Swadeshi Industries & Leasing Ltd

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

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

1. Financial Results:

(Rs. In Lacs)

2. Brief description of the Company's working during the year/ state of Company'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 Authorized 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 regulators 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. 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 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 the Annual Return:

The Annual Return as on 31st March, 2024 is available on the Company's 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 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 in dire need of energy resources and conservation is the best policy. Your Company has not made any 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

Cc. Foreign exchange Earnings and Outgo:

14. Directors and Key Managerial Personnel: A. Changes in Directors and Key Managerial Personnel

There has 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:

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 familianzation 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, 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 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 2023-24 are given below:

Cc. Share Transter Committee

The Share transfer 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 & 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 areresponded within the time frame provided. D. Stakeholder's Relationship Committee: The Stakeholder's 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 & 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 period of five years at the 37 Annual General Meeting as Statutory Auditors till the conclusion of 41 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/sDGS M & Co. (FRN No 101606W) Chartered Accountant statutory auditor of the Company were appointed on 12" February 2024 to fill casual vacancy caused by the Resignation of M.s Harish Hegde & Company.

M/s GC AS and Associates LLP (FRN No. 327601E) Chartered Accountant statutory auditor of the Company were appointed at the EOGM was held on 27" May 2024 for casual vacancy caused by the Resignation of the M/s DGSM & 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) Board Meetings. The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013

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: 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. ‘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 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 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: 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 trust 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 Responsibility (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 has 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 arisk 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 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 subsidianes 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.