డైరెక్టర్ల నివేదిక Sawaliya Food Products Ltd.

Mar 31, 2025

Your Directors are pleased to present the 11^th (Eleventh) Annual Report together with the Company''s audited
financial statements for the Financial Year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

A summary of the financial performance of the Company is as follows:

in ''Lakhs’)

Particulars	FY2024-25	FY2023-24
Revenue from operations	3418.42	2339.78
Other income	10.99	10.54
Total Income	3429.41	2350.32
Operating expenditure	2450.58	1854.64
Depreciation and amortization expense	46.09	55.04
Total Expenditure	2496.67	1909.68
Extraordinary items	0.00	0.00
Net Profit before Taxation (PBT)	932.75	440.64
Tax Expense	256.57	103.24
Profit/(Loss) after Taxation (PAT)	676.18	337.40
Earnings Per Share
Basic	9.24	272.70
Diluted	9.24	272.70

2. STATE OF COMPANY''S AFFAIRS, REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

During the year under review, the Company recorded a growth of 46.12% in Revenue from Operations, which
stood at ^3418.42 Lakhs as compared to ^2339.78 Lakhs in the previous financial year. The Profit after Tax (PAT)
for FY 2024-25 was ^676.18 Lakhs, as against ^337.40 Lakhs in FY 2023-24, registering a substantial improvement.

During the year under review, there was no change in the nature of business of the Company.

3. DIVIDEND

The Directors do not recommend any dividend for the year under review. The Board has not proposed to transfer
any amount to the General Reserves.

4. TRANSFER TO RESERVES

The Board has not proposed to transfer any amount to General Reserves.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 (hereinafter referred to as ''the Act'') do not apply to
the Company for the year under review.

6. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED
BETWEEN THE END OF THE FINANCIAL PERIOD TO WHICH THIS FINANCIAL STATEMENT RELATE AND THE DATE
OF THE REPORT

Except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments
affecting the financial position of the Company, which have occurred between the end of the financial year of the
Company to which the financial statements relate and the date of the reports.

7. CONVERSION OF COMPANY INTO A PUBLIC COMPANY

The Shareholders of the Company vide a Special Resolution at their Extra-ordinary General Meeting held on May
27, 2024 approved the conversion of the Company from a Private Limited to a Public Limited company.
Subsequently, the Ministry of Corporate Affairs approved the said conversion on July 15, 2024 and issued a fresh
certificate upon the conversion into a public limited company.

8. ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION

A new set of Articles of Association was adopted and approved by the Shareholders at their Extra- Ordinary
General Meeting held on September 26, 2024.

9. INITIAL PUBLIC OFFER

During the year under review, the Company has taken significant steps towards its proposed listing. The Company
filed its Draft Red Herring Prospectus (DRHP) with the National Stock Exchange (NSE) on 15th October, 2024.
Subsequent to the observations and receipt of necessary approvals, the Company filed the Red Herring
Prospectus (RHP) on 29th July, 2025 with the Registrar of Companies, Gwalior, and the NSE. The Initial Public
Offer marks an important milestone in the growth journey of the Company, aimed at strengthening its capital
base and enhancing its visibility in the market. Subsequently, the issue comprising fresh issue of 26,02,800 equity
shares of Rs 10 each and an offer for sale of 3,00,000 equity shares of Rs. 10 each, both offered at a premium of
Rs. 110 each, opened for subscription on August 7, 2025 and the same shall close on August 11, 2025. The
Company shall finalize the basis of allotment of securities and subsequent listing on the NSE upon closure of the
issue.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars required under Section 134(3)(m) of the Companies Act, 2013(hereinafter referred to as ''the Act'')
read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 and further amended by Companies (Accounts)
Amendment Rules, 2015 regarding conservation of energy, technology absorption foreign exchange earnings and
outgo is annexed herewith and forms part of this report as Annexure -I.

11. DEMATERIALIZATION OF SHARES

All the Shares of your Company are Dematerialized as on March 31, 2025. The ISIN of the Equity Shares of your
Company is INE10VS01016.

12. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY

Your Company has in place a mechanism to identify, assess, monitor and mitigate various risks associated with
the business of the Company. Major risks identified by the businesses and functions, if any, are systematically
addressed through mitigating actions on a continuing basis.

Your Company has put in place a Board approved "Risk Management Policy" which inter-alia integrates various
elements of risk management into a unified enterprise-wide Policy.

13. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES

The provisions related to Corporate Social Responsibility ("CSR") are not applicable during the financial year 2024¬
25. However, basis the audited financials of March 31, 2025, the CSR provisions will become applicable to the
Company during the current financial year 2025-26 and accordingly the Company shall be required to comply with
the adoption of a CSR Policy and implement requisite amount towards its CSR obligation during the financial year
2025-26.

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

Details of loans, investments, guarantees, wherever applicable, covered under the provisions of Section 186 of
''the Act'' are furnished in the notes to the Financial Statements, forming part of the Financial Statements. During
the year under review there are no investments, guarantees, and securities given in respect of which provisions of
section 185 and 186 of the Act are applicable. The loans made by the Company are in compliance with the
provisions of Section 186 of ''the Act''.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered into by the Company during the financial year with related
parties were in the ordinary course of business and on an arm''s length basis. The particulars of such material
contracts or arrangements made with related parties in e-Form AOC-2 pursuant to Section 188 is furnished in
Annexure -II and is attached to this report.

The details of contracts and arrangements with Related Parties of your Company for the financial year ended
March 31, 2025, are given in Note no. 28 to the Standalone Financial Statements, forming part of this Annual
Report.

16. AUDITORS AND AUDIT REPORT
Statutory Auditors

M/s Maheshwari & Gupta, Chartered Accountants (ICAI Firm Registration Number 006179C) were appointed as
Statutory Auditors for a term of five (5) consecutive years from the conclusion of the 10th AGM of the Company
held in the year 2024 until the conclusion of the 15th AGM of the Company to be held in the year 2029.

The Auditors'' Report on the financial statements of the Company for the year ended March 31, 2025 is
unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors'' Report is
enclosed with the financial statements forming part of this Annual Report.

No frauds have been reported by the Statutory Auditors under sub section (12) of Section 143 of ''the Act''.
Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the applicable rules, the
requirement of Secretarial Audit is not applicable to the Company for the financial year ended March 31, 2025.
Accordingly, no Secretarial Auditor was appointed and therefore no Secretarial Audit Report is annexed to this
Board''s Report.

17. POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR
DUTIES

The Nomination and Remuneration Committee (NRC'') engages with the Board to evaluate the appropriate
characteristics, skills and experience for the Board as a whole as well as for its individual members with the
objective of having a Board with diverse backgrounds and experience in business, finance and governance. The
NRC, on the basis of such evaluation, determines the role and capabilities required for of Director. Thereafter, the
NRC recommends to the Board the selection of new Directors.

Based on the recommendations of the NRC, the Board has formulated a Policy on Director''s appointment and
remuneration which includes the criteria for determining qualifications, positive attributes, independence of a
director and process of appointment and removal as well as components of remuneration of Director(s), Key
Managerial Personnel (''KMP'') and Senior Management of the Company and other matters as provided under
Section 178(3) of ''the Act'' Director(s), Key Managerial Personnel (''KMP'') and Senior Management of the Company
and other matters as provided under Section 178(3) of ''the Act''.

The same is available at https://sawaliyafood.com/policies/.

18. PERFORMANCE EVALUATION AND ITS CRITERIA

The performance evaluation of the Directors was conducted by the entire Board on the basis of a structured
questionnaire which was prepared after taking into consideration inputs received from the Directors covering
various aspects of the Board''s functioning viz. adequacy of the composition of the Board and its Committees, time
spent by each of the directors; accomplishment of specific responsibilities and expertise; conflict of interest;
integrity of and experience of the Director; active participation and contribution during discussions and
governance, which included evaluation of the Board, Independent Directors, Non-independent Directors,
Executive Directors, Chairman, Committees of the Board, Quantity, Quality and Timeliness of Information to the
Board. All the results were found to be satisfactory.

19. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return in form MGT-7, as of March 31, 2025, has been placed on the
website of the Company and can be accessed at https://sawalivafood.com/annual-returns/.

20. BOARD MEETINGS AND COMMITTEE MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board met fourteen (14) times during the year under review. The intervening gap between the meetings was
within the period prescribed under the Act and the SEBI Listing Regulations.

21. DIRECTORS RESPONSIBILITY STATEMENT

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

i. in the preparation of the annual accounts for the financial year ending March 31, 2025, the applicable
Accounting Standards had been followed along with proper explanation relating to material departures,
if any;

ii. they have selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit and loss of the Company for that period;

iii. they have taken proper and sufficient care for the 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 fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. the Directors, had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively; and

vi. 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.

22. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of the Secretarial Standards
on Meetings of the Board of Directors and Committees of Board of Directors (SS-1) and Secretarial Standards on
General Meetings (SS-2) and is in due compliance with the same.

23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

24. DEPOSITS

No deposits have been accepted by the Company from the public. The Company had no outstanding, unpaid or
unclaimed public deposits at the beginning and end of FY 2024-25.

25. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING
THE YEAR

Directors

As on March 31, 2025, the Composition of the Board of the Company is a follows:

Sr. No.	Name of the Director	Category
1	Mr. Raghav Somani	Managing Director
2	Mrs. Priya Somani	Whole-time Director
3	Mr. Kartavya Kumar Chitlangya	Non-Executive Non-Independent Director
4	Mr. Ravikant Gupta	Non-Executive Independent Director
5	Ms. Shweta Bhamare	Non-Executive Independent Director

Directors Retirement by Rotation

Pursuant to the provisions of Section 152 (6) of the Act, Mr. Raghav Somani (DIN: 06770088), Managing Director
of the Company, Mrs. Priya Somani (DIN: 10630638) and Mr. Kartavya Kumar Chitlangya are the directors liable to
retire by rotation. Further Mr. Raghav Somani is liable to retire by rotation at this ensuing AGM and, being
eligible, offers himself for re-appointment. The Board of Directors recommend his re-appointment and propose
the same for the approval of the members at the ensuing Annual General Meeting of the Company.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of ''the Act'', the Key Managerial Personnel of the Company as on March
31, 2025 are as under:

Sr. No.	Name	Designation
1	*Mr. Raghav Somani	Managing Director
2	*Mrs. Priya Somani	Whole-time Director
3	*Mr. Pankaj Neema	Chief Financial Officer
4	*Ms. Namita Singh Rathour	Company Secretary and Compliance Officer

Key Managerial Personnels Appointed w.e.f. July 22, 2024.

26. DECLARATION FROM INDEPENDENT DIRECTORS

In terms of Section 149 of ''the Act'', Mr. Ravikant Gupta and Ms. Shweta Bhamare are the Independent Directors
of the Company as on the date of this report. All Independent Directors of the Company have given requisite
declarations under Section 149(7) of ''the Act'', that they meet the criteria of independence as laid down under
Section 149(6) of ''the Act'' along with the Rules framed thereunder and that they have also complied with the
Code of Conduct and Ethics of the Company as applicable to the Board of Directors and Senior Management.

In the opinion of the Board, the Independent Directors possess core skills/ expertise/ competencies (including the
proficiency), identified by the Board, required in the context of Company''s business (es) and sector(s) for the
Company to function effectively and are persons of high integrity and repute. They fulfill the conditions specified
in ''the Act'' as well as the Rules made thereunder and are independent of the management.

The terms and conditions of appointment of Independent Directors are as per Schedule IV of ''the Act''.

During the year under review, the Independent Directors of the Company had no pecuniary relationship or
transaction with the Company, other than receiving the sitting fees, and reimbursement of expenses incurred by
them for the purpose of attending meetings of the Board/Committees of the Company.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, Independent Directors of the Company have confirmed that they have registered
themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar ("IICA") and the
said registration is renewed and active.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the year under review there were no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company''s operations in future.

28. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has an adequate internal controls system, commensurate with the size and nature of its business.
The system is supported by documented policies, guidelines and procedures to monitor business and operational
performance which are aimed at ensuring business integrity and promoting operational efficiency.

Further the Company has in place adequate internal financial controls with reference to Financial Statements and
such controls were operating effectively as at March 31, 2025. These controls have been designed to provide a
reasonable assurance with regard to maintaining proper accounting controls for ensuring reliability of financial
reporting, monitoring of operations. During the year, such controls were tested and no reportable weaknesses in
the design or operations were observed.

29. COMPOSITION OF AUDIT COMMITTEE AND VIGIL MECHANISM

The Audit Committee of the Company had been constituted and functions in accordance with provisions of
Section 177 of ''the Act'' and SEBI Listing Regulations.

During the period under review, the Board of Directors has accepted all recommendations made by the Audit
Committee.

The Audit Committee met 2 times during the year under review.

The composition of the Committee as on the March 31, 2025 is as under:

Sr. No.	Name	Designation in Committee	Category
1	Mr. Ravikant Gupta	Chairperson	Non-Executive Independent Director
2	Ms. Shweta Bhamare	Member	Non-Executive Independent Director

Sr. No.	Name	Designation in Committee	Category
3	Mr. Raghav Somani	Member	Managing Director

The Company has established a vigil mechanism by adopting Whistle Blower Policy pursuant to which whistle
blowers can raise concerns in a prescribed manner. Further, the mechanism adopted by the Company encourages
a whistle blower to report genuine concerns or grievances and provides for adequate safeguards against
victimization of the whistle blower who avails of such mechanism as well as direct access to the Chairman of the
Audit Committee. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time.
None of the whistle blowers have been denied access to the Audit Committee of the Board. The Vigil
Mechanism/Whistle Blower Policy is available at https://sawaliyafood.com/policies/.

30. NOMINATION AND REMUNERATION COMMITTEE

The composition of the Committee as on March 31, 2025 is as under:

Sr. No.	Name	Designation in Committee	Category
1	Mr. Ravikant Gupta	Chairperson	Non-Executive Independent Director
2	Ms. Shweta Bhamare	Member	Non-Executive Independent Director
3	Mr. Kartavya Kumar Chitlangya	Member	Non-Executive Independent Director

The Nomination and Remuneration Committee met 2 times during the year under review.

During the period under review, the Board of Directors has accepted all recommendations made by the NRC
Committee.

31. STAKEHOLDERS'' RELATIONSHIP COMMITTEE

The composition of the Committee as on March 31, 2025 is as under:

Sr. No.	Name	Designation in Committee	Category
1	Mr. Ravikant Gupta	Chairperson	Non-Executive Independent Director
2	Ms. Shweta Bhamare	Member	Non-Executive Independent Director
3	Mr. Raghav Somani	Member	Managing Director

The Stakeholders'' Relationship Committee met once during the year under review.

During the period under review, the Board of Directors has accepted all recommendations made by the SRC
Committee.

32. SHARE CAPITAL

Authorized Share Capital

The Shareholders of the Company at the Extra-ordinary General Meetings held on April 23, 2024 and August 23,
2024 respectively approved the increases in Authorised share capital of the Company as follows:

i. From Rs. 12,50,000 (Rupees Twelve Lakh Fifty Thousand only) to Rs. 10,12,50,000 (Rupees Ten Crore Twelve
Lakh Fifty Thousand only) by creation of additional 1,00,00,000 (One Crore Only) equity share of Rs. 10/-
each, and

ii. From Rs. 10,12,50,000 (Rupees Ten Crore Twelve Lakh Fifty Thousand only) to Rs. 12,12,50,000 (Rupees

Twelve Crore Twelve Lakh Fifty Thousand only) by creation of 20,00,000 (Twenty Lakh) equity shares of Rs.

10/- each respectively.

a. BUY BACK OF SECURITIES

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

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

C. BONUS SHARES

i. On May 23, 2024 the Company allotted 51,96,576 equity shares of the Company of Rs. 10 each as
bonus shares in the ratio of 42:1 (42 equity shares of Rs 10 each for every 1 equity shares of Rs. 10
each) by capitalization of Rs 5,19,65,760 (Rupees Five Crore Nineteen Lakh Sixty-Five Thousand Seven
Hundred Sixty Only).

ii. Subsequently, on September 02, 2024, the Company allotted 19,95,116 equity shares of the Company
of Rs. 10 each as bonus shares in the ratio of 3:8 (3 equity shares of Rs 10 each for every 8 equity
shares of Rs. 10 each) by capitalization of Rs 1,99,51,160 (Rupees One Crore Ninety Nine Lakh Fifty One
Thousand One Hundred Sixty Only).

d. EMPLOYEES STOCK OPTION PLAN

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

e. ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any Shares with Differential rights.

13. PREVENTION OF SEXUAL HARRASSMENT

The Company has adopted a policy on sexual harassment at workplace in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH Act''). All the
employees (permanent, contractual, temporary, trainees) are covered under this policy.

Sr. No.	Particulars	No. of Complaints
(a)	number of complaints of sexual harassment received in the year	NIL
(b)	number of complaints disposed of during the year	NIL
(c)	number of cases pending for more than ninety days	NIL
(d)	Remarks, if any	During the year under review, there was no complaints filed or registered pursuant to this Act.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee
under the ''POSH Act'' to redress complaints received regarding sexual harassment.

34. MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section
(1) of Section 148 of the Companies Act 2013.

35. PARTICULARS OF EMPLOYEES

The disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are not applicable to the Company, as it is an unlisted public company as on the date of this report.

However, in terms of Rule 5(2) of the said Rules, it is confirmed that none of the employees of the Company were
in receipt of remuneration in excess of the limits prescribed under the Rules during the year under review.

36. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

No Application was made under the Insolvency and Bankruptcy Code, 2016 during the year under review. Hence
there are no proceedings pending under the said Code.

37. CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and
their immediate relatives and a Code of Fair Disclosure to formulate a framework and policy for disclosure of
events and occurrences as per the requirements under the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015. The Code of Fair Disclosure has been made available at
https://sawaliyafood.com/policies/.

38. COMPLIANCE RELATING TO PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible
women employees have been extended the statutory benefits prescribed under the Act, including paid maternity
leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks
and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and
supportive work environment that upholds the rights and welfare of its women employees in accordance with
applicable laws.

39. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various
Government Authorities for their continued support extended to your Companies activities during the year under
review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on
your Company.

For Sawaliya Food Products Limited

(Formerly known as Sawaliya Food Products Private Limited)

Raghav Somani Priya Somani

Managing Director Whole-time Director

DIN:06770088 DIN:10630638

Date: August 11, 2025
Place: Indore