Your Directors are presenting the 40^th Annual Report of your Company and the Audited Financial Statements for
the period ended 31^s1 March 2024.

1. Financial Results:

tRs. In Lacs!

2. Brief description of the Company’s working during the year/ state of Com pany’s affair:

During the year under review, the revenue from operations stood at Rs.246.40 as against Rs. 72.73 Lacs in the
previous year and the total income (which includes other income) stood at Rs.261.26 as against Rs. 81.46 Lacs.
The Company has occurred a Net Loss of Rs.6.14 Lacs as compared to the Loss of Rs. 9.97 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 Authonzed Share Capital of the Company is Rs. 12,50,00,000. The Issued, Subscribed and Paid up Capital of
the Company stood at Rs. 10,81,79,500 as on March 31, 2024. 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 regnlators or courts or tribunals impacting the
going concern status and Company’s operations in future:

There were no significant and material orders passed by the regulators or courts or tribunals impacting thegoing
concern status and Company’s operations in future.

9. Hum an 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 2 Two employees on its payroll as on March 31 2023.

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

The Company did not have any Subsidiary Company/Joint Venture/Associate Company during the yearunder
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 die Annual Return:

The Annual Return as on 31st March, 2024 is available on the Company's website at: www.swadeshiglobal.com,

13. Conservati on of energy, technology absorp ti on and foreign exchange eami n gs 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 equipment’s.

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 equipment’s:

Your Company firmly believes that our planet is m dire need of energy resources aud conservation is the best
policy. Your Company has not madeany investment on energy conservation equipment’s,

B. Technology absorption:

i. The efforts made towards technology absorption:

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

ii. The benefits derived like product improvement, cost reduction, product development orimport
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 thebeginning
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 lias been no change in the KMPs during the year under review.

Mr, Gaurav Jain (DIN 06794973) Director who is liable to retire by rotation at the ensuing Annual General
Meeting and being eligible, seek re-appointment 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:

(*Appointed w.e.f.26.07.2023 & ** Resigned w.e.f.26.07.2023)

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:

L Independent Directors:

In accordance with the cnteria 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 Director’s:

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.

iiL 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 Com m ittee:

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, Mrs. Indira Dhariwal & Mr. Gaurav Jain
Managing Director 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 Chainnan 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
Anne sure- 5,

Details of remunerations paid to the Directors and Key Managerial Personnel during 2023-24
are riven below:

C. Share Transfer Committee

The Share transfer Committee comprises of Mr.Nitm kumar Radheshyam sharma (Appointed wef 26.07.2023) as
the Chairman of the committee, and Ms. Krishna Kamalkishor Vyas, Mrs. Indira Dhariwal & Mr. Gaurav Jain
Managing Director 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. Stakeholder’s Relationship Committee:

The Stakeholder’s Relationship Committee comprises of, Mr.Nitm kumar Radheshyam sharma (Appointed wef
26.07.2023) as the Chairman of the committee, and Ms, Krishna Kamalkishor Vyas, Mrs, Indira Dhariwal & Mr,
Gaurav Jain Managing Director 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. Harish Hegde & Company, (FRN No.; 128540W) Chartered Accountant statutory auditor of the Company
were appointed for a penod of five years at the 37^th Annual General Meeting as Statutory Auditors till the
conclusion of 41^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.

M/s D G S M & Co. (FRN No 101606W) Chartered Accountant statutory auditor of the Company were appointed
on 12^th February 2024 to fill casual vacancy caused by the Resignation of Ms Harish Hegde & Company.

M/s GCAS and Associates LLP (FRN No, 327601E) Chartered Accountant statutory auditor of the Company
were appointed at the EOGM was held on 27¹*¹ May 2024 for casual vacancy caused by the Resignation of the M/s
D G S M & Company for Financial Year 2023-24. The Company had received certificates from the proposed
Statutory Auditors confirming their eligibility and willingness for their appointment pursuant to Section 139(1) of
the Companies Act, 2013. Members are requested to approve the appointment of auditors in the ensuing 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, Practicing Company Secretaries to

conduct Secretarial Audit for the financial year 2023-24, as required under Section 204 of the Companies Act,
2013 and the rules framed thereunder. The Secretarial Audit Report for the financial year 2023-24 forms part of
the Directors’ Report as Annexure 1.

18. Board Meetings:

During the year under review, the Company has conducted 7 (Seven) Boaid Meetings. The intervening gap

hfifwRftti JiTiv two mftRtmos was: not mnrfl than 1Havs: as: nrRsrrihRrl hv tliR r^omTvaniRn Ar.t 'T'fH ^

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 wi th Related Party:

All the related party transactions are entered on arm’s length basis and are in compliance with the applicable
provisions of the Companies Act, 2013 and listing regulation. There are no materially significant related party
transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have
potential conflict with the interest of the Company at Large. Hence, no separate annexure in Form "No, AOC -2 in
terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is given. All related
party' transactions are presented to the Audit Committee and the Board, if required for approval. Omnibus approval
is obtained for the transactions which are foreseen and repetitive in nature.

21. Director’s’ 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 preparation of the annual accounts, the applicable accounting standards had been followed and there
are no material departures from them;

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 the Companies Act, 2013 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 & that such
internal financial controls are adequate and were operating effectively; and

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.

22. Managerial Remuneration:

A) Details of the ratio of the remuneration of each Director of the median employee’s remuneration and
other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

The Company has not paid any remuneration or sitting fees to the Directors of the Company. However, your
Company has paid remuneration to Chief Financial Officer of the Company and hence the information as required
under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
annexed as Annexure -2.

B) Details of every employee of the Company as required pursuant to 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,2014.

The relevant particulars of employees as required to the extent applicable under rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is set out in the Annexure -2 to
this report.

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 lacing 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”,

2 S. Corporate Governance:

At Swadeshi, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital
to gain and retain the tmst of our stakeholders. As per the Regulation 27 of the Securities and Exchange Board of
India (Listing Obligation and Disclosure Requirements), Regulations 2015 a separate section for Report on
corporate governance practices followed by the Company, together witha certificate from the Company’s Auditors
confirming compliance is annexed as a part of the Annual Report as Annexure 4.

26. Corporate Social Responsibility (CSR)

In line with the new provisions of the Companies Act, 2013 and the rules framed there under with respect to the
Corporate Social Respousibihty (CSR), your company is not governed by the provisions of Section 135 of the
Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014, So, the Company is
not required to formulate a policy on CSR and also lias not constituted a CSR Committee.

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:

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 year a risk analysis and assessment was conducted and no major risks were noticed.

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
complain tease 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) I ssue of equity shares with differentia] 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 winch such persons can
beneficially hold shares as envisaged under section 67(3 Xc) 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

GAURAV JAIN
MANAGING DIRECTOR
(DIN 06794973)

Date: 26.08.2024
Place: Mumbai