Directors Report of Swadeshi Polytex Ltd.

Mar 31, 2025

The Board of Directors is pleased to present the 55^th Annual Report on the business and operations of Swadeshi Polytex Limited (“the Company”) together with the Audited Financial Statements for the financial year ended March 31, 2025.

The financial statements have been prepared in accordance with the applicable provisions of the Indian Accounting Standards (Ind AS) and other regulatory requirements.

FINANCIAL HIGHLIGHTS

The highlights of your Company’s financial results for the financial year ended March 31,2025 and for the previous year are summarized below:

(Rs. in Lakhs)
Particulars	Year Ended on 31.03.2025	Year Ended on 31.03.2024
Revenue from Operations	40	9,925.66
Other Income	710.95	667.06
Total Income	750.95	10,592.72
Total Expenditure	406.72	687.11
Profit /(Loss) before tax from Continuing operations	344.23	9,905.61
Tax Expenses from Continued operations	118.17	1,656.57
Profit (Loss) from continuing operations	226.06	8249.04
Profit /(Loss) before tax from discontinued operations	2.05	(18.55)
Tax Expenses from discontinued operations	0.52	(4.67)
Profit/(Loss) from discontinuing operations	1.53	(13.88)
Profit (Loss) after tax	227.59	8,235.16

CHANGE IN THE NATURE OF BUSINESS

The Company is engaged in the activities of Real Estate Development and allied business. During the financial year under review, there was no change in the nature of the business activities of the Company. The Company continued to pursue its objectives in the real estate sector in line with its long-term strategic goals.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report, except as otherwise disclosed herein. The Company continues to operate in the ordinary course of business, and no significant events have occurred post the financial year-end that would impact its financial standing.

The substantial decrease in revenue from ^9,925.66 lakhs in FY 2023-24 to ^40 lakhs in FY 2024-25 is primarily attributable to the fact that the Company had completed the sale of all its land parcels during the previous financial year. Consequently, there were no land assets available for sale during the current financial year, resulting in minimal operational revenue. The Company is currently evaluating future development and investment opportunities in the real estate sector to enhance its revenue streams in the coming years.

DIVIDEND

In line with the objective of conserving financial resources and strengthening the long-term value for stakeholders, the Board of Directors has deemed it prudent not to recommend any dividend for the financial year ended March 31, 2025. This decision has been taken after careful consideration of the Company’s current financial position, future investment plans, and overall business strategy.

TRANSFER TO GENERAL RESERVE

No amount has been transferred to the General Reserve during the year under review. The Company earned a profit of ^ 227.59 lakhs during the financial year 2024-25.

SHARE CAPITAL

• No shares were allotted during the year.

• No shares were bought back.

• No Sweat Equity Shares or Stock Options were issued.

• No Bonus Shares were issued during the year.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture, or Associate Company as on March 31,2025. Accordingly, the requirements related to disclosure of financial performance and other details of such entities are not applicable for the year under review.

ALTERATION IN THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

During the year under review, there were no changes or alterations made to the Memorandum of Association or the Articles of Association of the Company. The existing charter documents remain in full force and effect without any modifications.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:A. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013, the following Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment:

• Mr. Hartaj Sewa Singh (DIN: 00173286)

• Mr. Palani Samy Kungumaraju (DIN: 10164262)

Further, in compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Secretarial Standard on General Meetings (SS-2), a brief profile of the aforementioned Directors, including their qualifications, experience, and other directorships, is provided in the Explanatory Statement annexed to the Notice convening the Annual General Meeting.

B. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Companies Act, 2013, read with the Rules framed thereunder.

- Mr. Bhuwan Chaturvedi: Chief Executive Officer

- Mr. Ankit Garg: Chief Financial Officer

- Ms. Anuradha Sharma: Company Secretary

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 (7) OF THE COMPANIES ACT, 2013

The Company has received declarations from all the independent directors of the Company, that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company. All independent directors of the company have also confirmed compliance with the provisions of Schedule IV of the companies Act, 2013 and rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, regarding registering themselves with the Indian Institute of Corporate Affairs and meeting the requirement of the self-proficiency test.

Statement on Compliance of Code of Conduct for Independent Directors, Directors and Senior Management Personnel, as per Regulation 17(5) of the SEBI Listing Regulations, requires listed companies to lay down a code of conduct for its directors and senior management, incorporating duties of directors as laid down in the Act.

All directors and senior management personnel have affirmed compliance with the code for the financial year 2025. A declaration to this effect signed by the CEO is given herein below:

Declaration by Chief Executive Officer

[Regulation 34(3) read with Schedule V (Part D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

I, Bhuwan Chaturvedi, Chief Executive Officer (CEO) of Swadeshi Polytex Limited hereby declare that all the members of Board of Directors and Senior Management have affirmed compliance with the Code of Conduct of Board of Directors and Senior Management of the Company for the year ended 31^st March, 2025.

Sd/-

Bhuwan Chaturvedi CEO

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company’s Policy on the appointment and remuneration of Directors, including the criteria for determining qualifications, positive attributes, independence of a Director, and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013, is available on the Company’s website at the following link:

https://www.splindia.co.in/corporate governance.htm PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Rules made there under listing requirement, The Nomination and Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performances of the Board, and that of its committees and individual Directors, CEO and Chairman has to be made. The evaluation process focused on various aspects of the Board and committees functioning such as their composition, experience and competencies, performance of specific duties and obligations, corporate governance and compliance management. A separate meeting of the Independent Directors was held, inter-alia, to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and to assess the quality, quantity and timeliness of flow of information between the Company’s management and the Board, that is necessary for the Board to effectively and reasonably perform its duties.

The performance evaluation of the Non-Independent Directors including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors held on 21^st March, 2025.

SECRETARIAL STANDARDS

The Directors hereby confirm that the Company has duly complied with the applicable mandatory Secretarial Standards, namely SS-1: Secretarial Standard on Meetings of the Board of Directors, and SS-2: Secretarial Standard on General Meetings, as issued by the Institute of Company Secretaries of India.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO:

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the Company remains committed to improving its energy efficiency, though it does not currently have specific energy-intensive operations that would require significant energy conservation efforts.

However, with regard to Technology Absorption, it is important to note that the Company’s operations do not involve the use of any advanced or specialized technology. As such, the requirements for technology absorption, as outlined under the Companies (Accounts) Rules, 2014, are not applicable to the Company’s business model, which primarily focuses on real estate development.

Regarding Research and Development (R&D) expenditures, the Company has not incurred any costs on R&D during the financial year under review. This is due to the nature of the Company’s activities, which do not involve research-driven projects or product development that would necessitate significant investment in R&D. The Company continues to focus on its core business operations while ensuring compliance with all applicable regulations.

Furthermore, during the year under review, there were no foreign exchange earnings or outgo. The Company’s business operations remained domestic in nature, and it did not engage in any transactions involving foreign exchange.

STATE OF COMPANY’S AFFAIRS

The Board is confident that the Company is well-positioned to capitalize on emerging market opportunities and continue its journey toward sustainable growth. The Company’s focus on conserving financial resources, while reinvesting in key areas of business development, remains a key priority to enhance shareholder value and long-term profitability.

Looking ahead, the Company is optimistic about the prospects of the real estate market and is committed to executing its business plans efficiently. We remain confident that with the collective efforts of our dedicated management team and stakeholders, the Company will continue to grow and achieve its strategic objectives in the coming years.

The Company has earned profit of Rs. 227.59 lakhs during the Financial Year 2024-25.

The total income for the financial year under review decreased to Rs. 750.95 Lakhs as against Rs. 10592.72 lakhs for the previous financial year. Profit from continuing operations was Rs. 227.59 Lakhs for the financial year under review as against the profit of Rs. 8249.04 lakhs for the previous financial year. Profit from discontinued operations was Rs. 1.53 lakhs for the financial year under review as against the loss of Rs. 13.88 lakhs in the previous financial year. The profit of the Company for the financial year under review after tax was Rs. 227.59 lakhs as against profit of Rs. 8,235.16 lakhs in the previous financial year.

The Annual Return pursuant to the provisions of Section 134 (3) and 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 31^st March, 2025 is available on the website of the Company at https://www.splindia.co.in/agm.htm.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI).

The Company has also implemented several best governance practices. Our Corporate Governance Report for financial year 2024-25 forms an integral part to this Annual Report attached as an Annexure-A.

In accordance with Regulation 34(3) read with Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), a detailed report on Corporate Governance has been prepared.

Furthermore, as required under Schedule V(E) of the Listing Regulations, a certificate confirming compliance with the conditions of Corporate Governance has been obtained from M/s Shruti Singhal & Associates, Practicing Company Secretaries, and is annexed to this report as Annexure-B.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The statement containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is given in “Annexure- C” forming part of this Report.

DETAILS OF RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF THE COMPANIES ACT, 2013

The Company has not entered into any Related Party Transactions (RPTs) during the financial year that would have attracted the provisions of Section 188 of the Companies Act, 2013. Accordingly, there are no details to be disclosed in Form AOC-2 in this regard.

The policy on materiality of RPT’s as approved by the Board, is available on the Company’s website at the following link:

https://www.splindia.co.in/corporate governance.htm.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF) AND DEMAT SUSPENSE ACCOUNT:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and IEPF Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, all unpaid or unclaimed amount are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years from the date it became due for payment.

In terms of the foregoing provisions of the Act, there was no amount or shares required to be transferred to IEPF authority by the Company for the year ended 31^st March, 2025.

Further status of Demat suspense account is as follows:

a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year- 1 Shareholders & 1000 shares

b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year- 1 Shareholders & 1000 shares

c) number of shareholders to whom shares were transferred from suspense account during the year-1 Shareholders & 1000 shares

d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year; 4 Shareholders & 2000 Shares

e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares- 4 Shareholders & 2000 Shares

CORPORATE SOCIAL RESPONSIBILITY POLICY

In accordance with the provisions of Section 135 of Companies Act, 2013 and rules made thereunder, the Company has constituted a CSR Committee and formulated a CSR policy which is available on the Company’s website at the following link:

https://www.splindia.co.in/corporate governance.html.

An annual report detailing the CSR initiatives and activities undertaken by the Company during the financial year, along with information on the composition of the CSR Committee, is provided as “Annexure-D” and forms an integral part of this Report. The report is presented in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

AUDITORS:a. STATUTORY AUDITORS & STATUTORY AUDITORS REPORT:

In accordance with the provisions of the Companies Act, 2013 and Rules framed thereunder M/s. SANMARK & Associates, Chartered Accountants (ICAI Firm Registration No. 003343N) were appointed as Statutory Auditors of the Company for a term of five years, commencing from the conclusion of 52^nd Annual General Meeting held on 21^st September, 2022 until the conclusion of 57^th Annual General Meeting, which will be held in the year 2027.

The Auditors’ Report on the Financial Statements of the Company for the Financial Year 2024-25 is included as part of this Annual report. The Auditors’ Report, on financial statements along with the relevant notes thereon, is self-explanatory and does not require any further comments under Section 134 of the Companies Act, 2013.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors reported any instances of fraud committed against the Company by its officers or employees, as specified under Section 143(12) of the Companies Act, 2013. Therefore, no further disclosure is required under Section 134(3)(ca) of the Act.

b. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. Baldev Singh Kashtwal, Practicing Company Secretary as the Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year ended March 31,2025.

Further Mr. Baldev Singh Kashtwal, Practicing Company Secretary is proposed to be appointed as the Secretarial Auditor for a term of 5 years at the forthecoming Annual General Meeting.

The Secretarial Audit Report in form MR-3, received from Secretarial Auditor is annexed herewith as “Annexure- E” forms an integral part of this report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks except non filing of Related Party Disclosure with BSE for the Half year ended 31^st March, 2024.

He informed that BSE Limited (BSE) had sent an e-mail dated July 15, 2024 to the Company, levying a fine of Rs. 3,54,000/- for violation of Regulation 23(9) of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 regarding non- compliance of disclosure of related party transactions on consolidated basis for the half year ended on 31^st March, 2024.

The Board of Directors would like to inform that the Company did not have any related party transactions requiring disclosure under Regulation 23 of the Listing Obligation and Disclosure Requirements. However, due to a difference in interpretation, the Management has submitted a waiver application to BSE for clarification and resolution.

The Company vide its mail dated July 29, 2024 has suitably replied to BSE Ltd. and requested to waive the penalty after depositing the Waiver Request Fee of Rs.11,800/- on 29.07.2024. The same is pending with Listing Operation Team.

c. INTERNAL AUDITORS

M/s. Intrico and Advisors Private Limited, Internal Auditors of the Company, conducted the Internal Audit for the financial year 2024-25 in accordance with the provisions of the Companies Act, 2013 and applicable standards. The Internal Audit Reports submitted by them were reviewed and considered by the Audit Committee and the Board of Directors. The findings and recommendations were duly noted and necessary actions were taken, wherever required, to further strengthen the internal control systems and processes of the Company.

d. COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost records is not applicable to the Company. Accordingly, the Company is not required to maintain cost records as prescribed under the said Rules.

Further, as per the provisions of Section 148 of the Companies Act, 2013, and the Companies (Cost Records and Audit) Amendment Rules, 2014, the requirement for conducting a cost audit is also not applicable to the Company. Hence, the Company was not required to appoint a Cost Auditor for the financial year under review.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

S. No.	AUDITORS QUALIFICATION	MANAGEMENT VIEW
1.	Based on our examination which included test checks, the Company has used Tally Prime EL accounting software for maintaining its books of accounts which has a feature of recording audit trail (edit log) facility at transaction level and same has operated throughout the year for all relevant transactions recorded in the said software. We are informed that audit trail functionality has not been established at database level by the tally software providers. Further, during the course of our audit we did not come across any instance of the audit trail feature being tempered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.	The Company has never made any changes at the data base level. However, the software ensures, edit log for all changes made in the masters of data base.

In accordance with Regulation 24(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 8^th February, 2019, all listed entities are required to conduct an Annual Secretarial Compliance Audit by the Secretarial Auditor, covering compliance with all applicable SEBI Regulations, circulars, and guidelines issued thereunder.

The Secretarial Compliance report is in addition to the Secretarial Audit Report conducted under the provisions of the Companies Act, 2013, and is required to be submitted to Stock Exchanges within 60 days from the end of the financial year.

For the financial year ended March 31,2025, the Company has engaged the services of CS Baldev Singh Kashtwal, Secretarial Auditors of the Company (CP No. 3169), for conducting the Annual Secretarial Compliance Audit and providing the requisite certification.

The Annual Secretarial Compliance report shall be submitted to the stock exchange, within the prescribed timeline, in accordance with the Listing regulations.

POLICIES:

The Company is committed to upholding the highest standards of ethics and integrity in all its business transactions, guided by a strong value system. In compliance with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company has formulated and periodically reviews several key policies as mandated for all listed entities.

These policies are reviewed and approved by the Board of Directors from time to time to ensure continued relevance and effectiveness in line with regulatory requirements and corporate governance best practices. The following policies have been adopted by the Company and are available on the Company’s website:

- Vigil Mechanism / Whistle Blower Policy

- Related Party Transaction’s Policy

- Orderly Succession Policy

- CSR Policy

- Nomination & Remuneration Policy PUBLIC DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. Further there are no outstanding deposits as on March 31,2025.

LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company continues to be listed on the BSE Limited. The Annual Listing Fee for the current year has been paid to the BSE Limited, in compliance with the applicable regulatory requirements.

SIGNING OF THE FINANCIAL STATEMENTS:

In accordance with the provisions of Section 134 of the Companies Act, 2013, the financial statements of the Company for the financial year ended March 31,2025, including the Balance Sheet, Statement of Profit and Loss, Cash Flow Statement, and other relevant documents, have been approved by the Board of Directors in its meeting held on 23^rd May, 2025.

The financial statements have been signed on behalf of the Board by the two Directors, as well as by the, Chief Executive Officer, Chief Financial Officer and the Company Secretary, in compliance with the applicable provisions of the Companies Act, 2013 and rules made thereunder.

DIRECTOR’S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility that to the best of their knowledge and belief, for ensuring compliance with the provisions of section 134 (3) (c) and Section 134 (5) of the Act, in the preparation of the annual accounts for the financial year ended 31^st March, 2025 and state that:

(a) In the preparation of the financial statements, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the financial statements on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

OTHER DISCLOSURES:NUMBER OF MEETINGS OF THE BOARD

During the financial year under review, four (04) meetings of the Board of Directors were convened and held. The intervening gap between any two consecutive meetings was within the time limit prescribed under the Companies Act, 2013 and the Secretarial Standard on Board Meetings (SS-1) issued by the Institute of Company Secretaries of India (ICSI).

COMPOSITION OF AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules made thereunder, the Company has duly constituted an Audit Committee. The Committee plays a pivotal role in ensuring transparency, integrity, and accountability in the Company’s financial reporting and internal control processes.

As on date of this report, the Audit Committee comprises the following members:

1. Mr. Atul Seksaria : Chairman

2. Mr. Gaurav Lodha : Committee Member

3. Mr. Hartaj Sewa Singh : Committee Member

During the year Five (05) meetings of the Audit Committee were convened and held on:

• 16^th May, 2024

• 13^th August, 2024

• 12^th November, 2024

• 11^th February, 2025

• 13^th March, 2025

Majority of the members of the Audit Committee are financially literate and possess requisite expertise in accounting and financial management. The Committee met at regular intervals during the financial year to review and recommend financial results, audit observations, internal control systems, and other related matters.

The attendance of the Audit Committee members at the meetings held during the financial year is as under:

Name	Designation/ Status	No. of Meetings entitled to attend	No. of Meetings attended
Mr. Atul Seksaria	Chairman	5	5
Mr. Gaurav Lodha	Member	5	4
Mr. Hartaj Sewa Singh	Member	5	5

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

In accordance with the provisions of Section 178 of the Companies Act, 2013, the Company has duly constituted a Nomination & Remuneration Committee. The Committee is responsible for formulating policies relating to the appointment, remuneration, and evaluation of the performance of Directors, Key Managerial Personnel (KMP), and Senior Management.

As of the date of this report, the Nomination & Remuneration Committee comprises the following members:

1. Dr. Rishabh Chand Lodha : Chairman

2. Mr. Atul Seksaria : Committee Member

3. Mr. Hartaj Sewa Singh : Committee Member

During the year Two (02) meetings of the Nomination & Remuneration Committee were convened and held on:

• 16^th May 2024

• 13^th August, 2024

The attendance of the Nomination & Remuneration Committee members at the meetings held during the financial year is as under:

Name	Designation/Status	No. of Meetings entitled to attend	No. of Meetings attended
Dr. Rishabh Chand Lodha	Chairman	2	2
Mr. Hartaj Sewa Singh	Member	2	2
Mr. Atul Seksaria	Member	2	2

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Stakeholders Relationship Committee. The primary function of the Committee is to address and resolve complaints and grievances of shareholders, investors, and other stakeholders of the Company. As on the date of this report, the Stakeholders Relationship Committee comprises the following members: Mr. Hartaj Sewa Singh : Chairman

Dr. Rishabh Chand Lodha : Member

Ms. Shukla Bansal : Member

The Committee ensures that the interests of the stakeholders are safeguarded, and their grievances are resolved promptly and efficiently.

During the year only one meeting of the Stakeholders Relationship Committee was convened and held on 10^th February, 2025.

The attendance of the members of the Stakeholders Relationship Committee at the meeting held during the financial year is as follows:

Name	Designation/ Status	No. of Meetings entitled to attend	No. of Meetings attended
Mr. Hartaj Sewa Singh	Chairman	1	1
Dr. Rishabh Chand Lodha	Member	1	1
Ms. Shukla Bansal	Member	1	1

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors (“Board”) of the Company is in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board consists of a balanced mix of Directors, including Independent Directors, ensuring that the Board functions in a manner that is in the best interests of the Company and its stakeholders.

The Board periodically reviews its composition to ensure compliance with applicable laws and to bring diverse perspectives to its decision-making process.

During the Financial Year 2024-25, the following changes occured in the Board of Directors of the company:

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board of Directors of the Company, after due consideration, is of the opinion that the Independent Directors appointed during the Financial Year 2024-25 possess the necessary integrity, expertise, and experience to effectively contribute to the Company’s affairs.

The Board has thoroughly evaluated their proficiency in terms of their professional background, leadership qualities, and relevant experience in diverse fields. Furthermore, the Independent Directors demonstrate a strong commitment to upholding the highest standards of corporate governance and have proven to be invaluable in bringing an independent and objective perspective to the decision-making process.

The Board believes that the integrity, expertise, and proficiency of the Independent Directors are aligned with the Company’s objectives and are vital for fostering long-term growth and sustainability.

DETAILS OF LOAN/ GUARANTEES / INVESTMENTS MADE

During the year under review, the Company has not given any loans or provided any guarantees falling under the provisions of Section 186 of the Companies Act, 2013. However, the Company has made investments in mutual funds in accordance with the provisions of Section 186 and the Companies (Meetings of Board and its Powers) Rules, 2014. All such investments were within the limits approved by the Board and were made in line with the Company’s investment policy.

Details of the investments made is as follows:

• Kotak Equity Arbitrage Fund - Growth - Rs. 10 Crore

• SBI Arbitrage Opportunities Fund - Growth- Rs. 10 Crore

• ICICI Prudential Equity - Arbitrage Fund - Reg - Growth - Rs. 10 Crore

• HDFC Arbitrage Fund - WP - Growth- Rs. 10 Crore BUSINESS RISK MANAGEMENT:

A robust and well-defined risk management framework is in place, encompassing risk mapping, trend analysis, risk exposure assessment, potential impact evaluation, and risk mitigation strategies, addressing both internal and external risks. The primary objective is to minimize the impact of identified risks through proactive actions aimed at their mitigation. Risk management is an integral component of the company’s management policy and is continuously embedded within its operations, as mandated under Section 134(3)(n) of the Companies Act, 2013. At present, the company has not identified any risk factors that could threaten its continued existence.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In compliance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, and the rules framed thereunder, the Company has established an internal policy on the Prevention, Prohibition, and Redressal of Sexual Harassment at the Workplace.

The policy aims to educate employees about behaviors that constitute sexual harassment, outlines preventive measures, and provides a clear mechanism for addressing any such incidents, should they occur.

As on the date of this Report, the Company has less than ten employees and, therefore, is not mandatorily required to constitute an Internal Complaints Committee (ICC) under Section 4 of the POSH Act.

However, the Board notes the following:

• The obligation to constitute an ICC arises immediately upon the Company reaching the threshold of ten employees, irrespective of the gender composition of the workforce.

• As a matter of good governance and proactive compliance, the Company acknowledges the importance of adopting a policy on the prevention of sexual harassment and, where appropriate, designating a contact person or external complaints mechanism until an ICC is formally constituted.

• In the absence of an ICC, any complaint of sexual harassment shall be referred to the Local Complaints Committee (LCC) constituted by the District Officer under the POSH Act.

No complaints of sexual harassment were reported during the financial year under review.

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is dedicated to fostering and maintaining a safe and healthy work environment for all its employees. A comprehensive policy, fully aligned with statutory requirements, is in place to support this commitment.

Furthermore, status of the compliance outlined is as follows:

a. number of complaints filed during the financial year - Nil

b. number of complaints disposed of during the financial year - Nil

c. number of complaints pending as on end of the financial year - Nil INSIDER TRADING REGULATION

The Company has implemented a Code of Conduct for the Prevention of Insider Trading, in the form of a Structured Digital Database (SDD), to regulate the trading of securities by the Directors and designated employees. The Code mandates pre-clearance for transactions involving the Company’s shares and prohibits the purchase or sale of shares by Directors and designated employees when in possession of unpublished price-sensitive information or during the closure of the Trading Window. The Board is responsible for ensuring the effective implementation of this Code.

All the Board of Directors and Key Managerial Personnels (KMP’s) have confirmed their compliance with the Code.

BUSINESS RESPONSIBILITY REPORT

Report on Business Responsibility report is not applicable to the Company as per Regulation 34(2) (f) (Listing Obligations and Disclosure Requirements) Regulations, 2015 since the Company does not fall within top 1000 listed entities.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has designed and implemented a process-driven framework for internal financial controls within the meaning of explanation to section 134(5)(e) of the Act. For FY 2024-25, the Board is of the opinion that the Company has sound Internal Financial controls commensurate with the nature and size of its business operations, wherein controls are in place and operating effectively.

The Directors have laid down internal financial controls to be followed by the Company and such policies and procedures have been adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Assurance on the effectiveness of internal financial controls is obtained through management reviews, self-assessment, continuous monitoring by functional experts as well as testing by the Statutory/Internal Auditors during the course of their audits. Significant audit observations and follow-up actions thereon are reported to the Audit Committee. The observations and comments of the Audit Committee are placed before the Board, time to time.

CODE OF CONDUCT

The Board of Directors have approved 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 Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings/ behaviors of any form and the Board has laid down the directives to counter such acts. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

Management discussion and analysis report highlighting the performance and prospects of the Company’s business for the year, as stipulated under Regulation 34 (2) (e) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”) is presented in “Annexure-F”.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant or material orders were passed by any Regulator, Court or Tribunal that could impact the going concern status of the Company or its future operations.

DETAILS OF APPLICATION MADE BY THE COMPANY OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year the Company has not made any application under the Insolvency and Bankruptcy Code, 2016 (31 OF 2016), nor are there any proceedings pending under the said Code.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

This clause is not applicable on the Company, as the Company has not taken any loan from Banks or Financial Institutions.

ACKNOWLEDGEMENTS

The Directors wish to express their sincere gratitude to the Company’s customers, business partners, vendors, bankers, government and non-governmental agencies, and other business associates for their continued support. The Directors also acknowledge and appreciate the trust and confidence placed in the Company by its shareholders. They remain committed to driving the Company’s long-term growth objectives in the years ahead.

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Mar 31, 2024

Your Directors’ have pleasure in presenting their 54^th Annual Report along with the Audited Financial Statements on the Business and operations of the Company for the financial year ended March 31,2024.

FINANCIAL HIGHLIGHTS

The highlights of your Company’s financial results for the financial year ended March 31,2024 and for the previous year are summarized below:

(Rs. in Lakhs)

Particulars	Year Ended on 31.03.2024	Year Ended on 31.03.2023
Revenue from Operations	9,925.66	4,433.56
Other Income	667.06	246.66
Total Income	10,592.72	4680.22
Total Expenditure	687.12	356.43
Profit /(Loss) before tax from Continuing operations	9,905.60	4323.79
Tax Expenses from Continued operations	1690.35	836.61
Profit (Loss) from continuing operations	8215.25	3487.18
Profit /(Loss) before tax from discontinued operations	(18.55)	(3.32)
Tax Expenses from discontinued operations	(4.67)	(0.84)
Profit/(Loss) from discontinuing operations	(13.88)	(2.48)
Profit (Loss) after tax	8,201.37	3,484.70

CHANGE IN THE NATURE OF BUSINESS

The Company is engaged in the activities of Real Estate Development. On the real estate development front, the Company subdivided the plot after taking approval of UPSIDA and sold the same. There was no change in nature of the business of the Company, during the year under review.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the company to which the financial statements relate and the date of this report other than those explained herein.

CHANGE IN REGISTERED OFFICE

Registered office of the Company has been shifted within the local area from New Kavi Nagar, Industrial Area, Ghaziabad-201002 to KJ-77, J- Block, Kavi Nagar, Ghaziabad- 201002 w.e.f. 10^th November, 2023.

DIVIDEND

In order to conserve the resources of the Company and to build the wealth for the stakeholders, the Board of Directors have decided not to recommend any dividend for the year ended 31^st March, 2024.

TRANSFER TO GENERAL RESERVE

The Company has not transferred any amount to general reserve during the current financial year. Company earned profit of Rs. 8201.37 lakhs during the Financial Year 2023-24.

SHARE CAPITAL

a) The Company has not made any allotments during the year under review.

b) The Company has not bought back any of its securities during the year under review.

c) The Company has not issued any sweat equity shares during the year under review.

d) No Bonus shares were issued during the year under review.

e) The Company has not provided any Stock Option Scheme to the employees.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

The Company does not have any subsidiary, Joint venture or Associate Company as on 31^st March, 2024.

ALTERATION IN THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

During the year under review there was no alteration in Memorandum of Association and Articles of Association.

BOARD OF DIRECTORS AND KEY MANAGERIALPERSONNEL:

A. RETIREMENT BY ROTATION

In terms of section 152 of Companies Act, 2013, the following Directors of the Company are liable to retire by rotation and, being eligible, offer themselves for re-appointment.

1. Mr. Gaurav Swarup having Director’s Identification Number 00374298;

2. Mr. Ashutosh Gupta having Director’s Identification Number 09043439;

Further, as required under the Listing Regulations and Secretarial Standard on General Meetings, the brief resume of the above-mentioned directors is furnished in the explanatory statement to the Notice convening the ensuing Annual General Meeting of the Company.

B. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Companies Act, 2013, read with the Rules framed thereunder.

- Mr. Bhuwan Chaturvedi: Chief Executive Officer

- Mr. Ankit Garg: Chief Financial Officer

- Ms. Anuradha Sharma: Company Secretary

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 (7) OF THE COMPANIES ACT, 2013

The Company has received declarations from all the independent directors of the Company, that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company. All independent directors of the company have also confirmed compliance with the provisions of Schedule IV of the companies Act, 2013 and rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, regarding registering themselves with the Indian Institute of Corporate Affairs and meeting the requirement of the self-proficiency test.

Statement on Compliance of Code of Conduct for Independent Directors, Directors and Senior Management Personnel, as per Regulation 17(5) of the SEBI Listing Regulations, requires listed companies to lay down a code of conduct for its directors and senior management, incorporating duties of directors as laid down in the Act.

All directors and senior management personnel have affirmed compliance with the code for the financial year 2024. A declaration to this effect signed by the CEO is given herein below:

Declaration by Chief Executive Officer

[Regulation 34(3) read with Schedule V (Part D) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

I, Bhuwan Chaturvedi, CEO of Swadeshi Polytex Limited hereby declare that all the members of Board of Directors and Senior Management have affirmed compliance with the Code of Conduct of Board of Directors and Senior Management of the Company for the year ended 31^st March, 2024.

Bhuwan Chaturvedi

CEO

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Policy of the Company on Director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under subsection (3) of section 178, is available on the website of the Company at https://www.splindia.co.in/ corporate governance.htm

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Rules made there under listing requirement, The Nomination and Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performances of the Board, and that of its committees and individual Directors, CEO and Chairman has to be made. Theevaluation process focused on various aspects of the Board and committees functioning such as their composition, experience and competencies, performance of specific duties and obligations, corporate governance and compliance management. A separate meeting of the Independent Directors was held, inter-alia, to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and to assess the quality, quantity and timeliness of flow of information between the Company’s management and the Board, that is necessary for the Board to effectively and reasonably perform its duties.

The performance evaluation of the Non-Independent Directors including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors held on May 19, 2023.

SECRETARIAL STANDARDS

The Directors state that the applicable mandatory Secretarial Standards i.e., SS-1: Secretarial Standard on Meetings of the Board of Directors and SS-2: Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India have been duly followed by the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO:

In pursuance to section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014, Company has taken all steps for conservation of energy. However, Technology Absorption is not applicable to the Company as the Company is not using any technology as per the business of the Company. The Company has not incurred any expenditure on Research and Development. Further, there were no foreign exchange earnings and out go during they are under review.

STATE OF COMPANY’S AFFAIRS

The Company has earned profit of Rs. 8,201.37 lakhs during the Financial Year 2023-24.

The total income for the financial year under review increased to Rs. 10,592.72 lakhs as against Rs. 4,680.22 lakhs for the previous financial year. Profit from continuing operations was Rs. 8,215.25 lakhs for the financial year under review as against the profit of Rs. 3,487.18 lakhs for the previous financial year. Loss from discontinued operations was Rs. 13.87 lakhs for the financial year under review as against the profit of Rs. 2.48 lakhs in the previous financial year. The profit of the Company for the financial year under review after tax was Rs. 8,201.38 lakhs as against profit of Rs. 3,484.70 lakhs in the previous financial year.

ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 134 (3) and 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 31^st March, 2024 is available on the website of the Company at https://www.splindia.co.in

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI).

The Company has also implemented several best governance practices. Our Corporate Governance Report for financial year 2023-24 forms an integral part to this Annual Report attached as Annexure- A, together with the Certificate from the Practicing Company Secretary of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The statement containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is given in “Annexure B” forming part of this Report.

DETAILS OF RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF THE COMPANIES ACT, 2013

The Company has not entered into any related party transactions (RPT’s) during the financial year, which could have attracted the provisions of section 188 of the Act. There are no details to be disclosed in Form AOC-2 in that regard.

The policy on materiality of RPT’s as approved by the Board is on the Company’s website https://www. splindia.co.in/corporate governance.htm.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF) AND DEMAT SUSPENSE ACCOUNT:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and IEPF Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, all unpaid or unclaimed amount are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years from the date it became due for payment. There was no amount or shares required to be transferred to IEPF authority.

In terms of the foregoing provisions of the Act, there was no amount or shares required to be transferred to IEPF authority by the Company for the year ended 31^st March, 2024.

Further status of Demat suspense account is as follows:

a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year- 2 Shareholders & 750 shares

b) number of shareholders who approached listed entity for transfer of shares from suspense account during the year- NA

c) number of shareholders to whom shares were transferred from suspense account during the year-NA

d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year; 3 Shareholders & 1000 shares

e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares- 1000 Shares

CORPORATE SOCIAL RESPONSIBILITY POLICY

In accordance with the provisions of Section 135 of Companies Act, 2013 and rules made thereunder, the Company has constituted a CSR Committee and formulated a CSR policy which is available on the Company’s website https://www.splindia.co.in/corporate governance.html.

An annual report on CSR initiative/activities undertaken by the company during the Financial year along with the details of the Composition of CSR Committee are given as “Annexure-C” forming part of this Report in the format prescribed in Companies (Corporate Social Responsibility Rules) 2014.

AUDITORS:

a. STATUTORY AUDITORS & STATUTORY AUDITORS REPORT:

In accordance with the provisions of the Companies Act, 2013 and Rules made thereunder M/s. SANMARK & Associates, Chartered Accountants (ICAI Firm Registration No. 003343N) were appointed as Statutory Auditors’ of the Company for a term of five years from the conclusion of 52^nd Annual General Meeting held on 21^st September, 2022 until the conclusion of 57^th Annual General Meeting to be held in the year 2027.

The Auditors’ Report on the Financial Statements of the Company for the Financial Year 2023-24 to the Members is part of this Annual report. The Auditors’ Report on financial statements issued by the Statutory Auditors read together with relevant notes thereon are self-explanatory and hence, do not required for any further comments under Section 134 of the Companies Act, 2013.

There have been no instances of frauds reported by the Auditors under Section 143 (12) of the Act and the Rules framed thereunder, either to the Company or to the Central Government.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, Statutory Auditors, Secretarial Auditors did not report any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Companies Act, 2013. Hence, no detail is required to be disclosed under Section134 (3) (ca) of the Act.

b. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Baldev Singh Kashtwal, (Practicing Company Secretary) as Secretarial Auditor to undertake the Secretarial Audit of the Company for the financial year ended March 31,2024. The Secretarial Audit Report in form MR-3 received from Secretarial Auditor is annexed herewith as “Annexure D” forming part of this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

c. INTERNAL AUDITORS

M/s. NSBP & Co., Internal Auditor have carried out an Internal Audit for the Financial Year 2023-24. Their reports were reviewed by the Audit Committee and the Board of Directors.

d. COST AUDITORS

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 the Company is not required to maintain cost records.

The Company was not required to appoint the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

S. NO.	AUDITORS QUALIFICATION	MANAGEMENT VIEW
1.	The back-up of the books of accounts and other papers maintained in electronic mode has been maintained on the server physically located in India on periodical basis instead of daily basis.	The Company has started taken back up of books of accounts on daily basis from the FY 2024-25.
2.	The feature of recording audit trail (edit log) facility was not enabled for maintenance of inventory and property, plant & equipment records throughout the year.	Audit Trail Software is already with the company. Necessary updation will be done at the earliest.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated 8^th February, 2019 read with Regulation 24(A) of the Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder.

The said Secretarial Compliance report is in addition to the Secretarial Audit Report by Practicing Company Secretaries is required to be submitted to Stock Exchanges within 60 days of the end of the financial year.

The Company has engaged the services of M/s. Shruti Singhal & Associates (CP No. 22138), Practicing Company Secretary of the Company for providing this certification.

The copy of the Annual Secretarial Compliance report will be submitted to stock exchange as per Listing regulations.

POLICIES:

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 mandate the formulation and revision of Certain Policies for all Listed Companies. The Policies are reviewed periodically by the Board of Directors and adopted following policies, which are also uploaded on the website of the company:

- Vigil Mechanism / Whistle Blower Policy

- Related Party Transaction’s Policy

- Orderly Succession Policy

- CSR Policy

- Nomination & Remuneration Policy PUBLIC DEPOSITS

Your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year. There are no outstanding deposits as on March 31,2024.

LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company continues to be listed on the BSE Limited. The Annual Listing Fee for the current year has been paid to the BSE Limited.

SIGNING OF THE FINANCIAL STATEMENTS:

This is to inform you that the Company will be approved and authenticated its Audited Financial Results for the year ended March 31, 2024 at the forthcoming Board meeting to be held on May 16^th, 2024, which is well within the statutory time limits as prescribed in the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTOR’S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility that to the best of their knowledge and belief, for ensuring compliance with the provisions of section 134 (3) (c) and Section 134 (5) of the Act, in the preparation of the annual accounts for the financial year ended 31^st March, 2024 and state that:

(a) In the preparation of the financial statements, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the financial statements on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

OTHER DISCLOSURES:

NUMBER OF MEETINGS OF THE BOARD

During the financial year Five (05) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (“the Act”).

S. No.	Type of Meeting	No. of meetings	Date of Meeting	Directors attended the meeting
1.	Board Meeting	2/2023	22.05.2023	1. Mr. Gaurav Swarup 2. Mr. Hartaj Sewa Swarup 3. Mr. Arun Kumar Singhania 4. Mr. Sanjay Garg 5. Mr. Niranjan Kumar Gupta 6. Mr. Naveen Aggarwal 7. Mr. Shyam Sunder Madan 8. Ms. Purti Gupta 9. Mr. Ashutosh Gupta 10. Ms. Deepika Sharma 11. Mr. Pankaj Agarwal
2.	Board Meeting	3/2023	11.08.2023	1. Mr. Gaurav Swarup 2. Mr. Hartaj Sewa Swarup 3. Mr. Arun Kumar Singhania 4. Mr. Sanjay Garg 5. Mr. Niranjan Kumar Gupta 6. Mr. Naveen Aggarwal 7. Mr. Shyam Sunder Madan 8. Ms. Purti Gupta 9. Mr. Ashutosh Gupta 10. Ms. Deepika Sharma 11. Mr. Pankaj Agarwal 12. Mr. Palani Samy Kungumaraju
3.	Board Meeting	4/2023	10.11.2023	1. Mr. Gaurav Swarup 2. Mr. Hartaj Sewa Swarup 3. Mr. Niranjan Kumar Gupta 4. Mr. Naveen Aggarwal 5. Mr. Shyam Sunder Madan 6. Ms. Purti Gupta 7. Mr. Ashutosh Gupta 8. Mr. Palani Samy Kungumaraju

S. No.	Type of Meeting	No. of meetings	Date of Meeting	Directors attended the meeting
4.	Board Meeting	1/2024	12.02.2024	1. Mr. Hartaj Sewa Swarup 2. Mr. Niranjan Kumar Gupta 3. Mr. Naveen Aggarwal 4. Mr. Shyam Sunder Madan 5. Mr. Ashutosh Gupta 6. Mr. Palani Samy Kungumaraju
5.	Board Meeting	2/2024	27.03.2024	1. Mr. Gaurav Swarup 2. Mr. Hartaj Sewa Swarup 3. Mr. Niranjan Kumar Gupta 4. Mr. Naveen Aggarwal 5. Mr. Shyam Sunder Madan 6. Mr. Ashutosh Gupta 7. Mr. Palani Samy Kungumaraju
6.	Annual General Meeting for the FY 2022-23	53rd	21.09.2023	1. Mr. Gaurav Swarup 2. Mr. Hartaj Sewa Swarup 3. Mr. Arun Kumar Singhania 4. Mr. Sanjay Garg 5. Mr. Niranjan Kumar Gupta 6. Mr. Naveen Aggarwal 7. Mr. Shyam Sunder Madan 8. Ms. Purti Gupta 9. Ms. Deepika Sharma 10. Mr. Palani Samy Kungumaraju

COMPOSITION OF AUDIT COMMITTEE

The Company has formed the Audit Committee pursuant to the provisions of Section 177 of the Act consisting of the following members:

1. Mr. Naveen Aggarwal : Chairman

2. Mr. N.K. Gupta : Committee Member

3. ¹Mr. Sanjay Garg : Committee : Member

4. ¹Mr. Arun Kumar Singhania : Committee Member

5. **Mr. Hartaj Sewa Singh : Committee Member

During the year Four (04) meetings of the Audit Committee were convened and held on:

• 22^nd May, 2023

• 11^th August, 2023

• 10^th November, 2023

• 12^th February, 2024

Majority of the members of the Audit Committee are financially literate and have accounting or related financial management expertise.

Attendance of the Members at the Meeting was as follows:

Name	Designation/ Status	No. of Meetings entitled to attend	No. of Meetings attended
Naveen Aggarwal	Chairman	4	4
N.K. Gupta	Member	4	4
Arun Kumar Singhania	Member	3	3
Sanjay Garg	Member	3	3
Hartaj Sewa Singh	Member	1	1

*Mr. Sanjay Garg & Mr. Arun Kumar Singhania resigned from the Board w.e.f. 10^th November, 2023 at the Board Meeting after attending Committee Meeting held on same day.

**Mr. Hartaj Sewa Singh was appointed as committee member in the Board Meeting held on 10^th November, 2023 after the Committee Meeting.

Further, Consequent to the completion of two terms of Independent Directors i.e. Mr. Naveen Aggarwal and Mr. N.K. Gupta on 31^st March, 2024, there appointment ceased w.e.f 31^st March, 2024 and new Independent Directors were appointed on the Board in the Board Meeting held on 27^th March, 2024, w.e.f. 1^st April, 2024.

Accordingly, New committee Structure as on today are as follows:

1. Mr. Atul Seksaria : Chairman

2. Mr. Gaurav Lodha : Committee Member

3. Mr. Hartaj Sewa Singh : Committee Member

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Company has formed the Nomination & Remuneration Committee pursuant to the provisions of Section 178 of the Act consisting of the following members:

1. Mr. Naveen Aggarwal : Chairman

2. Mr. Hartaj Sewa Singh : Committee Member

3. Mr. Shyam Sunder Madan : Committee Member

4. Mr. Arun Kumar Singhania : Committee Member

During the year Two (02) meetings of the Nomination & Remuneration Committee were convened and held on:

• 11^th August, 2023

• 27^th March, 2024

Attendance of the Members at the Meeting was as follows: ¹

Name	Designation/ Status	No. of Meetings entitled to attend	No. of Meetings attended
Naveen Aggarwal	Chairman	2	2
Hartaj Sewa Singh	Member	2	2
Shyam Sunder Madan	Member	2	2
*Arun Kumar Singhania	Member	1	1

Further, Consequent to the completion of two terms of Independent Directors i.e. Mr. Naveen Aggarwal and Mr. Shyam Sunder Madan on 31^st March, 2024, there appointment ceased w.e.f 31^st March, 2024 and new Independent Directors were appointed on the Board in the Board Meeting held on 27^th March, 2024, w.e.f. 1^st April, 2024.

Accordingly, New committee Structure as on today are as follows:

1. Mr. Rishabh Chand Lodha : Chairman

2. Mr. Atul Seksaria : Committee Member

3. Mr. Hartaj Sewa Singh : Committee Member

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has formed the Stakeholders Relationship Committee pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”) consisting of the following members:

Mr. Niranjan Kumar Gupta : Chairman Mr. S. S. Madan : Member *Mr. Hartaj Sewa Singh : Member

During the year only one meeting of the Stakeholders Relationship Committee was convened and held on12^th February, 2024.

Attendance of the Members at the Meeting was as follows:

Name	Designation/ Status	No. of Meetings entitled to attend	No. of Meetings attended
Mr. Niranjan Kumar Gupta	Chairman	1	1
Mr. Shyam Sunder Madan	Member	1	1
Mr. Hartaj Sewa Singh	Member	1	1

*From the Board Meeting dated 10^th November, 2023, Mr. Hartaj Sewa Singh became the member of the Committee.

Further, Consequent to the completion of two terms of Independent Directors i.e. Mr. N K Gupta and Mr. Shyam Sunder Madan on 31^st March, 2024, there appointment ceased w.e.f 31^st March, 2024 and new Independent Directors were appointed on the Board on the Board Meeting held on 27^th March, 2024, w.e.f. 1^st April, 2024.

Accordingly, New committee Structure as on date are as follows:

1. Mr. Hartaj Sewa Singh : Chairman

2. Mr. Rishabh Chand Lodha : Committee Member

3. Ms. Shukla Bansal : Committee Member

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of the Board of Directors (“Board”) is in terms of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the Financial Year 2023-24, following changes took place in the Board of Directors of the company:

S. No.	DIN/PAN	Director’s Name	Date of Re-Appointment/ Regularization/ Resignation	Status
1	00173286	Mr. Hartaj Sewa Singh	21st September, 2023	Re-appointment due to Retire by Rotation
2	08467347	Mr. Pankaj Agarwal	21st September, 2023	Re-appointment due to Retire by Rotation
			10th November, 2023	Resigned
3	09539286	Mr. Sanjay Garg	21st September, 2023	Re-appointment due to Retire by Rotation
			10th November, 2023	Resigned
4	08873691	Ms. Deepika Sharma	21st September, 2023	Regularized
			10th November, 2023	Resigned
5	08497328	Mr. Kanjirakkattu Gopalan Manoj Kumar	18th April, 2023	Resigned
6	10164262	Mr. Palani Samy Kungumaraju	18th April, 2023	Appointment
			21st September, 2023	Regularized
7	00160194	Mr. Arun Kumar Singhania	10th November, 2023	Resigned
8	07090475	Ms. Purti Gupta	10th February, 2024	Resigned
9	00936395	Mr. Naveen Aggarwal	31st March, 2024	Retired due to Completion of Two Tenure
10	00923080	Mr. N. K. Gupta	31st March, 2024	Retired due to Completion of Two Tenure
11	02427885	Mr. Shyam Sunder Madan	31st March, 2024	Retired due to Completion of Two Tenure

Further, there were no changes taken place in KMP.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

No Independent Director was appointed or re-appointed during the Financial Year 2023-24.

Further, All Independent Directors i.e. Mr. Naveen Aggarwal, Mr. N.K. Gupta and Mr. Shyam Sunder Madan were completed their two terms of appointment as Independent Directors on 31^st March, 2024 and Ms. Purti Gupta has resigned on 10^th February, 2024 before her tenure completion due to her personal and professional obligations.

Accordingly, Mr. Gaurav Lodha, Mr. Rishabh Chand Lodha, Mr. Atul Seksaria and Ms. Shukla Bansal were appointed as Independent Directors in the board meeting held on 27^th March, 2024 w.e.f. 1^st April, 2024.

DETAILS OF LOAN/ GUARANTEES / INVESTMENTS MADE

During the year, the Company has not given any loans or guarantees and has not made any investments under section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

BUSINESS RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place, both in respect of internal and external risks. The objective is to minimize the impact of risks identified and taking advance actions to mitigate them. Risk management forms an integral part of the management policy and is an ongoing process integrated with operations as required under section 134(3)(n) of the Companies Act, 2013. At present the Company has not identified any element of risk, which may threaten the existence of the company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules made thereunder, your Company has formulated an internal policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal).

The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident in the unlikely event of occurrence.

The Internal Complaints Committee is responsible for redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing and promoting a safe and healthy work environment for all its employees. A policy which is in line with the statutory requirements is in place.

Furthermore, status of the compliance is as follows:

a. number of complaints filed during the financial year - Nil

b. number of complaints disposed of during the financial year - Nil

c. number of complaints pending as on end of the financial year - Nil

INSIDER TRADING REGULATION

The Company has adopted a Code of Conduct for Prevention of Insider Trading (in form of Structured Digital Database-SDD) with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the 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 Board is responsible for implementation of the Code.

All Board Directors and the KMP have confirmed compliance with the Code.

BUSINESS RESPONSIBILITY REPORT

Report on Business Responsibility report is not applicable to the Company as per Regulation 34(2) (f) (Listing Obligations and Disclosure Requirements) Regulations, 2015.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has designed and implemented a process-driven framework for internal financial controls within the meaning of explanation to section 134(5)(e) of the Act. For FY 2023-24, the Board is of the opinion that the Company has sound Internal Financial controls commensurate with the nature and size of its business operations, wherein controls are in place and operating effectively.

The Directors have laid down internal financial controls to be followed by the Company and such policies and procedures have been adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Assurance on the effectiveness of internal financial controls is obtained through management reviews, self-assessment, continuous monitoring by functional experts as well as testing by the Statutory/Internal Auditors during the course of their audits. Significant audit observations and follow-up actions thereon are reported to the Audit Committee. The observations and comments of the Audit Committee are placed before the Board time to time.

CODE OF CONDUCT

The Board of Directors has approved 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 Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings/ behaviors of any form and the Board has laid down the directives to counter such acts. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

Management discussion and analysis report highlighting the performance and prospects of the Company’s business for the year, as stipulated under Regulation 34 (2) (e) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”) is presented in “Annexure-E”.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant or material orders were passed by any Regulator or Court or Tribunal which can have impact on the going concern status of the Company and its operations in future.

DETAILS OF APPLICATION MADE BY THE COMPANY OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year the Company has not made any application under the Insolvency and Bankruptcy Code, 2016 (31 OF 2016) neither any proceeding under the said Code is pending.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

This particular clause is not applicable on the Company as the Company has not taken any loan from Banks or Financial Institutions.

ACKNOWLEDGEMENTS

The Directors wish to thank the Company’s customers, business partners, vendors, bankers & financial institutions, all government & non-governmental agencies, and other business associates for their continued support. The Directors also acknowledge and appreciate the support and confidence reposed by the Company’s shareholders. The Directors remain committed to enable the Company to achieve its long-term growth objectives in the coming years.

By order of the Board For Swadeshi Polytex Limited

Sd/- Sd/-

(Hartaj Sewa Singh) (Gaurav Lodha)

Place: Ghaziabad Director Director

Date : 16^th May, 2024 (DIN: 00173286) (DIN: 03414211)

1

Mr. Arun Kumar Singhania resigned from the Board w.e.f. 10^th November, 2023 at the Board Meeting after attending Committee Meeting held on same day.

---

Mar 31, 2023

Your Directors have pleasure in presenting their 53^rd Annual Report along with the Audited Financial Statements on the Business and operations of the Company for the financial year ended March 31,2023.

FINANCIAL HIGHLIGHTS

The highlights of your Company’s financial results for the financial year ended March 31,2023 and for the previous year are summarized below:

(Rs. in Lakhs)
Particulars	Year Ended on 31.03.2023	Year Ended on 31.03.2022
Revenue from Operations	4433.56	3622.80
Other Income	246.66	47.10
Total Income	4680.22	3669.90
Total Expenditure	356.43	289.26
Profit /(Loss) before tax from Continued operations	4323.79	3380.64
Tax Expenses from Continued operations	836.61	835.44
Profit (Loss) from continuing operations	3487.18	2545.20
Profit /(Loss) before tax from discontinued operations	(3.32)	9.80
Tax Expenses from discontinued operations	(0.84)	2.47
Profit/(Loss) from discontinuing operations	(2.48)	7.33
Profit (Loss) after tax	3484.70	2552.53

APPROPRIATIONS:

a. DIVIDEND

Your Directors have not recommended any dividend for the financial year ended 31^st March, 2023. UNPAID / UNCLAIMED DIVIDEND

No amount of unpaid / unclaimed dividends and unclaimed equity shares to IEPF account was transferred during the year as the same was not required.

b. TRANSFER TO GENERAL RESERVE

The Company has not transferred any amount to general reserve during the current financial year. Company earned profit of Rs. 3484.70 lakhs during the Financial Year 2022-23.

SHARE CAPITAL

a) The Company has not made any allotments during the year under review.

b) The Company has not bought back any of its securities during the year under review.

c) The Company has not issued any sweat equity shares during the year under review.

d) No Bonus shares were issued during the year under review.

e) The Company has not provided any Stock Option Scheme to the employees.

CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, no changes have occurred in the nature of the Company’s business.

ALTERATION IN THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

During the year under review there was no alteration in Memorandum of Association and Articles of Association.

STATE OF COMPANY’S AFFAIRS

The Company has earned profit of Rs. 3484.70 lakhs during the Financial Year 2022-23.

The total income for the financial year under review increased to Rs. 4680.22 lakhs as against Rs. 3669.90 lakhs for the previous financial year. Profit from continuing operations was Rs. 3487.18 lakhs for the financial year under review as against the profit of Rs. 2545.20 lakhs for the previous financial year. Loss from discontinued operations was Rs. 2.48 lakhs for the financial year under review as against the profit of Rs. 7.33 lakhs in the previous financial year. The profit of the Company for the financial year under review after tax was Rs. 3484.70 lakhs as against profit of Rs. 2552.53 lakhs in the previous financial year.

ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 134 (3) and 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the financial year 31^st March, 2023 is available on the website of the Company at https://www.splindia.co.in

NUMBER OF MEETINGS OF THE BOARD

During the financial year Four (04) Board Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (“the Act”).

Sl. No.	Type of Meeting	No. of meetings	Date of Meeting	Directors attended the meeting
1.	Board Meeting	2/2022	19.05.2022	1. Mr. Gaurav Swarup 2. Mr. Hartaj Sewa Singh 3. Mr. Manoj Kumar K. G 4. Mr. Arun Kumar Singhania 5. Mr. Niranjan Kumar Gupta 6. Mr. Naveen Aggarwal 7. Mr. Shyam Sunder Madan 8. Ms. Purti Gupta
2.	Board Meeting	3/2022	09.08.2022	1. Mr. Gaurav Swarup 2. Mr. Hartaj Sewa Singh 3. Mr. Arun Kumar Singhania 4. Mr. Naveen Aggarwal 5. Mr. Niranjan Kumar Gupta 6. Mr. Shyam Sunder Madan 7. Ms. Purti Gupta 8. Mr. Ashutosh Gupta 9. Mr. Sanjay Garg

Sl. No.	Type of Meeting	No. of meetings	Date of Meeting	Directors attended the meeting
3.	Board Meeting	4/2022	10.11.2022	1. Mr. Gaurav Swarup 2. Mr. Hartaj Sewa Singh 3. Mr. Arun Kumar Singhania 4. Mr. Manoj Kumar K. G 5. Mr. Naveen Aggarwal 6. Mr. Niranjan Kumar Gupta 7. Ms. Purti Gupta 8. Mr. Shyam Sunder Madan
4.	Board Meeting	1/2023	13.02.2023	1. Mr. Gaurav Swarup 2. Mr. Hartaj Sewa Singh 3. Mr. Arun Kumar Singhania 4. Mr. Niranjan Kumar Gupta 5. Mr. Shyam Sunder Madan 6. Ms. Purti Gupta 7. Mr. Manoj Kumar K. G 8. Mr. Pankaj Agarwal 9. Mr. Ashutosh Gupta 10. Mr. Sanjay Garg 11. Ms. Deepika Sharma
5.	Annual General Meeting for the FY 2021-22	52nd	21.09.2022	1. Mr. Naveen Aggarwal 2. Mr. Manoj Kumar K.G. 3. Mr. Ashutosh Gupta 4. Mr. S. S. Madan 5. Ms. Purti Gupta 6. Mr. Pankaj Agarwal 7. Mr. Sanjay Garg

COMPOSITION OF AUDIT COMMITTEE

The Company has formed the Audit Committee pursuant to the provisions of Section 177 of the Act consisting of the following members:

1. Mr. Naveen Aggarwal : Chairman

2. Mr. N.K. Gupta : Committee Member

3. Mr. Sanjay Garg : Committee Member

4. Mr. Arun Kumar Singhania : Committee Member

During the year Four (04) meetings of the Audit Committee were convened and held on:

• 19^th May, 2022

• 9^th August, 2022

• 10^th November, 2022

• 13^th February, 2023

Majority of the members of the Audit Committee are financially literate and have accounting or related financial management expertise.

Attendance of the Members at the Meeting was as follows:

Name	Designation/Status	No. of Meetings entitled to attend	No. of Meetings attended
Naveen Aggarwal	Chairman	4	3
N.K. Gupta	Member	4	4
Arun Kumar Singhania	Member	4	4
Sanjay Garg	Member	3	3

COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE

The Company has formed the Nomination & Remuneration Committee pursuant to the provisions of Section 178 of the Act consisting of the following members:

1. Mr. Hartaj Sewa Singh : Chairman

2. Mr. Naveen Aggarwal : Committee Member

3. Mr. Shyam Sunder Madan : Committee Member

4. Mr. Arun Kumar Singhania : Committee Member

During the year Two (02) meetings of the Nomination & Remuneration Committee were convened and held on:

• 19^th May, 2022

• 9^th August, 2022

Attendance of the Members at the Meeting was as follows:

Name	Designation/Status	No. of Meetings entitled to attend	No. of Meetings attended
Hartaj Sewa Singh	Chairman	2	1
Naveen Aggarwal	Member	2	2
Shyam Sunder Madan	Member	2	2
Arun Kumar Singhania	Member	2	1

COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has formed the Stakeholders Relationship Committee pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”) consisting of the following members:

Mr. Niranjan Kumar Gupta : Chairman

Mr. S. S. Madan : Member

Mr. Bhuwan Chaturvedi : Member

Mr. D.K. Agarwal : Member

During the year only one meeting of the Stakeholders Relationship Committee was convened and held on13^th February, 2023.

Attendance of the Members at the Meeting was as follows:

Name	Designation/Status	No. of Meetings entitled to attend	No. of Meetings attended
Mr. Niranjan Kumar Gupta	Chairman	1	1
Mr. Shyam Sunder Madan	Member	1	1
Mr. Bhuwan Chaturvedi	Member	1	1
Mr. Dinesh Kumar Agarwal	Member	1	1

DIRECTOR’S RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility that to the best of their knowledge and belief, for ensuring compliance with the provisions of section 134 (3) (c) and Section 134 (5) of the Act, in the preparation of the annual accounts for the financial year ended 31^st March, 2023 and state that:

(a) In the preparation of the financial statements, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the financial statements on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 (7) OF THE COMPANIES ACT, 2013

Your Company has received Declarations of Independence as stipulated under section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Independent Directors confirming that he/she is not disqualified from being appointed/re-appointed/continue as an Independent Director as per the criteria laid down in section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

In the opinion of the Board, all the independent directors are persons of integrity and possess the relevant expertise and experience (including proficiency) as required under the Act and the Rules made there under.

RETIREMENT BY ROTATION

In terms of section 152 of Act, following Directors of the Company, retire by rotation and, being eligible, offer themselves for re-appointment.

1. Mr. Hartaj Sewa Singh having Director’s Identification Number 00173286;

2. Mr. Pankaj Agarwal having Director’s Identification Number 08467347;

3. Mr. Sanjay Garg having Director’s Identification Number 09539286;

Further, as required under the Listing Regulations and Secretarial Standard on General Meetings, the brief resume of the above directors is furnished in the explanatory statement to the Notice convening the ensuing Annual General Meeting of the Company.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and Rules made there under The Nomination and Remuneration Committee and the Board have laid down the manner in which formal annual evaluation of the performances of the Board, and that of its committees and individual Directors, CEO and Chairman has to be made. The evaluation process focused on various aspects of the Board and committees functioning such as their composition, experience and competencies, performance of specific duties and obligations, corporate governance and compliance management. A separate meeting of the Independent Directors was held, inter-alia, to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and to assess the quality, quantity and timeliness of flow of information between the Company’s management and the Board, that is necessary for the Board to effectively and reasonably perform its duties.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition of the Board of Directors (“Board”) is in terms of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the Financial Year 2022-23, following changes took place in the Board of Directors and Key Managerial Personnel of the company:

S. No.	DIN/PAN	Director’s Name	Date of Re-Appointment/ Regularization/ Resignation	Status
1	00374298	Mr. Gaurav Swarup	21st September, 2022	Retire by Rotation
2	09043439	Mr. Ashutosh Gupta	21st September, 2022	Retire by Rotation
3	00160194	Mr. Arun Kumar Singhania	21st September, 2022	Retire by Rotation
4	08467347	Mr. Pankaj Agarwal	19th May, 2022	Appointment
			21st September, 2022	Regularized
5	09539286	Mr. Sanjay Garg	19th May, 2022	Appointment
			21st September, 2022	Regularized
6	06624132	Mr. A. Sukumar	19th May, 2022	Resigned
7	09384308	Ms. Amisha Srivastava Gupt	21st September, 2022	Regularized
			16th November, 2022	Resigned
8	08873691	Ms. Deepika Sharma	16th November, 2022	Appointment
9	CKYPS8175C	Ms. Anuradha Sharma(CS)	19th May, 2022	Appointment

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

No Independent Director was appointed or re-appointed during the Financial Year 2022-23.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Functions and Terms of Reference of the Nomination and Remuneration Committee of the Company are as per the Act. As on date there is no executive director appointed in the Company.

AUDITORS:

a. STATUTORY AUDITORS & STATUTORY AUDITORS REPORT:

In accordance with the provisions of the Companies Act, 2013 and Rules made thereunder M/s. SANMARK & Associates, Chartered Accountants (ICAI Firm Registration No. 003343N) were appointed as Statutory Auditors of the Company for a term of five years from the conclusion of 52^nd Annual General Meeting held on 21^st September, 2022 until the conclusion of 57^th Annual General Meeting to be held in the year 2027.

The Auditors’ Report on the Financial Statements of the Company for the Financial Year 2022-23 to the Members is part of Annual report. The Auditors’ Report on financial statements issued by the Statutory Auditors read together with relevant notes thereon are self-explanatory and hence, do not required for any further comments under Section 134 of the Companies Act, 2013. There are no qualifications, reservations or adverse remarks or disclaimers requiring any explanation in their report.

There have been no instances of frauds reported by the Auditors under Section 143 (12) of the Act and the Rules framed thereunder, either to the Company or to the Central Government.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, Statutory Auditors, Secretarial Auditors did not report any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Act. Hence, no detail is required to be disclosed under Section134 (3)(ca) of the Act.

b. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Baldev Singh Kashtwal, (Practicing Company Secretary) as Secretarial Auditor to undertake the Secretarial Audit of the Company for the financial year ended March 31,2023. The Secretarial Audit Report in form MR-3 received from Secretarial Auditor is annexed herewith as “Annexure A” forming part of this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

c. INTERNAL AUDITORS

The Board of Directors of the Company has re-appointed M/s. NSBP & Co. as Internal Auditors, pursuant to the provisions of Section 138 of the Act.

d. COST AUDITORS

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 the Company is not required to maintain cost records.

SECRETARIAL STANDARDS

The Directors state that the applicable mandatory Secretarial Standards i.e., SS-1: Secretarial Standard on Meetings of the Board of Directors and SS-2: Secretarial Standard on General Meeting issued by the Institute of Company Secretaries of India have been duly followed by the Company.

DETAILS OF LOAN/ GUARANTEES / INVESTMENTS MADE

During the year, the Company has not given any loans or guarantees and has not made any investments under section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014.

DETAILS OF RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF THE COMPANIES ACT, 2013

This particular clause is not applicable on the Company as there was no Related Party Transactions during the year.

PUBLIC DEPOSITS

Your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year. There are no outstanding deposits as on March 31,2023.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL PERIOD OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the company to which the financial statements relate and the date of this report other than those explained herein.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There was no amount required to be transferred to Investor Education and Protection Fund (IEPF) as per Section 124 of the Act read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO:

In pursuance to section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014, Company has taken all steps for conservation of energy. However, Technology Absorption is not applicable to the Company as the Company is not using any technology as per the business of the Company. Further, there were no foreign exchange earnings and out go during they are under review.

BUSINESS RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place, both in respect of internal and external risks. The objective is to minimize the impact of risks identified and taking advance actions to mitigate them. Risk management forms an integral part of the management policy and is an ongoing process integrated with operations as required under section 134(3)(n)of the Companies Act, 2013. At present the Company has not identified any element of risk, which may threaten the existence of the company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules made thereunder, your Company has formulated an internal policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal).

The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident in the unlikely event of occurrence.

The Internal Complaints Committee is responsible for redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing and promoting a safe and healthy work environment for all its employees. A policy which is in line with the statutory requirements is in place

a. number of complaints filed during the financial year - Nil

b. number of complaints disposed of during the financial year - Nil

c. number of complaints pending as on end of the financial year - Nil CORPORATE SOCIAL RESPONSIBILITY POLICY

In accordance with the provisions of the Companies Act, 2013 and rules made thereunder, Your Company has formulated a CSR policy. The contents of this policy are available on the Company’s website https:// www.splindia.co.in/corporate governance.html.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has a Corporate Social Responsibility (CSR) Committee. Your Company as part of its CSR initiatives has undertaken projects/programs in accordance with the CSR Policy. The brief outline of the CSR policy of the Company, the CSR initiatives/ activities undertaken by the Company details of the Composition of CSR Committee are given as “Annexure-B” forming part of this Report in the format prescribed in Companies (Corporate Social Responsibility Rules) 2014.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

The Company does not have any subsidiary, Joint venture or Associate Company as on 31^st March, 2023. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Sections 177(9) & (10) of the Act, the Company has adopted a Whistle Blower Policy to provide vigil mechanism for Directors/Employees to voice their concerns in a responsible and effective manner regarding unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct and Insider Trading Regulations. It also provides adequate safeguards against victimization of Directors/Employees who avail the mechanism. The Company affirms that during FY 2022-23, no personnel have been denied access to the Audit Committee.

The Whistle Blower Policy established by the Board is available on the Company’s website.

INSIDER TRADING REGULATION

The Company has adopted a Code of Conduct for Prevention of Insider Trading (in form of Structured Digital Database-SDD) with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the 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 Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

CORPORATE GOVERNANCE REPORT

As per Financial Statement of FY 2022-23, now Your Company’s net worth was risen to Rs. 25 Crore, which has created applicability of Corporate Governance Report on the Company. As per Regulation 15(2), Corporate governance provisions specified in regulations 17 to 27, clauses (b) to (i) of subregulation (2) of regulation 46 and para-C, D and E of Schedule V (viz., composition of board of directors and committees, related party transactions, vigil mechanism, functional website etc.) are applicable to your company.

Provided that where the provisions of regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V become applicable to a listed entity at a later date, it shall ensure compliance with the same within six months from such date.

Therefore, the Company will do all the compliances within stipulated maximum time limit of Six months to follow all the provisions which are mentioned in the regulations 17 to 27 and 46. The Company is in the process to finalize the things as per regulation 17 to 27 and 46 and follow all the provisions within stipulated extended time period i.e., Six Months from the date of Adoption of Accounts.

Hence, the Corporate Governance Report is not the part of the Board’s report.

BUSINESS RESPONSIBILITY REPORT

Report on Business Responsibility report is not applicable to the Company as per Regulation 34(2) (f) (Listing Obligations and Disclosure Requirements) Regulations, 2015.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has designed and implemented a process-driven framework for internal financial controls within the meaning of explanation to section 134(5)(e) of the Act. For FY 2022-23, the Board is of the opinion that the Company has sound Internal Financial controls commensurate with the nature and size of its business operations, wherein controls are in place and operating effectively.

The Directors have laid down internal financial controls to be followed by the Company and such policies and procedures have been adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Assurance on the effectiveness of internal financial controls is obtained through management reviews, self-assessment, continuous monitoring by functional experts as well as testing by the Statutory/Internal Auditors during the course of their audits. Significant audit observations and follow-up actions thereon are reported to the Audit Committee. The observations and comments of the Audit Committee are placed before the Board time to time.

CODE OF CONDUCT

The Board of Directors has approved 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 Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings/ behaviors of any form and the Board has laid down the directives to counter such acts. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The statement containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 (as amended), is given in “Annexure C” forming part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

Management discussion and analysis report highlighting the performance and prospects of the Company’s business for the year, as stipulated under Regulation 34 (2) (e) read with schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”) is presented in “Annexure-D”.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant or material orders were passed by any Regulator or Court or Tribunal which can have impact on the going concern status of the Company and its operations in future.

DETAILS OF APPLICATION MADE BY THE COMPANY OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year the Company has not made any application under the Insolvency and Bankruptcy Code, 2016 (31 OF 2016) neither any proceeding under the said Code is pending.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

This particular clause is not applicable on the Company as the Company has not taken any loan from Banks or Financial Institutions.

ACKNOWLEDGEMENTS

The Directors wish to thank the Company’s customers, business partners, vendors, bankers & financial institutions, all government & non-governmental agencies, and other business associates for their continued support. The Directors also acknowledge and appreciate the support and confidence reposed by the Company’s shareholders. The Directors remain committed to enable the Company to achieve its long-term growth objectives in the coming years.

By order of the Board For Swadeshi Polytex Limited

Sd/- Sd/-

(Sanjay Garg) (Shyam Sunder Madan)

Place: Ghaziabad Director Director

Date : 11.08.2023 (DIN:09539286) (DIN:02427885)

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Mar 31, 2015

Dear MEMBERS,

The Directors have pleasure in presenting their 45th Annual Report together with the Audited Accounts of the Company for the Year ended March 31,2015.

HIGHLIGHTS

There were no production activities during the year, the Company has not made any manufacturing profit during the year.

The Company has entered into the Real Estate sector in the earlier years. The Company has earned revenue of Rs. 727.50 Lacs from selling of lease plot rights of the Company during the year. Your directors are hopeful of achieving better results in the current financial year.

FINANCIAL RESULTS

Particulars Year Ended on Year Ended on 31.03.2015 31.03.2014 (in Lakhs) (in Lakhs)

Total Income 886.08 733.71

Total Expenditure 761.68 584.04 Profit /Loss before exceptional 124.40 149.67 items and tax

Deferred Tax Assets /current 22.96 171.66 tax/income tax provision

Profit from continuing operation. 101.44 321.34

Profit after tax 8.00 321.34

Balance in Profit & Loss Account (6790.65) (7112.00) brought forward from last Year

Balances Carried forward to (6782.65) (6790.65) Balance Sheet

Due to accumulated losses in the company, no amount is being transferred to the General Reserves. Further, the Company has not recommended any dividend in the financial year 2014-15.

STATE OF COMPANY''S AFFAIRS

Gross revenues increased to Rs. 886.08 lacs against Rs. 733.71 lacs in the previous year. Profit before taxation was Rs. 124.40 lacs against Rs. 149.67 lacs in the previous year. The net profit of the Company for the year under review was placed at Rs. 8.00 lacs as against Rs. 321.34 lacs in the previous year.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure A". NUMBER OF MEETINGS OF THE BOARD

During the year Four (04) Board Meetings and Five (05) Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF COMPANIES ACT, 2013

Mr. Hartaj Sewa Singh & Mr. Alokendra Banerjee, both Directors of the Company, retire by rotation and, being eligible, offer themselves for re appointment. The Directors recommend Mr. Hartaj Sewa Singh & Mr. Alokendra Banerjee for re-appointment.

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Mr. Atul Seksaria, an independent director submitted his resignation to the Board on March 01,2015 due to his pre-occupation. The same was accepted by the Board through Circular Resolution, which was further noted in the Board Meeting held on 27.05.2015. The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by Mr. Atul Seksaria towards the growth and development of the company during his tenure as a director.

The Board has appointed Ms. Purti Marwaha as an Independent Director of the Company (in place of Mr. Atul Seksaria) with effect from 12th February, 2015 to hold office for five consecutive years.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, 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, Appointment & Remuneration Committees.

COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION, IF COMPANY IS COVERED UNDER SECTION 178(1)

Functions and Terms of Reference of the Nomination and Remuneration Committee of the Company are as per the Companies Act 2013 and the listing agreement. Further, Company''s Remuneration policy is market led and takes into account the competitive circumstance of the business so as to attract and retain quality talent and leverage performance significantly.

AUDITOR''S REPORT/ SECRETARIAL AUDIT REPORT:

a. AUDITORS:

The Auditors M/s SANMARKS & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

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.

b. SECRETARIAL AUDIT: Pursuant to provisions of section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Naveen K. Rastogi of M/s. N.K. Rastogi & Associates, a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure B".

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The company has not given any loans or guarantees and has not made any investments covered under the provisions of section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

All related party transactions that were entered into during the financial year were on arm''s length basis and 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.

DEPOSITS

During the year under review, Your Company has not accepted any deposits in terms of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, and also no amount was outstanding on account of principal or interest thereon, as on the date of the Balance Sheet.

MATERIAL CHANGES AND COMMITMENTS, IF ANY

There are no material changes and commitments noticed by the Board between the end of the financial year of the company, i.e., 31.03.2015 and the date of the report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO:

In the absence of any manufacturing activities during the year under review, no steps were required to be taken for conservation of energy and technology absorption.

Further, there were no foreign exchange earnings and outgo during the year under review.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013, the Company regularly maintains a proper check in normal course of its business regarding Risk Management.

At present the Company has not identified any element of risk which may threaten the existence of the company. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As per Section 135 of Companies Act, 2013, the Company does not fulfil the criteria of net worth or turnover for Corporate Social Responsibility, hence the same is not applicable to the Company.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has approved vigil Mechanism in its Board Meeting to deal with instance of fraud and mismanagement, if any.

CORPORATE GOVERNANCE REPORT

As per Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 in continuation to circular No. CIR/CFD/POLICY CELL/2/2014 dated April 17, 2014; the SEBI has exempted the applicability of clause 49 of the Listing Agreement to the Companies having paid up equity share capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs. 25 Crores, as on the last day of the previous financial year.

Hence, Clause 49 is not applicable to the Company since the Paid up capital of Company as on the last day of the previous financial year is Rupees 3.90 Crores and the net worth does not exceed Rupees 25 Crores. However, the company has still presented a Corporate Governance Report as a matter of better Corporate Governance Practice, which have been highlighted in the Boards'' Report also.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board .

The management monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

CODE OF CONDUCT

The Board of Directors has approved 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 Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts.

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 dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

PARTICULARS OF EMPLOYEES

There was no employee in the Company and also drawing salary more than Rupees 60 lacs in the Company and as such no details are required to be given.

ACKNOWLEDGEMENT

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

For and on behalf of the Board For Swadeshi Polytex Limited

Sd/- Sd/- Place : New Delhi (S.B. Singh) (B. Mehrotra) Dated: 27th May,2015 Director Director (DIN No. 03225016) (DIN No. 03279399)

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 44th Annual Report along with Audited Accounts and annexure attached thereto for the year ended 31st March, 2014.

HIGHLIGHTS

The factory of the Company located at Ghaziabad is closed since 1998. Since there were no production activities during the year, the Company has not made any manufacturing profit during the year. The Company had also not made any trading of products during the last financial year.

The Company has entered into the Real Estate sector in the earlier year. The Company has earned a revenue of Rs. 649.75 Lacs from selling of lease plot rights of the Company during the year. Your directors are hopeful of achieving better results in the current financial year.

FINANCIAL REPORT

The Financial Results of the Company for the year 2013-2014 are summarized below:

Year Ended on Year Ended on Particulars 31.03.2014 31.03.2013 (in Lakhs) (in Lakhs)

Total Income 733.71 1429.45

Total Expenditure 584.04 1446.72

Profit /Loss before exceptional 149.67 (17.26) items and tax

Deferred Tax Assets /current tax/ 171.66 152.54 income tax provision

Profit from continuing operation 321.34 135.27

Profit after tax 321.34 135.27

Balance in Profit & Loss Account (7112.00) (7247.27) brought forward from last Year

Balances Carried forward to (6790.65) (7112.00) Balance Sheet

DIVIDEND

Your Directors do not recommend any dividend for the year under review due to accumulated loss in the Company.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT.

As per clause 49 of the Listing Agreements entered into with the Stock Exchanges, Corporate Governance Report with auditors'' certificate thereon and Management Discussion and Analysis report are attached and form part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, and based on the representations received from the management, the directors hereby confirm that:

(i) in the preparation of the annual accounts for the financial year 2013-14, the applicable accounting standards have been followed and there are no material departures;

(ii) they have 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 of the Company for the financial year;

(iii) they have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

DIRECTORS

In terms of the provisions of Section 149 and other applicable provisions of the "Companies Act, 2013'''' an independent director shall hold office up to a term of five consecutive years on the Board of the Company and shall not be liable to retire by rotation. In accordance with the provisions Mr. Atul Seksaria, Mr. Yezdezard Jehangir Dastoor, Mr. Niranjan Kumar Gupta, Mr. Naveen Aggarwal and Mr. Shyam Sunder Madan Directors are being appointed as Independent Directors for a period of five consecutive years up to March 31, 2019.

The Company has received declarations from all the independent directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the "Companies Act, 2013" and Clause 49 of the Listing Agreement. The details of the proposal for appointment of independent directors are mentioned in the statement under Section 102 of the Companies Act'''' 2013'''' annexed to the Notice of the Annual General Meeting of the Company.

In terms of the provisions of Section 152 of the Companies Act, 2013, Mr. Gaurav Swarup (DIN 00374298) Directors and Mr. Shamsher Bahadur Singh Kathpal (DIN 03225016), retire by rotation and being eligible have offered themselves for re-appointment.

AUDITORS

M/s SANMARKS & Associates, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment.

AUDITORS REPORT

The observations made by the Auditors in the Annexure to the Auditors'' Report in point no. iii(g) are :

"In respect of the secured loan, in our opinion the interest of Rs.127.18 lac is overdue for payment." Management reply on the above observation:

The management had made adequate provision in the Balance Sheet for the interest accrued and due of Rs. 127.18 lac on secured loan and the same now has been paid by the Company.

PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration for which particulars are required to be disclosed as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

In the absence of any manufacturing activities during the year under review, no steps were required to be taken for conservation of energy, technology absorption and research & development and as such the information relating thereto may be taken as nil. There were no foreign exchange earnings and outgo during the year under review.

PUBLIC DEPOSITS:

During the year under review, Your Company has not accepted any deposits in terms of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975, and also no amount was outstanding on account of principal or interest thereon, as on the date of the Balance Sheet.

ACKNOWLEDGEMENT

Your Directors wish to convey their sincere thanks to all the shareholders for the trust they have reposed in the Company and its board.

For and on behalf of the Board FOR SWADESHI POLYTEX LIMITED

Sd/- Sd/- Place: New Delhi (P. C. Vaish) (B. Mehrotra) Date : 5th August, 2014 Director Director DIN No. 03440470 DIN No.03279399

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Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 43rd Annual Report along with Audited Accounts and annexure attached thereto for the year ended 31st March, 2013.

HIGHLIGHTS

The factory of the Company located at Ghaziabad is closed since 1998. Since there were no production activities during the year, the Company has not made any manufacturing profit during the year.

The Company continued with the business i.e. trading of textiles during the year.

The Company has entered into the Real Estate sector in the last year. The Company has got the approval of sub division of the plot of the existing land of the Company and in the process of the selling the plot of the Company. Your directors are hopeful of achieving better results in the current financial year.

FINANCIAL REPORT

The Financial Results of the Company for the year 2012-2013 are summarized below:

Year Ended on Year Ended on Particulars 31.03.2013 31.03.2012 (Rs.) (Rs.)

Total Income 142,945,847 55,452,719

Total Expenditure 144,672,315 202,796,901

Loss before exceptional items and tax (1,726,469) (147,344,182)

Deferred Tax Assets /current tax/ income tax provision (15,254,213) 84,210,640

Profit from period from continuing operation. 13,527,744 (63,133,542)

Profit from Discontinuing operation. - 28,075,465

Profit after tax 13,527,744 (35,058,077)

Balance in Profit & Loss Account brought forward from last Year (724,727,895) (689,669,818)

Balances Carried forward to Balance Sheet (711,200,151) (724,727,895)



DIVIDEND

Your Directors do not recommend any dividend for the year under review due to accumulated losses in the Company.

PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration for which particulars are required to be disclosed as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGOING

In the absence of any manufacturing activities during the year under review, no steps were required to be taken for conservation of energy, technology absorption and research & development and as such the information relating thereto may be taken as nil. There were no foreign exchange earnings and outgo during the year under review.

DIRECTORS

Mr. R.K. Sharma, Mr. P.C. Vaish and Mr. Bipin Behari Mehrotra retire by rotation and being eligible, have offered themselves for re-appointment.

LISTING OF SHARES

The Bombay Stock Exchange had revoked the suspension of the Companies equity shares listed at their exchange. Now the Companies shares have started trading in Bombay Stock Exchange. The depositories for the Company''s shares are NSDL & CDSL. The listing fee of Mumbai Stock Exchange has also been paid by the Company till 2013- 2014. The Bangalore Stock Exchange has also delisted the Companies equity shares from their exchange on request of the Company. The Company requested the other regional Stock exchanges to delist the Companies shares as the shares of the Company are listed with the national wide Exchange i,e Bombay Stock Exchange.

AUDITORS

M/s SANMARKS & ASSOCIATES, Chartered Accountants, the Statutory Auditors of the Company retires at the forthcoming Annual General Meeting. A letter has been received from M/s SANMARKS & ASSOCIATES, Chartered Accountants confirming that their appointment, if made, will be in conformity with the provisions of Section 224 (1-B) of the Companies Act, 1956. As per section 224A of the Companies Act 1956, members are requested to pass the special resolution.

COMMENTS ON AUDITORS'' REPORT

The management view on the auditors Comments are as follow.

Sl. No. AUDITORS COMMENTS MANAGEMENT VIEW

1 The TDS on contract payments of Rs. 1,25,341/- The TDS is now settled and there is no remaining outstanding for more than six months outstanding as of now. as at 31st March, 2013 from the date it was payable.

2 In respect of secured loan, the principal amount The matter is under discussion and the of Rs. 2363.21 lacs and interest of Rs. 82.99 lacs is Company is confident of settling the dues in overdue for payment. the current year from the monetization of its real estate assets.

AUDIT COMMITTEE

The Audit Committee held four (4) meetings during the year. The Members of the Audit Committee are:- - Mr. Naveen Aggarwal - Chairman

- Mr. B. Mehrotra - Member

- Mr. N.K. Gupta - Member

- Mr. P.C. Vaish - Member

Mr. Naveen Aggarwal, Chairman of the Committee has adequate financial and accounting knowledge. Internal Auditor and the Statutory Auditors of the Company are permanent invitees to the meetings of the Audit Committee.

PUBLIC DEPOSITS

During the year under review, Your Company has not accepted any deposits in terms of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules, 1975, and also no amount was outstanding on account of principal or interest thereon, as on the date of the Balance Sheet.

CORPORATE GOVERNANCE

The report on Corporate Governance and the certificate from the Company Secretary in Practice regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and forms part of the Annual Report.

COMPLIANCE CERTIFICATE

N.K. Rastogi & Associates, Company Secretaries, has given the compliance certificate as required under section 383 A of the Companies Act, 1956. The Copy of the same is enclosed and form part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

(As per section 217 (2AA) of the Companies Act, 1956)

The Directors hereby confirm:

i) That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures;

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment 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 Profit/loss of the Company for that period.

iii) That 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) That the Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to convey their sincere thanks to all the shareholders for the trust they have reposed in the Company and its board.



For and on behalf of the Board

FOR SWADESHI POLYTEX LIMITED

Sd/- Sd/-

Place:New Delhi (R.K.SHARMA) (B.MEHROTRA)

Date :5th August 2013 Director Director

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Mar 31, 2010

The directors have pleasure in presenting the 40th Annual Report along with Audited Accounts and annexure attached thereto for the year ended 31st March 2010.

HIGHLIGHTS

The factory of the company located at Ghaziabad is closed since 1998. Since there were no production activities during the year, the Company has not made any manufacturing profit during the year.

The Company continued with the business trading of yarn/textiles during the year.

The Company is also exploring other business possibilities in the area of terry towel production, power generation and in real estate development.

FINANCIAL REPORT

The Financial Results of the Company for the year 2009-2010 are summarized below:

Year Ended on Year Ended on 31.03.2010 31.03.2009

Total Income 2,81,86,665 77,72,952

Net Loss before tax 4,48,78,176 14,28,82,124

Loss After Tax 4,48,78,176 14,28,82,124

Balance in Loss Account brought forward from last Year 61,28,69,289 46,99,87,165

Balances Carried forward to Balance Sheet 65,77,47,465 61,28,69,289

DIVIDEND

Your directors do not recommend any dividend for the year under review, due to brought forward losses in the Company.

FIXED DEPOSIT

Unclaimed Deposits which had matured for a total amount of Rs 4.74/- Lac could not be paid as not claimed by the deposit holders. As per the requirement of the Companies Act 1956, this amount was transferred to the Investor Protection Fund of the Central Government.

The Company has not taken any fresh deposits during the year.

PARTICULARS OF EMPLOYEES

There are no employees who are in receipt of remuneration for which particulars are required to be disclosed as required under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGOING

In the absence of any manufacturing activities during the year under review, no steps were required to be taken for conservation of energy, technology absorption and research & development and as such the information relating thereto may be taken as nil. There were no foreign exchange earnings and outgo during the year under review.

COMMENTS ON AUDITORS REPORT

The auditors comments and remarks have been adequately explained by the management in the "Notes to Accounts".

DIRECTORS

Mr. Gaurav Swarup, Mr R.K. Sharma & Mr S.B. Singh retire by rotation and being eligible, have offered themselves for re-appointment.

LISTING OF SHARES

The shares of the Company are listed in all major stock Exchanges of the Country. However due to the critical financial condition of the Company, the Company was unable to comply with some of the listing requirements. Your Company is making all efforts to de-list the shares from the regional stock exchanges and to get the shares listed for trading in the Mumbai Stock Exchange. Your Director had also taken steps to comply various clauses of the listing agreement.

AUDITORS

M/S Suresh Bansal & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the forthcoming Annual General Meeting. A letter has been received from Suresh Bansal & Co. Chartered Accountants confirming that their appointment, if made, will be in conformity with the provisions of Section 224 (1-B) of the Companies Act, 1956. As per section 224A of the Companies Act 1956, members are requested to pass the special resolution.

DIRECTORS RESPONSIBILITY STATEMENT

(As per section 217 (2AA) of the Companies Act 1956)

The Directors hereby confirm:

i) That in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanations relating to material departures; ii) That the directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for that period. iii) That 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) That the directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENT

Your directors wish to convey their sincere thanks to all the shareholders for the trust they have reposed in the Company and its board.

For and on behalf of the Board

Place: New Delhi (H. S. Singh) (R. K. Sharma)

Date : 9th August, 2010 Director Director