

Your Directors wish to place on record their appreciation for the co-operation extended by all the employees, Bankers, Financial Institutions, various State and Central Government authorities and stakeholders.

For SWADESHI INDUSTRIES AND LEASING LIMITED

Sd/-

Lalkrishna Sharma

DIRECTOR

(DIN 09527277)

Date:04.09.2025

Place: Mumbai