Directors Report of Sellwin Traders Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Annual Report of the Company together with
Audited Accounts for the year ended on 31st March, 2025.

1. Financial Results: (Rs. In Lakhs)

Particulars	Standalone		Consolidated
	March 31st, 2025	March 31st, 2024	March 31st, 2025	March 31st, 2024
Revenue from operations	4409.42	3995.97	7428.54	4482.12
Other income	6.57	-	6.57	-
Total revenue	4415.99	3995.97	7435.11	4482.12
Finance costs	0.03	0.03	0.42	-
Depreciation and amortization expenses	0.39	0.43	0.39	0.43
Other expenses	35.62	35.22	48.43	48.11
Total expenses	4077.10	3884.72	7048.34	4361.31
Profit/(Loss) Before Tax	338.89	111.25	386.77	120.81
Current Tax	93.23	24.88	101.21	27.52
Earlier Year	-	-	-	-
Deferred Tax	-	0.01	-	0.01
Profit/(Loss) For the Year	245.66	86.36	285.56	93.28
Earnings per share for continuing operation
Basic	3.00	1.05	3.48	1.14
Diluted	3.00	1.05	3.48	1.14

2. Dividend

For the year under review, your director does not recommend any dividend on the equity shares of
the Company to conserve the funds for the company''s future expansion.

3. Brief description of the Company’s working during the year

During the year under review, revenue from operations of the Company has increased to Rs. 4409.42
Lakhs as against Rs. 3995.97 Lakhs in the previous year. The Profit after Tax for the year has increased to
Rs. 245.66 against Rs. 86.36 Lakhs in the previous year.

4. State of Company’s Affairs

During the financial year ended March 31, 2025, M/s. Sellwin Traders Limited continued to operate in
the trading sector with a focus on strengthening its market position, improving operational
efficiency, and enhancing stakeholder value.

The Company recorded stable performance despite challenges in the macroeconomic
environment and supply chain fluctuations. Revenue for the year stood at f 4409.42 Lakhs as
compared to ^3995.97 Lakhs in the previous year. The Company achieved a net profit of f 245.66
during the year under review.

Key strategic initiatives undertaken during the year include:

• Sub-division (Split) of Equity Shares: The Company sub-divided its equity shares from a face
value of 10/- each to f2/- each, resulting in increased liquidity and broader investor participation.

• Bonus Issue of Shares: The Company issued 2,48,62,500 bonus equity shares of f2/- each, in the
ratio of 1:8, by capitalizing ^4,97,25,000/- from Reserves and Securities Premium Account. Post
issuance, the paid-up capital stands at f44,75,25,000/-.

• Operational Improvements: The Company streamlined procurement and inventory processes,
ensuring better cost control and efficient order fulfillment.

• Compliance and Governance: The Company adhered to all applicable statutory and regulatory
requirements during the year, maintaining high standards of corporate governance.

• The management remains committed to driving growth through diversification, strategic
partnerships, and expansion into new product lines and markets. The outlook for the next
financial year remains cautiously optimistic, with a focus on strengthening the core business and
exploring value-accretive opportunities.

5. Transfer to reserves

For the financial year ended March 31st, 2025, the Company had not transferred any sum to General
Reserve Account. Therefore, your Company remained the balance of profit to Profit & Loss Accounts
of the Company on March 31st, 2025.

6. Quality initiative

The Company continues to sustain its commitment to the highest levels of quality, superior services
management and mature business continuity management. Our customer-centricity, process rigor,
and focus on delivery excellence have resulted in consistent improvements in customer satisfaction
levels.

7. Shares capital

i) Authorized Capital:

During the year under review, the Authorized Share Capital of the Company is increased from Rs.

45,00,00,000/- (Rupees Forty Five Crore only) divided into 4,50,00,000 (Four Crore Fifty Lakhs) Equity
Shares of face value Rs. 10/- each to 50,00,00,000 (Rupees Fifty Crore only) divided into 25,00,00,000
(Twenty Five Crore) Equity Shares of face value Rs. 2/- each.

ii) Issued, subscribed and paid-up share capital:

During the year under review, the issued, subscribed and paid-up share capital of the Company is
increased from Rs. 8,20,00,000/- (Rupees Eight crore Twenty Lakhs only) divided into 82,00,000 (One
Crore Thirty-Six Lakhs Sixty Thousand only) Equity Shares of face value Rs. 10/- each to Rs.

44,97,75,000 (Rupees Forty Four Crore Ninety Seven Lakhs Seventy Five Thousand only) divided into
22,48,87,500 (Twenty Two Crore Forty Eight Lakhs Eighty Seven Thousand Five Hundred) Equity
Shares of face value Rs. 2/- each due to Preferential Issue.

*This is consider after the split of Equity Shares from Rs. 10/- to Rs. 2/- each.

Changes in Share Capital after the Financial Year-End

Subsequent to the closure of the financial year on 31st March 2025, but before the date of this Report,
the Company has further increased its paid-up share capital as follows:

On 05/07/2025, the Company allotted 50,35,000 (Fifty lakhs Thirty Five Thousand) equity shares of
Rs.2 each pursuant to conversion of warrants allotted on a preferential basis in accordance with
Chapter V of SEBI (ICDR) Regulations, 2018. As a result, the paid-up share capital of the Company
increased from The issued, subscribed and paid-up share capital of the Company is increased from
Rs. Rs. 44,97,75,000 (Rupees Forty Four Crore Ninety Seven Lakhs Seventy Five Thousand only) divided
into 22,48,87,500 (Twenty Two Crore Forty Eight Lakhs Eighty Seven Thousand Five Hundred) Equity
Shares of face value Rs. 2/ to Rs 45,98,45,000 (Rupees Forty five Crore Ninety Eight Lakhs Forty Five
Thousand only) divided into 22,99,22,500 (Twenty Two Crore Ninety Nine Lakhs Twenty Two thousand
Five Hundred) Equity Shares of face value Rs. 2/- each

8. Raising of fund through Warrant Issue

The Board of Directors at their meeting at 17/05/2024 has approved allotment of 1,20,60,000 (One
Crore Twenty Lakhs Sixty Thousand) Equity shares of face value of Rs.10/- each out of the warrants
allotted by way of preferential allotment to other than promoters on a preferential basis in
accordance with provisions of Chapter V of SEBI (ICDR) Regulations, 2018.

Furthermore the Board of Directors at their meeting at 23/09/2024 has approved allotment of

1.95.20.000 (One Crore Ninety five Lakhs Twenty thousand) Equity shares of face value of Rs.10/- each
out of the warrants allotted by way of preferential allotment to other than promoters on a preferential
basis in accordance with provisions of Chapter V of SEBI (ICDR) Regulations, 2018.

Furthermore the Board of Directors at their meeting at 26/11/2024 has approved allotment of

10.00. 000 (Ten Lakhs) Equity shares of face value of Rs.2/- each (This is consider after the split of
Equity Shares from Rs. 10/- to Rs. 2/- each) out of the warrants allotted by way of preferential
allotment to other than promoters on a preferential basis in accordance with provisions of Chapter V
of SEBI (ICDR) Regulations, 2018.

During the period under review the Board of Directors in its meeting held on the 16/01/2025
unanimously approved a proposal of the issuance and allotment of up to 2,50,00,000 (Two Crore Fifty
Lakhs) Convertible Warrants ("Warrants") at a price of 5.50/- (Five Rupees Fifty Paisa Only) per
Warrant, including the premium.

Each of these Warrants will possess the potential to be converted into, or exchanged for, one (01) fully
paid-up equity share of our Company, which carries a face value of 2/- (Rupees Two Only).
Furthermore, each equity share will have an associated premium of 3.50/- (Three Rupees Fifty Paisa
Only) per share. The total aggregate funds raised through this preferential issue will amount to

13.75.00. 000/- (Rupees Thirteen Crore Seventy Five Lakhs Only).

Furthermore, the allotment of Warrants, was formally approved by our esteemed members through
a postal ballot. Furthermore the Board of Directors has approved allotment of1,87,20,000 (One Crore
Eighty Seven Lakhs Twenty Thousand) Convertible Warrants ("Warrants") in its meeting held on
04/04/2025. The total aggregate funds raised through this preferential issue will amount to

10,29,60,000 /- (Rupees Ten Crore Twenty Nine Lakhs Sixty Thousand Only).

Furthermore the Board of Directors at their meeting at 05/07/2025 has approved allotment of

50.35.000 (Fifty Lakhs Thirty Five Thousand) Equity shares of face value of Rs.2/- each out of the
warrants allotted by way of preferential allotment to other than promoters on a preferential basis in
accordance with provisions of Chapter V of SEBI (ICDR) Regulations, 2018.

Furthermore, the Board of Directors in its meeting held on the 31/07/2025 unanimously approved a
proposal of the issuance and allotment of up to 4,75,00,000 (Four Crore Seventy Five Lakhs)
Convertible Warrants ("Warrants") at a price of 8.40/- (Eight Rupees Forty Only) per Warrant,
including the premium.

Furthermore, we wish to inform you that a comprehensive report detailing the allocation and
utilization of the funds raised through this preferential issue, up to the Quarter ending June 2025, has
been submitted by the Board

9. Sub-Division of Equity Shares

During the financial year, the Company undertook a sub-division (split) of its equity shares. Each
equity share of face value 10/- (Rupees Ten only) fully paid up was sub-divided into 5 (five) equity
shares of face value 2/- (Rupees Two only) each fully paid up.

As a result of this sub-division, every 1 (one) existing equity share was converted into 5 (five) equity
shares, thereby increasing the number of equity shares without altering the aggregate paid-up share
capital of the Company. The sub-division was carried out in accordance with the approval of the
shareholders and applicable statutory provisions.

10. Bonus Issue of Equity Shares

During the financial year, the Board of Directors approved and successfully completed the issue of
Bonus Shares to the existing equity shareholders of the Company. The bonus issue was made in the
ratio of 1:8 - i.e., 1 (One) new fully paid-up equity share of 2/- (Rupees Two only) each for every 8 (Eight)
existing fully paid-up equity shares of 2/- each, held as on the record date.

In total, 2,48,62,500 (Two Crore Forty Eight Lakhs Sixty Two Thousand Five Hundred) equity shares of
2/- each were issued as bonus shares. The bonus issue was made by capitalizing an amount of
4,97,25,000/- (Rupees Four Crore Ninety Seven Lakhs Twenty Five Thousand only) from the
Company''s Reserves and Surplus, including the Securities Premium Account, as approved by the
shareholders and in accordance with applicable statutory and regulatory provisions.

Post the bonus issue, the paid-up share capital of the Company increased from 39,78,00,000/-
(divided into 19,89,00,000 equity shares of Rs. 2/- each) to 44,75,25,000/- (divided into 22,37,62,500
equity shares of Rs. 2/- each), while maintaining the overall net worth of the Company.

11. Material Changes and Commitment if any affecting the financial position of the Company
occurred between the ends of the financial year to which this financial statements relate and the
date of the report:

During the year under review, the Authorized Share Capital of the Company is increased from Rs.

45,00,00,000/- (Rupees Forty Five Crore only) divided into 4,50,00,000 (Four Crore Fifty Lakhs) Equity
Shares of face value Rs. 10/- each to 50,00,00,000 (Rupees Fifty Crore only) divided into 25,00,00,000
(Twenty Five Crore) Equity Shares of face value Rs. 2/- each.

During the year under review The issued, subscribed and paid-up share capital of the Company is
increased from Rs. 8,20,00,000/- (Rupees Eight crore Twenty Lakhs only) divided into 82,00,000 (One
Crore Thirty-Six Lakhs Sixty Thousand only) Equity Shares of face value Rs. 10/- each to Rs.

44,97,75,000 (Rupees Forty Four Crore Ninety Seven Lakhs Seventy Five Thousand only) divided into
22,48,87,500 (Twenty Two Crore Forty Eight Lakhs Eighty Seven Thousand Five Hundred) Equity
Shares of face value Rs. 2/- each due to Preferential Issue.

Changes in Share Capital after the Financial Year-End

Subsequent to the closure of the financial year on 31st March 2025, but before the date of this Report,
the Company has further increased its paid-up share capital as follows:

On 05/07/2025, the Company allotted 50,35,000 (Fifty lakhs Thirty Five Thousand) equity shares of
Rs.2 each pursuant to conversion of warrants allotted on a preferential basis in accordance with
Chapter V of SEBI (ICDR) Regulations, 2018. As a result, the paid-up share capital of the Company
increased from The issued, subscribed and paid-up share capital of the Company is increased from
Rs. Rs. 44,97,75,000 (Rupees Forty Four Crore Ninety Seven Lakhs Seventy Five Thousand only) divided
into 22,48,87,500 (Twenty Two Crore Forty Eight Lakhs Eighty Seven Thousand Five Hundred) Equity
Shares of face value Rs. 2/ to Rs 45,98,45,000 (Rupees Forty five Crore Ninety Eight Lakhs Forty Five
Thousand only) divided into 22,99,22,500 (Twenty Two Crore Ninety Nine Lakhs Twenty Two thousand
Five Hundred) Equity Shares offace value Rs. 2/- each

12. Deposit from public

The Company has neither accepted nor renewed any deposits covered under section 73 to 76 of the
Companies Act, 2013 during the year under review.

13. Particulars of Loans, Guarantee or Investments

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186
of the Companies Act, 2013, and LODR Regulations, are provided in the financial statements

14. Subsidiary / Associate / Joint Venture companies

As of 31st March, 2025, the Company has 4 (Four) subsidiaries.

i. Mannibhadra Aggro Private Limited (Subsidiary)

ii. Patel & Patel E-Commerce & Services Private Limited (Subsidiary)

iii. SDF Produ on Private Limited (Subsidiary)

iv. Damask Jewellery Private Limited (Subsidiary)

The contribution of each of the subsidiaries in terms of the revenue and profit is provided in Form
AOC-1, which forms part of the Annual Report is annexed herewith as “Annexure I” to this report

15. Change in the nature of business

During the period under review, the Company has not changed its line of business in such a way that
amounts to commencement of any new business or discontinuance, sale or disposal of any of its
existing businesses or hiving off any segment or division.

16. Details of significant and material orders passed by the regulators, courts and tribunals

The Company has been complied with all regulatory requirements of central government and state
government and there were no significant and material orders passed by the Regulators or Courts or
Tribunals during the year impacting the going concern status and the Company''s operations in
future.

17. Internal Control and their adequacy

The Company has a well-established internal control system. The Company strives to maintain a
dynamic system of internal controls over financial reporting to ensure reliable financial record¬
keeping, transparent financial reporting and disclosure and protection of physical and intellectual
property.

18. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

a. Conservation of Energy:

• The steps taken or impact on conversation of energy- The operations of the company involve
energy consumption. The Company continued to give major emphasis for conservation of
Energy and its effective utilization.

• The steps taken by the company for utilizing alternate sources of energy- The Company is
continuously updating its processes and mechanism for energy conservation.

• The capital investment on energy conservation equipment''s- No specific capital investment
made for energy conservation during the period under review.

b. Technology Absorption: The Company is continuously evaluating new technologies and invests in
them to make its business more energy efficient and making all endeavors to increase the
productivity and efficiency level on continuous basis.

• The efforts made towards technology absorption- None

• The benefits derived product improvement, cost reduction, product development or import
substitution- NIL

• The expenditure incurred on Research and Development (R&D)- NIL

c. Foreign exchange Earnings and Outgo: No transaction took place during the year in respect of
foreign exchange earnings and expenditure.

19. Directors and Key Managerial personnel

The Board of the Company comprises of following Directors and Key Managerial Personnel:

Sr. No.	Name of Director & Key Managerial personnel	Designation	DIN
1.	Mr. Monil Navinchandra Vora	Non-Executive Director	09627136
		& Chairman
2.	Ms. Sonal Amol Loharikar	Non-Executive Director	07775421
3.	Mr. Abhishek Shivpujan Giri	Independent Director	10364515
4.	Mr. Jagdishkumar Bhagvandas Patel	Independent Director	08038830
5.	Ms. Prapti Uday Shah	Independent Director	09216502
6.	Mr. Mukesh Laxman Sharma	Independent Director	05242810
7.	Mr. Rajendra Sabavat Dakana Naik	Chief Executive Director
8.	Mr. Pruthvikumar Vinodbhai Prajapati	Chief Financial Officer	-
9.	Ms. Pratiti Bharatbhai Patel	Company Secretary & Compliance Officer	-

1. Mr. Monil Navinchandra Vora (DIN: 09627136), retires by rotation at the ensuing AGM and being
eligible, offers himself for re-appointment as per the provisions of the section 148 & 152 Companies
Act, 2013. The resolutions seeking shareholders'' approval for their re-appointments forms part of the
Notice.

2. Appointment of Ms. Sonal Amol Loharikar (DIN: 07775421) a Non-Executive Director and Mr. Mukesh
Laxman Sharma (DIN: 05242810) an Independent Director of the Company w.e.f. 06/02/2025;

3. Appointment of Mr. Rajendra Sabavat Dakana Naik as Chief Executive Officer of the Company w.e.f.
07/06/2024;

4. Resignation of Mr. Pruthvikumar Vinodbhai Prajapati (DIN: 09389324) has been resigned from the
position of Non-Executive Director ofthe Company w.e.f. 17/08/2024

5. Appointment of Mr. Pruthvikumar Vinodbhai Prajapati as Chief financial Officer of the Company w.e.f.
17/08/2024;

6. Mr. Mitesh Patel has been resigned from the position of Chief Financial Officer of the Company w.e.f.
17/05/2024;

7. Appointment of Ms. Sonal Amol Loharikar (DIN: 07775421) a Non-Executive Director and Mr. Mukesh
Laxman Sharma (DIN: 05242810) an Independent Director of the Company w.e.f. 06/02/2025;

8. Appointment of Mr. Vinodbhai Bhavanbhai Prajapati (DIN: 00388410) as n Non-Executive Director of
the w.e.f. 01/04/2025, after the closure of the Financial Year.

9. Appointment of Mr. Vedant Rakesh Panchal (DIN: 08300735) as Managing Director of the Company
w.e.f. 17/05/2024 and he has been resigned from the position of Managing Director of the Company
w.e.f. 10/07/2024

10N omination and Remuneration Policy:

The policy on nomination and remuneration of Directors, Key Managerial Personnel and other
employees has been formulated in terms of the provision of The Companies act, 2013 and SEBI
(LODR) Regulation, 2015 in order to pay equitable remuneration to the Directors, Key Managerial
Personnel and employees of the Company and to harmonise the aspiration of human resources
consistent with the goals of the Company. The Remuneration Policy has been updated on the
website of the Company at: https://www.sellwinindia.com/COC.html

20. Declaration by independent directors

All Independent Directors have given their declaration that they meet the criteria of independence
as laid down under section 149(6) of the Companies Act, 2013 and Listing Regulations. In the opinion
of the Board, all the Independent Directors are well experienced business leaders. Their vast
experience shall greatly benefit the Company. Further, they possess integrity and relevant
proficiency which will bring tremendous value to the Board and to the Company.

21. Board Meetings and participation of directors thereat

During the financial year 2024-25, 16(Sixteen) Board Meetings were held. The interval between any
two meetings was well within the maximum allowed gap of 120 days.

The attendance of each of the Directors at the meeting of the Board Meeting during the year under
review is as under:

Name and DIN of the Directors	Designation	Number of Board meetings during the year 2024-25
		Held	Attended
Mr. Monil Navinchandra Vora (DIN: 03454540)	Non-Executive Director & Chairman	16	16
Mr. Abhishek Shivpujan Giri (DIN: 10364515)	Independent Director	16	16
Mr. Jagdishkumar Bhagvandas Patel (DIN: 08038830)	Independent Director	16	16
Ms. Prapti Uday Shah (DIN: 09216502)	Independent Director	16	16
Mr. Mukesh Laxman Sharma (DIN: 05242810) (w.e.f. 06/02/2025)	Independent Director	-	-
Ms. Sonal Amol Loharikar (DIN: 07775421) (w.e.f. 06/02/2025)	Non-Executive Director	-	-
Mr. Vedant Rakesh Panchal (DIN: 08300735) (up to 10/07/2024)	Managing Director	1	1
Mr. Pruthvikumar Vinodbhai Prajapati (DIN: 09389324) (up to 17/08/2024)	Non-Executive Director	5	5

Further, The Board, as on March 31st, 2025, had three committee namely the Audit Committee,
Nomination and Remuneration Committee and Stakeholders Relationship Committee. The details
of composition, meetings and attendance as under:

a) During the financial year 2024-25, 10(Ten) Audit Committee Meetings were held.

Name of the Committee Members	Designation	Number of Audit Committee meetings during the year 2024-25
		Held	Attended
Mr. Abhishek Shivpujan Giri (DIN: 09647742)	Chairman	10	10
Mr. Jagdishkumar Bhagvandas Patel (DIN: 01581077) (w.e.f. 17/05/2024)	Member	10	10
Mr. Pruthvikumar Vinodbhai Prajapati (DIN: 09389324) (up to 17/05/2024)	Member	NA	NA
Ms. Prapti Uday Shah (DIN: 09216502)	Member	10	10

b) During the financial year 2024-25, 4 (Four) Nomination and Remuneration Committee Meetings
were held.

Name of the Committee Members	Designation	Number of Nomination and Remuneration Committee meetings during the year 2024-25
		Held	Attended
Mr. Abhishek Shivpujan Giri (DIN: 09647742)	Chairman	4	4
Mr. Jagdishkumar Bhagvandas Patel (DIN: 01581077) (w.e.f. 17/05/2024)	Member	4	4
Mr. Pruthvikumar Vinodbhai Prajapati (DIN: 09389324) (up to 17/05/2024)	Member	NA	NA
Ms. Prapti Uday Shah (DIN: 09216502)	Member	4	4

c) During the financial year 2024-25, 1 (One) Stakeholder Relationship Committee Meetings were
held.

Name of the Committee Members	Designation	Number of Stakeholder Relationship Committee meetings during the year 2024-25
		Held	Attended
Mr. Jagdishkumar Bhagvandas Patel (DIN: 01581077) (w.e.f. 17/05/2024)	Chairman	1	1
Mr. Pruthvikumar Vinodbhai Prajapati (DIN: 09389324) (up to 17/05/2024)	Member	NA	NA
Mr. Abhishek Shivpujan Giri (DIN: 09647742)	Member	1	1
Ms. Prapti Uday Shah (DIN: 09216502)	Member	1	1

During the year, the Company has conducted following General Meeting

Type of General Meeting	Date of General Meeting	Mode of Meeting
Annual General Meeting	16/08/2024	Through VC/OAVM
Extra Ordinary General Meeting	21/10/2024	Through VC/OAVM
Postal Ballot	27/02/2025	Postal Ballot/e-voting

22. Constitution of Audit Committee:

Our Company has re-constituted Audit Committee on 17/05/2024 as per the applicable provisions of
the Section 177 of the Companies Act, 2013 read with rule 6 of the companies (Meeting of board and
its power) Rules, 2014 and Regulation 18 of SEBI Listing Regulations.

As on March 31st, 2025, The Audit Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Abhishek Shivpujan Giri (DIN: 09647742)	Chairman	Independent Director
Mr. Jagdishkumar Bhagvandas Patel (DIN: 01581077) (w.e.f. 17/05/2024)	Member	Independent Director
Mr. Pruthvikumar Vinodbhai Prajapati (DIN: 09389324) (up to 17/05/2024)	Member	Non-Executive Director
Ms. Prapti Uday Shah (DIN: 09216502)	Member	Independent Director

23. Constitution of Nomination and Remuneration Committee:

Our Company has re-constituted Nomination and Remuneration Committee on 17/05/2024 as per
applicable provisions of the Schedule V and other applicable provisions of the Companies Act, 2013
read with rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 and Regulation 19 of
SEBI Listing Regulations.

As on March 31st, 2025, The Nomination and Remuneration Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Abhishek Shivpujan Giri (DIN: 09647742)	Chairman	Independent Director
Mr. Jagdishkumar Bhagvandas Patel (DIN: 01581077) (w.e.f. 17/05/2024)	Member	Independent Director
Mr. Pruthvikumar Vinodbhai Prajapati (DIN: 09389324) (up to 17/05/2024)	Member	Non-Executive Director
Ms. Prapti Uday Shah (DIN: 09216502)	Member	Independent Director

24. Constitution of Stakeholders Relationship Committee:

Our Company has re-constituted Stakeholders Relationship Committee on 17/05/2024 as per the
applicable provisions of the Section 178(5) of the Companies Act, 2013 read with rule 6 of the
companies (Meeting of board and its power) rules, 2014 and Regulation 20 of SEBI Listing
Regulations.

As on March 31st, 2025, the Stakeholders Relationship Committee comprised of:

Name of the Director Status in Nature of Directorship

Committee

Mr. Jagdishkumar Bhagvandas Patel Chairman Independent Director

(DIN: 01581077)(w.e.f. 17/05/2024)

Mr. Pruthvikumar Vinodbhai Prajapati Chairman Non-Executive Director

(DIN: 09389324) (up to 17/05/2024)

Mr. Abhishek Shivpujan Giri Member Independent Director

(DIN: 09647742)

Ms. Prapti Uday Shah Member Independent Director

(DIN: 09216502)

25. Policy Relating to Directors Appointment and Remuneration

The Company has made disclosure Policy for appointment and remuneration of directors and other
matters referred to in Section 178(3) of the Act with rule 6 of the Companies Meeting of Board and its
power), Rules, 2014 and the details of the same as provided in company''s web site
https://www.sellwinindia.com/COC.html

26. Managerial Remuneration/Particulars of Employees :

During the period under review, no employee of the Company drew remuneration in excess of the
limits specified under the provisions of Section 197(12) of the Companies Act, read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
hence no disclosure is required to be made in the Annual Report.

27. Directors’ Responsibility Statement :

• The Financial Statement are prepared in accordance with the Generally Accepted Accounting
Principles (GAAP) under the historical cost convention on accrual basis except for certain
financial instruments which are measured at fair value. GAAP comprises mandatory accounting
standards as prescribed under section 133 of the Companies Act,2013 ("the Act") read with
Companies (Accounts) Rules, 2014, the provision of the Act (to the extent notified) and guidelines
issued by the Securities and Exchange Board of India (SEBI). There are no material departures
from the prescribed accounting standards in the adoption of these standards. In terms of Section
134 (5) of the Companies Act, 2013, the directors would like to state that:

• In the preparation of the annual accounts, for the financial year ended March 31, 2025 the
applicable accounting standards have been followed.

• The directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 or loss of the
Company for the year under review.

• The Directors have 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.

• The Directors have prepared the annual accounts ongoing concern basis.

• 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.

The directors had devised proper system to ensure compliance with the provisions of all applicable
laws and that such system were adequate and operating effectively.

28. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm''s length
basis and were in the ordinary course of business. There are no materially significant related party
transactions made by the company with related parties which may have potential conflict with the
interest of the company at large. However, as part of good corporate governance, the Company has
taken prior omnibus approval of the Board is obtained on annual basis for the transactions which are
of a foreseen and repetitive nature. Your Directors draw your attention to notes to the financial
statements for detailed related party transactions entered during the year.

29. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014, as amended from time to time, M/s. J. Singh & Associates, Chartered
Accountants, (Firm Registration No. 110266W), were appointed as statutory auditors of the Company
for a term of 5 consecutive years i.e. from the conclusion of the 43rd Annual General Meeting (AGM) of
the Company held on 29th September, 2023 till the conclusion of 48th Annual General Meeting
(AGM) of the Company to be held in the year 2028.

30. Review of Auditors Report

The Statutory Auditors of the Company have given their Audit Report on the standalone and
consolidated financial statements of the Company for the financial year ended March 31st, 2025. All
the items on which the Auditors'' have commented in their report are self-explanatory and suitably
explained in the Notes to the Accounts. There is no qualification, reservation, adverse remark,
comments, observations or disclaimer given by the Statutory Auditors in their report.

31. Secretarial Audit and Auditors Report

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial
audit report.

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Ankur
Dineshchandra Gandhi, Practicing Company Secretary (Membership No. A48016 and C.P. No.:17543),
to undertake the Secretarial Audit of the Company for the financial year 2024-25. The Secretarial
Audit report for the financial year ended March 31st, 2025 is annexed herewith as “Annexure II” to this
report. The Secretarial Audit Report does not contain any qualification, reservation and adverse
remark.

32. Internal Auditor

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, of M/s. S.P. Patel & Co.
(FRN: 144411W), Chartered Accountants, Ahmedabad, have been appointed as an Internal Auditors of
the Company for Financial Year 2024-25.

During the year, the Company continued to implement their suggestions and recommendations to
improve the control environment. Their scope of works includes, Review of the accuracy and
reliability of the Corporation accounting records and financial reports, review of operational
efficiency, effectiveness of systems and processes, and assessing the internal control strengths,
opportunities for cost saving and recommending company for improving cost efficiencies.

33. Annual Return

Pursuant to the requirement under section 134(3)(a) and 92(3) of the Companies Act, 2013 (''the Act''), it
is hereby reported that the Company is maintaining website www.sellwinindia.com and the copy of
form MGT-7 Annual Return for year ended March 31st, 2025 is also placed on it.

34. Business Risk Management

The Risk Management process that is followed to identify, assess and prioritize risks that need to be
minimized, monitored and mitigated is quite elaborate. These measures help in reducing and
controlling the impact of adverse events and maximize the realization of opportunities.

35. Corporate Social Responsibility

The Provisions of section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility
are not applicable to the company

36. Corporate Governance

As required by Regulation 34 read with Schedule V of the Listing Regulations, a separate Report on
Corporate Governance forms part of the Annual Report and is annexed herewith as “Annexure III. The
Report on Corporate Governance also contains certain disclosures required under the Companies
Act, 2013. A certificate from the Statutory Auditors of the Company regarding compliance of
conditions of Corporate Governance as stipulated under Clause E of Schedule V of the Listing
Regulations forms part of this Report.

37. Management Discussion & Analysis Report

Management''s Discussion and Analysis Report for the year under review, is presented in a separate
section forming part of the Annual Report and is annexed herewith as “Annexure IV”

38. Code of Conduct

The Board of Directors has a Code of Conduct which is applicable to the Members of the Board and
all employees in the course of day to day business operations of the company. The Code has been
posted on the Company''s website.

The Code lays down the standard procedure of business conduct which is expected to be followed
by the Directors and the designated employees in their business and in particular on matters relating
to integrity in the work place, in business practices and in dealing with stakeholders.

The Code gives guidance through examples on the expected behavior from an employee in a given
situation and the reporting structure. All the Board Members and the Senior Management Personnel
have confirmed compliance with the Code. All Management Staff were given appropriate training in
this regard.

39. Reporting of frauds by auditors

During the year under review, the statutory auditor has not reported to the board, under Section 143
(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers
or employees, the details of which would need to be mentioned in the Board''s report.

40. Vigil Mechanism

In pursuant to the provisions of section 177 of the Companies Act, 2013 and SEBI Listing Regulations,
the Company has a vigil mechanism to deal with issuance of fraud and mismanagement, if any. In
staying true to our values of Strength, Performance and Passion and in line with our vision of being
one of the most respected companies in India, the Company is committed to the high standards of
Corporate Governance and stakeholder responsibility.

The vigil mechanism ensures that strict confidentiality is maintained whilst dealing with concerns
and also that no discrimination will be meted out to any person for a genuinely raised concern. The
Chairman of Audit and Chairman of the Board looks into the complaints raised.

41. Disclosure under sexual harassment of women at workplace

Your Company is committed to provide and promote safe, healthy and congenial atmosphere
irrespective of gender, caste, creed or social class of the employees. No cases have been files under
the Act as the Company is keeping the working environment healthy.

42. Appointment of RTA

M/s Niche Technologies Private Limited is a Registrar and Share Transfer Agent of the company in
order to Compliance with the provision of Companies Act, 2013.

All the equity shareholders of the Company have Demat their Equity Shares as on March 31st, 2025
and none of shareholders holding shares in physical form.

43. Material Orders

In pursuance to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant or material
orders were passed by the regulators or courts or tribunals impacting the going concern status and
Company''s operations in future.

44. Listing with Stock Exchange

The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial
year 2024-25 to the BSE Limited where the shares of the Company are listed.

45. Prevention of Insider Trading

The Code requires pre-clearance for dealing in the Company''s 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 Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors and designated employees of
the Company. The Board is responsible for implementation of the Code. All Board Directors and the
designated employees have confirmed compliance with the Code.

46. Status of Cases Filed Under Insolvency and Bankruptcy Code, 2016

No such process initiated during the period under review under the Insolvency and Bankruptcy
Code, 2016 (IBC)

47. Secretarial Standards of ICSI

The Company is in compliance with the relevant provisions of Secretarial Standards on Meetings of
the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company
Secretaries of India and approved by the Central Government and other applicable Secretarial
Standards from time to time.

48. Transfer of unclaimed dividend to Investor Education and Protection Fund :Share Capital

The paid-up equity capital as on March 31, 2025 was Rs. 44,97,75,000. The Company has not issued
shares with differential voting rights nor granted stock options no sweat equity.

49. Business Responsibility Report

The SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 mandates inclusion of
Business Responsibility Report (BRR) as part of the Annual Report for top hundred listed entities
based on market capitalization. We does not fall in the top hundred listed entities and hence not
provided the BRR as part of our Annual Report.

50. Preservation of documents

All the documents as required under the Act, has been properly kept at the corporate office of the
Company.

51. Archival Policy

The policy deals with the retention and archival of corporate records of Sellwin Traders Limited.
The policy is available on the website of the company
http://www.sellwinindia.com/file/2016/july/STL_Archival_Policy.pdf).

52. Details of Difference Between Valuation amount On one time Settlement and Valuation while
Availing Loan From Banks and Financial Institutions.

During the year under review, there has been no one time Settlement of loans taken from Banks and
Financial Institutions.

53. Acknowledgements

The Board wishes to place on record their gratitude for the co-operation and assistance received
from all those who contributed by some means or other for the performance of the company and
expect the same in the future.

By Order of the Board
For Sellwin Traders Limited

Dated: 3rd September, 2025 Sd/-

Place: Mumbai Monil Navinchandra Vora

Director
DIN: 09627136

---

Mar 31, 2024

Your Directors have pleasure in presenting the Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2024.

1. Financial Results: (Rs. In Lakhs)

Standalone Consolidated

	AS AT 31.03.2024	AS AT 31.03.2023	AS AT 31.03.2024	AS AT 31.03.2023
Sales and Other Income	3995.97	3960.29	4482.12	3960.29
Profit before depreciation, taxation & Exceptional Items	111.68	2.15	121.24	2.15
Less: Depreciation	0.43	1.11	0.43	1.11
Less: Current Tax	24.88	0.27	27.52	0.27
Less: Mat Credit	0.00	0.00	0.00	0.00
Less: Mat Credit for earlier year	0.00	0.00	0.00	0.00
Less: Deferred Tax	0.01	-0.11	0.01	-0.11
Less: Exceptional Items	0.00	0.00	0.00	0.00
Profit after taxation	86.36	0.88	93.28	0.88
Add: Balance brought forward from previous year	(12.80)	(13.68)	(12.80)	(13.68)
Surplus available for appropriation	86.36	0.88	93.28	0.88
Appropriations	0.00	0.00	0.00	0.00
Transitional Provision for Depreciation	0.00	0.00	0.00	0.00
Prior period Income Tax adjusted	0.00	0.00	0.00	0.00
Balance carried to Balance sheet	73.55	(12.80)	77.70	(12.80)

2. Financial Position:

During the year under review, the Company has made a Standalone profit of Rs. 86.36 lakh during the year and Profit of Rs. 0.88 lakh in the preceding year. the Company has made a Consolidated profit of Rs. 93.28 lakh during the year Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

3. Dividend :

In order to conserve the reserve, your directors do not recommend any dividend for the financial year ended, 31st March, 2024.

4. Transfer of unclaimed dividend to Investor Education and Protection Fund :Share Capital :

The paid-up equity capital as on March 31, 2024 was Rs. 820 lakhs. The Company has not issued shares with differential voting rights nor granted stock options no sweat equity.

5. Raising of fund through Warrant Issue

During the period under review the Board of Directors in its meeting held on the 8^th January, 2024 unanimously approved a proposal of the issuance and allotment of up to 3,68,00,000 (Three Crore Sixty Eight Lakhs) Convertible Warrants ("Warrants") at a price of ^12.95/- (Rupees Twelve Rupees Ninety Five Paisa Only) per Warrant, including the premium.

Each of these Warrants will possess the potential to be converted into, or exchanged for, one (01) fully paid-up equity share of our Company, which carries a face value of ^10/- (Rupees Ten Only). Furthermore, each equity share will have an associated premium of ^2.95/- (Two Rupees Ninety Five Paisa Only) per share. The total aggregate funds raised through this preferential issue will amount to ^47,65,60,000/- (Rupees Forty Seven Crore Sixty Five Lakhs Sixty Thousand Only).

Furthermore, the allotment of Warrants, was formally approved by our esteemed members through a postal ballot. Furthermore the Board of Directors has approved allotment of 3,17,80,000 (Three Crore Seventy Lakhs Eighty Thousand) Convertible Warrants ("Warrants") in its meeting held on the 22^nd March, 2024. The total aggregate funds raised through this preferential issue will amount to ^41,15,51,000/-(Rupees Forty One Crore Fifteen Lakhs Fifty One Thousand Only).

Furthermore the Board of Directors at their meeting at 17^th may, 2024 has approved allotment of 1,20,60,000 (One Crore Twenty Lakhs Sixty Thousand) Equity shares of face value of Rs.10/- each out of the warrants allotted by way of preferential allotment to other than promoters on a preferential basis in accordance with provisions of Chapter V of SEBI (ICDR) Regulations, 2018.

Furthermore, we wish to inform you that a comprehensive report detailing the allocation and utilization of the funds raised through this preferential issue, up to the Quarter ending June 2024, has been submitted by the Board

6. Material Changes and Commitment if any affecting the financial position of the Company occurred between the ends of the financial year to which this financial statements relate and the date of the report:

The Authorised Share Capital of the Company has been increased from ^8,20,00,000/- (Rupees Eight Crore Twenty lakhs Only) divided into 82,00,000 (Eighty Two Lakhs) Equity Shares to ^45,00,00,000/- (Rupees Forty Five Crores only) divided into 4,50,00,000 (Four Crore Fifty Lakhs) Equity Shares of ^10/- each.

The Issued, Subscribed and Paid up Share Capital of the Company has been increased from ^8,20,00,000/-(Rupees Eight Crore Twenty lakhs Only) divided into 82,00,000 (Eighty Two Lakhs) Equity Shares to ^20,60,00,000/- (Rupees Twenty Crore Sixty Lakhs only) divided into 2,02,60,000 (Two Crore Two Lakh Sixty Thousand) Equity Shares of ^10/- each.

7. Transfer to reserves :

No amount was transferred to the General Reserve during the period 1st April, 2023 to 31st March, 2024.

8. Disclosure under sexual harassment of women at workplace :

Your Company is committed to provide and promote safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. No cases have been files under the Act as the Company is keeping the working environment healthy.

9. Corporate Social Responsibility :

The Provisions of section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the company.

10. Business Responsibility Report :

The SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 mandates inclusion of Business Responsibility Report (BRR) as part of the Annual Report for top hundred listed entities based on market capitalization. We does not fall in the top hundred listed entities and hence not provided the BRR as part of our Annual Report.

11. Risk Management :

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. The Board members were informed about risk assessment and after which the Board formally adopted and implemented the necessary steps for monitoring the risk management plan for the company.

12. Auditor :

Statutory Audit:

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. M/s. J. Singh & Associates, Chartered Accountants, (Firm Registration No. 110266W), Statutory Auditors of the Company has carried out the statutory Audit and submitted its report for the financial year ended on 31^st March, 2024.There is no qualification, disclaimer, reservation or adverse remark made by the Statutory Auditors in Auditors'' Report.

Secretarial Audit:

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Ankur Dineshchandra Gandhi, Practicing Company Secretary (Membership No. A48016 and C.P. No.:17543) to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit report for the financial year ended 31st March, 2023 is annexed herewith as "Annexure A" to this report. The Secretarial Audit Report does not contain any qualification, reservation and adverse remark.

13. Directors and Key Managerial Personnel''s:

Mr. Rushil Hareshbhai Modi (DIN: 08339047) has been resigned from the position of Managing Director due to confidential and unavoidable circumstances w.e.f. 01.04.2023

Mr. Rajendra Sabavat Dakana Naik (DIN: 09340513), Managing Director have appointed w.e.f. 25.07.2023. Also he has been resigned from the position of Managing Director due to family business opportunity which needs to be manage personally leading to insufficient time to manage the operation of the Company w.e.f.

17.05.2024 after the closure of Financial Year.

Ms. Chandani Anuj Kansara (DIN: 09670529), Independent Director and Mr. Kalpesh Navnitlal Shah (DIN: 02727578) has been resigned due to unavoidable circumstances from Directorship w.e.f. 06.10.2023.

Mr. Jagdishkumar Bhagvandas Patel (DIN: 08038830) and Ms. Prapti Uday Shah (DIN: 09216502) has appointed as an Independent Directors of the Company w.e.f. 06.10.2023

Mr. Sunil Motiram Jagtap (DIN: 09451551), Independent Director has been resigned due to unavoidable circumstances from Directorship w.e.f. 28.10.2023

Mr. Abhishek Shivpujan Giri (DIN: 10364515) has appointed as an Independent Directors of the Company w.e.f. 28.10.2023

Mr. Viral Mukundbhai Shah (DIN: 00014182) has appointed as an Independent Directors of the Company w.e.f. 08.11.2023. Also he has been resigned from the position of Director w.e.f. 19.02.2024

Mr. Rajendra Sabavat Dakana Naik, Chief Executive Officer of the Company have appointed w.e.f.

07.06.2024 after the closure of Financial Year.

Mr. Mitesh Patel has been resigned from the position of Chief Financial Officer of the Company w.e.f.

17.05.2024 after the closure of Financial Year.

All Independent Directors have given their declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Listing Regulations. In the opinion of the Board, all the Independent Directors are well experienced business leaders. Their vast experience shall greatly

benefit the Company. Further, they possess integrity and relevant proficiency which will bring tremendous value to the Board and to the Company.

14. Corporate Governance And Management Discussion & Analysis Report:

The Company is exempt under Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, read with Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. Hence, Annual Report 2022-23 does not contain the Corporate Governance Report. Further, as and when the company falls under the applicability to provide Corporate Governance Report, the company will comply with the same. Management discussion & analysis report regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

15. Acceptance of Deposit :

Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended.

16. Loans, Guarantee or Investments :

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company are given in the notes to the financial statements

17. Internal Control System and Their Adequacy :

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and to maintain its objectivity and independence, the Audit Committee reports to the Chairman of the Audit Committee and & to the Board Chairman & Managing Director.

18. Annual Evaluation of Board Performance and Performance of its Committees and of Individual Directors :

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders Relationship, Nomination& Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

19. Nomination & Remuneration Policy :

The Board has, on the recommendation of the Nomination& Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

20. Board & Committee Meetings :

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 15 (Fifteen) meeting of the Board of directors, 8 (Eight) Audit Committee Meetings, 6 (Six) Nomination & Remuneration

Committee Meetings and 1 (One) Stakeholders'' Relationship Committee Meetings were held in the Financial Year 2023-24. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Number of Board Meeting and Attendance:

The Company sends notice of meetings of the Board well in advance so as to allow the Directors to block their calendars. There were Fifteen meetings of the board viz. 01.04.2023, 30.05.2023, 22.07.2023,

25.07.2023, 19.08.2023, 01.09.2023, 06.10.2023, 28.10.2023, 08.11.2023, 08.01.2024, 31.01.2024,

19.02.2024, 06.03.2024, 07.03.2024 and 22.03.2024 held during the year, details which is required pursuant to Section 134(3)(b) of the Companies Act, 2013 are given as under:

Name of Director	No. of Board Meeting attended	Whether attended AGM
Rajendra Sabavat Dakana Naik	12	Y
Pruthvikumar Vinodbhai Prajapati	15	N
Monil Navinchandra Vora	15	Y
Abhishek Shivpujan Giri	8	N
Jagdishkumar Bhagvandas Patel	9	N
Prapti Uday Shah	9	N
Kalpesh Navnitlal Shah	6	Y
Chandani Anuj Kansar	6	Y
Sunil Motiram Jagtap	7	N
Viral Mukundbhai Shah	2	N

Number of Audit Committee and Attendance:

Pursuant to provision of Section 177 of the Companies act 2013, during the year under review, Eight meetings were held on 30.05.2023, 22.07.2023, 19.08.2023, 01.09.2023, 08.11.2023, 08.01.2024,

31.01.2024 and 22.03.2024. The attendance record of the members at the meeting was as follows:

Name of Member	Designation	Attendance
Sunil Motiram Jagtap	Chairman	4
Abhishek Shivpujan Giri	Chairman	4
Pruthvikumar Vinodbhai Prajapati	Member	8
Chandani Prafulbhai Kansara	Member	4
Prapti Uday Shah	Member	4

Number of Nomination and Remuneration Committee and Attendance:

Pursuant to provision of Section 178 (1) of the Companies act 2013, during the year under review, 6 meetings

were held on 25.07.2023, 19.08.2023, 01.09.2023, 06.10.2023, 28.10.2023 and 08.11.2023. The attendance record of the members at the meeting was as follows:

Name of Member	Designation	Attendance
Sunil Motiram Jagtap	Chairman	5
Abhishek Shivpujan Giri	Chairman	1
Pruthvikumar Vinodbhai Prajapati	Member	6
Chandani Prafulbhai Kansara	Member	4
Prapti Uday Shah	Member	2

Number of Stakeholder Relationship Committee and Attendance:

Pursuant to provision of Section 178(5) of the Companies act 2013, during the year under review, one meetings were held on 22.03.2024. The attendance record of the members at the meeting was as follows:

Name of Member	Designation	Attendance
Pruthvikumar Vinodbhai Prajapati	Chairman	1
Abhishek Shivpujan Giri	Member	1
Prapti Uday Shah	Member	1

21. Related Party Transactions :

All related party transactions that were entered into during the financial year were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. The policy is available on the website of the company (http://www.sellwinindia.com/file/2016/mav/PolicvofRelatedPartvTransaction.pdf).

22. Directors'' Responsibility Statement :

The Financial Statement are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair value. GAAP comprises mandatory accounting standards as prescribed under section 133 of the Companies Act,2013 ("the Act") read with Companies (Accounts) Rules, 2014, the provision of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from the prescribed accounting standards in the adoption of these standards. In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, for the financial year ended March 31, 2024 the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

iii) The Directors have 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.

iv) The Directors have prepared the annual accounts ongoing concern basis.

v) 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.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

23. Preservation of documents :

All the documents as required under the Act, has been properly kept at the corporate office of the Company.

24. Listing with Stock Exchange :

The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year 202324 to the BSE Limited where the shares of the Company are listed.

25. Significant and Material Orders:

There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operation in future.

26. Fraud Reporting:

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

27. Secretarial Standards of ICSI :

The Company is in compliance with the relevant provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government and other applicable Secretarial Standards from time to time.

28. Subsidiary Companies :

As of 31st March, 2024, the Company has 2 subsidiaries.

During the year, Mannibhadra Aggro Private Limited, subsidiary of the Company was incorporated on 9^th November, 2022 and Patel & Patel E-Commerce And Services Private Limited, Subsidiary of the Company was incorporated 25^th August, 2021.

The contribution of each of the subsidiaries in terms of the revenue and profit is provided in Form AOC-1, which forms part of the Annual Report is annexed herewith as "Annexure B" to this report

29. Code of Conduct :

The Board of Directors has a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company''s website.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

30. Vigil Mechanism :

In pursuant to the provisions of section 177 of the Companies Act, 2013 and SEBI Listing Regulations, the Company has a vigil mechanism to deal with issuance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The vigil mechanism ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Chairman of Audit and Chairman of the Board looks into the complaints raised.

31. Archival Policy :

The policy deals with the retention and archival of corporate records of Sellwin Traders Limited. The policy is available on the website of the company

(http://www.sellwinindia.com/file/2016/iuly/STL Archival Policy.pdf).

32. Prevention of Insider Trading :

The Code requires pre-clearance for dealing in the Company''s 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 Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

33. Annual Return :

Pursuant to the provisions of Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return as on March 31, 2024 is available at the web link: www.sellwinindia.com

34. Managerial Remuneration/Particulars of Employees :

During the period under review, no employee of the Company drew remuneration in excess of the limits specified under the provisions of Section 197(12) of the Companies Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual Report.

35. Statutory Information:

Particulars required to be furnished by the Companies (Accounts) Rules, 2014:

,1. CONSERVATION OF ENERGY : Nil

2. TECHNOLOGY ABSORPTION & ADOPTION : Nil

3. FOREIGN EXCHANGE EARNING & OUTGO : Nil

36. Policy to Prevent Sexual Harassment at the Work Place:

The Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation or intimidation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behavior is prohibited both by law and by the Sellwin Traders Ltd.

37. Details of Application made or Proceeding under Insolvency and Bankruptcy Code, 2016:

During the year under review, there were no applications made orproceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016

38. Details of Difference Between Valuation amount On one time Settlement and Valuation while Availing Loan From Banks and Financial Institutions.

During the year under review, there has been no one time Settlement of loans taken from Banks and Financial Institutions.

39. Acknowledgements :

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

By Order of the Board For Sellwin Traders Limited

Sd/-

Monil Navinchandra Vora

Dated: 18^th July, 2024 Director

Place: Ahmedabad DIN: 09627136

---

Mar 31, 2014

The Members,

The Directors have pleasure in presenting the Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2014.

1 . Financial Results: Rs. In Lacs

CURRENT YEAR PREVIOUS YEAR

Profit/(Loss) Before Taxation 1.46 0.14

Current Tax (0.28) (0.03)

Profit After Tax 1.45 0.11

Brought forward from earlier years (7.28) (7.38)

Balance Carried To Balance Sheet (5.82) (7.28)

2. Future Performance:

In the year under review, the Company has made Net Profit after tax of Rs. 1,45,392/- adjusted with accumulated loss carried forwarded from past years. Your Directors are identifying prospective areas and will make appropriate investments that will maximise the revenue of the company in the current Financial Year.

3. Dividend:

In view of the accumulated loss carried forwarded from past years and after adjustments for the current year''s profit, the Board regrets its inability to recommend any dividend to equity shareholders for the year.

4. Auditors:

The retiring Auditors M/s. Maroti & Associates, Chartered Accountants, Kolkata hold office till the conclusion of the Annual General Meeting and is eligible for reappointment at.

5. Directors:

The Board commends the passing of the Resolutions at Annual General Meeting Notice for the appointment of Mr. Navin Chandra Sharma as Managing Director of the company.

Mrs. Nirmala Devi Sharma who retires by rotation and being eligible, offers themselves for re-appointment.

Mr. Debasis Roy resigned from the board of the company on 28 April, 2014. The board members expressed their gratitude for contribution made by Mr. Roy during his long association with the company.

Mr. Anand Kumar Jain was appointed as Additional Director on the board of the company to hold office up to this AGM and his candidature has been proposed to be appointed as Independent Director pursuant to the provisions of Section 149 of the Act for a period of three (3) consecutive years from the conclusion of this AGM up to the conclusion of AGM for Financial Year ending 2016-17.

As per the provisions of Section 149 of the Act, which has come into force with effect from 1st April, 2014, an Independent Director is required to be appointed and shall hold office for a term up to maximum of five consecutive years on the Board of a company and shall not be liable to retire by rotation. In compliance with the provisions of Section 149 the company may place before the Members in General Meeting for their approval to appoint requisite Independent Directors.

6. Personnel:

Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. No employee of the company is in receipt of remuneration in excess of limit prescribed under section 217(2A) of the Companies Act, 1956.

7. Statutory Information:

Particulars required to be furnished by the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:

1. CONSERVATION OF ENERGY : Nil

2. TECHNOLOGY ABSORPTION & ADOPTION : Nil

3. FOREIGN EXCHANGE EARNING & OUTGO : Nil

8. Listing at BSE Ltd.:

Your company had made an application for listing its equity share at BSE LTD. under direct listing norms of BSE for existing listed company. Our endeavour in this respect shall prove you a ready market on nationwide platform for trading in securities on a continuous basis adding prestige and importance to the company. The company can also raise additional funds from the public through the new issue market with a greater degree of assurance. The new funds sought to be raised break new ground for the Company and are steps towards our ambition to build a more global fund house. i

9. Directors'' Responsibility Statement in terms of Sec. 217(2AA) of he Companies Act, 1956:

To the best of our knowledge and belief and according to the confirmations and explanations obtained by them, your directors make the following statements in terms of Section 217(2AA) of the Companies Act, 1956:

I. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

II. The Directors have selected such accounting policies and have 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.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The Directors have prepared the annual accounts on going concern basis.

10. Corporate Governance:

As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

11. Acknowledgements:

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the Board

Place : Kolkata Kailash Chandra Sharma Navin Chandra Sharma Date : 26th day of May, Director Managing Director 2014

---

Mar 31, 2013

The Members,

The Directors have pleasure in presenting the Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2013.

1 FINANCIAL RESULTS :

(Fig. in RS) CURRENT YEAR PREVIOUS YEAR

PROFIT/(LOSS) BEFORE TAXATION 13,528 (36,101)

Current Tax 2,578 -

PROFIT AFTER TAX 10,950 (36,101)

Brought forward from earlier years (7,38,477) (7,02,376)

Balance Carried To Balance Sheet (7,27,527) (7,38,477)

2. FUTURE PERFORMANCE:

In the year under review, the Company has made Profit of Rs. 13,528/-. Your Directors are identifying prospective areas and will make appropriate investments that will maximise the revenue of the company in the current Financial Year.

3. DIVIDEND:

In view of Inadequate Profit, Your Directors do not recommend any dividend for the year.

4. AUDITORS:

The retiring Auditors Maroti & Associates, Chartered Accountants, Kolkata hold office till the conclusion of the Annual General Meeting and is eligible for reappointment.

5. DIRECTORS:

Mr. Kailash Chandra Sharma and Mr. Debashis Roy retires by rotation and being eligible, offers themselves for re-appointment.

6. PERSONNEL:

Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. No employee of the company is in receipt of remuneration in excess of limit prescribed under section 217(2A) of the Companies Act, 1956.

7. STATUTORY INFORMATION:

Particulars required to be furnished by the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:

1. CONSERVATION OF ENERGY : Nil

2. TECHNOLOGY ABSORPTION & ADOPTION : Nil

3. FOREIGN EXCHANGE EARNING & OUTGO : Nil

8. RESPONSIBILITY STATEMENT:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such accounting policies and have 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.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on going concern basis.

9. CORPORATE GOVERNANCE:

As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

10. ACKNOWLEDGEMENTS:

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the Board

Kailash Chandra Sharma Navin Chandra Sharma Place : Kolkata Date : 24th Day of May, 2013. Director Director

---

Mar 31, 2012

The Members,

The Directors have pleasure in presenting the Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2012.

1. FINANCIAL RESULTS :

(Fig. in RS)

CURRENT YEAR PREVIOUS YEAR

PROFIT/(LOSS) BEFORE TAXATION (36,101) (69,588)

PROFIT AFTER TAX (36,101) (69,588)

Excess IT Provisions written back ----- -----

Brought forward from earlier years (7,02,376) (6,32,788)

Balance Carried To Balance Sheet (7,38,477) (7,02,376)

2. FUTURE PERFORMANCE:

In the year under review, the Company has made Loss of Rs. 36,101/-. Your Directors are identifying prospective areas and will make appropriate investments that will maximise the revenue of the company in the current Financial Year.

3. DIVIDEND:

In view of Loss, Your Directors do not recommend any dividend for the year.

4. AUDITORS:

The retiring Auditors Maroti & Associates, Chartered Accountants, Kolkata hold office till the conclusion of the Annual General Meeting and is eligible for reappointment.

5. DIRECTORS:

Mr. Kamal Kishor Mundhra and Mr. Mahendra Kumar Gulgulia retires by rotation and being eligible, offers themselves for re-appointment.

6. PERSONNEL:

Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. No employee of the company is in receipt of remuneration in excess of limit prescribed under section 217(2A) of the Companies Act, 1956.

7. STATUTORY INFORMATION:

Particulars required to be furnished by the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:

1. CONSERVATION OF ENERGY : Nil

2. TECHNOLOGY ABSORPTION & ADOPTION : Nil

3. FOREIGN EXCHANGE EARNING & OUTGO : Nil

8. RESPONSIBILITY STATEMENT:

i. In preparation of the annual accounts, the applicable Accounting Standards have been followed.

ii. The Directors have selected such accounting policies and have 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.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts on going concern basis.

9. CORPORATE GOVERNANCE:

As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

10. ACKNOWLEDGEMENTS:

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and on behalf of the Board

Place : Kolkata Kailash Chandra Sharma Navin Chandra Sharma Director Director Date : 22nd day of June, 2012

---

Mar 31, 2011

The Members,

The Directors have pleasure in presenting the Annual Report of the Company together with Audited Accounts for the year ended on 31st March, 2011.

1. FINANCIAL RESULTS (Fig, in Rs.) CURRENT YEAR PREVIOUS YEAR

Profit/(Loss) Before Taxation (69,588) (1,66,288)

Profit after Tax (69,588) (1,66,288)

Excess IT Provision written back - (1,625)

Brought forward earlier years (6,32,788) (4,64,875)

Balance Carried to Balance Sheet (7,02,376) (6,32,788)

2. FUTURE PERFORMANCE:

In the year under review, the Company has made Loss of Rs. 69,588/-. Your Directors are identifying prospective areas and will make appropriate investments that will maximise the revenue of the company in the current Financial Year.

3. DIVIDEND:

In view of Loss, Your Directors do not recommend any dividend for the year.

4. AUDITORS:

The retiring Auditors MAROTI & ASSOCIATES, Chartered Accountants, Kolkata hold office till the conclusion of the Annual General Meeting and is eligible for reappointment.

5. DIRECTORS:

Mr. Navin Chandra Sharma and Mrs. Nirmala Devi Sharma retires by rotation and being eligible, offers them self for re-appointment.

6. PERSONNEL:

Your Directors place on record the sense of appreciation for the valuable contribution made by the staff members of the company and hope that their continued support will help in achieving the goals of the Company. No employee of the company is in receipt of remuneration in excess of limit prescribed under section 217(2A) of the Companies Act, 1956.

7. STATUTORY INFORMATION:

Particulars required to be furnished by the companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988:

1. CONSERVATION OF ENERGY : Nil

2. TECHNOLOGY ABSORPTION 6V: ADOPTION : Nil

3. FOREIGN EXCHANGE EARNING & OUTGO : Nil

8. RESPONSIBILITY STATEMENT:

i. In preparation of the annua! accounts, the applicable Accounting Standards have been followed. ii. The Directors have selected such accounting policies and have 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. Hi. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. The Directors have prepared the annual accounts on going concern basis.

9. CORPORATE GOVERNANCE:

As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

10. ACKNOWLEDGEMENTS :

The Board wishes to place on record their gratitude for the co-operation and assistance received from all those who contributed by some means or other for the performance of the company and expect the same in the future.

For and behalf of the board

Sd/- Sd/- Place : Kolkata KAILASH CHANDRA SHARMA NAVIN CHANDRA SHARMA Dated: 28 th Day Director Director of june,2011