Swasth Foodtech India Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2025

Your Directors hereby submits the 4th Annual Report on the business and operations of your Company
(“the Company” or “SWASTH FOODTECH INDIA”), along with the audited financial statements, for
the financial year ended March 31, 2025.

1. FINANCIAL SUMMERY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

The Financial Results for the year ended March 31, 2025 and the corresponding figure for the previous
year are as under:

Particulars	Standalone
	2024-25	2023-24
Revenue from Operations	16,863.88	13,324.98
Other Income	44.06	107.19
Total Income	16,907.94	13,432.17
Total Expenditure	16,616.41	13,215.58
Profit before tax	291.53	216.59
Current Tax	41.22	11.28
Income tax Adjustment	0.51	-
Deferred Tax Adjustment	8.83	11.97
Profit after Tax	240.97	193.34
Basic Earnings per share (in ?)	5.45	5.03

Notes:

• Equity shares are at face value of ?10/- per share.

• 15,87,600 equity shares were issued by way of Initial Public Offer (“IPO”)

2. TRANSFER TO RESERVES

We do not propose to transfer any amount to general reserve.

3. DIVIDEND

To strengthen the financial position of the Company and to augment working capital, your directors do
not recommend any dividend for the FY 2025.

4. STATE OF COMPANY’S AFFAIRS

Your Directors are pleased to share the exceptional operational and financial performance achieved by
the Company even during this turbulent times of aggressive interest rate hikes and other geopolitical
factors and its consequent effect on economies of worldwide.

During the FY2025:

> Revenue from operations at ? 16,863.88 lakhs in FY 25 as compared to ? 13,324.98 lakhs in
FY24, translating to a growth of 26.56% on consolidated basis.

> PAT at ^240.97 lakhs in FY25 as compared to ^193.34 lakhs in FY24, translating to a
staggering growth of 24.63% on consolidated basis.

It is expected that the Company will achieve better operation and financial performance in FY2025.

5. CHANGE IN THE NATURE OF BUSINESS

There is no Change in the nature of the business / operation of the Company done during the year under
review.

6. CHANGE IN NAME AND STATUS OF THE COMPANY

The Company was incorporated on February 02, 2021 under the name and style of ‘Swasth Foodtech
India Private Limited’, a private limited company under the Companies Act, 1956, pursuant to a
certificate of incorporation dated February 02, 2021 issued by the Registrar of Companies, Central
Registration Centre. Subsequently, our Company was converted into a public limited company pursuant
to a resolution passed by our Board of Directors in their meeting held on January 27, 2024 and by the
Shareholders in an Extraordinary General Meeting held on February 01, 2024 and consequently the
name of our Company was changed to ‘Swasth Foodtech India Limited’ and a fresh certificate of
incorporation dated May 20, 2024 was issued by the Registrar of Companies, Central Registration
Centre. The Corporate Identification Number of our Company is L15490WB2021PLC242881.

7. INITIAL PUBLIC ISSUE

The Equity Shares of the Company were listed on “BSE SME” and was approved by its shareholders
in the Extra Ordinary General Meeting of the Company held on July 18, 2024 for issue of 15,87,600
equity shares by way of Initial Public Offer (“IPO”). The Listing of Equity Shares of the Company
successfully completed and got listed on February 28, 2025. In the IPO, 15,87,600 Equity Shares of
Rs.10/- each at an issue price of Rs.94 per shares. The issue was opened for subscription on February
19, 2025 and closed on February 21, 2025. The Board has allotted 15,87,600 Equity Shares of Rs. 94/-
each to the successful applicant on February 25, 2025. The equity shares of the Swasth Foodtech India
Limited got listed on February 28, 2025 on the BSE SME. As on March, 31, 2025 the Authorised Share
Capital of the Company is Rs. 7,00,00,000 divided into 70,00,000 Equity Shares of Rs.10/- each. The
Paid up Share Capital of the Company is Rs. 5,85,72,820 divided into 58,57,282 Equity Shares of
Rs.10/- each.

8. UTILISATION OF FUNDS RAISED THROUGH IPO

During the year under review, the Company has come up with Initial Public offer of 15,87,600 Equity
Shares for cash at a price of Rs.94/- per Equity Shares (including a premium of Rs 84/- per Equity
Shares), aggregating to Rs. 1,492.344 Lakhs. Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, it is hereby confirmed that there
was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated
in the prospectus dated February 12,2025.

9. DEMATERIALISATION OF SHARES

During the year under review, the Company has entered into tripartite agreements for dematerialization
of equity shares with the MAS Services Limited, National Securities Depository Limited and Central

Depository Services (India) Limited. As on March 31, 2025, the share of the Company held in demat
form represents 100% of the total issued and paid-up capital of the Company. The Company ISIN No.
is INE0TIR01017. M/s. MAS Services Limited is the Registrar and Share Transfer Agent of the
Company.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred during
the period from the end of the financial year to which the financial statement related till the date of this
report except:

11. SHARE CAPITAL AND INITIAL PUBLIC OFFERING OF YOUR COMPANY

The Company has successfully completed the maiden Initial Public Offer (IPO) on February 21, 2025.
In the IPO, 15,87,600 Equity Shares of Rs 10/- each was offered by the Company for subscription at an
issue price of Rs. 94/- per shares. The issue was opened for subscription on February 19, 2025 and
closed on February 21, 2025. The Board has allotted 15,87,600 Equity Shares of Rs 10/- each to the
successful applicant on February 25, 2025. The equity shares of the Swasth Foodtech India Limited got
listed on February 28, 2025 on the BSE SME. Your company share price debuted on BSE SME at Rs
94, a premium of Rs.84 over its issue price.

As on March 31, 2025, share capital of the Company was Rs. 585.73 lakhs.

12. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During the FY2024-25, the Company has increased its authorised capital from Rs.5crores to Rs.7 crores
and consequently altered its capital clauses in the Memorandum of Association. Further, there was
alteration in the articles of Association of company for Adoption of new set of Articles of Association
of the Company pursuant to the Companies Act, 2013 and conversion to a Public Limited Company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following are the details of the Board of the Company during the year under review:

DIN/PAN	Name	Designation	Appointment/ Cessation date
00668288	Dilip Chhajer	Appointed as Managing Director	July 10, 2024
09049569	Lakshay Jain	Appointed as Whole Time Director	July 10, 2024
09049568	Shrey Jain	Appointed as Whole Time Director and Chief Financial Officer	July 10, 2024
07213421	Silpi Agarwal	Appointed as Independent Director	July 11, 2024
08655931	Chandan Gupta	Appointed as Independent Director	July 11, 2024
AKLPT3124B	Seema Agarwal	Appointed as Company Secretary	July 10, 2024

14. DECLARATIONS BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, each of the
Independent Directors has confirmed to the Company that he or she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 16(l)(b) of the SEBI
(Listing Obligations and Disclosure Requirements), Regulations 2015 (the Listing Regulations) as
emended.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions
specified in the Act and Rules made thereunder.

15. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations
and in line with our corporate governance guidelines, peer evaluation of all Board members, annual
performance evaluation of its own performance, as well as the evaluation of the working of Board’s
Committees was undertaken. This evaluation is led by the Chairman of the Nomination and
Remuneration Committee with a specific focus on the performance and effective functioning of the
Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board
and committee meetings, acquaintance with business, communication inter se board members, the time
spent by each of the Board members, core competencies, personal characteristics, accomplishment of
specific responsibilities and expertise.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors
on the basis of the criteria such as the Board composition and structure, effectiveness of Board
processes, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the
Committee Members on the basis of the criteria such as the composition of Committees, effectiveness
of committee meetings, etc.

The report on the performance evaluation of the Individual Directors was reviewed by the Board and
feedback was given to the Directors.

16. BOARD MEETING

During the year under review Board met 13-06-2024; 25-06-2024; 10-07-2024; 11-07-2024; 18-07¬
2024; 15-02-2025; 25-02-2025 There were 7 board meetings were held in accordance with the
provisions of Companies Act, 2013. The details of the Board meetings are provided in the Report on
Corporate Governance, which forms a part of this Annual Report.

The intervening gap between two consecutive meetings was within the limit prescribed under the
Companies Act, 2013 and SEBI Listing Regulations.

17. MEETING OF THE INDEPENDENT DIRECTORS

During FY 2024-25, one meeting of Independent Directors was held without the presence of the
Executive Directors or Management Personnel on September 10, 2024. At such meeting, the
Independent Directors have discussed, among other matters, the challenges faced by the Company,
growth strategies, flow of information to the Board, strategy, leadership strengths, compliance,
governance, HR related matters and performance of Executive Directors.

18. COMMITTEES OF THE BOARD

A. AUDIT COMMITTEE

The Audit Committee of the Board comprises of:

Name of Directors	Category
Chandan Gupta	Independent Director - Chairperson
Silpi Agarwal	Independent Director
Dilip Chhajer	Managing Director

During the year under review, there has been no instance where the recommendations of the Audit
Committee have not been accepted by the Board. The terms of reference of the Audit Committee are in
accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations
although the listing regulation pertaining to Audit Committee is not applicable to the Company.

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board comprises of:

Name of Directors	Category
Silpi Agarwal	Independent Director - Chairperson
Chandan Gupta	Independent Director
Vandana Chhajer	Non-Executive Director

During the year under review, there has been no instance where the recommendations of the Nomination
and Remuneration Committee have not been accepted by the Board. The terms of reference of the
Nomination and Remuneration Committee are in accordance with the provision of the Companies Act,
2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Nomination
and Remuneration Committee is not applicable to the Company.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Board comprises of:

Name of Directors	Category
Chandan Gupta	Independent Director - Chairperson
Silpi Agarwal	Independent Director
Dilip Chhajer	Managing Director

During the year under review, there has been no instance where the recommendations of the
Stakeholders Relationship Committee have not been accepted by the Board. The terms of reference of
the Stakeholders Relationship Committee are in accordance with the provision of the Companies Act,
2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to
Stakeholders Relationship Committee is not applicable to the Company.

19. VIGIL MECHANISM

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation
22 of the Listing Regulations the Company has adopted a vigil mechanism named Whistle Blower
Policy for directors and employees to report genuine concerns, which shall provide adequate safeguards
against victimization of persons who use such mechanism. Under this policy, we encourage our
employees to report any reporting of fraudulent financial or other information to the stakeholders, any
conduct that results in violation of the Company’s Code of Business Conduct, to management (on an
anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind
against any employee who, based on the employee’s reasonable belief that such conduct or practice
have occurred or are occurring, reports that information or participates in the said investigation. The
Whistle Blower Policy is displayed on the Company’s website at http://www.swasthfoodtech.com

No individual in the Company has been denied access to the Audit Committee or its Chairman during
the FY2024-25.

20. APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a
policy for the selection and appointment of Directors and Senior Management Personnel and their
remuneration. The Remuneration Policy is included in the Corporate Governance Report, which forms
part of this Annual Report. The Company’s policy relating to the Directors appointment, payment of
remuneration and discharge of their duties is available on the website of the Company at
http://www.swasthfoodtech.com

21. RISK MANAGEMENT POLICY

Your Company’s Risk Management Framework is designed to enable risks to be identified, assessed
and mitigated appropriately. The Risk Management framework seeks to create transparency, minimize
adverse impact on the business objectives and enhance the Company’s competitive advantage.

The Company has constituted an internal Risk Management Committee. The details of the Committee
and its terms of reference are set out in the Corporate Governance Report forming part of the Board’s
Report. The Board reviews the same from time to time to include new risk elements and its mitigation
plan. Risk identification and its mitigation is a continuous process in our Company.

22. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company does not have any associate or subsidiary Company The Company does not have any
Joint Venture as on March 31, 2025.

A statement containing the salient features of the financial statement of the subsidiary/joint venture
Company is not required.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the standalone financial
statements of the Company along with relevant documents is available on the website of the Company
at http://www.swasthfoodtech.com under investors’ section. These documents will also be available for
inspection till the date of the AGM during business hours at the Registered Office of the Company.

23. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015
notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are
listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure
Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-
AS w.e.f. 1st April, 2017.As your Company is also listed on SME Platform of SE Limited, is covered
under the exempted category and is not required to comply with IND-AS for preparation of financial
statements.

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

During the year under review, no significant and material orders have been passed by the Regulators,
Courts, or Tribunals impacting the going concern status of the Company and its operation in the future.

25. STATUTORY AUDITOR

As per section 139(8) of the Companies Act, 2013, M/s Baid Agarwal Singhi & Co, Chartered
Accountants, (FRN: 328671E), has been appointed as Statutory Auditors of the Company from
01/04/2022 to 31/03/2027 for a period of five years.

26. CORPORATE GOVERNANCE

As our Company is coming with an issue in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018
as amended from time to time, as on date of this Prospectus, the requirement specified in regulations
17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and
para C, D and E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to our Company.
In additions to the applicable provisions of the Companies Act, 2013 will be applicable to our company
immediately up on the listing of Equity Shares on the Stock Exchanges. However, our Company has
complied with the corporate governance requirement, particularly in relation to appointment of
independent directors including woman director on our Board, constitution of an Audit Committee and
Nomination and Remuneration Committee. Our Board functions either on its own or through
committees constituted thereof, to oversee specific operational areas.

27. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed
Mrs. Kirti Sharma (CP No.: 26705, Membership No.: A41645), Company Secretaries to undertake the
secretarial audit of the company. The Secretarial Audit Report is annexed herewith as ''Annexure 1''.

28. SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the
Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued
by The Institute of Company Secretaries of India (ICSI).

29. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors and Internal Auditor have not reported any
instances of fraud committed in the Company by its officers or employees to the Audit Committee under
section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act,
2013.

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

The particulars of loans given, investment made or guarantee given or security provided and the purpose
for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section
186 of the Companies Act, 2013 are disclosed in the notes to account to the financial statements for the
financial year 2024-25.

31. DEPOSIT

The particulars of deposits accepted or renewed during the year under review are disclosed in the notes
to account to the financial statements for the financial year 2024-25.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties during the year under review are
disclosed in the notes to account to the financial statements for the financial year 2024-25.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s
website : http://www.swasthfoodtech.com

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGO

The details of conservation of energy and technology absorption are not applicable to the Company as
the Company is engaged in the service sector providing advertising services. Further, the foreign
exchange earnings and outgo for the financial year ended March 31, 2025 in accordance with the
provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules 2014 in the prescribed format are annexed hereto as “Annexure 1” and forms part of
this report.

34. MAINTENANCE OF COST RECORDS AND COST AUDIT

The requirement of maintenance of cost records as specified by the Central Government under sub¬
section (1) of section 148 of the Companies Act, 2013, and audit of cost records are applicable to the
Company during the year under review.

M/s DIPAK LAL & ASSOCIATES, Cost Accountants, (M No: F28441), has been appointed as Cost
Auditors of the Company from 01/04/2024 to 31/03/2025 .

35. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, neither any application was made nor any proceeding is pending against
the Company under the Insolvency and Bankruptcy Code, 2016.

36. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION

There was no one time settlement by the Company with the Banks or Financial Institutions during the
year under review, thus, the 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 are not applicable.

37. DIRECTOR’S RESPONSIBILITY STATEMENT

The Director’s Responsibility Statement referred to in clause (c) of Sub-section (3) of Section 134 of
the Companies Act, 2013 shall state that

a) In the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures.

b) The directors has 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 & loss of the
company for that period.

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

d) The directors has prepared the annual accounts on a going concern basis;

e) The directors, in the case of a listed company, had laid down internal financial controls to be

followed by the company and that such internal financial controls are adequate and were

operating effectively, and

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

38. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the
requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015, as amended from time to time.

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations.
The Code is displayed on the Company’s website at http://www.swasthfoodtech.com

39. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESS) ACT, 2013

The Company has zero-tolerance for sexual harassment at the workplace and has adopted a policy on
prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the rules framed thereunder. The Company has set up Internal Complaint Committee (ICC) under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
along with its relevant Rules.

There was no complaint pending at the beginning and at the end of FY2024-25. No complaints have
been received by the Committee during the FY2024-25.

40. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In term of requirements of Regulation 34(2)(e) of SEBI (LODR) Regulation 2015, a “Management
Discussion and Analysis Report” are set out as a separate section in this Annual Report which forms
an integral part of this report.

41. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION
AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaime d
dividends are required to be transferred by the Company to the IEPF, established by the Government
of India, after the completion of seven years. Further, according to the Rules, the shares on which
dividend has not been paid or claimed by the shareholders for seven consecutive years are also to be
transferred to the Demat account of the IEPF Authority.

During the year, there was no unclaimed and unpaid dividend and corresponding equity shares on which
dividend were unclaimed/unpaid for seven consecutive years which was required to be transferred as
per the requirement of the IEPF Rules.

Further, pursuant to the provisions of Section 124(6) of the Act read with the relevant Rules made
thereunder, as there was no equity shares on which dividend has not been paid or claimed for seven (7)
consecutive years or more, no shares are due for transfer to the IEPF as notified by the Ministry of
Corporate Affairs.

42. HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen
its employee value proposition. Your Company was able to attract and retain best talent in the market
and the same can be felt in the past growth of the Company. The Company is constantly working on
providing the best working environment to its Human Resources with a view to inculcate leadership,
autonomy and towards this objective; your company makes all efforts on training. Your Company shall
always place all necessary emphasis on continuous development of its Human Resources. The belief
“Great People create Great Organization” has been at the core of the Company’s approach to its people.

43. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as
there were no transactions on these items during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

• The Company does not have any scheme of provision of money for the purchase of its own
shares by employees or by trustees for the benefit of employees.

44. ACKNOWLDGEMENTS

Your Directors take this opportunity to express their sincere thanks to the Central Government and
Governments of various states, Financial Institutions, Bankers and Customers for their co-operation and
assistance extended.

Your Directors also wish to express their deep appreciation for the integrity and hard work of all the
employees of the Company at all levels to cope-up the challenging scenario and strive for the growth
of our Company.

The Board also takes this opportunity to express their deep gratitude for the continued co-operation and
support received from the shareholders.

For and on behalf of the Board of Directors
SWASTH FOODTECH INDIA LIMITED

DILIP CHHAJER

Date: May 26,2025 (Chairman & Managing Director)

Place: Kolkata DIN: 00668288