Swasth Foodtech India Ltd Management Discussions

FY2025 represents the fiscal year 2024-25, from 1 April 2024 to 31 March 2025, and analogously for FY2024 and previously such labelled years.

OVERVIEW:

Our Company was originally incorporated under the name ‘Swasth Foodtech India Private Limited, pursuant to a certificate of incorporation dated February 2, 2021 issued by the Deputy Registrar of Companies, Registrar of Companies, Central Registration Centre. Further, our

Company was converted into a public limited company pursuant to a resolution passed by our Board of Directors in their meeting held on January 27, 2024 and by the Shareholders in an Extraordinary General Meeting held on February 21, 2024 and a fresh certificate of incorporation dated May 20, 2024 was issued by the Registrar of Companies, Central Registration Centre. Consequent to the conversion of our Company, the name of our Company was changed to ‘Swasth Foodtech India Limited.

We are in the business of processing of rice bran oil from crude oil, for sale to oil manufacturers and packers. We manufacture various rice bran oil under various grades and colours, based on the requirement of our customers. We believe that rice bran oil is healthier than the other options available in the market, on account of it having an ideal balance of polyunsaturated fats and monounsaturated fats, in almost a 1:1 ratio. Since rice bran oil is made from rice bran, it is rich in Vitamin E, an antioxidant and Oryzanol. Rice bran oil is a healthy oil extracted from the germ and inner husk of rice kernels. It has gained popularity in recent years due to its numerous health benefits. The advantages of rice bran oil include support heart-healthy; high smoke point makes it a good choice for stir-frying, sauteing, and other high-heat cooking methods; and Neutral flavor makes it a versatile oil that can be used in a variety of dishes. We have crafted our business model in such a manner that we market and sell, our finished products, being rice bran oil, as well as the residue and the byproducts generated while processing our products. Therefore, we market and sell, fatty acid, gums, spent earth and wax in the open market.

The sale of our products is majorly made to oil manufacturers, which makes our business model business to business (B2B), wherein our Company processes and/or supplies rice bran oil to reputed manufacturers and packers in tankers,. We majorly sell our products in bulk form to players operating with their own brands and to those who sell edible oil in unbranded or loose form. We also sell our products to re-packers who ultimately sell the oil either in their own brands or further sell in bulk form. We believe our business model adds value to our business operations by ensuring higher capacity utilization and improving the overall production efficiency and costs.

Since incorporation, it has been our Companys vision and focus to process and supply superior quality products to our customers, which has enabled us to expand our business operations. In order to set up internal controls for processing our products, we have set up an in-house laboratory for testing our raw materials and finished products.

We have a quality control and assurance division ("Quality Division") in our manufacturing unit which carries out the required tests on the materials received including raw materials which are used in the manufacturing process and also on the final products. Our laboratory carries out oil analysis tests on the raw materials and finished products to ensure that our products are compliant with the specifications provided by regulatory bodies such as, FSSAI. In addition to testing our key products, we also carry out an in-process testing, wherein we on a sample basis measure the physical parameters of the oil processed by us at each and every stage of the production process. Additionally, we also undertake quality testing of each of our by-products and residue to check the amount of oil soaked by such products and the requirement of reprocessing a particular process to reduce wastage or to achieve efficiency. To ensure our standard of products we also undertake quality tests from third party laboratories.

OUR STRENGTHS:

1. Modern and strategically located manufacturing facilities.

2. Easy availability of crude oil around our manufacturing facility.

3. Arrangements with institutional oil manufacturers for supply of rice bran oil

4. Quality Assurance and Quality Control of our products.

5. Well experienced management team with proven project management and implementation skills.

OUR BUSINESS STRATEGIES

1. Setting up of a packing line at our existing manufacturing unit to focus on packing and selling our products in our own brand in small quantities.

2. Addition of ‘sunflower oil, mustard oil, soya oil and palm oil as an additional products.

3. Diversifying and increasing penetration in markets

4. Strengthen our marketing network

We would aim our business strategies to be dynamic and proactive, given the macro and micro market environments in which we operate or where we may expand in the future. Our Company shall always strive to: achieve maximum operational efficiency; strengthen and expand our market position and product portfolio; enhance our depth of experience, knowledge-base and know-how; and increase our network of distributors, customers and geographical reach.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Our manpower is a prudent mix of the experienced and young people which gives us the dual advantage of stability and growth, along with assurance of quality.Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective; your company spends large efforts on training. Your Company shall always place all necessary emphasis on continuous development of its Human Resources. The belief "great people create great organization" has been at the core of the Companys approach to its people.

CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis report detailing the Companys objectives, projections, estimates, expectations or predictions may be "forward looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include global and Indian demand supply conditions, raw material prices, finished goods prices, cyclical demand and pricing in the Companys products and their principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries with which the Company conducts business and other factors such as litigation and / or labor negotiations.

Additional Shareholders Information

FY2025 represents fiscal year 2024-25, from 1 April 2024 to 31 March 2025, and analogously for FY2024 and previously such labelled years.

1. General Body Meetings

Below table gives the details of date, time and location of last three Annual General Meetings:

Financial Year	Date & Time	Location
2023-24	September 30, 2024 at 11.00 A.M	Registered office of the Company at Baro
		Chowmata Belari ,
		Guskara, Purba Burdwan,
		Bardhaman, Burdwan,
		West Bengal,India,713141
2022-23	September 30, 2023 at 11.00 A.M	Registered office of the Company at Baro
		Chowmata Belari ,
		Guskara, Purba Burdwan,
		Bardhaman, Burdwan,
		West Bengal,India,713141
2021-22	September 30, 2022 at 11.00 A.M	Registered office of the Company at Baro
		Chowmata Belari ,
		Guskara, Purba Burdwan,
		Bardhaman, Burdwan,
		West Bengal,India,713141

Resolution(s) passed through Postal Ballot

During the year, the Company did not pass any special resolution through postal ballot.

Annual General Meeting (AGM):

The 4th Annual General Meeting of the Company is scheduled to be held on Thursday, September 25, 2025, at 12.30 P.M .The venue of the AGM shall be deemed to be the registered office of the Company Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") .The detailed instruction for participation and voting at the meeting is available in the notice of the 4th AGM.

Proposal to Conduct Postal Ballot for any Matter in the Ensuing Annual General Meeting

There is no proposal to conduct a postal ballot for any matter in the ensuing Annual General Meeting.

2. Book Closure Date:-

From 18th September, 2025 to 25th September, 2025 (both days inclusive).

3. Dividend

To strengthen the financial position of the Company and to augment working capital, your directors do not recommend any dividend for the FY 2025.

4. Financial Calendar

The financial year of the Company starts on 1^st April every year and ends on 31^st March subsequent year.

5. Listing of Stock Exchange and Stock Codes

SME Platform of BSE Limited

Phiroze Jeejeebhoy Towers Dalal Street Mumbai-400001

Trading Symbol- SWASTH

Annual Listing fees to the National Stock Exchange of India have been paid for the FY 2024-25.

6. The International Security Identification Number (ISIN)

ISIN is a unique identification number of traded scrip. This number has to be quoted in each transaction relating to the dematerialized securities of the Company. The ISIN of the Companys equity shares is INE0TIR01017.

7. Registrar and Share Transfer Agents

M/s. MAS Services Limited, T-34, 2nd Floor, Okhla Industrial Area, Phase - II, New Delhi -110020, is the Registrar and Share Transfer Agent of the Company, both. Accordingly, all communications on matters relating to Share Transfers, Dividend etc. may be sent directly to them. Complaints, if any, on these matters may also be sent to the Compliance Officer of the Company.

8. Share Transfer System

The share transfers/transmission/splits and /or issue of duplicate share certificates are processed on behalf of the Company by the Registrar and Transfer Agents M/s. MAS Services Limited and is then placed before the Stakeholder Relationship Committee to approve transfers. The Company Secretary addressed all the requests weekly.

All queries and requests relating to share /debenture transfers/ transmissions may be addressed to our Registrar and Transfer Agents.

The Company periodically reviews the operations of its Registrar and Transfer Agent.

9. Description of Voting Rights

All shares issued by the Company carry equal voting rights, and one share confirms one vote

10. Shareholding Pattern as on 31st March 2025:

Distribution of shareholdings on the basis of ownership
	As on 31 March, 2025
	No. of	% of
	shares	Total
Promoters Holding
- Individuals	3,689,682	63.00%
- Companies	5,79,999	9.90%
Sub-Total	42,69,681	72.90%
Indian Financial Institutions	-	-
Banks	-	-
Mutual Funds	-	-
Foreign holdings	-	-
-Foreign Institutional Investors	-	-
- Non-Resident Indians	-	-
- ADRs / Foreign Nationals	-	-
Sub total	-	-
Indian Public and Corporate	15,87,601	27.10%
Total	58,57,282	100.00

11. Distribution of shareholding as on March 31, 2025

Range		No. of	% of Total	No. of Shares	% of Total
		Shareholders	Shareholders		Shares
1 -	5000	1	0,092%	1	0.00%
5001	10000	0	0.00%	0	0.00%
10001	20000	1019	93,572%	1222800	20,877%
20001	30000	42	3,857%	100800	1,721%
30001	40000	9	0,826%	32400	0,553%
40001	50000	5	0,459%	24000	0,410%
50001	100000	4	0,367%	27600	0,471%
100001	&	9	0,826%	4449681	75,968%
Above
Total		1089	100.00	5857282	100.00

12. Outstanding ADRs & GDRs, Warrants or any other convertible instruments, conversion date and likely impact on equity shares

During the year under review, the Company has not issued any ADRs & GDRs, Warrants or any other convertible instruments. The Company has at present no outstanding ADRs/GDRs/Warrants to be

13. Commodity Price Risk or Foreign Exchange Risk

The Company is exposed to the risk of price fluctuation of raw materials as well as finished goods and exchange rate fluctuation. The Company proactively manages these risks through forward booking Inventory management and proactive vendor development practices and hedging of foreign currency payables and receivables. The Companys reputation for quality, products differentiation and service, coupled with existence of powerful brand image with robust marketing network mitigates the impact of price risk on finished goods.

14. Credit Rating

The Company has not availed any Credit Rating.

15. Dematerialization of Shares

The Companys scrip forms part of the compulsory dematerialization segment for all investors. To facilitate easy access of the dematerialized system to the investors, the Company has signed up with both the depositories namely National Securities Depository Limited ("NSDL") and the Central Depository Services

(India) Limited ("CDSL") and has established connectivity with the depositories through its Registrar and Transfer Agents, MAS Services Limited.

The breakup of dematerialized shares and shares in certificate form as on March 31, 2025 as under:

Physical	NSDL	CDSL
-	4620082	1237200

16. Other Disclosures

Disclosures on materially significant related party transaction

The statements containing the transactions with related parties were submitted periodically to the Audit Committee. The details of Related Party Transaction are discussed in detail in Note No. 27 of Notes to the Financial Statements.

All the contracts/ arrangements/transactions entered by the Company during the financial year with related parties were in its ordinary course of business on an Arms Length Basis.

None of the transactions with any of related parties were in conflict with the Companys interest.

Details of non-compliance(s) by the company

There were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any Statutory Authority for Non-Compliance of any matter related to the Capital Markets

Whistle Blower Policy/Vigil Mechanism

The Board of Directors of the company has adopted Whistle Blower Policy. The management of the Company, through the policy envisages encouraging the employees of the Company to report the higher authorities any unethical, improper, illegal, or questionable acts, deeds & things which the management or any superior may indulge in. This policy has been circulated to the employees of the Company. However, no employee has been denied access to the Audit Committee.

Details of Compliance with mandatory requirements and adoption of the non-mandatory requirements

The Company is exempted from compliance with the mandatory requirements of Corporate Governance under listing Regulations. However, the Company has complied with the corporate governance requirement, particularly in relation to appointment of independent directors including woman director on the Board, constitution of an Audit Committee and Nomination and Remuneration Committee.

Disclosure of Accounting Treatments

The financial statements of the Company have been prepared in accordance with Indian Accounting Standard (IndAS) to comply in all material aspects under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013

("the 2013 Act")/ Companies Act, 1956 ("the Act 1956"), as applicable. These financial statements have been prepared on an accrual basis and under the historical cost conventions.

17. Name, Designation & Address of Compliance Officer and RTA for Complaints &

Correspondence

Mrs. Seema Agarwal

Company Secretary & Compliance Officer

Swasth Foodtech India Limited

Guskara, Purba Burdwan, Bardhaman, Burdwan, West Bengal,India,713141 Tel: +91 8900738769

Registered / Corporate Office Address for Correspondence

Swasth Foodtech India Limited

Baro Chowmata Belari , Guskara, Purba Burdwan, Bardhaman, Burdwan, West Bengal,India,713141 Tel:91 9593051111 Email Id: info@swasthfoodtech.com CIN: L15490WB2021PLC242881

Registrar & Share Transfer Agents M/s. MAS Services Limited T-34, 2nd Floor, Okhla Industrial Area, Phase - II, New Delhi -110020

Tel: 033 2280-6616/6617/6618, Fax: 033 2280-6619 Email: info@masserv.com URL: https://www.masserv.com/

18. Disclosure with respect to demat suspense account/unclaimed suspense account

SL No. Particulars	Applicability
Aggregate number of Shareholder and the outstanding shares
1.	Nil
in the suspense account lying in the beginning of the year
Number of Shareholder who approached the Company for
2.	Nil
transfer of shares from suspense account during the year
Number of Shareholders to whom shares were transferred
3.	Nil
from suspense account during the year
Aggregate number of shareholders and the outstanding shares
4.	Nil
in the suspense account lying at the end of the year
That the voting rights on these shares shall remain frozen till
5.	Nil
the rightful owner of such shares claims the shares

19. Transfer of Unpaid / Unclaimed Amounts and Shares to Investor Education and Protection

Fund

Your Company did not declared any dividend hence the above provisions is not applicable.

20. Reminder to Investors:

As there is no unpaid / unclaimed dividends, no reminders for such unclaimed shares and unpaid dividends to be sent to shareholders. The Company shall ensure compliance as and when applicable.

For and on behalf of the Board of Directors

Swasth Foodtech India Limited

Dilip Chhajer

Date: 26/05/2025 (Chairman & Managing Director) Place: Kolkata DIN: 00668288