Regd Office: KJ-77, J- Block, Kavi Nagar, Ghaziabad-201002 (U.P.) Tele/Fax: +91-120-2701472, Email: [email protected], Website: www.splindia.co.in CIN: L25209UP1970PLC003320

SWADESHI POLYTEX LIMITED

Date: 9[th] June, 2025

To, BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai – 400 001,

Ref: Scrip Code – 503816

Subject: Annual report Submission as per Regulation 34 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015

Pursuant to Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby submits the Annual Report for the Financial Year 2024-25 including notice convening the 55[th] Annual General Meeting of the Company scheduled to be held on Thursday, 3[rd] July, 2025 at 12:00 noon through Video Conferencing.

The above report is also available on the website of the company at www.splindia.co.in.

This is for your information and record.

For Swadeshi Polytex Limited

ANURADHA Digitally signed by ANURADHA SHARMA SHARMA Date: 2025.06.09 14:37:08 +05'30'

Anuradha Sharma Company Secretary

TH 55 ANNUAL REPORT SWADESHI POLYTEX LIMITED

SWADESHI POLYTEX LIMITED BOARD OF DIRECTORS AS ON DATE

1. Mr. Gaurav Swarup

2. Mr. Hartaj Sewa Singh

3. Mr. Ashutosh Gupta

4. Mr. P. Samy Kungumaraju

5. Mr. Gaurav Lodha

6. Mr. Rishabh Chand Lodha

7. Mr. Atul Seksaria

8. Ms. Shukla Bansal

Chairman

Vice Chairman Nominee Director Nominee Director Independent Director Independent Director Independent Director Independent Director

KEY MANAGERIAL PERSONNELS

Mr. Bhuwan Chaturvedi
Mr. Ankit Garg
Ms. Anuradha Sharma

Chief Executive Officer Chief Financial Officer Company Secretary

REGISTERED OFFICE

CIN: L25209UP1970PLC003320

KJ-77, J- Block, Kavi Nagar, Ghaziabad - 201002 (U.P.)

REGISTRAR AND SHARE TRANSFER AGENT

M/s RCMC Share Registry Private Limited

B-25/1, Okhla Industrial Area, Phase-II, Near Rana Motors, New Delhi - 110 020 Phone : 011-26387320/21/23

==> picture [280 x 140] intentionally omitted <==

----- Start of picture text -----

Contents Page No.
Notice ................................................................................ 2
Directors’ Report ............................................................. 16
Auditors’ Report .............................................................. 61
Balance Sheet ................................................................. 72
Statement of Profit & Loss Account ................................ 73
Cash Flow Statement ...................................................... 74
Note to the Accounts ....................................................... 76
----- End of picture text -----

SWADESHI POLYTEX LIMITED

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 55[th] Annual General Meeting of the Members of Swadeshi Polytex Limited will be held on Thursday, 03[rd] July, 2025 at 12:00 noon through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) to transact the following businesses:

ORDINARY BUSINESS

Item No. 1- Consideration and adoption of Audited Financial Statements of the Company for the financial year ended March 31, 2025 together with the reports of Board of Directors and the Auditors thereon:

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

“ RESOLVED THAT the Audited Financial Statements of the Company for the financial year ended March 31, 2025 and the Reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby adopted.”

Item No. 2- Re-appointment of Mr. Hartaj Sewa Singh having (DIN: 00173286) as a director liable to retire by rotation:

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

“RESOLVED THAT Mr. Hartaj Sewa Singh (DIN: 00173286), who retires by rotation and being eligible offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company.”

Item No. 3- Re-appointment of Mr. Palani Samy Kungumaraju (DIN:10164262) as a director liable to retire by rotation.

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

“RESOLVED THAT Mr. Palani Samy Kungumaraju (DIN: 10164262), who retires by rotation offers himself and being eligible for re-appointment, be and is hereby re-appointed as a Director of the Company.”

SPECIAL BUSINESS

Item No. 4- Appointment of Secretarial Auditors:

To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force] Mr. Baldev Singh Kashtwal, Practicing Company Secretaries, be and is hereby appointed as Secretarial Auditors of the Company for conducting Secretarial Audit for the term of 5 (five) years from Financial Year 1[st] April, 2025 to 31[st] March, 2030 at such remuneration, as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditors time to time.”

By order of the Board For Swadeshi Polytex Limited

Place: Ghaziabad Date: 23[rd] May, 2025

Sd/Anuradha Sharma Company Secretary Membership No: A51838

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

NOTES:

In terms of the Ministry of Corporate Affairs, Government of India (the “MCA”) General Circular No.14/2020 dated April 8, 2020; General Circular No. 17/2020 dated April 13, 2020; General Circular No. 22/2020 dated June 15, 2020; General Circular No. 33/2020 dated September 28, 2020; General Circular No. 39/2020 dated December 31, 2020; General Circular No 10/2021 dated June 23, 2021; General Circular No. 20/2021 dated December 8, 2021; General Circular No. 3/2022 dated May 5, 2022; General Circular No. 11/2022 dated December 28, 2022 and General Circular No. 9/2023 dated September 25, 2023; General Circular No. 09/2024 dated September 19, 2024 (the “MCA Circulars”) and Circular SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, General Circular No. 09/2024 dated Sep 19, 2024 SEBI/HO/CFD/ PoD-2 PCIR/2024/133 dated Oct 3, 2024 and other circulars issued by SEBI (hereinafter collectively referred to as “the Circulars”), companies are allowed to hold the annual general meeting through Video Conferencing (“VC”) or through other audio-visual means (“OAVM”), without the physical presence of the Members at a common venue.

In compliance with the provisions of the Companies Act, 2013 (“the Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and MCA Circulars, the 55[th] Annual General Meeting (“Meeting” or “AGM”) of the Company is being held through VC / OAVM on Thursday, 03[rd] July, 2025 at 12:00 noon. The proceedings of the AGM deemed to be conducted at the Registered Office of the Company.

Generally, a member entitled to attend/ participate and vote at the AGM is entitled to appoint a proxy to attend and vote on his/ her behalf and the proxy need not be a Member of the Company. However, as this AGM is being held through VC/ OAVM, hence, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the AGM. Hence, the Proxy Form and Attendance Slip are not annexed to this Notice.

As the AGM will be held through VC/ OAVM, the Route Map of the venue of the meeting is not annexed to this Notice.
Institutional / Corporate Shareholders (i.e., other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC / OAVM and vote on its behalf. The said Resolution/Authorization shall be sent to the Company at [email protected] or to the Scrutinizer through e-mail to [email protected].
Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as e- voting on the date of the AGM will be provided by NSDL.
The Register of Members and Share Transfer Books of the Company will remain closed from 26[th] June, 2025 to 03[rd] July, 2025 (both days inclusive) for the purpose of AGM.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

The information required to be provided under the Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standards on General Meetings (SS-2) issued by The Institute of Company Secretaries of India, regarding the Directors, who are proposed to be appointed/re-appointed and the relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, setting out material facts relating to the special business in respect of the item no. 4 to be transacted at AGM is annexed hereto.
SEBI vide its circular dated January 25, 2022, has mandated that the listed companies shall henceforth issue the securities in dematerialized form only, while processing service requests such as issue of duplicate share certificates, transmission, transposition, etc. Accordingly, members who still hold shares in physical form are advised to dematerialized their holdings.
The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
Members may note that the VC / OAVM Facility, provided by NSDL, allows participation of at least 1,000 Members on a first-come-first-served basis and facility of joining the AGM shall open 15 minutes before the time scheduled for the AGM. The large shareholders (i.e., shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. will not be restricted on first come first serve basis.
SEBI vide its circular dated May 30, 2022 has prescribed Standard Operating Procedures for dispute resolution under the Stock Exchange arbitration mechanism for a dispute between a Listed Company and/or RTA and its Shareholders(s) / investor(s). The said circular is available on the website of the Company at https://www.splindia.co.in/contactus.htm

DISPATCH OF ANNUAL REPORT THROUGH EMAIL AND REGISTRATION OF EMAIL IDs

In line with the MCA Circulars and SEBI Circular No SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 this notice along with the integrated Annual Report for FY 2024-25 is being sent in electronic mode to all the Members/Beneficiaries, whose names appear on the Register of Members/ Record of Depositories as on 25[th] June, 2025 and who have registered their e-mail addresses with the Company/RTA or the Depository Participant(s) in accordance with the provisions of the Companies Act, 2013, read with Rules made thereunder and the MCA and SEBI Circulars.
Members holding shares in physical mode and who have not registered/updated their email addresses with the Company are requested to register/update their email addresses by writing to the Company’s Registrar and Share Transfer Agent, RCMC Share Registry Private Limited at investor.services@ rcmcdelhi.com. Members are requested to submit request letter mentioning the Folio No. and Name of Shareholder along with scanned copy of the Share Certificate (front and back), self-attested copy of PAN card and Aadhaar for registration/updation of email address.

With a view to using natural resources responsibly, we request shareholders to update their contact details including e-mail address, mandates, nominations, power of attorney, Bank details covering name of the Bank and branch details, Bank account number, MICR code, IFSC code, etc. with their depository participants and with RTA if shares are held in physical form to enable the Company to

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

send all the communications electronically including Annual Report, Notices, Circulars, etc.

The Notice of AGM along with the Integrated Annual Report for FY 2024-25, is available on the website of the Company at www.splindia.co.in, on the website of Stock Exchange on which the shares of the Company are listed i.e., BSE Limited at www.bseindia.com and on the website of NSDL at www.evoting.nsdl.com.

: Procedure to raise questions / seek clarifications with respect to Annual Report

As the AGM is being conducted through VC / OAVM, members are encouraged to express their views / send their queries in advance mentioning their name, DP Id and Client Id/Folio No., e-mail id, mobile number at [email protected] to enable smooth conduct of proceedings at the AGM. Questions /Queries received by the Company on or before Wednesday, 25[th] June, 2025 on the aforementioned e-mail id shall only be considered and responded to during the AGM.
Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP Id and Client Id / Folio No., PAN, mobile number at investor.grievances@splindia. co.in on or before Wednesday, 25[th] June, 2025 Speakers are requested to submit their questions at the time of registration to enable the Company to respond appropriately. Only those Members who have registered themselves as a speaker will be allowed to ask questions during the AGM. The Company reserves the right to restrict the number of speakers as well as the speaking time depending upon the availability of time at the AGM.

Details for remote e-voting and e-voting during the AGM

In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended up to date and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Circulars issued by the Ministry of Corporate Affairs dated 05[th] May, 2022, dated January 13, 2021 May 05, 2020, April 13, 2020 and dated April 08, 2020, and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, the Company is pleased to provide facility of voting through electronic means i.e. remote e-voting in respect of the business(es) to be transacted at the 55[th ] Annual General Meeting (AGM) as well as e-voting system on the date of the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.
Members whose name appears in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date i.e., Wednesday, 25[th] June, 2025 shall only be entitled to attend and vote at the AGM. A person who is not a member as on the cut-off date should treat this Notice of AGM for information purpose only.
The remote e-voting period begins on Monday 30[th] June, 2025 (9:00 A.M.) and end on Wednesday 02[nd] July, 2025 (5:00 P.M.). During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e., Wednesday, 25[th] June, 2025 may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

thereafter. Once the vote on a resolution is cast by the Members, the Member shall not be allowed to change it subsequently. In addition, the facility for voting through electronic voting system shall also be made available during the AGM. Members attending the AGM, who have not cast their vote by remote e-voting shall be eligible to cast their vote through e-voting during the AGM. Members who have voted through remote e-voting shall be eligible to attend the AGM, however, they shall not be eligible to vote at the meeting.
The voting rights of members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date/record date i.e. Wednesday, 25[th] June, 2025. Members whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date shall be entitled to avail the facility of remote e-voting as well as e-voting system on the date of the AGM. Any recipient of the Notice, who has no voting rights as on the Cut-off date, shall treat this Notice as intimation only.
The company has engaged NIVIS CORPSERVE LLP for providing video conferencing system through cisco Webex and e-voting services through NSDL. In case, any member required any assistance in respect of e-voting or joining of Meeting through VC/OAVM can contact at following: -

Ms. Richa Rastogi at [email protected],

Nivis Corpserve LLP,

Contact No. 011-45201005

Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. Wednesday, 25[th] June, 2025 may obtain the login ID and password by sending a request at [email protected]. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.
The Company has appointed Ms. Shruti Garg (CP No.: 22138), Practising Company Secretary, Address: C-285, Lohia Nagar, Ghaziabad-201001 as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
The Scrutinizer shall, immediately after the conclusion of voting at the AGM, unblock the votes cast through remote e-voting and e-voting and make, not later than 48 hours of conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.
The result declared along with the Scrutinizer’s Report shall be placed on the Company’s website: https://www.splindia.co.in/agm.htm and on NSDL’s website: https://www.evoting.nsdl.com/ immediately. The Company shall simultaneously forward the results to BSE Limited, where the shares of the Company are listed.

Process and manner of remote e-voting and e-voting during the AGM

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting and joining virtual meeting for Individual shareholders holding

securities in demat mode

In terms of the SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

==> picture [399 x 16] intentionally omitted <==

----- Start of picture text -----

Type of shareholders Login Method
----- End of picture text -----

Type of shareholders

Login Method

Individual Shareholders
holding
securities
in
demat mode with NSDL.

1. If you are already registered forNSDL IDeAS facility, please visit
the e-Services website of NSDL. Open web browser by typing the
following URL:https://eservices.nsdl.com/ either on a Personal
Computer or on a mobile.Once the home page of e-Services is
launched, click on the“Benefcial Owner”icon under “Login”
which is available under“IDeAS”section.A new screen will open.
You will have to enter your User ID and Password. After successful
authentication, you will be able to see e-Voting services. Click on
“Access to e-Voting” under e-Voting services and you will be able to
see e-Voting page. Click on options available against company name
ore-Voting service provider - NSDLand you will be re-directed
to NSDL e-Voting website for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting.
2. If the user is not registered for IDeAS e-Services, option to register
is available athttps://eservices.nsdl.com.Select“Register Online
for IDeAS”Portal or click athttps://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the
following URL:https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile.Once the home page of e-Voting system
is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section.A new screen will open. You will have
to enter your User ID (i.e., your sixteen-digit demat account number
held with NSDL), Password/OTP and a Verifcation Code as shown
on the screen. After successful authentication, you will be redirected
to NSDL Depository site wherein you can see e-Voting page. Click
on options available against company name ore-Voting service
provider - NSDLand you will be redirected to e-Voting website of
NSDL for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
4. Shareholders/Members can also download NSDL Mobile App “NSDL
Speede” facility by scanning the QR code mentioned below for
seamless voting experience.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

==> picture [399 x 15] intentionally omitted <==

----- Start of picture text -----

Type of shareholders Login Method
----- End of picture text -----

Type of shareholders	Login Method

Individual Shareholders holding securities in demat mode with CDSL	1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/ home/login or www.cdslindia.com and click on New System My Easi. 2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e., NSDL.Click onNSDLto cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/ EasiRegistration 4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia. comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e., NSDLwhere the e-Votingis inprogress.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on options available against company name or e-Voting service provider-NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period orjoiningvirtual meeting& votingduringthe meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e., NSDL and CDSL.

==> picture [399 x 18] intentionally omitted <==

----- Start of picture text -----

Login type Helpdesk details
----- End of picture text -----

Login type	Helpdesk details

Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl. co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30 or NIVIS CORPSERVE LLP [email protected] or at 01145201005
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk. [email protected] or contact at 1800225533or NIVIS CORPSERVE LLP [email protected] or at 011-45201005

In case of any queries, please visit Help and Frequently Asked Questions (FAQs) section available at e-voting website at https://evoting.nsdl.com.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

B) Login Method for shareholders other than Individual shareholders holding securities in demat

mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www. evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.
A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e., IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e., Cast your vote electronically.
Your User ID details are given below:

==> picture [382 x 30] intentionally omitted <==

----- Start of picture text -----

Manner of holding shares i.e., Demat Your User ID is:
(NSDL or CDSL) or Physical
----- End of picture text -----

Manner of holding shares i.e., Demat (NSDL or CDSL) or Physical	Your User ID is:

a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example, if your Benefciary ID is 12 then your user ID is 12
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number regis- tered with the company For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001

Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
- (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e., a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
- (ii) If your email ID is not registered, please follow steps mentioned in the process for those shareholders whose email ids are not registered.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system. (How to Cast your vote electronically and join General Meeting on NSDL e-Voting system)

After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/ OAVM” link placed under “Join General Meeting”.
Now you are ready for e-Voting as the Voting page open.
Cast your vote by selecting appropriate options i.e., assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl. com to reset the password.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to at [email protected]

Process for those shareholders whose email ids are not registered with the depositories / Company for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

Shareholders/members may send a request to [email protected] for procuring user id and password for e-Voting by providing below mentioned documents.

i. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].
ii. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e., Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .
iii. Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
iv. Any person, who acquires shares of the Company and becomes member of the Company after dispatch of the notice and holding shares as on the cut-off date, may obtain the login ID and password by sending a request at [email protected]. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

PROCEDURE FOR INSPECTION OF DOCUMENTS:

All the documents referred to in the accompanying Notice shall be available for inspection by the members at the registered office during normal business hours (between 11:00 A.M. to 01:00 P.M.) on all working days, from the date of circulation of this Notice up to the date of the AGM. The relevant documents will also be made available on the website of the Company during the above-mentioned period. Members seeking to inspect such documents can also send an email to investor.grievances@ splindia.co.in.
During the AGM, the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts or arrangements in which Directors are interested maintained under Section 189 of the Act shall be available for inspection by the members upon login at NSDL e-voting system at https://www.evoting.nsdl.com/.

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

Other Information:

Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at [email protected] or Ms. Richa Rastogi at NIVIS CORPSERVE LLP at [email protected] .
Members are requested to join the Meeting through Laptops for better experience and will be required to allow camera and use internet with a good speed to avoid any disturbance during the meeting. Please note that participants connecting from Mobile Devices or Tablets or through Laptop connected via mobile hotspot may experience audio/video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of glitches.
To prevent fraudulent transactions, members are advised to exercise due diligence and notify any change in information to Registrar and Share Transfer Agent or Company as soon as possible. Members are also advised not to leave their Demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified.
Members who hold shares under more than one folio in name(s) in the same order, are requested to send the relative Share Certificate(s) to the Company’s Registrar and Transfer Agent for consolidating the holdings into one account. The Share Certificate(s) will be returned after consolidation.
Members holding shares in dematerialised form may please note that, while opening a depository account with Participants they may have given their bank account details, which will be printed on their dividend warrants.

However, if Members want to change/correct the bank account details, they should send the same immediately to the Depository Participant concerned. Members are also requested to give the MICR code of their bank to their Depository Participant. The Company will not entertain any direct request from Members for cancellation/change in the bank account details furnished by Depository Participants to the Company.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their Demat accounts. Members holding shares in physical form can submit their PAN details to the Registrar and Share Transfer Agent or the Company.
Pursuant to Section 72 of the Companies Act, 2013, Members who hold shares in the physical form can nominate a person in respect of all the shares held by them singly or jointly. Members who hold shares in single name are advised, in their own interest, to avail of the nomination facility by filling form SH-13. Members holding shares in the dematerialized form may contact their Depository Participant for recording the nomination in respect of their holdings.
All documents, transfers, dematerialization requests and other communications in relation thereto should be addressed directly to the Company’s Registrar and Transfer Agent, RCMC Share Registry Private Limited, at the address mentioned below:

RCMC Share Registry Private Limited Add: B-25/1, Okhla Industrial Area, Phase-2, Near Rana Motors, New Delhi-110020 Tel. No.: 011-26387320, 21

E-mail Id: [email protected]

Website: www.rcmcdelhi.com

Pursuant to provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company has designated an exclusive E-mail Id: [email protected] for quick redressal of members/investors grievances or to register their complaints, if any.
Pursuant to the provisions of Regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, securities can be transferred only in dematerialised form w.e.f. 1[st] April 2019. Members are requested to convert their physical holdings into demat form to avoid any possibility of loss, mutilation etc., of physical share certificates. Any shareholder who is desirous of dematerializing their securities may write to Ms. Anuradha Sharma, Company Secretary at cs@ splindia.co.in or [email protected] or to the Registrar and Share Transfer Agent at [email protected].
Process of Registration of Email address and other details:
i) For Temporary Registration:

Pursuant to relevant circulars the shareholders who have not registered their email address and in consequence the notice could not be serviced may temporarily get their email address registered with the Company’s Registrar and Share Transfer Agent, investor.services@rcmcdelhi. com through the link: https:// www.rcmcdelhi.com Email register.html and follow the registration process as guided thereafter. Post successful registration of the email, the shareholder would receive soft copy of the Notice of AGM and the Annual Report for the financial year 2024-25 comprising Financial Statements, Board’s Report, Auditor’s Reports and other documents required to be attached therewith and the procedure for e-voting along with the User ID and Password to enable e-voting for the AGM from NSDL. In case of any queries relating to the registration of E-mail address, shareholder may write to [email protected] & for e-voting related queries you may write to NSDL at [email protected].

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

ii) For Permanent Registration:

It is clarified that for permanent registration of e-mail address, the Members are requested to register their e-mail address:

in respect of demat holdings with the respective Depository Participant (DP) by following the procedure prescribed by the Depository Participant.
in respect of physical holding with Company’s Registrar and Transfer Agents i.e. investor. [email protected] by sending a request in the prescribed form.
iii) Registration of Bank Details:

Please Contact your Depository Participant (DP) and register your email address and Bank account details in your demat account, as per the process advised by your DP. In case of physical holding, please contact the RTA of the Company i.e. [email protected]

	By order of the Board
	ForSwadeshi Polytex Limited
	Sd/-
	Anuradha Sharma
Place: Ghaziabad	Company Secretary
Date: 23rd May, 2025	Membership No: A51838

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

As required under Section 102 of the Companies Act, 2013 (the “Act”) and in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), the following Explanatory Statement sets out all material facts relating to the business mentioned under Item No. 4 of the accompanying Notice dated 23[rd] May, 2025:

Item No. 4

The Board of Directors of the Company, based on the recommendation of the Audit Committee and after evaluating various parameters including industry experience, competence of the audit team, efficiency in conduct of audit, and independence, has, at its meeting held on 23[rd] May, 2025, proposed the appointment of Mr. Baldev Singh Kashtwal , Practicing Company Secretaries, as the Secretarial Auditor of the Company.

The proposed appointment is for a term of five consecutive financial years , commencing from 1[st] April, 2025 to 31[st] March, 2030 , on such remuneration as may be mutually agreed upon by the Board of Directors of the Company and the Secretarial Auditor.

Mr. Baldev Singh Kashtwal has consented to the proposed appointment and confirmed that the appointment, if made, would be in compliance with the provisions of Section 204 of the Companies Act, 2013, read with the applicable provisions of the SEBI Listing Regulations.

Accordingly, the approval of the Members is sought for passing an Ordinary Resolution , as set out at Item No. 4 of the accompanying Notice.

None of the Directors and Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the Notice.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

DETAILS OF DIRECTORS SEEKING RE-APPOINTMENT AT THE FORTHECOMING ANNUAL GENERAL MEETING.

[Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 on General Meetings]

ITEM NO. 2 & 3:

BRIEF PROFILE OF DIRECTORS:

==> picture [416 x 17] intentionally omitted <==

----- Start of picture text -----

Name of the Directo r Hartaj Sewa Singh Palani Samy Kungumaraju
----- End of picture text -----

Name of the Director	Hartaj Sewa Singh	Palani Samy Kungumaraju

DIN	00173286	10164262
Age	64 Years	56 Years
Date of frst Appointment on the Board of the Company	26/09/2003	18/04/2023
Qualifcation	M.B.A. (Finance)	B.E.(Textile Technology),M.B.A
Nature of Expertise in Specifc Functional Area	Financial and Strategic Advisor/ Consultant.	Textile Engineer
Shareholding in Swadeshi Polytex Limited	2500 shares	Nil
Directorship held in other companies	Nil	1. Apollo Design Apparel Parks Limited 2. Goldmohur Design and Apparel Park Limited 3. India United Textile Mill Limited 4. New City of Bombay Mfg. Mills Limited 5. Aurangabad Textiles and Apparel Parks Limited
Membership/Chairmanship of Audit and Stakeholders Relationship Committees	Nil	Nil
Relationship with other Directors and KMPs of the Company	Not Related	Not Related
No. of Board Meeting Attended during the fnancialyear	4	3
Term & Conditions	-	-
Names of listed entities in which the person also holds the directorship and the membership of Committees of the board along with listed entities from which the person has resigned in the past threeyears;	NIL	NIL

By order of the Board For Swadeshi Polytex Limited

Sd/Anuradha Sharma Place: Ghaziabad Company Secretary Date: 23[rd] May, 2025 Membership No: A51838

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

DIRECTORS’ REPORT TO THE MEMBERS

DEAR MEMBERS,

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:

==> picture [416 x 42] intentionally omitted <==

----- Start of picture text -----

(Rs. in Lakhs)
Particulars Year Ended on Year Ended on
31.03.2025 31.03.2024
----- End of picture text -----

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
Proft /(Loss) before tax from Continuing operations	344.23	9,905.61
Tax Expenses from Continued operations	118.17	1,656.57
Proft(Loss) from continuing operations	226.06	8249.04
Proft /(Loss)before tax from discontinued operations	2.05	(18.55)
Tax Expenses from discontinued operations	0.52	(4.67)
Proft/(Loss) from discontinuing operations	1.53	(13.88)
Proft(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.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

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 227.59 earned a profit of ₹ 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

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

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.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

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 SS2: 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.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

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, 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 Annexure- Report for financial year 2024-25 forms an integral part to this Annual Report attached as an 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

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

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.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

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

==> picture [399 x 19] intentionally omitted <==

----- Start of picture text -----

S. No . AUDITORS QUALIFICATION MANAGEMENT VIEW
----- End of picture text -----

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.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

ANNUAL SECRETARIAL COMPLIANCE REPORT :

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.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

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).

==> picture [415 x 28] intentionally omitted <==

----- Start of picture text -----

S. No. Type of Meeting No. of Date of Meeting Directors attended the meeting
meetings
----- End of picture text -----

S. No.	Type of Meeting	No. of meetings	Date of Meeting	Directors attended the meeting

1.	Board Meeting	3/2024	16.05.2024	1. Mr. Gaurav Swarup 2. Mr. Hartaj Sewa Singh 3. Mr. Atul Seksaria 4. Mr. Gaurav Lodha 5. Dr. Rishabh Chand Lodha 6. Mr. Palani Samy Kungumaraju 7. Ms. Shukla Bansal 8. Mr. Ashutosh Gupta
2.	Board Meeting	4/2024	13.08.2024	1. Mr. Gaurav Swarup 2. Mr. Hartaj Sewa Singh 3. Mr. Atul Seksaria 4. Dr. Rishabh Chand Lodha 5. Mr. Ashutosh Gupta 6. Mr. Palani Samy Kungumaraju 7. Ms. Shukla Bansal

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

==> picture [415 x 28] intentionally omitted <==

----- Start of picture text -----

S. No. Type of Meeting No. of Date of Meeting Directors attended the meeting
meetings
----- End of picture text -----

S. No.	Type of Meeting	No. of meetings	Date of Meeting	Directors attended the meeting

3.	Board Meeting	5/2024	12.11.2024	1. Mr. Gaurav Swarup 2. Mr. Hartaj Sewa Singh 3. Mr. Atul Seksaria 4. Dr. Rishabh Chand Lodha 5. Mr. Gaurav Lodha 6. Mr. Ashutosh Gupta 7. Mr. Palani Samy Kungumaraju 8. Ms. Shukla Bansal
4.	Board Meeting	1/2025	11.02.2025	1. Mr. Gaurav Swarup 2. Mr. Hartaj Sewa Singh 3. Mr. Atul Seksaria 4. Dr. Rishabh Chand Lodha 5. Mr. Gaurav Lodha 6. Mr. Ashutosh Gupta 7. Ms. Shukla Bansal
5.	Annual General Meeting for the FY 2023-24	54th	27.06.2024	1. Mr. Hartaj Sewa Singh 2. Mr. Atul Seksaria 3. Dr. Rishabh Chand Lodha 4. Mr. Gaurav Lodha 5. Mr. Ashutosh Gupta 6. Mr. Palani Samy Kungumaraju 7. Ms. Shukla Bansal

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:

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

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

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. HartajSewa 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. HartajSewa 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

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

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:

==> picture [416 x 47] intentionally omitted <==

----- Start of picture text -----

S. DIN/PAN Director’s Name Date of Re- Status
No. Appointment/
Regularization/
Resignation
----- End of picture text -----

S. No.	DIN/PAN	Director’s Name	Date of Re- Appointment/ Regularization/ Resignation	Status

1.	00374298	Mr. Gaurav Swarup	27thJune, 2024	Re-appointment due to Retire byRotation
2.	09043439	Mr. Ashutosh Gupta	27thJune, 2024	Re-appointment due to Retire byRotation
3.	03414211	Mr. Gaurav Lodha	01stApril, 2024	Appointment as an Independent Director
			27thJune,2024	Regularization in AGM
4.	07177605	Dr. Rishabh Chand Lodha	01stApril, 2024	Appointment as an Independent Director
			27thJune, 2024	Regularization in AGM
5.	00028099	Mr. Atul Seksaria	01stApril, 2024	Appointment as an Independent Director
			27thJune,2024	Regularization in AGM
6.	00285477	Ms. Shukla Bansal	01stApril, 2024	Appointment as an Independent Director
			27thJune,2024	Regularization in AGM

Further, there were no changes taken place in KMP.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

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.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

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.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

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.

By order of the Board For Swadeshi Polytex Limited

Place: Ghaziabad Date : 23[rd] May, 2025

Sd/Sd/(Hartaj Sewa Singh) (Gaurav Lodha) Director Director (DIN: 00173286) (DIN: 03414211)

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

REPORT ON CORPORATE GOVERNANCE

ANNEXURE-A

Report on Corporate Governance pursuant to Schedule V (C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) and forming Part of the Board’s Report for the year ended March 31, 2025. The Company has complied with the corporate governance requirements specified in Regulation 17 to 27 and Regulation 46 of the Listing Regulations.

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

At Swadeshi Polytex Limited, we recognize that Good Corporate Governance is fundamental to building strong, enduring, and mutually beneficial relationships with our stakeholders including customers, suppliers, bankers, and, most importantly, our investors.

Our approach to governance is deeply rooted in our core values of quality, commitment, customer orientation , and integrity . These principles guide our decisions and actions, ensuring transparency, accountability, and long-term value creation for all stakeholders.

2. BOARD OF DIRECTORS:

As on the date of signing of this report, the Board of Directors comprises eight members, all of whom are Non-Executive Directors. Among them, four Directors are Independent, in accordance with the requirements of good corporate governance.

The Chairman of the Board is a Non-Executive Promoter Director. The Board is composed of individuals who are eminent professionals with rich experience in the fields of business, finance, and corporate management, bringing valuable insight and guidance to the company’s strategic direction.

The table below outlines the composition of the Board, their attendance at Board Meetings and the Annual General Meeting (AGM), as well as the number of directorships and positions held as chairperson or member in other public companies excluding Swadeshi Polytex Limited as on 31[st] March, 2025:

Name of the Director & Designation & Age	Composition and Category	No. of Directorship in Other Public Companies	*No. of committees of which Member(M)/ Chairman(C) in other companies	Board meeting attended	Attendance at the last AGM	No. of Shares held (As on March 31, 2025)
Mr. Gaurav Swarup Chairman, 69 Years	P r o m o t e r , Non- Executive Director	7	1 (C)/ 3 (M)	4	No	3500
Mr. Hartaj Sewa Singh Director 64 Years	Promoter, Non -Executive Director	Nil	Nil	4	Yes	2500
Mr. Ashutosh Gupta Director 54years	Promoter, Non -Executive (Nominee Director)	6	Nil	4	Yes	Nil

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

==> picture [399 x 73] intentionally omitted <==

----- Start of picture text -----

Name of the Composition No. of No. of Board Attendance No. of
Director & and Category Directorship committees meeting at the last Shares
Designation & in Other of which attended AGM held (As
Age Public Member(M)/ on March
Companies Chairman(C) 31, 2025)
in other
companies
----- End of picture text -----*

Name of the Director & Designation & Age	Composition and Category	No. of Directorship in Other Public Companies	*No. of committees of which Member(M)/ Chairman(C) in other companies	Board meeting attended	Attendance at the last AGM	No. of Shares held (As on March 31, 2025)

Mr. Palani Samy Kungumaraju Director 56years	Promoter, Non - Executive (Nominee Director)	5	Nil	3	Yes	Nil
Mr. Gaurav Lodha Director 46 Years	Independent Director	1	Nil	3	Yes	Nil
Dr. Rishabh Chand Lodha Director 68 Years	Independent Director	2	1 (C) 1 (M)	4	Yes	Nil
Mr. Atul Seksaria Director 63 Years	Independent Director	6	2 (C) 1 (M)	4	Yes	2500
Ms. Shukla Bansal Director 55 Years	Independent Director	Nil	Nil	4	Yes	Nil

Committees: Audit Committee and Stakeholder Relationship Committee

Directorship in Listed Companies:

==> picture [399 x 18] intentionally omitted <==

----- Start of picture text -----

S. No. Name of the Director Name of the Listed Entity (Directorship)
----- End of picture text -----

S. No.	Name of the Director	Name of the Listed Entity (Directorship)

1.	Mr. Gaurav Swarup	• IFGL Refractories Limited • KSB Limited • Industrial And Prudential Investment Company Limited • Avadh Sugar & Energy Limited • Graphite India Limited
2.	Mr. Atul Seksaria	• BLS International Services Limited
3.	Dr. Rishabh Chand Lodha	• Nitin Spinners Limited • Star Paper Mills Limited

Notes:

(1) Disclosure of Chairmanship & Membership includes membership of Audit and Stakeholder
Relationship Committees in other Public Limited Companies.
(2) Other directorships do not include alternate directorship, directorship of Private Limited Companies, Section 8 Companies of the Companies Act, 2013 and Foreign Companies.
(3) None of the Directors of Board is a member of more than ten Committees and no Director

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

is Chairman of more than five committees across all the public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

(4) None of the Independent Director of the Company is holding position of Independent Director in more than 7 Listed Company. Further, none of the Director of the Company serving as a WholeTime Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Company.
(5) None of the Non-executive Directors has any pecuniary relationship with the Company. The details of sitting fees, paid to Independent-director appear later under the disclosure relating to Remuneration to Directors.

Chart/Matrix Setting Out the Skills/Expertise/Competence of The Board of Directors:

A chart/ matrix setting out the core skills/ expertise/ competencies identified by the Board of Directors in the context of the Company’s businesses and sectors as required for it to function effectively and those actually available with the Board along with skills / expertise / competence, possessed by the Board members, are given as below:

==> picture [400 x 40] intentionally omitted <==

----- Start of picture text -----

Name of the Director Industry Technical Governance Behavioural
Knowledge/ Skills/ competencies competencies
experience experience
----- End of picture text -----

Name of the Director	Industry Knowledge/ experience	Technical Skills/ experience	Governance competencies	Behavioural competencies

Mr. Gaurav Swarup	Yes	Yes	Yes	Yes
Mr. Hartaj Sewa Singh	Yes	Yes	Yes	Yes
Mr. Ashutosh Gupta	Yes	Yes	Yes	Yes
Mr. Palani Samy Kungumaraju	Yes	Yes	Yes	Yes
Mr. Atul Seksaria	Yes	Yes	Yes	Yes
Mr. Gaurav Lodha	Yes	Yes	Yes	Yes
Dr. Rishabh Chand Lodha	Yes	Yes	Yes	Yes
Ms. Shukla Bansal	Yes	Yes	Yes	Yes

Details of the Directors seeking appointment / re-appointment in forthcoming Annual General Meeting

The information required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to the appointment, re-appointment, or regularization of Directors is provided in the Annexure to the Notice of the Annual General Meeting.

Information on Board of Directors and Board Meetings

The Board of Directors is the apex decision-making body constituted by the shareholders to oversee the overall governance and functioning of the Company. The Board provides strategic guidance, reviews and evaluates management policies, monitors their effectiveness, and ensures that the longterm interests of shareholders are being upheld.

In line with evolving governance practices and regulatory allowances, meetings of the Board were held through video conferencing, ensuring active participation and effective deliberation.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

The key functions performed by the Board includes:

Reviewing the minutes and recommendations of the Audit Committee and other Committees of the Board
Adopting the financial results of the Company
Reviewing the Company’s operations and performance
Ensuring statutory and regulatory compliance on a quarterly basis

The Board meets at least once in every quarter to review the financial results and performance of the Company. The interval between any two meetings did not exceeds 120 days, in compliance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

During the financial year, the Board met four (4) times on the following dates:

May 16, 2024
August 13, 2024
November 12, 2024
February 11, 2025

The Board also periodically reviews detailed reports on operations, statutory compliances, and other matters as required under Part A of Schedule II of the SEBI (LODR) Regulations, 2015, as well as relevant provisions of the Companies Act, 2013.

Relationships between Director inter-se:

None of the Directors on the Board are related to any other Director of the Company.

Confirmation in regard to Independent Directors

Based on the declaration received from the Independent Directors pursuant to Section 149(6) of the Companies Act, 2013, In the Opinion of the board, the Independent Directors fulfill the conditions specified in these regulations and are independent of the management.

Meeting of Independent Directors

Schedule IV of the Companies Act, 2013 and Secretarial Standard – 1 on meetings of the Board of Directors mandates that the Company’s independent directors meet at least once in a financial year without the presence of non-independent directors and management personnel to review the performance of Non-Independent Directors and the Board as whole.

During the Financial Year 2024-25, the Independent Directors met on March 21, 2025 and inter alia, reviewed performance of Non-Independent Directors, the board as a whole, Chairman of the Company and assessed the quality, quantity and timelines of flow of information between the Company’s Management and the Board that is necessary for the board to effectively and reasonably perform their duties.

Details of familiarization Programs

At the Board Meetings, apart from the regular agenda items, it is ensured that the Independent Directors are provided a deep and thorough insight into the business model of the Company. Familiarization Programs imparted to Independent Directors pursuant to Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is available on the website of the Company at https://www.splindia.co.in/corporate_governance.htm .

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

Committees of the Board

The Company’s governance practices ensure that the guidelines applicable to Board meetings are equally followed for all the Committee meetings. Each Committee is empowered to engage external experts, advisors, or legal counsel as deemed necessary, to effectively discharge its responsibilities.

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, the composition of the Committees of the Board is duly constituted and reconstituted from time to time, as required.

During the period under review, the composition of the Board Committees was as follows:

==> picture [416 x 47] intentionally omitted <==

----- Start of picture text -----

Name of Members Audit Stakeholders’ Nomination & CSR
Committee Relationship Remuneration Committee
Committee Committee
----- End of picture text -----

Name of Members	Audit Committee	Stakeholders’ Relationship Committee	Nomination & Remuneration Committee	CSR Committee

Mr. Hartaj Sewa Singh Non-executive Director	Yes	Yes	Yes	Yes
Mr. Atul Seksaria- Independent Director	Yes	No	Yes	No
Dr. Rishabh Chand Lodha- Independent Director	No	Yes	Yes	No
Mr. Gaurav Lodha- Independent Director	Yes	No	No	Yes
Ms. Shukla Bansal- Independent Director	No	Yes	No	Yes

3. AUDIT COMMITTEE OF BOARD:

In Conformity with the requirements of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013, as applicable, the strength of the Board as also of the Audit Committee is adequate. All the recommendations of the Audit Committee were accepted by the Board during the year.

The Audit Committee of the Company is duly constituted in compliance with the provisions of Section 177 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee comprises the following members:

Mr. Atul Seksaria- Chairman
Mr. Gaurav Lodha- Member
Mr. Hartaj Sewa Singh- Member

The Company Secretary acts as the Secretary to the Audit Committee.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

Broad Terms of Reference of the Audit Committee

The terms of reference of the Audit Committee, as mandated under the Companies Act and SEBI Listing Regulations, inter-alia, include the following:

Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
Recommending to the Board the appointment, re-appointment and, if required, the replacement or removal of the statutory auditors and the fixation of audit fees, and confirm their independence;
Approval of payment to statutory auditors for any other services rendered, if authorised by the Board;
Review with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval;
Review with the management, the quarterly financial statements before submission to the Board for approval and secure the Certificate from CEO and CFO in terms of the requirements under the Listing Regulations;
Approval or any subsequent modification of transactions of the company with related parties;
Evaluate internal financial controls and risk management systems;
To review the functioning of the Whistle Blower mechanism;
Review with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.
Any other terms of reference as may be included from time to time in the Listing Regulations.
During the financial year 2024–25, the Audit Committee met five (5) times on the following dates:
May 16, 2024
August 13, 2024
November 12, 2024
February 11, 2025
March 13, 2025

Attendance of the Members in the Audit Committee Meetings held during the year 2024-25:

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

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

4. NOMINATION & REMUNERATION COMMITTEE OF BOARD:

The Nomination & Remuneration Committee of the Board comprises the following members:

Dr Rishabh Chand Lodha - Chairman
• Mr. Atul Seksaria - Member • Mr. Hartaj Sewa Singh - Member

The Company Secretary acts as the Secretary to the Nomination & Remuneration Committee.

Broad Terms of Reference of the Nomination & Remuneration Committee

The terms of reference of Nomination & Remuneration Committee of the Company are in accordance with Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Nomination & Remuneration Committee, inter-alia:

Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;
Formulation of criteria for evaluation of performance of independent directors and the board of directors;
Devising a policy on diversity of board of directors;
Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal;
Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

During the financial year 2024–25, the Nomination & Remuneration Committee met two (2) times on the following dates:

May 16, 2024
August 11, 2024

Attendance of Members at the Committee Meetings:

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

During the year under review there was no proposal to increase the sitting fees of Independent Directors.

All pecuniary relationship or transactions of the non-executive directors vis-à-vis the listed entity

During the year, there were no pecuniary relationships or transactions between the Non-Executive Directors and the Company.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

Performance Evaluation Criteria for Directors

The Nomination and Remuneration Committee has developed a comprehensive evaluation criterion for assessing the performance of the Directors, including the Independent Directors. This evaluation is based on several parameters, including, but not limited to:

Attendance at Board and Committee meetings
Acquaintance with the business and industry
Effective communication and interaction with fellow Board members
Active participation in discussions and decision-making
Domain knowledge and expertise
Compliance with the Company’s Code of Conduct
Vision, strategic thinking, and leadership

These criteria are in line with applicable laws, regulations, and guidelines, ensuring a fair and transparent process for evaluating the performance of the Directors.

Remuneration of Directors

The Company doesn’t pay any remuneration to the Non-Executive Directors of the Company.

Sitting Fees

Sitting Fees are paid to the Independent Directors for attending the meetings of the Board of Directors and its Committees.

Remuneration Policy

The Company has adopted and implemented the Nomination and Remuneration Policy, which has been devised in accordance with Section 178(3) and (4) of the Companies Act, 2013. The policy is available on the Company’s website at www.splindia.co.in.

5. STAKEHOLDERS’ RELATIONSHIP COMMITTEE OF BOARD

The Stakeholders’ Relationship Committee (SRC) comprises the following members:

Mr. Hartaj Sewa Singh - Chairman
Dr. Rishabh Chand Lodha - Member
Ms. Shukla Bansal - Member

The Company Secretary acts as the Secretary/Compliance Officer to the Stakeholders’ Relationship Committee.

Meetings of the Stakeholders’ Relationship Committee

During the financial year 2024-25, the Stakeholders’ Relationship Committee met once (1) on February 10, 2025.

Attendance of Members at the Committee Meeting:

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

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

Details of Investors/Shareholders Complaint received during the financial year 2024-25:

The Stakeholders’ Relationship Committee is empowered to address and resolve shareholders’ and investors’ complaints. During the financial year, a total of three complaints were received, all of which were resolved satisfactorily.

As of March 31, 2025, there were no pending or unattended complaints.

6. CORPORATE SOCIAL RESPONSIBILTY (CSR) COMMITTEE :

The Corporate Social Responsibility (CSR) Committee has been constituted by the Board to oversee and provide direction for the Company’s CSR activities, in compliance with Section 135 of the Companies Act, 2013.

The CSR Committee comprises the following members:

Mr. Hartaj Sewa Singh
Mr. Gaurav Lodha
Ms. Shukla Bansal

The Company Secretary acts as the Secretary to the CSR Committee.

Meetings of the CSR Committee

During the financial year 2024-25, the CSR Committee held one (1) meeting on February 10, 2025.

7. RISK MANAGEMENT COMMITTEE

The Risk Management Committee is applicable only to the top thousand listed entities as per regulatory requirements. Since the Company is not classified under this category, the formation of a Risk Management Committee is not applicable to us.

8. SENIOR MANAGEMENT/KMP

The following persons have been designated as Key Managerial Personnels(KMP’s) 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

There were no changes to the Key Managerial Personnel during the financial year.

9. GENERAL BODY MEETINGS: ANNUAL GENERAL MEETINGS

Over the past three years, the Company has conducted its Annual General Meetings (AGMs) through Video Conferencing.

AGM held on June 27, 2024 : Four special resolutions were passed, pertaining to the appointment of Independent Directors .
Other Two AGMs : No special resolutions were passed.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

The details of the AGMs held during this period were as follows:

==> picture [399 x 21] intentionally omitted <==

----- Start of picture text -----

Year Date Time Special Resolutions passed
----- End of picture text -----

Year	Date	Time	Special Resolutions passed

2023-24	27thJune, 2024	12:00 Noon	Yes, for the appointment of Independent Directors.
2022-23	September 21, 2023	11:00 a.m.	No Special resolution passed
2021-22	September 21, 2022	11:00 a.m.	No Special resolution passed

EXTRA-ORDINARY GENERAL MEETING(EGM)

There were no extra ordinary general Meetings held during the last three years.

POSTAL BALLOT

During the financial year 2024–25, the Company did not seek any shareholder approval through the postal ballot process.

Subsidiary Companies

The Company does not have any subsidiary company.

10. MEANS OF COMMUNICATION

Quarterly results

The Company’s Quarterly / Half-Yearly / Annual Financial Results were submitted to the Stock Exchanges immediately after the conclusion of the Board meetings and were also published in any two newspapers namely, in Financial Express (English) and Jansatta (Hindi). Simultaneously, they were also posted on the Company’s website and can be accessed at http://www.splindia.co.in.

Website

In compliance with Regulation 46 of the Listing Regulations, a separate dedicated section under` ‘Investors’ on the Company’s website (www.splindia.co.in) gives information on various announcements made by the Company, Annual Report, Quarterly/Half yearly/ Nine-months and Annual financial results along with the applicable policies of the Company.

Annual Report

The Annual Report containing, inter alia , Audited Financial Statements, Board’s Report, Auditors’ Report and other important information is circulated to members and others entitled thereto. The Management’s Discussion and Analysis Report forms a part of the Annual Report. The Company’s Annual Report is also available in download able form on the Company’s website and can be accessed at https://www.splindia.co.in/agm.htm.

BSE Corporate Compliance & Listing Centre (“Listing Centre”)

The BSE Listing Centre is a web-based platform developed for corporates to facilitate electronic submission of periodical compliance filings, including shareholding patterns, corporate governance reports, media releases, and statements of investor complaints, among others

SEBI Complaints Redress System (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are: centralized database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

11. GENERAL SHAREHOLDER INFORMATION

Company Registration Details

The Company is registered in the State of Uttar Pradesh, India. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L25209UP1970PLC003320.

Annual General Meeting

The Company will be holding its 55[th] Annual General Meeting as follows:

Day & Date	:	03rdJuly, 2025
Time	:	12:00 Noon
Venue	:	Through Video Conferencing as per MCA circular
Book Closure	:	June 26, 2025 to July 3, 2025

Financial Year

Starting on 1[st ] April and ending on 31[st ] March every year.

Dividend Payment Date

Company has not proposed or declared any dividend, therefore dividend payment date is not applicable.

Listing on Stock Exchange:

Name of the Stock Exchange: BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

Tel.:+91 22-22721233/4 | Fax :+91 22-22721919

Stock Code of the Company

ISIN : INE243N01029 Scrip Name : Swadeshi Polytex Limited Security Code : 503816 Type of Shares : Equity Shares No. of paid up shares : 3,90,00,000

Payment of Listing Fees

The Company’s equity shares continue to be listed on BSE Limited. The Company confirms that the Annual Listing Fee for the financial year 2024–25 has been duly paid to BSE Limited.

Financial Calendar (Tentative)

Financial Calendar (Tentative)
Financial Reporting for the Quarter ended June 30, 2025	:	Within 45 days from end of quarter
Financial Reporting for the Quarter ended September 30, 2025	:	Within 45 days from end of quarter
Financial Reporting for the Quarter ended December 31, 2025	:	Within 45 days from end of quarter
Financial Reporting for the Quarter/year ended March 31, 2026	:	Within 60 days from end of quarter

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

Registrar and Share Transfer Agent

RCMC SHARE REGISTRY PRIVATE LIMITED

B-25/1, First Floor, Okhla Industrial Area, Phase – 2, Near Rana Motors, New Delhi – 110 020

Tel.: 011-26387320, 26387321

E-mail: [email protected]

Website: www.rcmcdelhi.com

Share Transfer System

As Per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI’LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not be processed from April 01, 2019 unless the securities are held in dematerialized form with the depositories. Therefore, Shareholders are requested to take action to dematerialize the Equity Shares of the Company, promptly.

The Company has obtained certificates from Company Secretary in Practice for compliance of share transfer formalities as per the requirement of Regulation 40(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company also obtains reconciliation report from Practicing Company Secretary on quarterly basis. The audit has confirmed that the total issued / paid-up capital is in agreement with the aggregate total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

Distribution of Shareholding as on March 31, 2025

a. Distribution of equity shareholding as on March 31, 2025:

==> picture [371 x 34] intentionally omitted <==

----- Start of picture text -----

Range No. of %of Total Shares in % of Shares
(No. of Shares) Shareholders Shareholders The range
----- End of picture text -----

Range (No. of Shares)	No. of Shareholders	%of Shareholders	Total Shares in The range	% of Shares

Up to 500	17,991	82.622	29,71,471	7.619
501 to 1000	2,337	10.732	20,86,576	5.350
1001 to 2000	827	3.798	13,61,976	3.492
2001 to 3000	254	1.166	6,74,728	1.730
3001 to 4000	107	0.491	3,98,660	1.022
4001 to 5000	108	0.496	5,22,600	1.340
5001 to 10000	91	0.418	7,01,694	1.799
10001 to 50000	53	0.243	11,13,488	2.855
50001 to 100000	1	0.005	52500	0.135
And Above	6	0.028	2,91,16,307	74.657
Total	21,775	100.00	3,90,00,000	100.00

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

b. Categories of equity shareholding as on March 31, 2025:

==> picture [382 x 36] intentionally omitted <==

----- Start of picture text -----

Category Number of equity Percentage of
shares held holding (%)
----- End of picture text -----

Category	Number of equity shares held	Percentage of holding (%)

Promoters	2,65,52,047	68.08
Directors	8,500	0.02
Banks	21,250	0.05
Indian Public and others	94,46,254	24.22
Corporate Bodies	28,14,836	7.23
NRI	157,113	0.40
Total	3,90,00,000	100.00

c. Top ten equity shareholders other than promoter of the Company as on March 31, 2025:

==> picture [381 x 37] intentionally omitted <==

----- Start of picture text -----

Sr. Name of the Shareholder Number of equity Percentage of
No. Shares held holding (%)
----- End of picture text -----

Sr. No.	Name of the Shareholder	Number of equity Shares held	Percentage of holding (%)

1	MKJ Enterprises Limited	17,97,510	4.609
2	Melvin Powel Vanaspati & Engg. Industries Ltd	8,24,250	2.113
3	Dwarkadas Shrinivas Morarka	50,000	0.128
4	Jamuna Devi Jaipuria	50,000	0.128
5	Suman Bachhawat	50,000	0.128
6	M/s Liberty Silk Mills Pvt Ltd	50,000	.0128
7	Jugal Kishore Bhagat	38,000	0.097
8	Akshay Bachhawat	35,616	0.091
9	Laxshman Anand	35,000	0.090
10	B R Nahar & Sons HUF	31,000	0.079

Dematerialization of Shares and Liquidity

The Company’s shares are compulsorily traded in dematerialized mode. As on March 31, 2025, 83.48% shares were held in dematerialized form and balance 16.52% shares were held in physical form. Those shareholders whose shares are held in physical form are requested to dematerialize the same at the earliest in their own interest. The demat security code (ISIN)for the equity shares is INE243N01029 .

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

As on March 31, 2025, the break-up of share capital of the capital of the Company held in dematerialized and Physical form is as under:

==> picture [382 x 37] intentionally omitted <==

----- Start of picture text -----

Mode No. of Equity % of total
Shares Shares
----- End of picture text -----

Mode	No. of Equity Shares	% of total Shares

Demat Shares with NSDL	3,04,61,599	78.11
Demat Shares with CDSL	20,947,51	5.37
Physical Shares	64,43,650	16.52
Total	3,90,00,000	100.00

Outstanding GDRS/ADRS/Warrants/Any Other Convertible Instruments, Conversion date and likely impact on equity

The Company clarifies that it has not issued any Global Depository Receipts (GDRs), American Depository Receipts (ADRs), warrants, or convertible instruments at any point of time. Therefore, as of March 31, 2025, the Company does not have any outstanding securities of this nature.

Plant Location

The Company is engaged in Real Estate business activities and does not operate any manufacturing plant.

Address for Correspondence

For any queries relating to the shares of the Company, correspondence may be addressed to the Company’s RTA at:

RCMC SHARE REGISTRY PRIVATE LIMITED

B-25/1, First Floor, Okhla Industrial Area, Phase – 2, Near Rana Motors, New Delhi – 110 020

Tel.: 011-26387320,26387321

E-mail: [email protected]

Website: www.rcmcdelhi.com

The documents will also be accepted at the Registered Office of the Company:

Swadeshi Polytex Limited

KJ-77, J-Block, Kavi Nagar, Ghaziabad-201002 (U.P.) Tele/Fax: +91-120-2701472, Email: [email protected],

Website: www.splindia.co.in, CIN: L25209UP1970PLC003320

Shareholders are requested to mention their Folio Number/DPID & Client ID, email address, telephone number, and complete postal address when corresponding with the Company or its Registrar and Transfer Agent (RTA).

Credit Ratings:

The Company confirms that it did not seek or obtain any credit ratings during the financial year 2024–25.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

Investor Helpdesk

Shareholders and investors are encouraged to direct their queries via email to the Company at [email protected] . This dedicated email address is also available on the Company’s website, www.splindia.co.in , under the ‘Investors’ section.

Compliance Officer

The Company has appointed Ms. Anuradha Sharma as its Compliance Officer. Any correspondence with the Compliance Officer can be directed to [email protected].

Change in Shareholders Details

For shareholders holding shares in dematerialized form (i.e., in electronic mode), any communication regarding changes to address, bank account details, nomination, dematerialization of share certificates, or other inquiries should be addressed to the respective Depository Participant (DP) where the shareholder’s Demat Account is held, quoting the Client ID number.

For shareholders with physical holdings, any requests for updating details should be sent to the Company’s Registrar & Share Transfer Agent, RCMC Share Registry Private Limited, at the address provided above.

Nomination Facility

Individual shareholders holding shares either singly or jointly in physical form are entitled to nominate a person to whom the shares will be transferred in the event of the shareholder’s death. Nomination facilities for shares held in electronic form are also available with Depository Participants in accordance with the bye-laws and business rules applicable to NSDL or CDSL. Nomination forms can be obtained from the Company’s Registrar and Share Transfer Agent (RTA).

Service of documents through electronic mode

In line with the Green Initiative, shareholders who wish to receive notices and documents via email are requested to provide their email addresses to the Company’s Registrar and Share Transfer Agent, RCMC Share Registry Private Limited , or directly to the Company by submitting a written request.

Proceeds from Public Issue/ Rights Issue/Preferential Issue/Warrant Conversion

The Company has not raised any funds during the year through a Public Issue, Rights Issue, Preferential Issue, or Warrant Conversion.

Details of Dividend

The Company has not declared any dividend during the year.

Details of Unpaid Dividend

As no dividends have been paid by the Company in previous years, there are no outstanding or unpaid dividend amounts.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

12. OTHER DISCLOSURES

Related Party Transaction

All related party transactions as per AS-18, that occurred during the year have been disclosed in Note No. 40 of the financial statements, in compliance with the requirements of “Ind AS 24 - Related Party Disclosures” issued by the Institute of Chartered Accountants of India (ICAI).

The Board of Directors has approved a policy for related party transactions, which is available on the Company’s website at the following link: https://www.splindia.co.in/corporate_governance.htm.

Business Risk Evaluation and Management

Business risk evaluation and management remain ongoing processes within the Company. During the period under review, a comprehensive assessment of business risks was conducted, encompassing all operational aspects.

Certificate from Company Secretary in Practice

A certificate has been obtained from the Company Secretary in Practice, M/s. Shruti Singhal & Associates , confirming that none of the directors on the Board have been debarred or disqualified from being appointed or continuing as directors by the Board, the Ministry of Corporate Affairs, or any Annexure-1 . other statutory authority. This certificate is attached to this report as

Details of Non-Compliance by the Company, Penalties, and Strictures Imposed on the Company by Stock Exchange or SEBI, or any Statutory Authority, on any matter related to Capital Markets during the last three years.

In accordance with SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, which outlines penal actions for non-compliance under SEBI’s Listing Obligations and Disclosure Requirements Regulations, 2015. Specifically, the Company has not adhered to regulations related to the disclosure of related party transactions (Regulation 23(9)).

As of July 15, 2024, an outstanding fine of ₹354,000, including GST, remains unpaid. Due to noncompliance, SEBI’s prescribed penalty actions are being enforced.

However, the Company has filed a waiver/appeal letter explaining that it did not file the disclosure because it did not believe the transactions fell under the scope of Related Party Transactions as per Section 188 of the Companies Act, 2013, and Accounting Standard-18.

The Company clarified that the non-disclosure was an inadvertent oversight and not due to any malicious intent. It emphasized that all related party transactions were disclosed in the balance sheet under Note No. 39 and filed with both the Ministry of Corporate Affairs and the BSE. The Company also requested a waiver of the fine, highlighting that this was the first instance of such an oversight in its long history of compliance. Corrective measures were taken by filing the related party disclosure with BSE on July 23, 2024. The waiver application is still pending with BSE.

The Company assured that all future filings would be made on time and requested the exchange to consider waiving the penalty due to the non-intentional nature of the error.

Establishment of Vigil/Whistle Blower Mechanism

The Company has established a Vigil mechanism that allows directors and employees to report concerns about unethical conduct, fraud, or violations of the Company’s Code of Conduct. This mechanism includes adequate safeguards against the victimization of employees who use it and provides direct access to the Chairperson of the Audit Committee in exceptional cases.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

The Vigil Mechanism / Whistle Blower Policy are available on the Company’s website. No personnel have been denied access to the Audit Committee regarding these matters.

Adoption of Mandatory and Non-Mandatory requirements

The Company has complied with all mandatory requirements of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Weblink of Policy for determining ‘material’ subsidiaries and related party transactions

The Company does not have any subsidiaries. However, the weblink to the policy governing related party transactions can be accessed at https://www.splindia.co.in/corporate_governance.html.

Commodity price risk or foreign exchange risk and hedging activities.

The Company does not engage in commodity trading. Therefore, the disclosure requirements under the SEBI Circular dated November 15, 2018, are not applicable.

Details of preferential allotment or qualified institutional placement as specified under Regulation 32 (7A) of the Listing Regulations

The Company has not raised any funds through preferential allotment or qualified institutional placement during the financial year under review.

Recommendations of Committees of the Board

During the financial year under review, there were no instances where the Board did not accept the recommendations made by any of the committees of the Board.

Total Fees paid to Statutory Auditors of the Company

The Company paid a total of Rs. 8,26,000/- (Rupees Eight Lakh Twenty-Six Thousand) for the financial year 2024–25 to the statutory auditors for all services, including statutory audit fees, professional fees for limited review (LR), taxation fees, and tax audit fees. The Company does not have any subsidiaries.

Disclosure relating to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has established an effective mechanism for addressing complaints related to sexual harassment in the workplace. The details of the complaints received and resolved during the financial year 2024-25 are as follows:

==> picture [399 x 37] intentionally omitted <==

----- Start of picture text -----

Sr. No. Particulars No. of Complaints
1. NIL
Number of complaints filed during the financial year:
----- End of picture text -----

1.	Number of complaints fled during the fnancial year:	NIL
2.	Number of complaints disposed of during the fnancial year:	NIL
3.	Number of complaints pending as on end of the fnancial year:	NIL

Risk Management

The Company has established a formal Risk Management Framework to assess and minimize risks, ensuring the smooth operation and effective management control of the business. The Audit Committee is responsible for reviewing the adequacy of the Company’s risk management framework, identifying key business risks, and evaluating the steps taken to mitigate these risks.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

Code of Conduct for Prohibition of Insider Trading

The Company has implemented a Code of Conduct for Prohibition of Insider Trading, in compliance with the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018. This includes policies and procedures for conducting inquiries in the event of the leak or suspected leak of Unpublished Price Sensitive Information (UPSI). The full details are available on our website at https://www. splindia.co.in/corporate_governance.html.

SEBI Complaints Redress System (SCORES)

SEBI administers a centralized web-based complaints redress system (SCORES). It enables investors to lodge and follow up complaints and track the status of redressal online on the website www .scores. gov.in . It also enables the market intermediaries and listed companies to receive the complaints from investors against them, redress such complaints and report redressal. All the activities starting from lodging of a complaint till its disposal are carried online in an automated environment and the status of every complaint can be viewed online at any time. The Company has registered itself on SCORES and endeavors to resolve all investor complaints received through SCORES. There was no unattended or pending investor grievance as on March 31, 2025. Details of Investor Complaints Received and redressed during the year 2024-25 are as follows:

Opening Balance	Received during theyear	Resolved during theyear	Closing Balance
0	1	1	0

CEO and CFO Certification

The CEO & Managing Director, along with the Chief Financial Officer, provide an annual certification on financial reporting and internal controls to the Board, in accordance with Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Additionally, the CEO & Managing Director and the Chief Financial Officer submit a quarterly certification on financial results when presenting the financial statements to the Board, as per Regulation 33(2) of the Listing Regulations. The annual certification provided by the CEO & Annexure-2 . Managing Director and the Chief Financial Officer is included in this Report as

Compliance Certificate from the Practicing Company Secretary

As required by Schedule V (E) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Practicing Company Secretary’s certificate on Corporate Governance is annexed to this report.

Website

The Company ensures dissemination of applicable information under Regulation 46(2) of the Listing Regulations on the Company’s website (www.splindia.co.in). A separate section on ‘Investors’ on the website contains details relating to the financial results declared by the Company, annual reports, Corporate Governance Report, press releases, shareholding patterns and such other material information which is relevant to shareholders.

By order of the Board For Swadeshi Polytex Limited

Place: Ghaziabad Date: 23[rd] May, 2025

Sd/Sd/(Hartaj Sewa Singh) (Gaurav Lodha) Director Director (DIN: 00173286) (DIN: 03414211)

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

Annexure-1

Certifcate on Non -disqualifcation of Directors

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (listing obligations and Requirements) Regulations, 2015)

To,

Swadeshi Polytex Limited

Registered Office: KJ-77, J Block, Kavi Nagar, Ghaziabad, Uttar Pradesh-201002

I have examined the relevant registers, records, forms, returns, and disclosures received from the Directors of Swadeshi Polytex Limited (CIN: L25209UP1970PLC003320), having its registered office at KJ-77, J Block, Kavi Nagar, Ghaziabad, Uttar Pradesh, India, 201002 (hereinafter referred to as “the Company”), presented to me by the Company for the purpose of issuing this certificate, in accordance with Regulation 34(3) read with Schedule V, Para C, Clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In my opinion, and based on the verification (including the Director Identification Number (DIN) status at the portal www.mca.gov.in) and the explanations provided to me by the Company and its officers, I hereby certify that, to the best of my knowledge and information, none of the Directors on the Board of the Company, as listed below, for the financial year ended on 31[st] March, 2025, have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, the Ministry of Corporate Affairs, or any other statutory authority:

==> picture [416 x 16] intentionally omitted <==

----- Start of picture text -----

Sr. No. Name of Director DIN Date of Appointment
----- End of picture text -----

Sr. No.	Name of Director	DIN	Date of Appointment

1.	Mr. Gaurav Swarup	00374298	30.05.1988
2.	Mr. HartajSewa Singh	00173286	26.09.2003
3.	Dr. Rishabh Chand Lodha	07177605	01.04.2024
4.	Mr. Gaurav Lodha	03414211	01.04.2024
5.	Mr. Atul Seksaria	00028099	01.04.2024
6.	Ms. Shukla Bansal	00285477	01.04.2024
7.	Mr. Ashutosh Gupta	09043439	12.02.2015
8.	Mr. Palani SamyKungumaraju	10164262	18.04.2023

It is the responsibility of the Company’s management to ensure the eligibility of each Director for appointment and continuity on the Board. My responsibility is to provide an opinion based on the verification conducted. This certificate does not provide assurance regarding the future viability of the Company or the efficiency and effectiveness with which the management has conducted the affairs of the Company.

For Shruti Singhal & Associates Company Secretaries

Sd/Shruti Garg Company Secretaries Proprietor C.P. No. 22138 Date: 12.05.2025 Place: Ghaziabad Peer Review No.-5223/2023 UDIN: A057010G000322506

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER CERTIFICATION

Annexure-2

(Pursuant to Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

We, Mr. Bhuwan Chaturvedi , Chief Executive Officer and Mr. Ankit Garg, Chief Financial Officer of Swadeshi Polytex Limited, to the best of our knowledge and belief, certify that :

We have reviewed the Financial Statements and Cash Flow Statement for the year ended March 31, 2025 and that to the best of our knowledge and belief :
a. These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
b. These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.
We also certify that based on our knowledge and information provided to us, there are no transactions entered into by the Company during the year which are fraudulent, illegal or violate the Company’s code of conduct.
We accept the responsibilities for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps taken or propose to take to rectify these deficiencies.
We have indicated to the Auditors and the Audit Committee :
a. There have been no significant changes in internal control system during the year;
b. There are no significant changes in Accounting Policies during the year.
c. There have been no instances of significant fraud of which we have become aware, involving management or an employee having a significant role in the Company’s internal control system.

Date	May 13, 2025	Sd/- Bhuwan Chaturvedi	Sd/- Ankit Garg
Place	Ghaziabad	CEO	Chief Financial Offcer

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

ANNEXURE-B

CERTIFICATE ON CORPORATE GOVERNANCE

(Pursuant to Schedule V (E) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,

Swadeshi Polytex Limited

Reg. Office: KJ-77, J- Block, Kavi Nagar,

Ghaziabad- 201002

I, Shruti Garg, Practicing Company Secretary, have examined the compliance with the conditions of Corporate Governance by the Company for the year ended March 31, 2025, as stipulated under Regulation 17 to 27, Clause (b) to (i) of Regulation 46(2), and Paragraphs C and D of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’).

The responsibility for ensuring compliance with the conditions of Corporate Governance lies with the management. My examination was limited to reviewing the procedures and their implementation as adopted by the Company to ensure compliance with these conditions. It does not constitute an audit nor an expression of opinion on the financial statements of the Company.

In my opinion, and to the best of my knowledge and belief, based on the information and explanations provided to me and the representations made by the Directors and the management, and considering the relaxations granted by the Ministry of Corporate Affairs and the Securities and Exchange Board of India, I hereby certify that the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations for the year ended March 31, 2025, except as stated below:

BSE Limited (“BSE”), vide its email dated July 15, 2024, levied a penalty of ₹3,54,000/- on the Company for non-compliance with the provisions of Regulation 23(9) of the SEBI Listing Regulations, relating to the disclosure of related party transactions on a consolidated basis for the half-year ended March 31, 2024.

In response, the Company, through its email dated July 29, 2024, submitted an appropriate reply to BSE and requested a waiver of the penalty. The Company also deposited the waiver request fee of ₹ 11,800/on the same date. The waiver request is currently under review by the Listing Operations Team of BSE.

I further state that such compliance is neither an assurance of the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Shruti Singhal & Associates Company Secretaries

Sd/Shruti Garg Proprietor C.P. No. 22138 Date: 12[th] May, 2025 Place: Ghaziabad Peer Review No.-5223/2023 UDIN: A057010G000322616

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

ANNEXURE-C

INFORMATION PURSUANT TO SECTION 197 OF THE ACT READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

1. Ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year: Not applicable - The Company is not paying remuneration to any Director.

2. The percentage increase in remuneration of each Director, Chief Financial Officer, Chief 10% Increase

Executive Officer, Company Secretary or Manager, if any, in the financial year: in the remuneration of CFO & CS of the Company during the Financial Year 2024-25. After that no increase made during the year.

Not
3. The percentage increase in the median remuneration of employees in the financial year: applicable.

4. Number of permanent employees on the rolls of the Company: Nil

5. Average percentile increases already made in the salaries of employees’ other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Not Applicable

It is
6. Affirmation that the remuneration is as per the remuneration policy of the company: hereby affirmed that the remuneration paid to Key Managerial Personnel are as per the Nomination and Remuneration Policy of the Company.

7. Statement pursuant to Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: Not applicable.

By order of the Board For Swadeshi Polytex Limited

Place: Ghaziabad Date: 23[rd] May, 2025

Sd/Sd/(Hartaj Sewa Singh) (Gaurav Lodha) Director Director (DIN: 00173286) (DIN: 03414211)

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

ANNEXURE-D

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

1. Brief outline on CSR Policy of the Company:

It is pertinent that business enterprises are economic organs of society and draw on societal resources; we at the company believe that a company’s performance must be measured by its Triple Bottom Line contribution to building economic, social and environmental capital towards enhancing societal sustainability.

The Company aims to carry out charitable objects and purposes wide enough for the extension of benefit thereof to all, irrespective of class, creed and relief of poor, education, medical relief and advancement of any object of general and/or public utility. Such Corporate Social Responsibility (CSR) projects are far more replicable, scalable and sustainable, with a significant multiplier impact on sustainable livelihood creation and working for a cause of humanity.

2. Composition of CSR Committee as on March 31, 2025:

S. No.	Name of Director	Designation/Nature of Directorship	Number of meetings of CSR Committee held during FY 2024-25	Number of meetings attended
1	Mr. Hartaj Sewa Singh	Chairman, Non- Executive Director	1	1
2	Mr. Gaurav Lodha	Member, Independent Director	1	1
3	Ms. Shukla Bansal	Member, Independent Director	1	1

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on the website of the company: https://www.splindia.co.in/ corporate_governance.html

4. Provide the details of Impact assessment of CSR projects carried out in pursuance of subrule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report): Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: Not Applicable

6. Average net profit of the company as per section 135(5): Rs. 58,98,20,661/-

7. (a) Two percent of average net profit of the company as per section 135(5): Rs. 1,17,96,413/(Rounding off to Rs. 1.18 Crore)

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Rs. 65,393/-
(c) Amount required to be set off for the financial year, if any: Rs. 65,393/-
(d) Total CSR obligation for the financial year (7a+7b-7c): Rs. 1,17,31,020/-

8. (a) CSR amount spent or unspent for the Financial Year:

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

Total amount spent for the Financial Year (in Rs.)	Total amount spent for the Financial Year (in Rs.)	Amount Unspent(in Rs.)	Amount Unspent(in Rs.)	Amount Unspent(in Rs.)	Amount Unspent(in Rs.)	Amount Unspent(in Rs.)	Amount Unspent(in Rs.)
		Total Amount transferred to Unspent CSR Account as per section 135(6).		Amount transferred to any fund specifed under Schedule VII as per second proviso to section 135(5)
		Amount	Date of transfer	Name of the Fund	Amount		Date of transfer
Rs.76,700/-(during the FY 24-25) Advance to party Rs.18,26,050/-(during the FY 24-25) Advance to party Rs. 18,26,050/-(after the FY 24-25)		Rs. 83,00,000/-	30.04.2025	NIL
Details of CSR amount spent against ongoing projects for FY 2025: Rs.37,28,800/- Details of CSR amount spent against other than ongoing projects for FY 2025:NA Amount spent in Administrative Overheads:Nil Amount spent on Impact Assessment, if applicable:Not Applicable Total amount spent for the Financial Year (8b+8c+8d+8e):Rs. 37,28,800/- Excess amount for set off, if any:
S. No.	Particular					Amount (in Rs.)
(i)	Two percent of average net proft of the company as per section 135(5)					1,17,96,413/-
(ii)	Total amount spent for the Financial Year					37,28,800/-
(iii)	Excess amount spent for the Financial Year [(ii)-(i)]					-80,67,613/-
(iv)	Surplus arising out of the CSR projects or programmes or activities of the previous fnancial years, if any					Nil
(v)	Amount available for set off in succeeding fnancial years[(iii)-(iv)]					Nil

(b) Details of CSR amount spent against ongoing projects for FY 2025: Rs. 37,28,800/-
(c) Details of CSR amount spent against other than ongoing projects for FY 2025: NA
(d) Amount spent in Administrative Overheads: Nil
(e) Amount spent on Impact Assessment, if applicable: Not Applicable
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): Rs. 37,28,800/-
(g) Excess amount for set off, if any:

9. (a) Details of Unspent CSR amount for the preceding three financial years: Rs. Nil

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Not Applicable

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year: Not Applicable

11. Specify the reason(s), if the company has failed to spend two percent of the average net profit as per section 135(5): Company has decided to spend on ongoing project, there is unspent amount which will be spent in prescribed framework.

By order of the Board For Swadeshi Polytex Limited

Place: Ghaziabad Date: 23[rd] May, 2025

Sd/Sd/(Hartaj Sewa Singh) (Gaurav Lodha) Chairperson – CSR Committee Director (DIN: 00173286) (DIN: 03414211)

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

ANNEXURE-E

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31[ST] MARCH, 2025

[Pursuant to section 204(1) of the Companies Act, 2013 read with Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015]

The Members

Swadeshi Polytex Limited

(CIN: L25209UP1970PLC003320) KJ-77, J - Block

Kavi Nagar,

Ghaziabad – 201002 (U. P.)

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Swadeshi Polytex Limited (hereinafter called “the Company ”). The secretarial audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the Swadeshi Polytex Limited’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorised representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on March 31, 2025 complied with the statutory provisions listed hereunder and also that the company has proper Board - Processes and Compliance – Mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:-

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Swadeshi Polytex Limited (“the Company”) for the financial year ended on 31[st] March, 2025 according to the provisions of :–

(i) The Companies Act, 2013 (“the Act”) and rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘ SCRA’ ) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and bye - laws framed thereunder;
(iv) The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment, and External Commercial Borrowings; the provisions of the Overseas Direct Investment, and External Commercial Borrowings wherever applicable;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ( ‘SEBI Act’ ) :-
(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not applicable during the audit period) ;

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(d) Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 (Not applicable during the Audit Period);
(e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (Not applicable during the audit period) ;
(f) Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations, 2021; (Not applicable during the Audit Period);
(g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(h) Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (‘Delisting Regulations’) (Not applicable during the Audit Period);
(i) Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding Companies Act and dealing with client to the extent of securities issued (Not applicable during the Audit Period);
(j) Securities and Exchange Board of India (Settlement Proceedings) Regulations, 2018 (Not applicable during the Audit Period);
(k) Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 (to the extent applicable);
(l) Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009 ; and
(vi) Indian Contract Act, 1872;
(vii) Indian Stamp Act, 1899;

(viii) Contract Labour (Regulation and Abolition) Act, 1970;

(ix) Water (Prevention and Control of Pollution) Act, 1974 and Rules;

I have also examined the compliance with respect to the applicable clauses of the following:-

(i) Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India;
(ii) The Uniform Listing Agreement entered into by the Company with the BSE Limited, Mumbai.

During the period under review, the company has complied with the provisions of the Act, Rules, Regulations, guidelines, standards etc. mentioned above except as mentioned below :-

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 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.11800/- on 29.07.2024. The same is pending with Listing Operation Team.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

I FURTHER REPORT THAT the compliance by the Company of applicable fiscal laws, such as direct and indirect laws, has not been reviewed in this audit since the same have been subject to review by the statutory auditors.

I FURTHER REPORT THAT:-

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and a woman Director. The changes in the composition of the Board of Directors, if any, that took place during the period under review were carried out in compliance with the provisions of the Act;
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting; and
Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

I FURTHER REPORT THAT there are adequate compliance systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, there were no instances of :-

(i) Public / Rights / Preferential Issue of Shares / Debenture / Sweat Equity;
(ii) Redemption / Buy-back of Securities;
(iii) Major decisions taken by the members in pursuant to section 180 of the Companies Act, 2013;
(iv) Merger / Amalgamation / Reconstruction etc.;
(v) Foreign Technical Collaborations.

Name : Sd/CS BALDEV SINGH KASHTWAL FCS No. : 3616 C P No. : 3169

ICSI – UDIN : F003616G000376670 ICSI - Peer Review Certificate Number : 1205/2021 ICSI - Unique Identification Number : I1999DE144000

Date: May 19, 2025

Place: Delhi

Note: This Report is to be read with my letter of even date which is annexed as an “Annexure-A” and forms an integral part of this Report.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

“Annexure-A”

To, The Members Swadeshi Polytex Limited (CIN: L25209UP1970PLC003320) KJ-77, J-Block, Kavi Nagar, Ghaziabad – 201002 (U. P.)

Re : Secretarial Audit Report for the Financial Year ended 31[st] March, 2025 of even date is to be read along with this letter

I report that :-

a) Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.
b) I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification of the scanned copies of the records was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.
c) I have not verified the correctness and appropriateness of the financial statements of the Company.
d) I have obtained the management representation about the compliance of laws, rules and regulations, wherever required.
e) The compliance of the provisions of the corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. My examination was limited to the verification of procedures on a random test basis.
f) The Secretarial Audit Report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Name : Sd/CS BALDEV SINGH KASHTWAL FCS No. : 3616 C P No. : 3169 ICSI – UDIN : F003616G000376670

ICSI - Peer Review Certificate Number : 1205/2021 ICSI - Unique Identification Code : I1999DE144000

Date : May 19, 2025

Place : Delhi

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

ANNEXURE-F

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(3) and Para B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the amendments thereof, details of the Management discussion and analysis are given below:

ECONOMIC REVIEW

Indian Economic Scenario

The Indian economy continued to demonstrate resilient performance amid global uncertainties. The Reserve Bank of India (RBI) projects India to remain one of the fastest-growing major economies in FY 2024-25, driven by robust macroeconomic fundamentals and sustained domestic demand.

Industry Review

The Indian real estate sector has experienced significant growth, driven by rising demand in both office and residential segments. Various initiatives by the Central and State Governments have further supported development in the sector.

The commercial real estate segment maintained strong performance and momentum during the financial year despite macroeconomic challenges. The office space segment showed resilience, with a gradual recovery and improvement in occupancy levels, supported by return-to-office policies. Meanwhile, the retail segment recorded robust growth, fueled by increased consumer spending and higher footfalls.

OPPORTUNITIES, THREATS, RISK AND CONCERNS

As India anticipates the acceleration of policy reforms, the Company remains optimistic about sustained demand for real estate in the medium to long term. The Company’s strategically located projects, robust balance sheet, and consistent financial performance—even during challenging times—position it as a preferred choice among customers and shareholders alike.

BUSINESS OUTLOOK AND OVERVIEW

The Company entered the real estate sector in 2011 and is currently in the process of selling its real estate assets. The proceeds from these sales are intended to be utilized for exploring opportunities in high-growth areas and new industries, in line with the Company’s strategic diversification and expansion plans.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT

The Human Resources (HR) function plays a key role in aligning human capital development with the Company’s strategic objectives. As the Company evaluates and finalizes its future focus areas, it plans to build its human resources accordingly. Industrial relations remain cordial, with no active workforce currently employed due to the cessation of production activities.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established a robust and adequate internal control system to safeguard its assets and ensure protection against any potential losses. All transactions are duly authorized and accurately recorded. The internal controls also ensure that information provided to management is reliable and timely, and that the Company remains fully compliant with all applicable statutory requirements.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

The Company has an effective internal financial control system in place, appropriate to its size and business operations. This system ensures accurate and timely financial reporting in line with applicable accounting standards, safeguards assets from unauthorized use or disposal, and ensures compliance with all relevant regulatory laws and Company policies.

Internal Auditors regularly assess the effectiveness of these controls, and recommended improvements are implemented as needed. The Audit Committee of the Board also reviews internal audit reports to ensure continued robustness of the control framework.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE AND SEGMENT–

WISE OR PRODUCT-WISE PERFORMANCE

The Company has only one segment i.e., Real Estate. The Company’s revenue from operations decreased to Rs. 40 Lakhs for the financial year 2024-25, as compared to Rs. 9,925.65 Lakhs in the previous year. The Company continued its focus on core business activity in Real Estate. The key revenue streams for the Company include sale of lease plot land. The Company continues to maintain its conservative financial profile and funds its requirements largely through internal cash generation.

CAUTIONARY STATEMENT

Statements in the Management’s Discussion and analysis report describing the Company’s objectives, estimates, expectations or predictions may be ‘forward-looking statements’ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company’s operations include demand supply conditions, change in Government regulations, tax regimes, economic developments within the country and other statutes and incidental factors.

By order of the Board For Swadeshi Polytex Limited

Sd/Sd/(Hartaj Sewa Singh) (Gaurav Lodha) Place: Ghaziabad Director Director Date: 23[rd] May, 2025 (DIN: 00173286) (DIN: 03414211)

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

INDEPENDENT AUDITOR’S REPORT

The Members of Swadeshi Polytex Limited Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of Swadeshi Polytex Limited (‘the Company’) which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date, and Notes to financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as the “financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (the “Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025 and its Profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (“SA”s) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

==> picture [415 x 16] intentionally omitted <==

----- Start of picture text -----

S. No Key Audit Matter Auditor’s Response
----- End of picture text -----

S. No	Key Audit Matter	Auditor’s Response

1	Refund claims related to discontinued operations	Our Principal Audit Procedures included : We read and evaluated the accounting policies and disclosures made in the fnancial statements with respect to refund claims. We obtained list of claims fled by the Company with various forums and understood the process of recognition of income arising out of the said claims. We have read the Orders passed by the Judicial Authorities and appeals fled by the concerned Departments and the Company and understood the process of determination of point of time for identifcation and recognition of income. We have read the minutes of meetings of Audit committee and the Board of Directors of the Company related to noting of status of outstandingclaims.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Board’s Report including Annexures to Board’s The other information Report but does not include the financial statements and our auditor’s report thereon. is expected to be made available to us after the date of this auditor’s report. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. When we read other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those with governance.

Responsibilities of Management and Board of Directors’ for the Financial Statements

The Company’s Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including Ind AS specified under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors of the Company is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.
Conclude on the appropriateness of Management and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal financial controls that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to information and explanations given to us, we give in “ Annexure A ” a statement on the matters specified in paragraphs 3 and 4 of the Order.
As required by Section 143(3) of the Act, based on our audit we report that:

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid Financial Statements.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in paragraph 2(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account.
d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under section 133 of the Act.
e) On the basis of the written representations received from the directors of the Company as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B” to this report wherein we have expressed an unmodified opinion.
g) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(b) above on reporting under section 143(3)(b) of the Act and paragraph 2(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
h) With respect to the other matter to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended, we report that the Company had not paid remuneration to its directors during the current year.
i) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the information and explanations given to us:
i. The Company has disclosed the impact of pending litigations as at March 31, 2025 on its financial position in its financial statements - Refer Note 38 to the financial statements.
ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
iv. (a) The Management has represented that, to the best of its knowledge and belief and as disclosed in Note 46.5 to the Financial Statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

(b) The Management has represented, that, to the best of its knowledge and belief and as disclosed in Note 46.6 to the Financial Statements, no funds have been received by the Company from any persons or entity including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
(c) Based on such audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
v). The Company has neither declared nor paid any dividend during the year.
vi). 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.

For SANMARKS & ASSOCIATES Chartered Accountants Firm’s Registration No. 003343N Sd/S. K. Bansal Partner Place : Faridabad Membership No.: 082242 Date : 23-05-2025 UDIN : 25082242BMIWVC7429

ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in Paragraph 1 under the heading “Report on Other Legal and Regulatory Requirements” section of our Report of even date to the members of Swadeshi Polytex Limited for the year ended 31[st] March 2025.) We report that :

(i) (a) (A) The Company has maintained proper records showing full particulars including quantitative details and situation of Property, Plant and Equipment, Capital Work in Progress and relevant details of Right of Use Assets.
- (B) The Company has maintained proper records showing full particulars of intangible assets.
(b) We are explained that the management has carried out the physical verification of its Property, Plant and Equipment and Right of Use Assets at reasonable intervals during the year and no material discrepancies were noticed on such verification.
(c) On the basis of our examination of records of the Company and information and explanations given, the title deeds of the immovable property (other than property where the Company is

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

the lessee and the lease agreements are duly executed in favour of the lessee) included in Property, Plant & Equipment are held in the name of the Company. Further, in respect of Right of Use asset being leasehold Land in respect of which the Company is lessee, the related lease agreement has been executed and registered in the name of the Company. Further, the provisions of this clause are not applicable in respect of leasehold land owned by the Company and held as Stock in Trade.

(d) The Company has not revalued any of its Property, Plant and Equipment (including Right of Use assets) or Intangible Assets or both during the year.
(e) According to the information and explanations given to us and on the basis of our examination of records of the Company, no proceedings have been initiated during the year or are pending against the Company as at March 31, 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 as amended and Rules made thereunder.
(ii) (a) The only inventory in hand is in the form of lease hold plots for which management has conducted physical verification in the form of measurement, frequency of which in our opinion is reasonable and procedures and coverage as followed by the management were appropriate. No discrepancies were noticed on the physical verification of the same as compared to book records that were 10% or more in the aggregate.
(b) According to the information and explanations given to us and on the basis of examination of records of the Company, the Company has not been sanctioned any working capital limits at any point of time during the year, from banks or financial institutions on the basis of security of current assets and hence reporting under clause 3(ii)(b) of the Order is not applicable.
(iii) According to the information and explanations given to us and on the basis of our examination of records of the Company, during the year under report, the Company has neither made investments in, nor provided any guarantee or security or granted any loans or advances in the nature of loans to companies, firms, Limited Liability Partnerships, or any other parties. Hence reporting under clause 3(iii) of the Order is not applicable.
(iv) During the year under report, the Company had not granted any loan or made any investments or provided any guarantee or security to the parties covered under sections 185 and 186 of the Act. Hence reporting under clause 3(iv) of the Order is not applicable to the Company.
(v) The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of sections 73 to 76 of the Act and relevant rules framed thereunder . Accordingly reporting requirements under clause 3(v) of the Order are not applicable to the Company.
(vi) We are informed that the maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013 for the business activities carried out by the Company. Thus reporting under clause 3(vi) of the order is not applicable to the Company.
(vii) (a) According to the information and explanations given to us and the records of the Company examined by us, it has been generally regular in depositing undisputed statutory dues, including Goods and Service Tax, Income Tax, Customs Duty, Cess and other material statutory dues applicable to it with the appropriate authorities. Further, there were no arrears of such undisputed dues as at 31[st] March 2025 for a period of more than six months from the date they became payable. As explained to us, provisions of Employees Provident Fund and Employees’ State Insurance Act are not applicable to the Company for the year under report as it had no employees.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

(b) According to information and explanation given to us and on the basis of our examination of the books of accounts of the company, following are the details of income tax/custom duty/ excise duty, which have not been deposited as at March 31, 2025 on account of any dispute:

==> picture [372 x 33] intentionally omitted <==

----- Start of picture text -----

Name of Statute Nature of Dues Amount Period Forum at which
(Rs in lac) dispute is pending
----- End of picture text -----

Name of Statute	Nature of Dues	Amount (Rs in lac)	Period	Forum at which dispute is pending

The Customs Act, 1962	Custom Duty & other dues.	17.11	Various	Various
The Central Excise Act, 1944	Refund of the Central Excise Duty and interest thereon	138.31	2019-20	CESAT
The Income Tax Act,1961	Demand for assessment year 2012-13	22.17	2012-13	CIT (Appeals)

(viii) According to information and explanation given to us and on the basis of our examination of the records of the company, there were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
(ix) (a) On the basis of our examination of the records of the company, it has not taken any loans or other borrowings from any lender. Hence reporting under clause 3(ix)(a) of the Order is not applicable.
(b) According to information and explanation given to us and on the basis of our examination of the records of the company, the Company has not been declared wilful defaulter by any bank or financial institution or other lender.
(c) On the basis of our examination of the records of the company, it has not taken any term loan during the year under report. Hence, reporting under clause 3(ix)(c) of the Order is not applicable.
(d) According to information and explanation given to us and on an overall examination of the financial statements of the Company, it has not raised any funds on short-term basis. Hence, reporting under clause 3(ix)(d) of the Order is not applicable.
(e) According to information and explanation given to us, the Company has neither any subsidiary company, associate company or joint ventures company nor it has taken any funds from any entity or person. Hence reporting on clause 3(ix)(e) of the Order is not applicable.
(f) The Company has not raised any loans during the year and hence reporting on clause 3(ix)(f) of the Order is not applicable
(x) (a) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year, hence reporting under clause 3(x)(a) of the Order is not applicable.
(b) On the basis of examination of records of the Company, during the year under report, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible), hence reporting under clause 3(x)(b) of the Order is not applicable.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

(xi) (a) During the course of our examination of the books and records of the Company and according to the information and explanations given to us, no fraud by the Company or on the Company has been noticed or reported during the year.
(b) No report under sub-section (12) of section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report.
(c) We have been informed by the management that the Company has not received any whistle blower complaints during the year, hence reporting under clause 3(xi)(c) of the Order is not applicable.
(xii) In our opinion, the Company is not a Nidhi company. Accordingly reporting under paragraph 3(xii) of the Order is not applicable to the Company.
(xiii) In our opinion and according to the information and explanations given to us, the transactions with the related parties are in compliance with Section 177 and 188 of the Act where applicable and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv) (a) In our opinion and based on our examination, the Company has an internal audit system commensurate with the size and the nature of its business.
(b) We have considered, the internal audit reports of the Company for the period under audit issued to the Company during the year and till date.
(xv) In our opinion, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected with them. Accordingly, the reporting on compliance with the provisions of section 192 of the Act under clause 3(xv) of the Order is not applicable to the Company.
(xvi) (a) In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause 3(xvi)(a) of the Order is not applicable.
(b) In our opinion, the Company has not conducted any Non-Banking Financial or Housing Finance activities Accordingly reporting under clause 3(xvi)(b) of the Order is not applicable.
(c) In our opinion, the Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly reporting under clause 3(xvi)(c) of the Order is not applicable.
(d) According to the information and explanations provided to us, in our opinion, there is no Core Investment Company as a part of the group. Accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.
(xvii) The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors of the Company during the year. Accordingly reporting under paragraph 3(xviii) of the Order is not applicable to the Company
(xix) According to the information and explanations given to us and on the basis of the financial ratios disclosed in Note 47 to the financial statements, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) (a) In our opinion and according to the information and explanations given to us and the records of the Company examined by us, in respect of other than ongoing projects there are no unspent amounts towards Corporate Social Responsibility (CSR) which are required to be transferred to a Fund specified in Schedule VII to the Companies Act, 2013 in compliance with second proviso to sub-section (5) of Section 135 of the said Act.
(b) Based on our examination of records of the Company and as explained to us, in respect of ongoing projects, the Company has spent a part of unspent CSR amount after the date of balance sheet and transferred the remaining unspent amount to a Special Account in compliance with provisions of sub-section (6) of section 135 of the Act till the date of our report.
(xxi) The reporting under clause 3(xxi) of the Order is not applicable in respect of the audit of standalone financial statements. Hence this clause is not applicable to the Company.

For SANMARKS & ASSOCIATES Chartered Accountants Firm’s Registration No. 003343N

Place : Faridabad Date : 23-05-2025

Sd/S. K. BANSAL Partner Membership No.: 082242 UDIN : 25082242BMIWVC7429

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

ANNEXURE “B” TO THE INDEPENDENT AUDITOR’S REPORT ON THE FINANCIAL STATEMENTS OF SWADESHI POLYTEX LIMITED FOR THE YEAR ENDED 31[st] MARCH, 2025.

(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of Swadeshi Polytex Limited of even date)

Report on the Internal Financial Controls with reference to Financial Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls with reference to financial Statements of Swadeshi Polytex Limited (“the Company”) as of 31 March 2025 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s and Board of Directors’ Responsibilities for Internal Financial Controls

The Board of Directors and Management of the Company are responsible for establishing and maintaining internal financial controls with reference to financial statements based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (the ‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by the ICAI and the Standards on Auditing prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls with reference the financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference the financial statements and their operating effectiveness. Our audit of internal financial controls with reference the financial statements included obtaining an understanding of internal financial controls with reference the financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls with reference to the Financial Statements.

A company’s internal financial control with reference to Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control with reference to Financial Statements includes those policies and procedures that:

a) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
b) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company and;
c) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to the Financial Statements

Because of the inherent limitations of internal financial controls with reference to Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to Financial Statements to future periods are subject to the risk that the internal financial control with reference to Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls with reference to Financial Statements and such internal financial controls were operating effectively as at March 31, 2025, based on the internal financial control with reference to Financial Statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For SANMARKS & ASSOCIATES Chartered Accountants Firm’s Registration No. 003343N

Sd/S. K. BANSAL Partner Place : Faridabad Membership No.: 082242 Date : 23-05-2025 UDIN : 25082242BMIWVC7429

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

BALANCE SHEET AS AT 31[ST] MARCH, 2025

==> picture [418 x 37] intentionally omitted <==

----- Start of picture text -----

(Amount in Rs. Thousands)
Particulars Note As at As at
No March 31, 2025 March 31, 2024
I ASSETS
----- End of picture text -----

Particulars	Note No	As at March 31, 2025	As at March 31, 2024
I ASSETS
(1) Non-current asset (a) Property, Plant and Equipment (b) Right of use Assets (c) Capital work-in-progress (d) Other Intangible Assets (e) Financial Assets: (i) Other non-current assets (f) Income Tax Assets Total non-current assets (2) Current Asset (a) Inventories (b) Financial Assets: (i) Investments (ii) Trade Receivables (iii) Cash and cash equivalents (iv) Bank Balances other than (iii) above (v) Other Financial Assets (c) Current Tax Assets (net) (d) Other Current Assets Total current assets Total Assets II EQUITY & LIABILITIES EQUITY (a) Equity share capital (b) Other equity Total Equity LIABILITIES (1) Non current liabilities (a) Financial liabilities (i) Other fnancial liabilities (b) Deferred Tax Liabilities (net) Total non-current liabilities (2) Current liabilities (a) Financial liabilities: (i) Trade payables (a) total outstanding dues of micro enterprises and small enterprises (b) total outstanding dues of creditors other than micro enterprises and small enterprises (ii) Other fnancial liabilities (b) Other current liabilities Total current liabilities Total Equity and Liabilities	5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25	581 48,033 545 52 5,101 4,026	483 49,064 - 108 62,010 4,026
		58,338	1,15,691
		36,290 4,07,370 1,160 480 6,42,208 5,386 838 1,862	6,417 - - 1,02,284 8,83,837 8,064 5,579 417
		10,95,594	10,06,598
		11,53,932	11,22,289
		39,000 10,71,224	39,000 10,48,465
		11,10,224	10,87,465
		21,642 1,671	21,642 39
		23,313	21,681
		1,085 7,168 10 12,132	1,274 7,588 10 4,271
		20,395	13,143
		11,53,932	11,22,289
The accompanying notes form an integral part of the fnancial statements. As per our Report of even date attached For SANMARK & ASSOCIATES For and on behalf of the Board of Directors CHARTERED ACCOUNTANTS Swadeshi Polytex Limited Firm Registration Number: 003343N Sd/- Sd/- Sd/- (S.K. Bansal) (Hartaj Sewa Singh) (Gaurav Lodha) Partner Director Director FRN : 003343N, M.No. : 082242 DIN : 00173286 DIN : 03414211 Sd/- Sd/ Place : Faridabad (Ankit Garg) (Anuradha Sharma) Date : 23.05.2025 Chief Financial Offcer Company Secretary UDIN: 25082242BMIWVC7429 ICSI M. No.: 51838 Sd/- (Bhuwan Chaturvedi) Chief Executive Offcer

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31[ST] MARCH, 2025

==> picture [418 x 33] intentionally omitted <==

----- Start of picture text -----

(Amount in Rs. Thousands)
Particulars Note Year Ended Year Ended
No. March 31, 2025 March 31, 2024
----- End of picture text -----

Particulars	Note No.	Year Ended March 31, 2025	Year Ended March 31, 2024

INCOME Revenue from operations Other Income Total Income EXPENSES Land and Site Development Expenses Changes in inventories of Stock in Trade Depreciation and amortization expense Other expenses Total Expenses Proft before tax Income Tax Expense Current tax Deferred tax Tax for earlier years Total Tax Expenses Proft from continuing operations Proft / (Loss) from discountinued operations Tax expenses of discontined operations Proft / (Loss) from discontinuing operations after tax Proft for the year Other comprehensive income A (i) Items that will not be reclassifed to proft or loss (ii) Income tax on A(i) above B (i) Items that will be relcassifed to proft or loss (ii) Income tax on B(i) above Total other comprehensive income for the year Total comprehensive income for the year Earnings per equity share of face value of Rs. 1/- each -Continued Operations Basic and Diluted (in Rs.) - Discontinued Operations Basic and Diluted(in Rs.)	26 27 28 29 30 31 32 22.1 32 33 32 34 34.1	4,000 71,095	9,92,566 66,706
		75,095	10,59,272
		29,873 (29,873) 1,625 39,047	6,047 31,365 538 30,761
		40,672	68,711
		34,423 10,248 1,632 (63)	9,90,561 1,65,467 (18) 208
		11,817	1,65,657
		22,606	8,24,904
		205 52	(1,855) (467)
		153	(1,388)
		22,759	8,23,516
		- - - - -	- - - - -
		22,759	8,23,516
		0.58 0.00	21.15 (0.04)

The accompanying notes form an integral part of the financial statements. As per our Report of even date attached For SANMARK & ASSOCIATES For and on behalf of the Board of Directors CHARTERED ACCOUNTANTS Swadeshi Polytex Limited Firm Registration Number: 003343N Sd/Sd/Sd/- (S.K. Bansal) (Hartaj Sewa Singh) (Gaurav Lodha) Partner Director Director FRN : 003343N, M.No. : 082242 DIN : 00173286 DIN : 03414211 Sd/Sd/ Place : Faridabad (Ankit Garg) (Anuradha Sharma) Date : 23.05.2025 Chief Financial Officer Company Secretary UDIN: 25082242BMIWVC7429 ICSI M. No.: 51838 Sd/- (Bhuwan Chaturvedi) Chief Executive Officer

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

CASH FLOW STATEMENT FOR THE YEAR ENDED 31[ST] MARCH, 2025

==> picture [418 x 70] intentionally omitted <==

----- Start of picture text -----

(Amount in Rs. Thousands)
Year Ended Year Ended
31-03-2025 31-03-2024
Amount (Rs) Amount (Rs)
A CASH FLOW FROM OPERATING ACTIVITIES
Profit / (Loss) for the year before Tax from continuing operations 34,423 9,90,561
Profit / (Loss) for the year before Tax from discontinuing operations 205 (1,855)
Adjustments for :
----- End of picture text -----

			Year Ended 31-03-2025 Amount (Rs)	Year Ended 31-03-2024 Amount (Rs)
A	CASH FLOW FROM OPERATING ACTIVITIES Proft / (Loss) for the year before Tax from continuing operations Proft / (Loss) for the year before Tax from discontinuing operations Adjustments for:		34,423 205	9,90,561 (1,855)
B C	Depreciation and amortization expenses (Proft) / Loss on disposal of Property, Plant and Equipment Gain on Investment measured at FVTPL Interest received Operating Proft before working capital changes Net Changes in: Other fnancal assets (Non-current) Inventories Current Tax Assets (net) Other current assets Trade Receivables Trade Payables Other-current Liabilities Provisions-Current Cash generated from Operations Direct Taxes Paid Net Cash fow from Operating activities # #(Net of CSR Expenditure Rs.11800 (Thousands) P/y Rs. 5103 (Thousands) CASH FLOW FROM INVESTING ACTIVITIES Purchase of Property, Plant and Equipment One time payment made for acquiring Right of use Assets Proceeds from Disposal of Property, Plant and Equipment Changes in Term deposits with Bank Investment in Mutual Funds Interest received on Loans and Term Deposits with Banks Realization of Loans given Net cash used in Investing activities CASH FLOW FROM FINANCING ACTIVITIES (Repayment) of Borrowings Net cash from / (used in) fnancing activities	(A) (B) (C)	1,625 97 (7,370) (63,579)	538 12 - (66,706)
			(34,599) - (29,873) 4,741 (1,445) (1,160) (609) 7,861 -	9,22,550 (74) 31,365 (436) 2,738 - (2,312) (3,46,766) (3,111)
			(55,084) (10,237)	6,03,954 (1,65,208)
			(65,321)	4,38,746
			(928) (350) - 4,00,041 (4,00,000) 66,257 -	(19) (49,407) 25 (4,64,507) - 71,566 4,203
			65,020	(4,38,139)
			-	-
			-	-
Net increase / (Decrease) in Cash and Cash Equivalents (A + B + C) Add: Cash and Cash Equivalents at the beginning of the year Cash and Cash Equivalents at the end of the year Cash and Cash Equivalents Comprises; Cash on Hand Balances with Banks in Current Accounts Supplementary Information Term Deposits with bank includes Deposits offered as Security to a Local Authority for Performance obligations Deposits offered as Security to Forest Department and Bank		11 11 12 8	(301)	607
			781 480 1 479	174 781 38 743
			480	781
			47,638 1,243	44,909 1,165

The above Statement of Cash Flows has been prepared under the “Indirect Method” as set out in the Ind AS - 7 on Statement of Cash Flows. The accompanying notes form an integral part of the financial statements. As per our Report of even date attached For SANMARK & ASSOCIATES CHARTERED ACCOUNTANTS Firm Registration Number: 003343N

==> picture [200 x 123] intentionally omitted <==

----- Start of picture text -----

For and on behalf of the Board of Directors
Swadeshi Polytex Limited
Sd/- Sd/-
(Hartaj Sewa Singh) (Gaurav Lodha)
Director Director
DIN : 00173286 DIN : 03414211
Sd/- Sd/
(Ankit Garg) (Anuradha Sharma)
Chief Financial Officer Company Secretary
ICSI M. No.: 51838
Sd/-
(Bhuwan Chaturvedi)
Chief Executive Officer
----- End of picture text -----

Sd/- (S.K. Bansal) Partner FRN : 003343N, M.No. : 082242

Place : Faridabad Date : 23.05.2025 UDIN: 25082242BMIWVC7429

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31ST MARCH 2025

A. EQUITY SHARE CAPITAL (Refer Note 19)


EQUITY SHARE CAPITAL (Refer Note 19)	(Amount in Rs. Thousands)
Particulars	As at 31st March 2025	As at 31st March 2024
	Amount (Rs)	Amount (Rs)
Balance at the beginning of the year	39,000	39,000
Changes in equity share capital	-	-
Balance at the end of the year	39,000	39,000

B. OTHER EQUITY (Refer Note 20)

==> picture [398 x 57] intentionally omitted <==

----- Start of picture text -----

Particulars Reserve and Surplus
General Capital Retained Total
Reserve Redemption Earnings
Reserve
----- End of picture text -----

Particulars	Reserve and Surplus	Reserve and Surplus	Reserve and Surplus	Reserve and Surplus
	General Reserve	Capital Redemption Reserve	Retained Earnings	Total

Balance as at April 1, 2023	1,67,070	10,975	46,904	2,24,949
Proft for the year	-	-	8,23,516	8,23,516
Other Comprehensive Income	-	-	-	-
Appropriations during the year	-	-	-	-
a. Dividend	-	-	-	-
b. Transfer to Retained Earnings	-	-	-	-
Any Other Changes	-	-	-	-
Balance as at March 31, 2024	1,67,070	10,975	8,70,420	10,48,465
Proft for the year	-	-	22,759	22,759
Other Comprehensive Income	-	-	-	-
Appropriations during the year	-	-	-	-
a. Dividend	-	-	-	-
b. Transfer to Retained Earnings	-	-	-	-
Any Other Changes	-	-	-	-
Balance as at March 31, 2025	1,67,070	10,975	8,93,179	10,71,224

The accompanying notes form an integral part of the financial statements. As per our Report of even date attached For SANMARK & ASSOCIATES CHARTERED ACCOUNTANTS Firm Registration Number: 003343N

For and on behalf of the Board of Directors Swadeshi Polytex Limited

Sd/- (S.K. Bansal) Partner FRN : 003343N, M.No. : 082242

Sd/Sd/- (Hartaj Sewa Singh) (Gaurav Lodha) Director Director DIN : 00173286 DIN : 03414211 Sd/Sd/ (Ankit Garg) (Anuradha Sharma) Chief Financial Officer Company Secretary ICSI M. No.: 51838

Place : Faridabad Date : 23.05.2025 UDIN: 25082242BMIWVC7429

Sd/- (Bhuwan Chaturvedi) Chief Executive Officer

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2025

1 CORPORATE INFORMATION

Swadeshi Polytex Limited is a listed company having CIN: L25209UP1970PLC003320 and engaged in carrying the business of transacting in, owning, purchasing, selling, leasing, sub-leasing, letting, sub-letting, renting and developing and other related activity of any type of real estate including land, plot, buildings, factories, warehouses, infrastructures whether residential, commercial, agricultural, industrial, rural, urban or otherwise that may belong to company or to any other person or persons of whatever nature and to deal in real estate, land, immovable properties and other related assets of any description or nature as owners, syndicators, developers, advisors, service providers, brokers, agents and any other capacity and to do all such activities related to such business having its registered office at KJ-77, Kavi Nagar, Ghaziabad -201002 (U.P). The Company’s Equity Shares are listed on BSE Ltd (BSE).

The financial statements for the year ended 31[st] March, 2025 were approved and adopted by the Board of Directors of the Company in their meeting held in India on 23[rd] May, 2025.

2 PREPARATION AND PRESENTATION OF FINANCIAL STATEMENTS

(a) Basis of Preparation

These financial statements have been prepared on going concern basis under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair value or amortized cost at the end of each reporting period. These financial statements comply with the provisions of the Companies Act, 2013 (the Act) and accounting principles generally accepted in India. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

(b) Compliance with Ind AS

These financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”) as prescribed under section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

(c) Current and Non Current Classification

All Assets and Liabilities have been classified and Current and Non-Current as per the Company’s normal operating cycle. The Company has considered an operating cycle of 12 months based on the nature of business.

(d) Functional and presentation currency

The financial statements are presented in Indian Rupees which is the Company’s functional and presentation currency and all financial values are rounded to the nearest thousand, except when otherwise indicated.

(e) Use of Estimates & Judgements

The preparation of financial statements in conformity with Ind AS requires management of the company to make estimates, judgements and assumptions. These estimates, judgements and assumptions affect the application of accounting policies and the reported amounts of assets, liabilities, revenues, expenses and related disclosure concerning the items involved as well as contingent assets and liabilities at the balance sheet date. The application of accounting policies that require critical accounting estimates involving complex judgements and the use of assumptions have been disclosed in Note no. 3. Accounting estimates may change from period to period. Actual results could differ from these estimates. Estimates and underlying

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

assumptions are reviewed on an ongoing basis and revised if management became aware of changes in circumstances surrounding the estimates. Revisions to accounting estimates are recognized in the period in which the estimates are revised and, if material, their effects are disclosed in the notes to the financial statements.

(f) Application of new and revised standards

The Ministry of Corporate Affairs vide notification dated 9 September 2024 and 28 September 2024 notified the Companies (Indian Accounting Standards) Second Amendment Rules, 2024 and Companies (Indian Accounting Standards) Third Amendment Rules, 2024, respectively, which amended/ notified below mentioned accounting standards and are effective for annual reporting periods beginning on or after 1 April 2024:

a) Insurance contracts - Ind AS 117; and
b) Lease Liability in Sale and Leaseback Amendments to Ind AS 116

The Management has evaluated the amendment and there is no impact on the amounts recognised current or preceding period.

3 Critical Judgments and Estimates

(a) Revenue Recognition

Revenue from customers contracts are considered for recognition and measurement when the contract has been approved in writing by the parties to the contract, the parties to the contract are committed to perform their respective obligations under the contract and the contract is legally enforceable. The performance obligation of the Company in case of sale of leasehold rights in plots is satisfied on development of the related plots and control is transferred to the customers which happens on relinquishment of leasehold rights therein. The performance obligation of the customer is satisfied on making full payment for contracted price.

(b) Income Taxes

Significant judgements are involved in determining the provision for income taxes.

Deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences and tax losses can be utilized. Accordingly, the Management exercises its judgements to re-assess the carrying amount of deferred tax assets if any at the end of each reporting period.

(c) Property, Plant and Equipment

The company reviews the useful life of Property, Plant and Equipment and Intangible asset at the end of each reporting period. This re-assessment may result in change in depreciation expense in future periods. (Refer Note 4.2 (d))

(d) Provisions and Contingent Liabilities

The company estimates the provisions that have present obligation as a result of past events and it is probable that outflow of resources will be required to settle the obligation. These provisions are reviewed at the end of each reporting period and are adjusted to reflect the current best estimates.

The company makes significant judgements to assess contingent liabilities. Contingent Liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or the reliable estimates of the amount cannot be made. Contingent Assets are neither recognized nor disclosed in the financial statements.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

4 Material Accounting Policies

A summary of the material accounting policies applied in the preparation of the financial statements are as given below. These policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

4.1 Revenue Recognition

(a) Revenue from sale of Rights in Leasehold Land

The Company recognizes revenue from sale of rights in leasehold land when the company receives full payment from buyer and there is relinquishment of right in favour of the buyer by the company.

(b) Revenue from sale of services

Revenue from sale of services is recognized when the company performs its obligation by rendering promised services to its customers and where no significant uncertainty exits relating to the amount of consideration that will be received from the rendering of services.

(c) Other Income

Other Income comprises primarily of Interest income, gain/loss on sale of investments. Interest income is recognized on time proportion basis taking into account the amount outstanding and the applicable interest rate. Interest on refund claims of sales tax, excise duty and others is accounted for as and when determined by the Authorities concerned and the same is received by the Company. Gain/loss on sale of investments is recognized in the statement of profit & loss at the time of sale of investment.

4.2 Property, Plant & Equipment and Depreciation

(a) Property, plant and equipment and capital work in progress are stated at cost of acquisition or construction less accumulated depreciation and accumulated impairment losses, if any. Cost includes purchase price and directly attributable cost of bringing the asset to its working condition for the intended use. Subsequent expenditure relating to an item of property, plant and equipment is capitalized only when it is probable that future economic benefits associated with these will flow to the Company and the cost of the item can be measured reliably. The cost of an item of property, plant and equipment not ready for intended use before the reporting date are disclosed under capital work-inprogress.

The cost and related accumulated depreciation are eliminated from the financial statements upon sale or disposition of the asset and the resultant gains or losses are recognized in the statement of profit and loss.

(b) Depreciation on items comprised in Property, Plant and Equipment is being provided on Straight Line Method over their useful lives as prescribed in Schedule II of the Companies Act, 2013 except for Right of Use asset being Leasehold Land which is amortised over the lease period. Depreciation on additions and disposals are calculated on pro-rata basis from and to the month of additions and disposals.
(c) Based on the technical experts assessment of useful life, certain items of property plant and equipment as detailed below are being depreciated over useful lives different from the useful lives specified under Schedule II to the Companies Act, 2013. Management believes that such estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

==> picture [348 x 30] intentionally omitted <==

----- Start of picture text -----

Property, plant and equipment Useful Life of Asset
(In year) as adopted
----- End of picture text -----

Property, plant and equipment	Useful Life of Asset (Inyear) as adopted

Building	60
Plant & Machinery
a)Water Purifer, Books, Oil Heaters, and Water Dispenser	5
b)Other than(a)above	10
Furniture & Fixtures	5
Computer including printer	3
Computer Server	6

(d) Depreciation methods, useful lives and residual values are reviewed periodically at each financial year end and adjusted prospectively, as considered appropriate.

4.3 Leases

The Company’s lease assets consists of leasehold land only. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether (i) the contract involves the use of the identified assets (ii) the company has substantially all of the economic benefits from use of assets throughout the period of lease and (iii) the Company has the right to direct the use of assets.

At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an operating expense in the statement of Profit and Loss.

The right-of-use assets being leasehold land are initially recognized at cost in these financial statement, which comprises the one time payment made for acquiring the said land plus transfer and registration charges and any other initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses. Right of use assets are depreciated/amortised from the commencement date on a straight line basis over the shorter of the lease term and useful life of the underlying asset.

The lease liability, if any is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liability, if any, and ROU asset have been separately presented in the Balance Sheet and lease payments, if any, have been classified as financing cash flows.

4.4 Intangible Assets and Amortization

(a) Software acquired by the Company are included in the balance sheet as intangible assets. These are carried at cost less accumulated amortization and impairment losses, if any. Cost includes the purchase price paid for acquiring the same. Other costs associated with maintaining software are recognized as an expense in the statement of profit and loss as and when incurred.
(b) Intangible assets are amortized on a straight-line basis over their estimated useful lives. Based on the technical experts’ assessment of useful life these are amortized over a

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

period of six years. The amortization period & the amortization method for an Intangible Asset with a finite useful life are reviewed at least at the end of each reporting period.

4.5 Impairment of Assets

(a) Property, plant and equipment, Intangible assets, Investments and trade receivables are reviewed at the end of each reporting period to assess impairment, if any based on internal and external factors. An asset is treated as impaired when the carrying cost of asset exceeds its recoverable amount (i.e. the higher of fair value less costs of disposal and its value-in-use) . If an asset is considered impaired, the impairment loss is recognized in the statement of profit and loss in the year in which the asset is identified as impaired.
(b) The Company also assesses at each balance sheet date whether a financial asset is impaired based on expected credit losses (ECL). For all financial assets, expected credit losses are measured at an amount equal to the 12 months expected credit losses or at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition.
(c) Reversal of impairment losses recognized in prior years is recorded when there is an indication that the impairment losses recognized for the assets no longer exists or have decreased.

4.6 Inventories

Company’s only inventory is leasehold plots rights. Its valuation has been done as under

Leasehold Plot Rights At the lower of Cost and net realizable value

Cost of Leasehold Land includes the expenditure incurred on registration of related Lease deed in favour of the Company and other directly attributable expenditure incurred on the development thereof. Net realizable value is the estimated selling price in the ordinary course of business less estimated cost of completion and the estimated costs necessary to make sales.

4.7 Refunds of Taxes and Duties

Refund claims arising out of monies paid under protest or under appeals and charged to Revenue are accounted for at the time of receipt of orders and actual refunds received.

4.8 Financial Instruments

A Financial Assets

(a) Initial recognition and measurement

The company recognizes financial assets and liabilities when it becomes a party to the contractual provisions of the instrument. All financial assets are recognized at fair value on initial recognition, except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities that are not at fair value through profit or loss are added to the fair value on initial recognition. Purchase and sale of financial assets are accounted for at trade date.

(b) Subsequent Measurement : Non-derivative financial instruments

(i) Financial assets carried at amortized cost (AC)

A financial asset is subsequently measured at amortized cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(ii) Financial assets at fair value through other comprehensive income

(FVTOCI)

A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(iii) Financial assets at fair value through profit or loss (FVTPL)

A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.

(c) Other Equity Investments

All other equity investments are measured at fair value, with value changes recognized in Statement of Profit and Loss, except for those equity investments for which the Company has elected to present the value changes in ‘Other Comprehensive Income’.

(d) Investment in Mutual Fund

On initial recognition, these are measured at fair value and subsequently, carried at fair value through profit & loss.

(e) Reclassification of financial assets

The company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. The company’s senior management determines change in the business model as a result of external or internal changes which are significant to the Company’s operations. Such changes are evident to external parties. A change in the business model occurs when the company either begins or ceases to perform an activity that is significant to its operations. If the company reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The company does not restate any previously recognized gains, losses (including impairment gains or losses) or interest.

B Financial liabilities

(a) Initial recognition and measurement

The Company’s financial liabilities include trade and other payables, etc. All financial liabilities are recognized initially at fair value and, in the case of other payables, net of directly attributable transaction costs, if any.

(b) Subsequent Measurement : Non-derivative financial instruments

Financial liabilities are subsequently carried at amortized cost using the effective interest method, For trade and other payables maturing within one year from the

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

(c) Offsetting of Financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

C Derecognition of financial instruments

The company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is derecognized from the company’s balance sheet when the obligation specified in the contract is discharged or cancelled or expires.

4.9 Contract Liabilities

A contract liability is the obligation to transfer of goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to the customer, a contract liability is recognized when the payment is made. Contract liabilities are recognized as revenue when the Company performs under the contract.

4.10 Cash and Cash Equivalents

Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits.

4.11 Trade receivables

Trade receivables are amounts due from customers for goods sold or services rendered in the ordinary course of business and reflects company’s unconditional right to receive the consideration. Trade receivables are recognised initially at the transaction price as they do not contain significant financing components. These are subsequently measured at amortised cost, less loss allowance.

4.12 Cash Flow Statement

Cash flows are reported using indirect method as per Ind AS 7, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flow from operating, financing and investing activities of the Company are segregated.

4.13 Earning per share (EPS)

Basic earning per equity share is calculated by dividing the net profit for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. Diluted earning per equity share is calculated by dividing the net profit for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year after adjusting for the effects of all dilutive potential equity shares.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

4.14 Income Tax

(a) Current Tax

Tax on income for the current year is determined on the basis of taxable income computed in accordance with the provisions of the Income Tax Act, 1961. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.Current tax expense is recognized in statement of profit and loss except to the extent that it relates to items recognized directly in other comprehensive income, in which case it is recognized in other comprehensive income.

Current income taxes are recognized under “Current Tax Assets (net)” which is net of tax payable and tax paid.

(b) Deferred Tax

Deferred income tax assets and liabilities are recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Other deferred tax assets are recognized and carried forward to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.Deferred income tax assets and liabilities are measured using tax rates and tax laws that have been enacted or substantively enacted as on the balance sheet date and are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company offsets deferred income tax assets and liabilities, where it has a legally enforceable right to offset current tax assets against current tax liabilities, and they relate to taxes levied by the same taxation authority on the same taxable entity.

Deferred tax is recognized in statement of profit and loss except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized in other comprehensive income or equity.

A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

4.15 Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The Chief Executive Officer has decided that the company has only one segment i.e. real estate.

4.16 Fair Value Measurement

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

For the purpose of fair value disclosures, the Company has determined classes of assets & liabilities on the basis of the nature, characteristics and the risks of the asset or liability and the level of the fair value hierarchy as explained above.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

5. Property, Plant and Equipment

(Amount in Rs. Thousands)

The changes in the carrying value of property, plant and equipment for the year ended 31st March, 2025 are as follows:

==> picture [400 x 33] intentionally omitted <==

----- Start of picture text -----

Particulars Building Plant & Furniture Computer Total
Machinery & Fixtures
----- End of picture text -----

Particulars	Building	Plant & Machinery	Furniture & Fixtures	Computer	Total

Gross carrying value as at April 1, 2024 Additions Deletions	93 - -	300 377 -	516 - 97	670 6 -	1,579 383 97
Gross carrying value as at March 31, 2025	93	677	419	676	1,865
Accumulated depreciation as at April 1, 2024 Depreciation for the year Accumulated depreciation on deletions	24 2 -	192 90 -	398 - -	482 96 -	1,096 188 -
Accumulated depreciation as at March 31, 2025	26	282	398	578	1,284
Net Carrying value as at March 31, 2025	67	395	21	98	581

The changes in the carrying value of property, plant and equipment for the year ended 31st March, 2024 were as follows:

==> picture [400 x 34] intentionally omitted <==

----- Start of picture text -----

Particulars Building Plant & Furniture Computer Total
Machinery & Fixtures
----- End of picture text -----

Particulars	Building	Plant & Machinery	Furniture & Fixtures	Computer	Total

Gross carrying value as at April 1, 2023 Additions Deletions	93 - -	774 19 493	516 - -	755 - 85	2,138 19 578
Gross carrying value as at March 31, 2024	93	300	516	670	1,579
Accumulated depreciation as at April 1, 2023 Depreciation for the year Accumulated depreciation on deletions	22 2 -	611 42 461	398 - -	467 95 80	1,498 139 541
Accumulated depreciation as at March 31, 2024	24	192	398	482	1,096
Net Carrying value as at March 31, 2024	69	108	118	188	483

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

6. Right of use Assets

(Amount in Rs. Thousands)

The changes in the carrying value of Right of use Assets for the year ended 31st March, 2025 are as follows:

==> picture [399 x 29] intentionally omitted <==

----- Start of picture text -----

Particulars Leasehold Total
Land
----- End of picture text -----

Particulars	Leasehold Land	Total

Gross carrying value as at April 1, 2024 Additions Deletions	49,407 350 -	49,407 350 -
Gross carrying value as at March 31, 2025	49,757	49,757
Accumulated amortization as at April 1, 2024 Amortization for the year Accumulated amortization on deletions	343 1,381 -	343 1,381 -
Accumulated amortization as at March 31, 2025	1,724	1,724
Net Carrying value as at March 31, 2025	48,033	48,033

The changes in the carrying value of Right of use Assets for the year ended 31st March, 2024 were as follows:

==> picture [399 x 29] intentionally omitted <==

----- Start of picture text -----

Particulars Leasehold Total
Land
----- End of picture text -----

Particulars	Leasehold Land	Total

Gross carrying value as at April 1, 2023 Additions Deletions Gross carrying value as at March 31, 2024 Accumulated amortization as at April 1, 2023 Amortization for the year Accumulated amortization on deletions Accumulated amortization as at March 31, 2024 Net Carrying value as at March 31, 2024	- 49,407 - 49,407 - 343 - 343 49,064	- 49,407 - 49,407 - 343 - 343 49,064

Note: The title deeds of the immovable property are held in the name of the Company.

7. Capital work-in-progress (CWIP) (Amount in Rs. Thousands)

The changes in the carrying value of capital work-in-progress for the year ended 31st March, 2025 are as follows:

Particulars	Building under construction	Total
Gross carrying value as at April 1, 2024 Additions Deletions	- 545 -	- 545 -
Net Carrying value as at March 31, 2025	545	545

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

The changes in the carrying value of capital work-in-progress for the year ended 31st March, 2024 were as follows:

Particulars	Building under construction	Total
Gross carrying value as at April 1, 2023 Additions Deletions	- - -	- - -
Net Carrying value as at March 31, 2024	-	-

The capital work-in-progress ageing schedule for the year ended March 31, 2025 is as follows:

CWIP	Amount in CWIP for a period of	Amount in CWIP for a period of	Amount in CWIP for a period of	Amount in CWIP for a period of	Total
	Less than 1 Years	1-2 Years	2-3 Years	More than 3 Years
Projects in progress	545	-	-	-	545
Projects temporarily suspended	-	-	-	-	-

The capital work-in-progress ageing schedule for the year ended March 31, 2024 was as follows:

CWIP	Amount in CWIP for a period of	Amount in CWIP for a period of	Amount in CWIP for a period of	Amount in CWIP for a period of	Total
	Less than 1 Years	1-2 Years	2-3 Years	More than 3 Years
Projects in progress	-	-	-	-	-
Projects temporarily suspended	-	-	-	-	-

For Capital Work in Progress, there is no project where completion is overdue or has exceeded its cost compared to its original plan during the year 2024-25

8. Other Intangible Assets

(Amount in Rs. Thousands)

The changes in the carrying value of Intangible Assets for the year ended 31st March, 2025 are as follows:

==> picture [399 x 20] intentionally omitted <==

----- Start of picture text -----

Particulars Softwares Total
----- End of picture text -----

Particulars	Softwares	Total

Gross carrying value as at April 1, 2024 Additions Deletions	354 - -	354 - -
Gross carrying value as at March 31, 2025	354	354
Accumulated amortization as at April 1, 2024 Amortization for the year Accumulated amortization on deletions	246 56 -	246 56 -
Accumulated amortization as at March 31, 2025	302	302
Net Carrying value as at March 31, 2025	52	52

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

The changes in the carrying value of Intangible Assets for the year ended 31st March, 2024 were as follows:

==> picture [399 x 19] intentionally omitted <==

----- Start of picture text -----

Particulars Softwares Total
----- End of picture text -----

Particulars	Softwares	Total

Gross carrying value as at April 1, 2023 Additions Deletions	354 - -	354 - -
Gross carrying value as at March 31, 2024	354	354
Accumulated amortization as at April 1, 2023 Amortization for the year Accumulated amortization on deletions	190 56 -	190 56 -
Accumulated amortization as at March 31, 2024	246	246
Net Carrying value as at March 31, 2024	108	108

9. Other Financial Assets (Non-Current)

(Amount in Rs. Thousands)

==> picture [400 x 31] intentionally omitted <==

----- Start of picture text -----

Particulars As at As at
March 31, 2025 March 31, 2024
----- End of picture text -----

Particulars	As at March 31, 2025	As at March 31, 2024

Carried at amortised cost (Unsecured, Considered Good) Security deposit Term Deposit with Bank (Maturity more than 12 months)*	94 5,007	94 61,916
Total	5,101	62,010

Includes Rs. Six thousands (PY Six thousands) offered as security to Forest Department and Rs. NIL (PY Rs. 1159 thousands) offered as security deposit for guarantee issued by bank.

10. Income tax assets (Non Current)

(Amount in Rs. Thousands)

Particulars	As at March 31, 2025	As at March 31, 2024
Income Tax deposited under Protest Income Tax Refund for Earlier Years	440 3,586	440 3,586
Total	4,026	4,026

11. Inventories

(Amount in Rs. Thousands)

(Valued at cost or net realisable value, whichever is lower)

Particulars	As at March 31, 2025	As at March 31, 2024
Leasehold Plot Rights*	36,290	6,417
Total	36,290	6,417

Refer Note 4.6

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

Investments - Current (Amount in Rs. Thousands)	Investments - Current (Amount in Rs. Thousands)	Investments - Current (Amount in Rs. Thousands)
Particulars	As at March 31, 2025	As at March 31, 2024
Investment carried at Fair Value through Proft & Loss Mutual Funds	4,07,370	-
Total	4,07,370	-

Name of the Mutual Fund	As at 31st March 2025	As at 31st March 2025	As at 31st March 2024	As at 31st March 2024
	Units	(Amount in Rs. thousands)	Units	(Amount in Rs. thousands)
HDFC Arbitrage Fund- WP- DP-Growth	51,35,322.526	1,01,823	-	-
ICICI Prudential Equity Arbitrage Fund- DP- Growth	28,15,975.270	1,01,793	-	-
Kotak Equity Arbitrage Fund-DP-Growth	25,89,356.700	1,01,898	-	-
SBI Opportunities Arbitrage Fund-DP-Growth	28,84,376.864	1,01,856	-	-
Total		4,07,370		-

(Amount in Rs. Thousands)

12.2	Aggregate cost of Quoted Investments Aggregate value of unquoted investments Aggregate Market value of Quoted Investments		4,00,000 - 4,07,370		- - -

13. Trade Receivables

(Amount in Rs. Thousands)

==> picture [399 x 30] intentionally omitted <==

----- Start of picture text -----

Particulars As at As at
March 31, 2025 March 31, 2024
----- End of picture text -----

Particulars	As at March 31, 2025	As at March 31, 2024

Secured, Cosidered good Unsecured, Considered good	- 1,160	- -
Sub-total (a)	1,160	-
Trade receivables - credit impaired Less: impairment allowance	- -	- -
Sub-total (b)	-	-
Total (a+b)	1,160	-

No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies, respectively in which any director is a partner, a director or a member.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

Ageing for Trade Receivables outstanding as on March 31, 2025 is as under

==> picture [415 x 69] intentionally omitted <==

----- Start of picture text -----

Particulars Outstanding for following periods from due
date of payment Total
Not Less 6 1-2 2-3 More
Due than 6 Months Years Years Than 3
months to 1 Year years
----- End of picture text -----

Particulars	Outstanding for following periods from due date ofpayment	Outstanding for following periods from due date ofpayment	Outstanding for following periods from due date ofpayment	Outstanding for following periods from due date ofpayment	Outstanding for following periods from due date ofpayment	Outstanding for following periods from due date ofpayment	Total
	Not Due	Less than 6 months	6 Months to 1 Year	1-2 Years	2-3 Years	More Than 3 years

(i) Undisputed Trade receivables- consideredgood		1,160	-	-	-	-	1,160
(ii) Undisputed Trade receivables- which have signifcant increase in credit risk
(iii) Undisputed Trade receivables- credit impaired
(iv) Disputed Trade receivables- consideredgood
(v) Disputed Trade receivables- which have signifcant increase in credit risk
(vi) Disputed Trade receivables- credit impaired
Total	-	1,160	-	-	-	-	1,160

Ageing for Trade Receivables outstanding as on March 31, 2024 is as under

==> picture [415 x 69] intentionally omitted <==

Particulars	Outstanding for following periods from due date ofpayment	Outstanding for following periods from due date ofpayment	Outstanding for following periods from due date ofpayment	Outstanding for following periods from due date ofpayment	Outstanding for following periods from due date ofpayment	Outstanding for following periods from due date ofpayment	Total
	Not Due	Less than 6 months	6 Months to 1 Year	1-2 Years	2-3 Years	More Than 3 years

(i) Undisputed Trade receivables- consideredgood		-	-	-	-	-	-
(ii) Undisputed Trade receivables- which have signifcant increase in credit risk
(iii) Undisputed Trade receivables- credit impaired
(iv) Disputed Trade receivables- consideredgood
(v) Disputed Trade receivables- which have signifcant increase in credit risk
(vi) Disputed Trade receivables- credit impaired
Total	-	-	-	-	-	-	-

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

14. Cash and Cash Equivalents

(Amount in Rs. Thousands)

==> picture [400 x 31] intentionally omitted <==

----- Start of picture text -----

Particulars As at As at
March 31, 2025 March 31, 2024
----- End of picture text -----

Particulars	As at March 31, 2025	As at March 31, 2024

Balances with schedule banks: In Current Accounts Term Deposits with Bank with original Maturity of less than 3 Months Cash on hand	479 - 1	743 1,01,503 38
Total	480	1,02,284

15. Bank Balances other than Cash and Cash Equivelants

(Amount in Rs. Thousands)

Particulars	As at March 31, 2025	As at March 31, 2024
Term Deposit with Bank with original maturity of more than 3 months but upto 12 months*	6,42,208	8,83,837
Total	6,42,208	8,83,837

Includes Rs. 47638 thousands (PY Rs. 44909 thousands) offered as security to a Local Authority for performance obligations (upto Rs 41,900 thousands) and Rs. 1236 thousands (PY NIL) offered as security deposit for guarantee issued by bank.

16. Other financial assets-Current (at amortised cost)

(Amount in Rs. Thousands)

Particulars	As at March 31, 2025	As at March 31, 2024
(Unsecured, Considered Good) Interest accured on deposits	5,386	8,064
Total	5,386	8,064

17. Current Tax Assets (net)

(Amount in Rs. Thousands)

Particulars	As at March 31, 2025	As at March 31, 2024
(Unsecured, Considered Good) Income tax receivable (net of provision of Rs 10300 thousand, PY Rs 165000 thousand)	838	5,579
Total	838	5,579

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

18. Other Current Assets

(Amount in Rs. Thousands)

==> picture [399 x 29] intentionally omitted <==

----- Start of picture text -----

Particulars As at As at
March 31, 2025 March 31, 2024
----- End of picture text -----

Particulars	As at March 31, 2025	As at March 31, 2024

(Unsecured, Considered Good) Advance for CSR spending (refer note 38) Other Advances -Advance to Suppliers Prepaid Expenses Other Current Assets	1,826 - 29 7	- 384 33 -
Total	1,862	417

19. Equity Share Capital

(Amount in Rs. Thousands)

==> picture [399 x 31] intentionally omitted <==

----- Start of picture text -----

Particulars As at 31 [st] March 2025 As at 31 [st] March 2024
Number Amount Number Amount
----- End of picture text -----

Particulars	As at 31st March 2025	As at 31st March 2025	As at 31stMarch 2024	As at 31stMarch 2024
	Number	Amount	Number	Amount

Authorized Equity Share of Rs. 1/- (P.Y. Rs. 1/-) each 9.5% Redeemable cumulative Preference Shares of Rs. 100/- each Issued, Subscribed & Fully Paid up Equity Shares of Rs 1/- (P.Y. Rs. 1/-) each fully paid up	22,50,00,000 2,50,000 3,90,00,000	2,25,000 25,000	22,50,00,000 2,50,000 3,90,00,000	2,25,000 25,000
		2,50,000		2,50,000
		39,000		39,000
		39,000		39,000

19.1 Reconciliation of share capital:

(Amount in Rs. Thousands)

Particulars	As at 31st March 2025	As at 31st March 2025	As at 31stMarch 2024	As at 31stMarch 2024
	Number	Amount	Number	Amount
Equity Shares at the beginning of the year Add / (Less): Shares issued / (forfeited / buyback) during the year Equity Shares at the end of the year	39000000 -	39,000 -	39000000 -	39,000 -
	39000000	39,000	39000000	39,000

19.2 The rights, preferences and restrictions attached to each class of shares:

The Company has issued only one class of equity shares having par face value of Rs 1/- per share. Each equity shareholder is eligible for one vote per fully paid share held. Any dividend, if proposed by the Board of Directors, is subject to the approval of shareholders. Dividend declared and paid would be in Indian rupees. In the event of liquidation of the Company, the holders of equity share will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders or in case of partly paid shares the paid-up amount.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

19.3 Information regarding issue of shares in the last five years

During the last five years, the Company has neither issued any shares without payment being received in cash, nor issued any bonus shares and not undertaken any buy back of shares.

19.4 The detail of shareholders each holding more than 5% of the issued share capital:

Name of the Shareholder	As at 31st March 2025	As at 31st March 2025	As at 31stMarch 2024	As at 31stMarch 2024
	No. of Shares held	% of holding	No. of Shares held	% of holding
National Textile Corporation Ltd. MKJ Enterprises Ltd. Selecto Pac Private Ltd. Paharpur Cooling Towers Ltd. Doypack Systems Pvt Ltd.	13110000 1797510 3432500 7182047 2775000	33.62 % 4.61 % 8.80 % 18.42 % 7.12 %	13110000 2069238 3432500 7182047 2775000	33.62 % 5.31% 8.80 % 18.42 % 7.12 %

19.5 Disclosure of Shareholding of Promoters: 19.5.1 As at 31st March 2025, Class of Shares - Equity Share

Equity Shares held by Promoters at the end of the year	Equity Shares held by Promoters at the end of the year	Equity Shares held by Promoters at the end of the year	Equity Shares held by Promoters at the end of the year	Equity Shares held by Promoters at the end of the year	% Change during the Year
Promoter Name	No. of Shares at the beginning of the year	Change during the year	No. of Shares at the end of the year	% of Total Shares
Late Mr. Mahendra Swarup National Textile Corporation Ltd. Selecto Pac Private Ltd. Paharpur Cooling Towers Ltd. Doypack Systems Pvt Ltd. Total*	52500 13110000 3432500 7182047 2775000 24651530	- - - - - -	52500 13110000 3432500 7182047 2775000 24651530	0.13 % 33.62 % 8.80 % 18.42 % 7.12 % 63.21 %	0.00% 0.00% 0.00% 0.00% 0.00% 0.00 %

*Pending for transfer in the name of legal heirs.

19.5.2 As at 31st March 2024, Class of Shares - Equity Share

Equity Shares held by Promoters at the end of the year	Equity Shares held by Promoters at the end of the year	Equity Shares held by Promoters at the end of the year	Equity Shares held by Promoters at the end of the year	Equity Shares held by Promoters at the end of the year	% Change during the Year
Promoter Name	No. of Shares at the beginning of the year	Change during the year	No. of Shares at the end of the year	% of Total Shares
Late Mr. Mahendra Swarup* National Textile Corporation Ltd. Selecto Pac Private Ltd. Paharpur Cooling Towers Ltd. Doypack Systems Pvt Ltd.	52500 13110000 3432500 5281530 2775000	- - - 1900517 -	52500 13110000 3432500 7182047 2775000	0.13 % 33.62 % 8.80 % 18.42% 7.12 %	0.00% 0.00% 0.00% 4.88% 0.00%

*Pending for transfer in the name of legal heirs.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

20. Other Equity

(Rs. in ‘000)

==> picture [398 x 27] intentionally omitted <==

----- Start of picture text -----

Particulars As at As at
March 31, 2025 March 31, 2024
----- End of picture text -----

Particulars	As at March 31, 2025	As at March 31,2024

General Reserve Opening Balance (+) Additions during the year (-) Utilized / transferred during the year Capital Redemption Reserve Opening Balance (+) Additions during the year (-) Utilized / transferred during the year Retained Earnings Opening Balance Add: Proft for the year	1,67,070 - -	1,67,070 - -
	1,67,070	1,67,070
	10,975 - -	10,975 - -
	10,975	10,975
	8,70,420 22,759	46,904 8,23,516
	8,93,179	8,70,420
	10,71,224	10,48,465

20.1 Description of nature and purpose of each reserve

a General Reserve

Under the erstwhile Companies Act, 1956, it was mandatory to transfer a requisite amount to a general reserve before a company can declare dividend. This mandatory requirement has been withdrawn under Companies Act, 2013.The amounts previously transferred to the general reserve whether relating to declaration of dividend or otherwise is a free reserve available to the Compan

b Capital Redemption Reserve

As per provisions of Companies Act, 2013, capital redemption reserve is created when the company purchases its own shares out of free reserve or security premium or redeems its preference shares out of profits. A sum equal to the nominal value of shares so purchased or redeemed is transferred to Capital Redemption Reserve. The reserve is utilized in accordance with the provisions of Section 69 of Companies Act, 2013. It is very old reserve.

c Retained Earnings

This reserve represents undistributed accumlated earnings of the company as on the balance sheet date. Retained Earnings is a free reserve available to the Company.

21. Other financial liabilities-Non current

(Amount in Rs. Thousands)

Particulars	As at March 31, 2025	As at March 31, 2024
Other Payable* -Payable to Ex-Employees	21,642	21,642
Total	21,642	21,642

*Refer Note No. 36.2

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

Deferred Tax Assets/(Liabilities) (Amount in Rs. Thousands)	Deferred Tax Assets/(Liabilities) (Amount in Rs. Thousands)	Deferred Tax Assets/(Liabilities) (Amount in Rs. Thousands)
Particulars	As at March 31, 2025	As at March 31,2024
Deferred Tax Liability (Net)	1,671	39
Total	1,671	39

22.1 Movement in Deferred Tax Assets/(Liabilites) for the year ended 31st March 2025

	(Amount in Rs. Thousands)	(Amount in Rs. Thousands)	(Amount in Rs. Thousands)
Particulars	Deferred Tax Assets/(Liabilities) as at 31-03-2024	(Charge)/Credit to Statement of Proft and Loss	Deferred Tax Assets/ (Liabilities) as at 31-03-2025
-On account of Depreciation/ Amortization -Deferred Tax on account of unrealized (Gains)/Losses on Investments -Deferred Tax Liability (Net)	(39) -	54 (1,686)	15 (1,686)
	(39)	(1,632)	(1,671)

22.2 Deferred Tax Assets/(Liabilites) for the year ended 31st March 2024

Deferred Tax Assets/(Liabilites) for the year ended 31st March 2024	Deferred Tax Assets/(Liabilites) for the year ended 31st March 2024	Deferred Tax Assets/(Liabilites) for the year ended 31st March 2024	Deferred Tax Assets/(Liabilites) for the year ended 31st March 2024
(Amount in Rs. Thousands)
Particulars	Deferred Tax Assets/(Liabilities) as at 31-03-2023	(Charge)/Credit to Statement of Proft and Loss	Deferred Tax Assets/ (Liabilities) as at 31-03-2024
-On account of Depreciation/ Amortization -Deferred Tax Liability (Net)	(57) (57)	18 18	(39) (39)

23. Trade Payables

(Amount in Rs. Thousands)

Particulars	As at March 31, 2025	As at March 31,2024
Total Outstanding dues of micro and small enterprises Total Outstanding dues of other than micro and small enterprises	1,085 7,168	1,274 7,588
Total	8,253	8,862

23.1 Ageing Schedule of Trade Payable is as below

As at 31st March, 2025

Particulars	Outstanding for following periods from due date of payment	Outstanding for following periods from due date of payment	Outstanding for following periods from due date of payment	Outstanding for following periods from due date of payment	Outstanding for following periods from due date of payment	Outstanding for following periods from due date of payment	Total
	Unbilled	Not Due	Less than 1 Year	1-2 Years	2-3 Years	More than 3 Years
Undisputed dues - MSME	378	334	373	-	-	-	1,085
Undisputed dues - Others	-	3,783	3,385	-	-	-	7,168
Disputed dues - MSME	-	-	-	-	-	-	-
Disputed dues - Others	-	-	-	-	-	-	-

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

As at 31st March, 2024

Particulars	Outstanding for following periods from due date of Payment	Outstanding for following periods from due date of Payment	Outstanding for following periods from due date of Payment	Outstanding for following periods from due date of Payment	Outstanding for following periods from due date of Payment	Outstanding for following periods from due date of Payment	Total
	Unbilled	Not Due	Less than 1 Year	1-2 Years	2-3 Years	More than 3 Years
Undisputed dues - MSME	866	354	54	-	-	-	1,274
Undisputed dues - Others	-	5,369	2,219	-	-	-	7,588
Disputed dues - MSME	-	-	-	-	-	-	-
Disputed dues - Others	-	-	-	-	-	-	-

24. Other Financial Liabilities

(Amount in Rs. Thousands)

Particulars	As at March 31, 2025	As at March 31, 2024
Retention Money Payable	10	10
Total	10	10

25. Other Current liabilities

(Amount in Rs. Thousands)

==> picture [399 x 27] intentionally omitted <==

----- Start of picture text -----

Particulars As at As at
March 31, 2025 March 31, 2024
----- End of picture text -----

Particulars	As at March 31, 2025	As at March 31,2024

Contract Liabilities (Amount received from customers) Statutory Dues Payable Liability for unspent CSR Expenditure Other Payable	- 404 11,723 5	3,351 920 - -
Total	12,132	4,271

26. Revenue from Operations

(Amount in Rs. Thousands)

Particulars	Year ended March 31, 2025	Year ended March 31,2024
Revenue from sale of leasehold plot rights Commission Received	- 4,000	9,92,566 -
	4,000	9,92,566

27. Other Income

(Amount in Rs. Thousands)

==> picture [400 x 27] intentionally omitted <==

----- Start of picture text -----

Particulars Year ended Year ended
March 31, 2025 March 31, 2024
----- End of picture text -----

Particulars	Year ended March 31, 2025	Year ended March 31,2024

Interest Income - on Bank Deposits - on Loan to a KMP Net Gain on changes in fair value of Mutual Fund Other Misc. Income	63,579 - 7,370 146	66,529 177 - -
	71,095	66,706

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

28. Land and Site Development Expenses

(Amount in Rs. Thousands)

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Site Development Expenses Registration and Stamp Duty charges of Leasehold Land	511 29,362	6,047 -
	29,873	6,047

29. Changes in inventories

(Amount in Rs. Thousands)

==> picture [399 x 29] intentionally omitted <==

----- Start of picture text -----

Particulars Year ended Year ended
March 31, 2025 March 31, 2024
----- End of picture text -----

Particulars	Year ended March 31, 2025	Year ended March 31, 2024

Opening Stock Leasehold Plot Rights Closing Stock Leasehold Plot Rights (Increase) / Decrease in inventories	6,417	37,782
	6,417	37,782
	36,290	6,417
	36,290	6,417
	(29,873)	31,365

30. Depreciation and Amortisation Expenses

(Amount in Rs. Thousands)

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Depreciation of Property, Plant and Equipment Amortisation of Right of use Assets Amortisation of Intangible assets	188 1,381 56	139 343 56
	1,625	538

31. Other Expenses

(Amount in Rs. Thousands)

==> picture [400 x 29] intentionally omitted <==

----- Start of picture text -----

Particulars Year Ended Year Ended
March 31, 2025 March 31, 2024
----- End of picture text -----

Particulars	Year Ended March 31, 2025	Year Ended March 31, 2024

Legal & Professional Expenses Labour Charges Conveyance & Travelling Expense Corporate Social Responsibility Expenditure (refer Note 38) Fees to Stock Exchange Power & Fuel Repair Others Building Repairs Business Promotion Offce Rent	13,229 1,387 4,051 11,800 383 282 136 - 1,430 832	12,573 454 4,137 5,103 383 381 145 15 2,269 455

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

==> picture [400 x 29] intentionally omitted <==

----- Start of picture text -----

Particulars Year Ended Year Ended
March 31, 2025 March 31, 2024
----- End of picture text -----

Particulars	Year Ended March 31, 2025	Year Ended March 31, 2024

Rates & Taxes Directors’ Sitting Fees Payment To Auditors (Refer Note 31.1) Communication Expenses Advertisement Printing & Stationary Security Expenses Other Expenses	578 650 820 85 47 73 1,902 1,362	697 730 1,028 126 50 96 740 1,379
	39,047	30,761

31.1 Payment to Auditors

(Amount in Rs. Thousands)

==> picture [400 x 30] intentionally omitted <==

----- Start of picture text -----

Particulars Year Ended Year Ended
March 31, 2025 March 31, 2024
----- End of picture text -----

Particulars	Year Ended March 31, 2025	Year Ended March 31, 2024

Statutory Audit Fees Tax Audit Limited Review Fees Taxation Matters Other- Expenses Reimbursed to Stat Auditors	413 - 159 236 12	413 177 177 236 25
	820	1,028

32. Amount of Income Tax recognised in the Statement of Profit and Loss

(Amount in Rs. Thousands)

==> picture [400 x 30] intentionally omitted <==

----- Start of picture text -----

Particulars Year Ended Year Ended
March 31, 2025 March 31, 2024
----- End of picture text -----

Particulars	Year Ended March 31, 2025	Year Ended March 31, 2024

Current tax - Continued Operations Current year Earlier Years Current tax - Discontinued Operations Current year	10,248 (63)	1,65,467 208
	10,185	1,65,675
	52	(467)
	52	(467)
Total	10,237	1,65,208
Deferred Tax	1,632	(18)
Total Income Tax	11,869	1,65,190

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

32.1 Reconciliation of Tax expense

(Amount in Rs. Thousands)

==> picture [400 x 45] intentionally omitted <==

----- Start of picture text -----

Particulars Year Ended Year Ended
March 31, 2025 March 31, 2024
Profit before tax from continuing operation 34,423 9,90,561
----- End of picture text -----

Particulars	Year Ended March 31, 2025	Year Ended March 31, 2024
Proft before tax from continuing operation	34,423	9,90,561
Proft before tax from discontinuing operation Total proft before Income tax Income Tax liability at domestic income tax rate of 25.168% Add/(Deduct) impact of: Expenses not deductible in determining taxable income Expenses deductible in determining taxable income Effect of lower rate of Tax on Capital Gains Effect of notional and exempt income Others Tax adjustment for earlier years Deferred Tax	205 34,628 8,715 3,373 - - (1,855) 67 (63) 1,632	(1,855) 9,88,706 2,48,838 1,403 (15,902) (69,402) - 63 208 (18)
Total Tax Expenses	11,869	1,65,190

33. Profit / (Loss) from discountinued operations

(Amount in Rs. Thousands)

==> picture [400 x 31] intentionally omitted <==

----- Start of picture text -----

Particulars Year Ended Year Ended
March 31, 2025 March 31, 2024
----- End of picture text -----

Particulars	Year Ended March 31, 2025	Year Ended March 31, 2024

Income from discountinued Operations Closure proceeds received from erstwhile Trusts of the Company Expenses related to discountinued Operations Legal & Professional Fee Paid	981	-
	981	-
	776	1,855
	776	1,855
	205	(1,855)

33.1 Cash flows from discontinued operations

(Amount in Rs. Thousands)

==> picture [400 x 44] intentionally omitted <==

----- Start of picture text -----

Particulars Year Ended Year Ended
March 31, 2025 March 31, 2024
Net Cash inflow / (outflow) from Operating activities 205 (1,855)
----- End of picture text -----

Net Cash infow / (outfow) from Operating activities	205	(1,855)
Net Cash infow / (outfow) from Investing activities	-	-
Net Cash infow / (outfow) from Financing activities	-	-
Net Cash infow from discontinued operations	205	(1,855)

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

34. Earning per Share - Continued Business

(Amount in Rs. Thousands)

==> picture [396 x 33] intentionally omitted <==

----- Start of picture text -----

Particulars Year Ended Year Ended
March 31, 2025 March 31, 2024
----- End of picture text -----

Particulars	Year Ended March 31, 2025	Year Ended March 31, 2024

Proft / (Loss) attributable to Equity Shareholders (In Rs. ‘000) Weighted average number of Equity Shares of Rs. 1/- Each (No. of Shares) Earning per Shares - Basic & Diluted (In Rs.)	22,606 3,90,00,000 0.58	8,24,904 3,90,00,000 21.15

34.1 Earning per Share - Discontinued Operations

(Amount in Rs. Thousands)

==> picture [395 x 34] intentionally omitted <==

----- Start of picture text -----

Particulars Year Ended Year Ended
March 31, 2025 March 31, 2024
----- End of picture text -----

Particulars	Year Ended March 31, 2025	Year Ended March 31, 2024

Proft / (Loss) attributable to Equity Shareholders (In Rs. ‘000) Weighted average number of Equity Shares of Rs. 1/- Each (No. of Shares) Earning per Shares - Basic & Diluted (In Rs.)	153 3,90,00,000 0.00	(1,388) 3,90,00,000 (0.04)

35. Discontinuing Operations

In view of the Economic/Financial non-viability and on-going labor problems etc., the Company had discontinued its operations of manufacturing of Polyester Fibers and Chips in 1998. In earlier years the company had disposed off all assets related to discontinued business, however disputed financial liabilities are still pending as per details given below.

35.1 The carrying amount of total assets and liabilities to be disposed off at the year end are as follows. Comparative information for the discontinuing operations is included in accordance with Ind AS-105, Discontinuing Operations:

(Amount in Rs. Thousands)

Particulars	As at March 31, 2025	As at March 31, 2024
Total Assets Total Liabilities Other fnancial liabilities-Non current Other fnancial liabilities Net Assets / (Liabilities)	- 21,642	- 21,642
	(21,642)	(21,642)

35.2 Other payable, Note 21, includes alleged dues being contested before the Honourable Jurisdictional High Court and other Authorities at Rs. 21642 Thousand (P.Y. Rs. 21642 Thousand). These dues pertain to erstwhile employees of the Company and the matter is subjudice. These will be paid when finally settle by the Honourable Court/ Authorities concerned. Hence it has not been fair valued.

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

36. Based on information available with the Company the amounts due to Micro and Small Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) is as under:

==> picture [397 x 29] intentionally omitted <==

----- Start of picture text -----

Particulars As at As at
31-03-2025 31-03-2024
----- End of picture text -----

Particulars	As at 31-03-2025	As at 31-03-2024

Principal amount due and remaining unpaid Interest due on above and the unpaid interest Interest Paid Payment made beyond the appointed day during the year Interest due and payable for the period of delay Interest accrued and remaining unpaid Amount of further interest remaining due and payable in succeeding years	1,085 - - - - - -	1,274 - - - - - -

37. Contingent Liabilities & Commitments (To the extent not provided for)

Claims against the Company not acknowledged as debts including excise, Income Tax, Labour Disputes, Legal and other Disputes: (Rs. ‘000)

==> picture [397 x 41] intentionally omitted <==

----- Start of picture text -----

(Amount in Rs. Thousands)
Particulars As at As at
31-03-2025 31-03-2024
----- End of picture text -----

Particulars	As at 31-03-2025	As at 31-03-2024

(a) PF Cases pending at various forums (b) Labor Matters relating settlement pending at various forums (c) Custom Matters (d) Excise Matters being refund claim and Interest thereon (e) Income Tax Matters (f) FEMA Matters (g) Legal cases against company u/s 138 of Negotiable Instrument Act	5,895 4,742 1,711 13,831 2,217 12,600 9,246	5,895 4,742 1,711 32,360 2,217 12,600 9,246

Notes:

a) Interest and penalty, if any, is not computable at this point of time hence not considered in the above statement of contingent liability.
b) The Company had received a notice from Commissioner of Customs (Export-1), Mumbai relating to submission of Export Obligation Discharge Certificate for fulfilment of export obligations during export obligation period prior to the year 2000. The Company has filed a writ petition against the said notice before Hon’ble Allahabad High Court and the Management believes that no material liability will arise in this matter.

38. Corporate Social Responsibilities (CSR) :

As per section 135 of the Companies Act, 2013, a CSR Committee has been formed to assist the Board of Directors to formulate the CSR Policy and review the implementation and progress of the same. The Company is required to spend, in every financial year, at least two per cent of the average net profits of the company made during the three immediately preceding financial years on Corporate Social Responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art & culture, healthcare, disaster management etc.

100

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

38.1 Details of CSR Activities:

(Amount in Rs. Thousands)

==> picture [396 x 35] intentionally omitted <==

----- Start of picture text -----

Particulars Year Ended Year Ended
31-03-2025 31-03-2024
----- End of picture text -----

Particulars	Year Ended 31-03-2025	Year Ended 31-03-2024

a) Amount required to be spent by the company during the year	11,800	5,103
b) Amount of expenditure incurred,
i) Construction/Acquisition of any Asset	-	-
ii) On purposes other than (i) above	77	5,103
c) Shortfall at the end of the year,	11,723	-
d) Total of previous years shortfall,	-	-
e) Reason for shortfall	See Note Below	NA
f) Nature of CSR activities	Setting up of Fire station in Kavi nagar Industrial area Ghaziabad. (Being a Disaster Management Activity)	Amount spent through Implementing Agencies on various activities viz. Education, Healthcare, beneft of Armed Forces Veterans, War Widows and their Dependents.
Details of related party transactions, e.g., contribution to a trust controlled by the company in relation to CSR expenditure as per relevant Accounting Standard	NIL	NIL
Where a provision is made with respect to a liability incurred by entering into a contractual obligation, the movements in the provision during the year shall be shown separately	Kindly refer Note 2 below	NIL

Note 1: The company has decided to set up a fire station at the Kavi Nagar Industrial Area, Ghaziabad requiring time to complete. The company has given advance for purchase of a Fire Tender. The unspent amount has been transferred to a special account with the Bank in accordance with provisions of Section 135(6) of the Companies Act, 2013.

Note 2: During the year the company had created a provision for unspent CSR amount of Rs. 11723 (thousands) as at March 31, 2025 out of which a sum of Rs. 3652 (thousands) was spent upto the month of April 2025. The unspent amount transferred to the special account shall be utilized on setting up Fire Station.

39. In the opinion of the Board and to the best of their knowledge and belief the value on realization of all assets other than property, plant and equipment, intangible assets and non-current investments, in the ordinary course of business will not be less than the amount at which they are stated in Balance Sheet and that provision for all know liabilities has been made.

101

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

40. Related Party Disclosure

40.1 List of Related Parties

Key Management Personnel of Reporting Entity:

==> picture [397 x 40] intentionally omitted <==

----- Start of picture text -----

Name Designation
Mr. Bhuwan Chaturvedi
Chief Executive Officer
Mr. Ankit Garg Chief Financial Officer
----- End of picture text -----

Name	Designation
Mr. Bhuwan Chaturvedi	Chief Executive Offcer
Mr. Ankit Garg	Chief Financial Offcer
Ms. Anuradha Sharma	CompanySecretary
Mr. Gaurav Lodha	Director
Mr. HartajSewa Singh	Director
Mr. Gaurav Swarup	Director
Mr. Atul Seksaria	Director
Mr. Niranjan Kumar Gupta(Upto 31-03-2024)	Director
Mr. Naveen Aggarwal(Upto 31-03-2024)	Director
Mr. Shyam Sunder Madan(Upto 31-03-2024)	Director
Ms. Purti Marwaha(upto 10-02-2024)	Director
Mrs. Shukla Bansal	Director
Mr Palani SamyKungumaraju	Director
Mr. Rishabh Chand Lodha	Director
Mr. Ashutosh Gupta	Director
Advocate Arvind Kumar	Relative of a director

40.1.1 Associates of Reporting Entity:

National Textile Corporation Ltd. (Holding more than 20% shareholding in the company)

Paharpur Cooling Towers Ltd. (Holding indirectly more than 20% shareholding in the company)

40.2 Following transactions were carried out during the year ended March 31, 2025 with related parties in the ordinary course of business:

40.2.1 Transactions with Key Management Personnel:

(Amount in Rs. Thousands)

==> picture [396 x 28] intentionally omitted <==

----- Start of picture text -----

Particulars Year Ended Year Ended
31-03-2025 31-03-2024
----- End of picture text -----

Particulars	Year Ended 31-03-2025	Year Ended 31-03-2024

Remunerationpaid to Ms. Anuradha Sharma	554	514
Professional feepaid to Adv Arvind Kumar	-	356
Remunerationpaid to Mr. Ankit Garg	871	806
Remunerationpaid to Mr. Bhuwan Chaturvedi*	-	-
Interest charged from Mr. Bhuwan Chaturvedi	-	177
SittingFeespaid to Mr. Naveen Aggarwal	-	235
SittingFeespaid to Mr. N.K. Gupta	-	205
SittingFeespaid to Mr. S.S. Madan	-	185
SittingFeespaid to Ms. Purti Marwaha	-	105
SittingFeespaid to Mr. Gaurav Lodha	165	-
SittingFeespaid to Mr. Atul Seksaria	215	-
SittingFeespaid to Mrs. Shukla Bansal	130	-
SittingFeespaid to Mr. Rishabh Chand Lodha	140	-

Considered Nil as being reimbursed to PCTL as deputation charges.

** Reimbursement of Actual Expenditure has not been considered in the above statement.

102

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

40.2.2 Transactions with Associates:

Nature of Transactions	Year Ended 31-03-2025	Year Ended 31-03-2024
Transactions with Paharpur Cooling Towers Ltd.
Reimbursement for various expenses	6,269	5,312

40.3 Following were the balance outstanding at March 31, 2025 with related parties:

Following were the balance outstanding at March 31, 2025 with related parties:	Following were the balance outstanding at March 31, 2025 with related parties:	Following were the balance outstanding at March 31, 2025 with related parties:
Balance outstanding with Associates: (Amount in Rs. Thousands
Particulars	Year Ended 31-03-2025	Year Ended 31-03-2024
In respect of National Textile Corporation Ltd.	-	-
In respect of Paharpur Cooling Towers Ltd.
Retainership charges payable	1,471	797

40.3.1 Balance outstanding with Associates:

41. Disclosure under Ind AS 108 – ‘Operating Segments’ is not given as, in the opinion of the Chief Operating Decision Maker, the entire business activity falls under one segment, viz ,primarily engaged as real estates. The Company conducts its business only in one Geographical Segment, viz., India. Customers contributing more than 10% of revenue and all non current assets of the Company are located in India.

42. Previous year figures have been regrouped, rearranged or reclassified where ever necessary.

43. Risk Management Framework

The Company’s business is subject to various risk and uncertainties including financial risks. The Company’s documented risk management polices act as an effective tool in mitigating the various financial risks to which the business is exposed to in the course of their daily operations. The risk management policies cover areas such as liquidity risk, market risk, interest rate risk, and capital management. Risks are identified through a formal risk management programme with active involvement of senior management personnel and business managers. The Company has in place risk management processes in line with the Company’s policy. Each significant risk has a designated ‘owner’ within the Company at an appropriate senior level. The potential financial impact of the risk and its likelihood of a negative outcome are regularly updated.

43.1 Financial Risk

The Company’s principal financial liabilities comprise of trade payables and other payables. The Company’s principal financial assets include Investments, Cash and Cash Equivalents, Bank Deposits, Interest accrued on Bank Deposits that are derived directly from its operations.

The Company is exposed to primarily credit risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s senior management is supported by Finance department that advises on financial risks and the appropriate financial risk governance framework for the Company. The Finance department provides assurance to the Company’s senior management that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. It is the company’s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks.

103

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

43.2 Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations when they become due. The company does not foresee any liquidity problem as it has sufficient surplus funds to meet all its financial obligations as and when they become due.

The liquidity position of the company is given below:

(Amount in Rs. Thousands)

==> picture [396 x 31] intentionally omitted <==

----- Start of picture text -----

Particulars Year Ended Year Ended
31-03-2025 31-03-2024
----- End of picture text -----

Particulars	Year Ended 31-03-2025	Year Ended 31-03-2024

Cash and Cash Equivalents	480	1,02,284
Other Bank Balances	6,42,208	8,83,837
Investments in Mutual Funds	4,07,370	-
Total	10,50,058	9,86,121

The table below summarizes the maturity profile of the company’s financial liabilities based on contractual undiscounted payments.

43.3 Maturity profile of financial Liabilities

==> picture [396 x 45] intentionally omitted <==

----- Start of picture text -----

(Amount in Rs. Thousands)
Particular Less than 1 to 5 More than Total
1 Year Years 5 years
----- End of picture text -----

Particular	Less than 1 Year	1 to 5 Years	More than 5 years	Total

March 31, 2025
Trade payables	8,253	-	-	8,253
Other fnancial liabilities	10	-	21,642	21,652
	8,263	-	21,642	29,905
March 31, 2024				-
Trade payables	8,862	-	-	8,862
Other fnancial liabilities	10	-	21,642	21,652
	8,872	-	21,642	30,514

43.4 Market Risk

Market Risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables, and loans and borrowings.

Company has no international operations, nor any derivatives. However it manages market risk through the corporate finance department, which evaluates and exercises independent control over the entire process of market risk management. The corporate finance department recommends risk management objectives and policies, which are approved by Board of Directors. The activities of this department include management of cash resources, borrowing strategies, and ensuring compliance with market risk limits and policies.

104

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

43.5 Foreign Exchange Risk

Foreign exchange risk is the risk of impact related to fair value or future cash flows of an exposure in foreign currency, which fluctuate due to changes in foreign exchange rates. The Company has no exposure to foreign exchange risk as there are no international operations.

43.6 Equity Price Risk

The primary goal of the company to invest its surplus funds in Mutual Funds is to maintain liquidity along with deriving better returns. Depending upon the investment strategy the Management has classified its investments as Fair Value through Profit and (Loss). The following tables details the Companies sensitivity to a 1% increase and decrease in the price of related instruments.

Equity Price Risk The primary goal of the company to invest its surplus funds in Mutual Funds is to maintain liquidity along with deriving better returns. Depending upon the investment strategy the Management has classifed its investments as Fair Value through Proft and (Loss). The following tables details the Companies sensitivity to a 1% increase and decrease in the price of related instruments.	Equity Price Risk The primary goal of the company to invest its surplus funds in Mutual Funds is to maintain liquidity along with deriving better returns. Depending upon the investment strategy the Management has classifed its investments as Fair Value through Proft and (Loss). The following tables details the Companies sensitivity to a 1% increase and decrease in the price of related instruments.	Equity Price Risk The primary goal of the company to invest its surplus funds in Mutual Funds is to maintain liquidity along with deriving better returns. Depending upon the investment strategy the Management has classifed its investments as Fair Value through Proft and (Loss). The following tables details the Companies sensitivity to a 1% increase and decrease in the price of related instruments.
Amount In Rs Thousands
Impact on Proft/(Loss) for the year	Year Ended 31-03-2025	Year Ended 31-03-2024
Market Price increase by 1%	4,074	-
Market Price decrease by 1%	(4,074)	-

43.7 Credit risk

Credit Risk arises from the possibility that counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly. The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the company compares the risk of default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. The principal credit risk that the company exposed to is non collection of trade receivables leading to credit loss. This risk is mitigated by reviewing credit worthiness of the prospective customers prior to entering into contract and post contracting, through continuous monitoring of collections by the finance team. The Company has not suffered any default by its customers.

Financial Assets are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan with the Company. The company categorises a loan or receivable for write off when a debtor fails to make contractual payments in normal course of business. Where loans or receivables have been written off, the Company continues to engage in enforcement activity to attempt to recover the receivable due. Where recoveries are made, these are recognised in statement of profit and loss.

43.8 Capital Management

The Company’s policy is to maintain a strong capital base so as to maintain investors, creditors and market confidence and to sustain future development of the business. For the purpose of the Company’s capital management, capital includes issued equity capital, and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to maximize the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, if any, return capital to shareholders or issue new shares.

105

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

43.8.1 The capital structure of the Company is as follows (Amount in Rs. Thousands)

Particular	As at March 31, 2025	As at March 31, 2024
Total Equity	11,10,224	10,87,465
Borrowings	-	-

The Company is fully equity financed which is evident from the capital structure table. It is a net cash company and is not subject to any capital trequirement.

44. Fair value measurement

44.1 Valuation Principles

At initial recognition, transaction price is the best evidence of fair value. However, when the Company determines that transaction price does not represent the fair value, it uses inter-alia valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (i.e., an exit price), regardless of whether that price is directly observable or estimated using a valuation technique.

In order to show how fair values have been derived, financial instruments are classified based on a hierarchy of valuation techniques, as explained in Note below

44.2 Fair value hierarchy

Fair value of the financial instruments is classified in various fair value hierarchies based on the following three levels:

Level 1: Quoted prices (unadjusted) in active market for identical assets or liabilities.

Level 2: Inputs other than quoted price included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

The fair value of financial instruments that are not traded in an active market is determined using market approach and valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

If one or more of the significant inputs is not based on observable market data, the fair value is determined using generally accepted pricing models based on a analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparty.

The fair value of trade payables and other Current financial assets and liabilities is considered to be equal to the carrying amounts of these items due to their short-term nature. Where such items are Non-current in nature, the same has been classified as Level 3 and fair value determined. Similarly, unquoted equity instruments, if any, where most recent information to measure fair value is insufficient, or if there is a wide range of possible fair value measurements, cost has been considered as the best estimate of fair value.

There has been no change in the valuation methodology for Level 3 inputs during the year. There were no transfers between Level 1, Level 2 and Level 3 during the year ended 31-03-2025 & 31-032024.

106

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

44.3 Categories of financial instruments and fair value thereof: (Amount in Rs. Thousands)

==> picture [396 x 45] intentionally omitted <==

----- Start of picture text -----

Particulars March 31, 2025 March 31, 2024
Carrying Fair Value Carrying Fair Value
Amount Amount
----- End of picture text -----

Particulars	March 31, 2025	March 31, 2025	March 31, 2024	March 31, 2024
	Carrying Amount	Fair Value	Carrying Amount	Fair Value

Financial Assets carried at fair value through Proft and Loss (FVTPL) Invesments in Mutual Funds A. Financial Assets -Measured at Amortized Cost Trade Receivables Cash and cash equivalents Bank balances other than Cash and Cash Equivalents Other Current Financial assets Other Financial Assets-Non Current	4,07,370 1,160 480 6,42,208 5,386 5,101	4,07,370 1,160 480 6,42,208 5,386 5,101	- - 1,02,284 8,83,837 8,064 62,010	- - 1,02,284 8,83,837 8,064 62,010
Total	10,61,705	10,61,705	10,56,195	10,56,195
B. Financial Liabilities- Measured at Amortized Cost Trade Payables Other fnancial liabilities	8,253 21,652	8,253 21,652	8,862 21,652	8,862 21,652
Total	29,905	29,905	30,514	30,514

The management assessed that trade receivables, cash and cash equivalents, bank balances other than cash and cash equivalents, other financial assets, trade payables, and other current liabilities are considered to be equal to the carrying amounts of these items largely due to the short-term maturities of these instruments. Difference between carrying amount and fair value of bank deposits, other financial assets, other financial liabilities subsequently measured at amortized cost is not significant in each of the year presented.

44.4 The following table presents the fair value measurement hierarchy of financial assets and liabilities measured at fair value on recurring basis.

As at 31st March 2025

Particulars	Total	Fair value measurement using	Fair value measurement using	Fair value measurement using
	(Carrying Value)	Quoted prices in active markets	Signifcant observable inputs	Signifcant unobservable inputs
		(Level 1)	(Level 2)	(Level 3)
Financial Assets carried at fair value through
Proft and Loss (FVTPL)
Invesments in Mutual Funds	4,07,370	4,07,370	-	-
Total	4,07,370	4,07,370	-	-

107

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

As at 31st March 2024

Particulars	Total (Carrying Value)	Fair value measurement using	Fair value measurement using	Fair value measurement using
		Quoted prices in active markets	Signifcant observable inputs	Signifcant unobservable inputs
		(Level 1)	(Level 2)	(Level 3)
Financial Assets carried at fair value through
Proft and Loss (FVTPL)
Invesments in Mutual Funds	-	-	-	-
Total	-	-	-	-

45. Additional Regulatory Information (to the extent applicable)

45.1 The title deeds of the immovable property are held in the name of the Company.
45.2 There is no revaluation of any of the items of Property, Plant & Equipments & Right to use assets during the year.
45.3 The Company does not hold any benami property and accordingly no proceeding has been initiated or pending against it for holding any benami property.
45.4 The Company has no borrowing from banks and financial institutions . It has not been declared wilful defaulter by any bank or financial institution or Governmentor any Government authority.
45.5 As per information available with the Company, it had no dealings with any company struck off u/s 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
45.6 Other than loan given in the normal and ordinary course of business, the Company has not advanced or loaned or invested funds (either from borrowed funds or any other sources or kind of funds) to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, (whether recorded in writing or otherwise), that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company; or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
45.7 The Company has not received any funds from any persons or entities, including foreign entities (“Funding Party”), with the understanding (whether recorded in writing or otherwise) that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
45.8 The Company has not dealt in or invested in any crypto currency or virtual currency.
45.9 The Company does not have any transaction which is not recorded in the Books of accounts that has been surrendered or disclosed as income during the year in the tax assessment under the Income Tax Act (such as search or survey or any other relevant provisions of the Income Tax Act, 1961. Further, there were no previously unrecorded income and related assets.

108

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

46. Financial Ratios as per latest amendment to Schedule III to the Companies Act, 2013 are as below:

==> picture [396 x 35] intentionally omitted <==

----- Start of picture text -----

Ratio Numerator Denominator Current Previous % Reasons for Variance /
Period Period Variance REMARKS
----- End of picture text -----

Ratio	Numerator	Denominator	Current Period	Previous Period	% Variance	Reasons for Variance / REMARKS

Current Ratio (in times)	Current Assets	Current Liabilities	53.72	76.59	-29.86%	Due to increase in liabilities on account of increase in CSR spending obligation.
Debt-Equity Ratio (in times)	Total Debts	Share holders Equity	-	-	-	Not Applicable since no Debt in current year and preceding year.
Debt-Service Coverage Ratio	Earning available for Debt Service	Debt Service	-	-	-	No debts service in the current year and preceding year.
Return on Equity	Net Proft after tax (-) Preference Dividend, if any	Average Net Worth	2.07%	121.87%	-98.30%	Due to substantial decrease in net proft after tax on account of minuscule activites from operations
Inventory Turnover Ratio (in times)	Sales	Average Inventory	0.00%	44.91	-100.00%	Due to no revenue from sale of Inventory.
Trade Receivable Turnover Ratio	Net Credit Sale	Average Accounts receivable	689.66%	-	-	Not Applicable since the comparative fgures for preceding year were NIL
Trade Payable Turnover Ratio	Net Credit Purchase	Average Trade Payable	-	-	-	Not applicable since the Company had not purchased any inventory items in the current year as well as preceding year.
Net Capital Turnover Ratio	Net Sales	Working Capital [Current Assets - Current Liabilities]	0.004	0.995	-99.63%	Due to no sales of inventory and increase in working capital during the year.
Net Proft Ratio (in %)	Net Proft after Tax	Net Sales	0.00%	82.97%	-100.00%	Not Comparable since there is a loss from operations.

109

55[th] Annual Report 2024-2025

SWADESHI POLYTEX LIMITED

==> picture [396 x 36] intentionally omitted <==

----- Start of picture text -----

Ratio Numerator Denominator Current Previous % Reasons for Variance /
Period Period Variance REMARKS
----- End of picture text -----

Ratio	Numerator	Denominator	Current Period	Previous Period	% Variance	Reasons for Variance / REMARKS

Return on Capital Employed	Earning before Interest and Tax (EBIT)	Capital Employed [Tangible Net Worth + Total Debt + Deferred tax Liability]	3.00%	91.00%	-96.70%	Due to substantial decrease in EBIT on account of no sale of goods.
Return on Investment	Interest Income	Cost of Investment
a. Mutual Funds			-	-	-	Not comparable since there was invesment in Mutual funds in preceeding year
b. For Bank FD			7.10%	7.40%	-4.05%

As per our Report of even date attached For SANMARK & ASSOCIATES For and on behalf of the Board of Directors CHARTERED ACCOUNTANTS Swadeshi Polytex Limited Firm Registration Number: 003343N

For and on behalf of the Board of Directors

Sd/Sd/Sd/- (S.K. Bansal) (Hartaj Sewa Singh) (Gaurav Lodha) Partner Director Director FRN : 003343N, M.No. : 082242 DIN : 00173286 DIN : 03414211 Sd/Sd/ Place : Faridabad (Ankit Garg) (Anuradha Sharma) Date : 23.05.2025 Chief Financial Officer Company Secretary UDIN: 25082242BMIWVC7429 ICSI M. No.: 51838

Sd/- (Bhuwan Chaturvedi) Chief Executive Officer

110

55[th] Annual Report 2024-2025

if undelivered, please return to: SWADESHI POLYTEX LIMITED CIN: L25209UP1970PLC003320 KJ-77, J- Block, Regd. Office : Kavi Nagar, Ghaziabad - 201002 (UP)

AI assistant

Swadeshi Polytex Ltd. — Annual Report 2025

63288_rns_2025-06-10_e35d08e2-554f-45a8-ba49-92d0fb3c4b01.pdf

SWADESHI POLYTEX LIMITED

Date: 9[th] June, 2025

Subject: Annual report Submission as per Regulation 34 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015

For Swadeshi Polytex Limited

SWADESHI POLYTEX LIMITED BOARD OF DIRECTORS AS ON DATE

KEY MANAGERIAL PERSONNELS

REGISTERED OFFICE

REGISTRAR AND SHARE TRANSFER AGENT

M/s RCMC Share Registry Private Limited

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY BUSINESS

SPECIAL BUSINESS

NOTES:

SWADESHI POLYTEX LIMITED

DISPATCH OF ANNUAL REPORT THROUGH EMAIL AND REGISTRATION OF EMAIL IDs

: Procedure to raise questions / seek clarifications with respect to Annual Report

Details for remote e-voting and e-voting during the AGM

SWADESHI POLYTEX LIMITED

Process and manner of remote e-voting and e-voting during the AGM

- Step 1: Access to NSDL e Voting system

securities in demat mode

SWADESHI POLYTEX LIMITED

B) Login Method for shareholders other than Individual shareholders holding securities in demat

mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

SWADESHI POLYTEX LIMITED

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system. (How to Cast your vote electronically and join General Meeting on NSDL e-Voting system)

General Guidelines for shareholders

Process for those shareholders whose email ids are not registered with the depositories / Company for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

PROCEDURE FOR INSPECTION OF DOCUMENTS:

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

SWADESHI POLYTEX LIMITED

Other Information:

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No. 4

BRIEF PROFILE OF DIRECTORS:

DIRECTORS’ REPORT TO THE MEMBERS

DEAR MEMBERS,

FINANCIAL HIGHLIGHTS

CHANGE IN THE NATURE OF BUSINESS

MATERIAL CHANGES AND COMMITMENTS

DIVIDEND

TRANSFER TO GENERAL RESERVE

SHARE CAPITAL

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

ALTERATION IN THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. RETIREMENT BY ROTATION

B. KEY MANAGERIAL PERSONNEL:

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

Declaration by Chief Executive Officer

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

PERFORMANCE EVALUATION

SECRETARIAL STANDARDS

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

STATE OF COMPANY’S AFFAIRS

ANNUAL RETURN

CORPORATE GOVERNANCE

PARTICULARS OF EMPLOYEES AND REMUNERATION

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

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

CORPORATE SOCIAL RESPONSIBILITY POLICY

AUDITORS:

a. STATUTORY AUDITORS & STATUTORY AUDITORS REPORT:

REPORTING OF FRAUDS BY AUDITORS:

b. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

SWADESHI POLYTEX LIMITED

c. INTERNAL AUDITORS

d. COST AUDITORS

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

ANNUAL SECRETARIAL COMPLIANCE REPORT :

POLICIES:

PUBLIC DEPOSITS

LISTING AT STOCK EXCHANGE:

SIGNING OF THE FINANCIAL STATEMENTS:

DIRECTOR’S RESPONSIBILITY STATEMENT

OTHER DISCLOSURES:

Swadeshi Polytex Ltd. Annual Report 2025