DIRECTORS REPORT
To,
The Members,
Swastika Castal Limited.
Your directors have pleasure in presenting the 30th Annual Report on the business and operations of the Company and the Audited Accounts for the Financial Year ended March 31, 2026.
1. FINANCIAL RESULTS:
| [Rupees in Lacs] | ||
Particulars |
2025-2026 | 2024-2025 |
| Revenue from Operations | 3,535.41 | 3,014.18 |
| Other Income | 83.68 | 14.40 |
| Total Revenue | 3,619.09 | 3,028.58 |
| Expenses before Interest and Depreciation | 2,997.54 | 2,513.14 |
| (a) Interest | 93.93 | 116.72 |
| (b) Depreciation | 71.74 | 61.69 |
| Profit before Tax & Extra Ordinary Items | 455.89 | 337.03 |
| Prior period expenses | - | - |
| Prior years Income Tax Adjustment | - | (250.07) |
| Profit Before Tax | 455.89 | 587.10 |
| Less: Tax Expenses | ||
| Current Tax | 103.22 | 85.17 |
| Short/(excess) provision of Tax | 8.35 | 8.48 |
| Deferred Tax | 16.13 | 59.01 |
| Profit after Tax | 328.19 | 434.44 |
| EPS | 4.02 | 7.24 |
2. DIVIDEND:
Your directors have retained the reserves and surplus as they have plans for expansion and diversification of Business. The Company is in the growing stage and so it is better to retain its Reserves and Surplus and reinvest to support the expansion and diversification plans.
3. TRANSFER TO RESERVES :-
Your Company has decided to transfer NIL amount to Reserve & Surplus during the period under review.
4. STATE OF COMPANY AFFAIRS & REVIEW OF OPERATIONS:-
The Companys Revenue from Operations increased from 3,014.18 lakh in FY 2024-25 to 3,535.41 lakh in FY 2025-26. Profit After Tax stood at 328.18 lakh in FY 2025-26 as compared to 434.44 lakh in FY 2024-25. However, the profit for FY 2024-25 included prior-period income of 250.07 lakh. Excluding the impact of such prior-period income, the profit from regular business operations has increased significantly during FY 2025-26, reflecting improved operational performance of the Company.
5. MATERIAL CHANGES:
LISTING OF EQUITY SHARES:-
EQUITY SHARES: Equity shares of your Company were listed on the Bombay Stock Exchange (BSE Limited) on SME Platform on 28th July, 2025. The Company got listing approval from BSE Limited (SME Platform) on 28th July, 2025. The trading symbol of the Company "SWAC" Listing fees and the custodian charges to depositories, for the FY 2025-26 have been paid to BSE, NSDL and CDSL respectively.
PUBLIC ISSUE (INITIAL PUBLIC OFFER):
PUBLIC ISSUE (INITIAL PUBLIC OFFER): During the year under review The Company has completed its Initial Public Offer (IPO) of 21,64,000 fresh equity shares at an issue price of Rs.65 per share (including share premium of Rs 55/- per equity share) with lot size of 2,000 shares. The Companys equity shares were listed on the BSE SME on 28th July 2025
6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as under:
A. Conservation of energy:
Steps taken/impact on conservation of energy, with special reference to the following: steps taken by the company for utilizing alternate sources of energy including waste generated: NIL
B. Technology absorption
Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.: The Company has not taken any technical knowhow from anyone and hence not applicable.
In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: The Company has not Imported any technology during last three years.
Expenditure incurred on Research and Development: The Company has not incurred any expenditure on research and development.
C. Foreign exchange earnings and Outgo:
Particulars |
Amt (In lakhs.) |
| Foreign Exchange earned in terms of actual inflows during the year | 1478.21 |
| Foreign Exchange outgo during the year in terms of actual outflows | Nil |
7. RISK MANAGEMENT:
The Company has framed a sound Risk Management Policy to identify and evaluate business risks and opportunities and the same has become integral part of Companys Day to day operations. The key business risks identified by the Company are as follows viz. Industry Risk, Management and Operations Risk, Technology Risk, Financial Risk, Environment Risk, Market Risk, Government Policy risk, Liquidity risk, and Systems risk. The Company has in place adequate mitigation plans for the aforesaid risks.
8. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
During the year under Review, the Company has not given any loans & guarantees to any entity nor made any investments attracting provisions under Section 186 of the Companies Act, 2013 during this year.
10. RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure - II.
The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Regulations. This Policy was considered and approved by the Board has been uploaded on the website of the Company at sclcasting.com under the link of investors info/Corporate Policies
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Rules framed thereunder, Mrs. Varsha Sharda (holding DIN: 05291150) Director of the Company retire by rotation at the forthcoming Annual General Meeting and she being eligible, offers herself for re-appointment.
Key Managerial Personnel & Directors
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:
1. Mr. Varun Sharda, Managing Director
2. Mr. Gopal Gandhi, Chief financial officer
3. Mr. Mukesh Khanna, Company Secretary
A. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried the evaluation of its own performance, Individual Directors, its Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc.
The performance of each of the non-independent directors (including the Chairman) was also evaluated by the Independent Directors at the separate meeting held of Independent Directors of the Company.
B. REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for Determining, Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management.
C. DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
12. NUMBER OF MEETING OF BOARD OF DIRECTORS
During the year Seven (7) Board Meetings and were convened and held on 04/04/2025, 20/06/2025, 05/07/2025, 26/07/2025, 30/10/2025, 13/11/2025, 10/03/2026. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Name of the Director |
Category of the Director |
No of Board Meeting Attended |
| Mr. Varun Sharda | Managing Director | 7/7 |
| Ms. Varsha Sharda | Director | 6/7 |
| Mr. Ashwin K. Shah | Independent Director | 5/7 |
| Mr. Bharat Mehta | Independent Director | 4/7 |
14. COMPOSITION & DETAILS OF COMMITTEES :-
AUDIT COMMITTEE:
During the year, the Audit Committee met 4 (four) times on 04/04/2025, 05/07/2025, 13/11/2025, 10/03/2026. The Board has accepted all recommendations of Audit Committee and accordingly, no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board
| Name of the Director | Category of the Director | Status | No of Meeting Attended |
| Mr. Ashwin K. Shah | Independent Director | Chairman | 4/4 |
| Mr. Bharat Mehta | Independent Director | Member | 4/4 |
| Mr. Varun sharda | Managing Director | Member | 4/4 |
15. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:
A. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
B. the directors had selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit and loss of the company for that period;
C. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
D. the directors had prepared the annual accounts on a going concern basis;
E. the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
F. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
16. ANNUAL RETURN:
The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 will be placed at the website of the Company at https://sclcasting.com/compliance/
17. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint venture or Associate Company.
18. DEPOSITS:
The Company has neither accepted nor renewed any deposits during the year under review.
19. ISSUED & PAID UP SHARE CAPITAL:
The Company has paid up share capital of Rs.8,16,40,000/- (Rupees Eight Crore Sixteen Lakhs Forty Thousand Only) divided into 81,64,000 (Eight One Lakhs Sixty Four Thousand equity shares of Rs. 10/- (Rupees Ten Only) each, as on 31st March, 2026
20. REMUNERATION PAID TO DIRECTORS:
During the year under review, Mr. Varun Sharda, the Managing Director was paid remuneration of Rs. 18,00,000/- p.a. and that Sitting fees of Rs. 1,52,500/- was paid to Mr. Ashwin K. Shah and Rs. 1,15,000 Mr. Bharat Mehta for their attending Board meetings of the Company
21. AUDITORS:
A. STATUTORY AUDITORS
M/s O.P. Rathi & Company, Chartered Accountants, Vadodara were re-appointed as the statutory auditors of the Company at the Twenty Ninth Annual General Meeting of the Company to hold office till conclusion of 33rd Annual General Meeting to be held in the Calendar year 2029. As required under Listing Regulations, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The report of the Statutory Auditors of the Company is annexed herewith.
B. SECRETARIAL AUDITORS:
Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on 26th July, 2025, appointed M/s. Janki & Associates, Practicing Company Secretaries, to act as the Secretarial Auditor of the Company, for a term of five consecutive financial years commencing from the Financial Year 2026-27 and ending with the Financial Year 2030-31, subject to the approval of the Members at the ensuing Annual General Meeting.
The Secretarial Audit Report for the Financial Year ended 31st March, 2026, issued by M/s. Janki & Associates, Practicing Company Secretaries, is annexed to this Report as Annexure III.
C. INTERNAL AUDITORS:
The Company has appointed Mr. C.A. Udit Patadiya, Chartered Accountants (Membership Number : 186029) as Internal auditor in Financial Year 2025-26 of the Company for carrying out internal audit of the Company.
OBSERVATION OF AUDITORS:
There are no qualifications, reservations or adverse remarks made by the Auditors.
22. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal management of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.
The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.
23. SHARES:
A. BUY BACK OF SECURITIES: The Company has not bought back any of its securities during the year under review.
B. SWEAT EQUITY: The Company has not issued any Sweat Equity Shares during the year under review
C. BONUS SHARES: The Company has not issued any Bonus Shares during the year under review
D. EMPLOYEES STOCK OPTION PLAN: The Company has not provided any Stock Option Scheme to the employees.
E. FRESH ISSUE OF SHARES: The Company has completed its Initial Public Offering (IPO) of 21,64,000 fresh equity shares at an issue price of Rs.65 per share (including share premium of Rs 55/- per equity share) with lot size of 2,000 shares. The Companys equity shares were listed on the BSE SME on 28th July 2025. The Paidup Capital of the Company increased to 8,16,40,000 Comprising of 81,64,000 Shares of Rs.10 Each.
24. CORPORATE GOVERNANCE REPORT:
24. RT: Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to SME listed Company as notified by Securities and Exchange Board of India vide notification No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September, 2015, hence the same has not been annexed to the Boards Report.
25. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report is appended as Annexure - I to this Report.
26. COST AUDIT:
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 dated 31/12/2014, the activity of our Company falls under Nonregulated sectors and hence, cost audit is not applicable to the Company for the Financial Year 2025-26.
27. HUMAN RESOURCES:
The Company recognizes that its people are very important to its operations and growth strategy, and all efforts are made to attract and retain the best talent in the industry. The Companys Human Resource policy is focused on every individuals skill sets development, keeping the morale and performance level high, providing employees a platform for personal growth within the organization, suitably recognizing and rewarding individual achievements, while simultaneously addressing the business needs of the Company. Emphasis is being placed on building a cohesive workforce to maximize returns for all stakeholders.
Your Directors are pleased to report that industrial relations at its manufacturing site have remained amicable during the year under review.
28. SEBI Complaints Redress System (SCORES):
The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.
29. POLICY RELATING TO ANTI SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has placed a Policy to treat women employees with dignity and no discrimination against them plus zero tolerance toward any sexual abuse - to abide by letter and spirit requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules there under and redressal of complaints of sexual harassment at work place. All employees (permanent, contractual, temporary, trainees) are supposed to adhere to the conduct themselves as prescribed in this policy. During the year under review, no complaint was reported to the Board.
30. DETAILS OF SIGNIFICANT & MATERIAL ORDERS IMPACTING THE GOING CONCERN STATUS/COMPANYS OPERATIONS IN FUTURE
No significant, material orders have been passed by the regulators or courts or tribunals impacting the going concern status of the Company or Companys operations in future.
31. WHISTLEBLOWER POLICY:
The Company has adopted a Whistle-blower policy and has established the necessary vigil mechanism for employees and Directors to report a concern about unethical behaviour. No person has been denied access to the Chairman of the Audit Committee. The updated Whistle Blower Policy is updated on the website of the Company at sclcasting.com during the year under review, there were no instances of Whistle-blowers.
32. UTILIZATION OF IPO FUND :
The Company has raised 1,406.60 lakhs through the Initial Public Offer ("IPO") during the year. The proceeds of the IPO have been utilised in accordance with the objects stated in the Offer Document, comprising 500.00 lakhs towards capital expenditure for acquisition of Plant & Machinery and construction of Shed & Building, 550.00 lakhs towards working capital requirements, 159.68 lakhs towards general corporate purposes and 196.92 lakhs towards public issue related expenses. The entire amount of 1,406.60 lakhs has been utilised for the aforesaid purposes and there has been no deviation or variation in the utilisation of IPO proceeds during the year
33. COMPANYS WEBSITE:-
Your Company has a fully functional website viz. sclcasting.com which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and other relevant information has been duly presented on the website of the Company
34. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant to new SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI (Prohibition & Insider Trading) Regulation 1992 with a view to regulate trading in securities by the Directors and designated employees of the Company. 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 Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.
35. MATERNITY BENEFIT:RULE 8(5)(XIII) OF COMPANIES (ACCOUNTS),RULES,2014:
The Company affirm that it has duly complied with all the provision of Maternity Benefits to eligible woman employees during the year.
36. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The Company has complied with the provisions of Secretarial Standards (I & II) issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.
37. DETAILS OF APPLICATION UNDER THE IBC, 2016 DURING THE YEAR ALONG WITH THEIR STATUS:
During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.
38. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OF FINANCIAL INSTITUTIONS:
During the year under review, there has been no one-time settlement of loans taken from Banks and Financial Institutions.
39. PARTICULARS OF EMPLOYEES:
Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
A. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: Ratio of remuneration of MD and Employees - 4:1 Ratio of remuneration of CFO and Employees - 0.89:1 Ratio of remuneration of CS And Employees - 0.78:1
B. The percentage increase in the remuneration of each director, Chief Executive Officer, Chief Financial Officer and Company Secretary, if any in the financial year - During the FY 2025-26, there was no increase in remuneration of WTD and MD.
C. The percentage increase in the median remuneration of employees in the financial year - average 42% Total change( increase) in salary of the employees.
D. The number of permanent employees on the rolls of the Company as on 31.03.2026-32
E. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration - 42% increase in salaries of the Employees and nil increase in Managerial Remuneration of Directors during F.Y. 2025-26
1. Affirmation that the remuneration is as per the remuneration policy of the company. The Companys remuneration policy is driven by the success and performance of the individual employees and the Company. Through the compensation package, the company endeavors to attract, retain, develop and motivate high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. The Company affirms that the remuneration is as per remuneration policy of the Company.
G. Details pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with reference to remuneration of employees in excess of the limits prescribed - None of the employees were in receipt of remuneration above 8 lakhs 50 thousand per month or Rs. One crore Two lakhs per annum and above.
40. CAUTIONARY STATEMENT:
Statements in these reports describing companys projection statements, expectations and hopes are forward looking statements. Though, these are based on reasonable assumption, the actual results may differ.
41. ACKNOWLEDGEMENTS:
Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
By order of the Board of directors
Place: Vadodara
Date: 24th August, 2026
Sd/-
Chairman & Managing director
Mr. Varun sharda
DIN - 01571483
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