Year End :2024-03

Your Directors are pleased to present the thirtieth Annual Report of the Company covering the operating and financial performance together with the Audited Financial Statements and the Auditors’ Report thereon for the Financial Year ended on March 31, 2024.

FINANCIAL RESULTS

The financial highlights of the Company during the period ended March 31, 2024 are as below:

(Amount in Lakhs)

Particulars	Financial Year 2023-24	Financial Year 2022-33
Revenue from operations (Gross)	654.42	268.23
Less: Excise duty	0.00	0.00
Revenue from operations (Net)	654.42	268.23
Other income	103.89	96.48
Total Revenue	758.31	364.72
Less: Expenses
(a) Cost of materials consumed	615.49	209.68
(b) Purchases of stock-in-trade	-	-
(c) Changes in inventories of FG, WIP & Stock-in-Trade	-	-
(d) Employee benefits expense	14.34	18.75
(e) Finance costs	1.77	2.21
(f) Depreciation expense	8.00	11.43
(g) Other expenses	54.91	62.54
Total Expenses	694.51	304.61
Profit/ (Loss) before tax	63.80	59.64
Less: Tax expense:	17.39	5.53
(a) Current tax expense	15.97	14.84
(b) Deferred tax	1.42	(9.77)
(c) Prior Period Adjustment	-	0.45
Profit / (Loss) for the year	46.40	54.57
Earnings per share (face value Rs.1/-) Basic & Diluted (In Rupees)	0.04	0.05

OPERATIONS REVIEW:

The Company’s total revenue from operations during the financial year ended 31stMarch, 2024 were Rs. 758.31 Lacs as against Rs. 364.72 Lacs of the previous year representing increase of approximately about 107.91 % over the corresponding period of the previous year with total expenses of Rs.694.51 lacs (previous year of Rs. 304.61 lacs). The Company has made Net Profit of Rs.46.40 Lacs as against Rs.54.47 Lacs of the previous year after considering Depreciation and Provision for Tax and other adjustments representing a decrease of approximately 15% about over the corresponding period of the previous year.

The EPS of the Company for the year 2023-24 is Rs. 0.04/-

DIVIDEND:

No dividend has been recommended in respect of the financial year ended 31st March, 2024 and the entire surplus be ploughed back to the business to meet the needs for additional finance for capital expenditure.

TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves during the year.

SHARE CAPITAL:

During the year under review, there was no change in capital structure, the Paid Up Share Capital of the Company was Rs.11,44,09,900/-. The Company’s Authorized share capital is Rs.62,00,00,000/- comprising of 62,00,00,000 equity shares of Rs.1/- each.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AND CHANGE IN NATURE OF THE BUSINESS:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Directors’ Report except:-

The Company has after the closure of financial year floated a Right Issue of 457639600 fully paid equity shares at the rate of Rs.1/- per share, resulting into a total issue of Rs.4576.396 lakhs. The said issue was pursuant to the In-Principle approval received from the Stock Exchange i.e. BSE Ltd. on 12th February, 2024.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE Limited where the Company’s Shares are listed.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the Company did not transfer any unclaimed dividend and shares to Investors Education and Protection Fund.

DEPOSITS:

During the year under review, the Company has neither invited nor accepted any deposits from the public under Section 76 and Chapter V of the Companies Act, 2013 and rules made thereunder.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATES COMPANIES:

During the year under review, the Company does not have any Subsidiary, Joint Venture (JV) or Associates Company. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELS:

The Board of Directors of your company has various Executive and Non-Executive Directors including Independent Directors who have wide experience in different disciplines of corporate functioning.

There were no material changes during the year on the board of directors, except:-

Mr. Saurabh B Shah, CS was appointed as Company Secretary and Compliance Officer w.e.f. 15th April, 2023

Mr. Shetal S Shah, Director of the Company who retires by rotation at the conclusion of this Annual General Meeting and being eligible offer himself for re-appointment. A brief resume of Mr. Shetal S Shah, being a director, is given in the section on “Report on Corporate Governance” forming part of this Annual Report.

Mr. Shetal Shah - Chairman, Managing Director and Chief Financial Officer and Mr. Saurabh B Shah (Appointed w.e.f. 15.04.2023), Company Secretary & Compliance Officer of the Company are the Key Managerial Personnel in terms of Section 203(1) of the Companies Act, 2013.

As on date of this Report, the Board of Directors of the Company comprised of Four Directors, one of whom is the Chairman & Managing Director. The remaining Three Directors comprises of one who is a Non-Executive and NonIndependent Director, Two Director Non-Executive and Independent Directors.

DECLARATIONS OF INDEPENDENT DIRECTORS:

The Company has received declaration pursuant to Section 149(7) of the Companies Act, 2013 from each of its NonExecutive and Independent Directors to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, Regulation 16(1) (b) and Regulation 25 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as “Listing Regulations”). These declarations have been placed before and noted by the Board.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors to the best of its knowledge and ability, confirm that:

(a) In the preparation of the annual accounts for the financial year ended on March 31,2024, the applicable accounting

standards had been followed along with proper explanation relating to material departures;

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2024 and of the profit and loss of the Company for that period;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis;

(e) They have 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) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

NUMBER OF MEETINGS OF THE BOARD:

During the year under review, Regular Board Meetings are held once in a quarter, inter-alia, to review the quarterly results of the Company. During the year under review 8(Eight) Board Meetings were convened and held on 15.04.2023, 29.05.2023, 12.08.2023, 09.11.2023, 02.02.2024, 13.02.2024, 01.03.2024 and 14.03.2024. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013. The details of the meetings of the Board of Directors are given in the section on “Report on Corporate Governance” forming part of this Annual Report.

DETAILS OF FRAUD REPORTING BY AUDITOR:

During the year under review, there were no frauds reported by the auditors to the Board under section 143(12) of the Companies Act, 2013.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The Company has formed Nomination and Remuneration Committee which has framed Nomination and Remuneration Policy. The Committee reviews and recommend to the Board of Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below of Key Managerial Personnel. The Company does not pay any remuneration to the Non-Executive Directors of the Company other than sitting fee for attending the Meetings of the Board of Directors and Committees of the Board. Remuneration to Executive Directors is governed under the relevant provisions of the Act and approvals.

The Company has devised the Nomination and Remuneration Policy for the appointment, re-appointment and remuneration of Directors, Key Managerial. All the appointment, re-appointment and remuneration of Directors and Key Managerial Personnel are as per the Nomination and Remuneration Policy of the Company. The Nomination and Remuneration Policy is also available on the website of the Company www.sawacabusiness.com

For Board of Directors and Senior Management Group, The Board of Directors of the Company has laid down a code of conduct for all the Board Members and Senior Management Group of the Company. The main object of the Code is to set a benchmark for the Company’s commitment to values and ethical business conduct and practices. Its purpose is to conduct the business of the Company in accordance with its value systems, fair and ethical practices, applicable laws, rules and regulations. Further, the Code provides for the highest standard of professional integrity while discharging the duties and to promote and demonstrate professionalism in the Company.

All the Board Members and Senior Management Group of the Company have affirmed compliance with the code of conduct for the financial year ended on March 31,2024 as required by Regulation 26(3) of the Listing Regulations. A declaration signed by the Chairman & Managing Director to this effect is attached as a part of this Annual Report. The code of conduct is also available on the website of the Company www.sawacabusiness.com

FOR PREVENTION OF INSIDER TRADING:

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 came into effect from May 15, 2015 to put in place a framework for prohibition of insider trading in securities and to strengthen the legal framework thereof. Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (“Code of Fair Disclosure”) of the Company. The Code of Fair Disclosure is available on the website of the Company www.sawacabusiness.com

Further, pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated and adopted the Code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them on the consequence of non-compliances. The Company Secretary has been appointed as a Compliance Officer and is responsible for monitoring adherence to the Code. The code of conduct to regulate, monitor and report trading by insiders is also available on the website of the Company www.sawacabusiness.com

VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company www.sawacabusiness.com.

BOARD EVALUATION:

Pursuant to the provisions of Sections 178(2) of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, the Nomination and Remuneration Committee / Board has carried out evaluation of the performance of the Board, its Committees and Independent Directors. A structured evaluation feedback form was prepared after taking into consideration the inputs received from the Directors, covering various aspects such as board composition, flow of board process, information and functioning, establishment and determination of responsibilities of Committees, and quality of relationship between the Board and the management. The performance of Individual Directors and the Board Chairman was also carried out in terms of attendance, contribution at the meetings, circulation of sufficient documents to the Directors, timely availability of the agenda, etc. Further, pursuant to Schedule IV of the Companies Act, 2013, the performance evaluation of the Independent Directors was carried out by the entire Board of Directors of the Company, except the one being evaluated.

PERFORMANCE EVALUATION:

The performance evaluation of the Independent Directors was completed. During the financial year under review, the Independent Directors met on 13th February, 2024 inter-alia, to discuss:

• Performance evaluation of Non Independent Directors and Board of Directors as a whole;

• Performance evaluation of the Chairman of the Company;

• Evaluation of the quantity, quality and timeliness of flow of information between the Management and Board for effective performance by the Board.

The Board of Directors expressed their satisfaction with the evaluation process.

COMMITTEES OF THE BOARD OF DIRECTORS:

Your Company has several Committees which have been established as part of the best Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board of Directors:

• Audit Committee

• Stakeholder’s Grievances and Relationship Committee

• Nomination and Remuneration Committee

• Executive Committee

• Transfer Committee

The details with respect to the compositions, powers, terms of reference and other information of relevant committees are given in details in the Corporate Governance Report which forms part of this Annual Report.

RISK MANAGEMENT POLICY:

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/ mitigating the same.

The Company has framed a formal Risk Management Framework for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

POLICY FOR PREVENTION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE:

Your Directors state that during the year under review, there were no complaints reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

BOARD DIVERSITY:

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164(2) of the Companies Act, 2013.

STATUTORY AUDITORS:

Pursuant to Section 139 and other applicable provisions of the Companies Act, 2013 and rules made there under, M/ s. M A A K & Associates(Firm Registration Number: 135024W), Statutory Auditors, Chartered Accountants, Ahmedabad were appointed as a Statutory Auditors of the Company at the Twenty Sixth Annual General Meeting held on September 30, 2020 for five years i.e. Financial Year 2020-2021 to Financial Year 2024-2025 from conclusion of Twenty six Annual General Meeting till the conclusion of Thirty First Annual General Meeting.

The eligibility certificate pursuant to Section 141 of the Companies Act, 2013 and the rules made thereunder is also received from the Statutory Auditors of the Company.

The Standalone Auditors’ Report for the financial year ended on March 31, 2024 have been provided in “Financial Statements” forming part of this Annual Report.

The report of the Statutory Auditor generally does not contain any qualification, reservation, adverse remark or disclaimer except:-

Remark	Comment by Company
The Company has used an accounting software for maintaining its books of accounts which does not have a features of recording audit trail (edit log) facility.	Management will take care about the qualification and will install the feature of audit trail as soon as possible.

INTERNAL AUDITORS:

M/s. Shridhar Shah & Co. has been appointed on 21.05.2024 as the internal auditor of the company for the Financial Year 2023-24 and continues until resolved further. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit Committee.

SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. Mukesh H. Shah & Co., Company Secretaries as Secretarial Auditor of the Company for the financial year ended on March 31,2024. The Secretarial Audit Report for the financial year ended on March 31,2024 is attached as Annexure -I to the Directors’ Report and forming part of this Annual Report.

DIRECTORS’ RESPONSE ON AUDITORS’ QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMER MADE:

There is a no qualification of Disclaimer of Opinion in the Auditor’s Report on the Financial Statements to the shareholders of the Company made by the Statutory Auditors in their Auditors.

EXTRACT OF ANNUAL RETURN:

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, The annual return in Form No.MGT-7 for the financial year 2023-24 will be available on the website of the Company (www.sawacabusiness.com). The due date for filing annual return for the financial year 2023-24 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the website of the Company (www.sawacabusiness.com) as is required in terms of Section 92(3) of the Companies Act, 2013.

CORPORATE GOVERNANCE REPORT:

Pursuant to the Regulation 34(3) read with Schedule V Part C of the Listing Regulations, a “Report on Corporate Governance” is given separately, forming part of this Annual Report. Pursuant to Regulation 34(3) read with Schedule V, Part E of the Listing Regulations, the Certificate from M/s. Mukesh H Shah & Co., Company Secretaries, Ahmedabad confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to the Regulation 34(2) (e) read with Schedule V, Part B of the Listing Regulations, “Management Discussion & Analysis” is given separately forming part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENT:

Pursuant to Section 186 of the Companies Act, 2013 and the rules made thereunder, particulars of loans given, investments made or guarantee given or security provided, have been provided in “Financial Statements” forming part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Pursuant to the provision of Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of contracts or arrangements with related parties falling within the scope of Section 188(1) of the Companies Act, 2013 given in prescribed Form AOC-2 is attached as Annexure -II to the Directors’ Report and forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

As the Company does not fall under the mandatory bracket of Corporate Social Responsibility, the Company has not taken any initiative on Corporate Social Responsibility.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has laid down the set of standards, processes and structure which enables to implement internal financial control across the Organization and ensure that the same are adequate and operating effectively. To maintain the objectivity and independence of Internal Audit, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with the operating systems, accounting procedures and policies of the Company. Based on the report of Internal Auditor, the process owners undertake the corrective action in their respective areas and thereby strengthen the Control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board.

PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

Romnnoratirkn Ratin of Hirortnrc/ KMP/ Firmlnvooc

Name	Designation	Remuneration Paid		Ratio to medain remuneration	Increase / decrease in remuneration from previous year (Rs.)
		FY 2022-23 (Rs.)	FY 2023-24 (Rs.)
Shetal Shah	MD & CFO	660000	660000	1:6.46	0
Satish Shah	NED	165000	-	-	165000
Saurabh Shah	CS	184000	180000	1:1.80	0

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

Employed throughout the year : 8 (Eight)

Employed for part of the year : Nil

The number of permanent employees on the rolls of Company as on 31 March, 2024: 08 (Eight)

The remuneration paid to all Key management Personnel was in accordance with remuneration policy adopted by the Company.

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

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the Conservation of Energy, Technology Absorption and Research and Development are not applicable to the Company.

During the Year Company used foreign exchange and earned foreign exchange amounting is NIL.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:

During the year under review, there were no significant and/or material orders passed by any Court or Regulator or Tribunal, which may impact the going concern status or the Company’s operations in future.

INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review.

BUSINESS RESPONSIBILITY REPORT:

Pursuant to Regulation 34(2) (f) of the Listing Regulations read with notification SEBI/LAD-NRO/GN/2015-16/27 dated December 22, 2015, the Business Responsibility Report is to be given only by top 500 listed companies based on market capitalization, therefore the same is not applicable to the Company as on March 31, 2024.

INSOLVENCY AND BANKRUPTCY CODE:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

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 is not applicable to the Company.

ACKNOWLEDGMENTS:

The Board of Directors greatly appreciates the commitment and dedication of employees at all levels who have contributed to the growth and success of the Company. We also thank all our clients, vendors, investors, bankers and other business associates for their continued support and encouragement during the year.

We also thank the Government of India, Government of Gujarat, Ministry of Commerce and Industry, Ministry of Finance, Customs and Excise Departments, Income Tax Department and all other Government Agencies for their support during the year and look forward to their continued support in future.

For And On Behalf Of The Board Of Directors For, Sawaca Business Machines Limited

Sd/-

Shetal Satishkumar Shah

PLACE : Ahmedabad CMD

DATE : 09.08.2024 DIN: 02148909