Your directors have pleasure in presenting their 11^th Annual Report (after revival from Voluntary Winding up) on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY:

The standalone financial statements for the year ended 31^st March, 2025 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

2. STATE OF AFFAIRS / HIGHLIGHTS:

The Company is engaged in the business of trading of agricultural and allied products. There has been no change in the business of the Company during the financial year ended March 31, 2025

3. DIVIDEND AND DIVIDEND DISTRIBUTION POLICY:

Considering the present financial status of the Company, your directors do not recommend any dividend for the year under report. In terms of the regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board approved and adopted Dividend Distribution Policy of the Company. The policy can be accessed at

https://sefl.co.in/assets/pdf/bod/policies/DIVIDEND DISTRIBUTION POLICY.pdf

4. RESERVES AND SURPLUS:

The balance of Profit & Loss statement amounting to Rs. 285.80 Lakhs for financial year under review is transferred to reserves.

5. SHARE CAPITAL:

The total Authorised capital of the Company as on March 31, 2025 is Rs. 31,00,00,000/- comprising of 3,10,00,000 Equity Shares of Rs. 10/-The total paid up capital of the Company as on March 31, 2025 is Rs. 30,96,26,500/- comprising of 3,09,62,650 Equity Shares of Rs. 10/-.

Further, the Board of Directors in their Meeting held on 04^th September, 2024 has proposed to increase the Authorised Share Capital of the Company from Rs. 31,00,00,000/- (Rupees Thirty one Crores Only) divided into 3,10,00,000 (Three Crores Ten Lakhs Only) Equity Shares of Rupee 10/- (Rupees Ten Only) each to Rs. 81,00,00,000/- (Rupees Eight One Crores Only) divided into 8,10,00,000 (Eight Crores Ten Lakhs Only) Equity Shares of Rupee 10/- (Rupees Ten Only) each subject to approval of Shareholders in ensuing 10^th Annual General Meeting and the Ordinary Resolution was passed by the Shareholders of the Company in the 10^th Annual General Meeting dated 30^th September, 2024.

Further during the year under review, the company has applied for issue of fully paid Equity Shares upto 4,90,00,000 at a Face value of Rs. 10 each and for the said draft letter of offer was filed to BSE for the purpose of receipt of In-Principle Approval and received In principle approval for right issued by BSE letter dated 29^th November, 2024. The Company is yet to filed final letter of offer with BSE.

6. ALTERATION OF MEMORANDUM OF ASSOCIATION:

During the year financial year 2024-25 the Company has made following changes in the Memorandum of Association of the company

Board of Directors in their Meeting held on 04^th September, 2024 and with subsequent approval of members in the Annual General Meeting held on 30^th September, 2024 altered the Memorandum of Association of the company as follows:

1. Increased Authorised Share Capital of the Company from Rs. 31,00,00,000/- (Rupees Thirty-one Crores Only) divided into 3,10,00,000 (Three Crores Ten Lakhs Only) Equity Shares of Rupee 10/-(Rupees Ten Only) each to Rs. 81,00,00,000/- (Rupees Eight One Crores Only) divided into 8,10,00,000 (Eight Crores Ten Lakhs Only) Equity Shares of Rupee 10/- (Rupees Ten Only) each subject to approval of Shareholders in ensuing 10^th Annual General Meeting.

2. Alteration of the Situation Clause of the Memorandum of Association of the Company by replacing Clause no. II with the below mentioned clause;

II. The Registered Office of the Company will be situated in the State of Gujarat.

3. Alteration of Name Clause from “SWOJAS ENERGY FOODS LIMITED” to “SWOJAS FOODS LIMITED”.

4. Amend the Memorandum of Association of the company as per the provisions of the Companies Act, 2013.

and for all the above matters, either Special Resolution or Ordinary Resolution wherever required was passed by the Shareholders of the Company in the 10^th Annual General Meeting dated 30^th September, 2024.

7. ALTERATION OF ARTICLES OF ASSOCIATION:

During the financial year 2024-25, the Company has made following changes in the Articles of Association of the company.

Board of Directors in their Meeting held on 04^th September, 2024 altered the Articles of Association of the company as follows:

New Set of Articles of Association (“AOA”) as per the provisions of the Companies Act, 2013 subject to approval of Shareholders in ensuing 10^th AGM.

and for the above matter, Special Resolution was passed by the Shareholders of the Company in the 10^th Annual General Meeting dated 30^th September, 2024.

8. NOTICE OF ADDRESS AT WHICH BOOKS OF ACCOUNT ARE MAINTAINED AND KEPT AT A PLACE OTHER THAN REGISTERED OFFICE:

During the financial year 2024-25, the Company has updated its Address for keeping and maintaining Books of Accounts of the Company at the place which shall be considered as the corporate office of the Company at “Block A, Office No. 1004, Mondeal Heights, Nr. Panchratna Party Plot, S. G. Highway, Ahmedabad, Gujarat-380051, India” with effect from 28^th August, 2024.

9. BUSINESS OUTLOOK:

Your Company is fully aware and well positioned to tab market opportunities. We would like to add that Management is looking forward to an optimistic year 2025-26 and we appreciate all our stakeholders for their faith in the Company especially during these challenging times. We are optimistic about the opportunities ahead of us, and we look forward to taking our Company to greater heights and achieving many more successes in the years to come.

10. DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

11. MEETINGS OF BOARD OF DIRECTORS:

Nine (9) Board Meetings were held during the Financial Year ended March 31, 2025 i.e. 29^th May, 2024, 19^th July, 2024, 28^th August, 2024, 04^th September, 2024, 04^th October, 2024, 25^th October, 2024, 17^th December, 2024, 25^th January, 2025 and 28^th March, 2025. The maximum gap between any two Board Meetings was less than one Hundred and Twenty days. Details are given as follows'

The particulars of Meetings held and attended by each Director are detailed in the Corporate Governance Report that form part of this Annual Report.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Further, in accordance with provisions of the Companies Act, 2013, Mrs. Jyoti Khandelwal (DIN: 10746290), who retires by rotation at the ensuing 11^th Annual General Meeting and being eligible, offers himself for reappointment.

Further, due to change in Management and takeover of the Company, there were some Appointment and Resignation of Directors/KMPs which are as under:

> Mr. Nikunj Kumar Shah has resigned w.e.f. 28^th August, 2024 from the position of Company Secretary and Compliance Officer and Appointed Mr. Yusuf Moizbhai Rupawala as the Company

Secretary and Compliance Officer w.e.f. 28^th August, 2024.

> Mr. Vishal Dedhia Resigned (DIN: 00728370) w.e.f. 28^th August, 2024 from the position of Executive Director.

> Mr. Pallav Pareshkumar Dave (DIN: 10719185) was appointed as an Additional Independent

Director w.e.f. 28^th August, 2024 and for Change in Designation from Additional Independent

Director to Independent Director has been regularized in the 10^th Annual General Meeting through Special Resolution passed by the Shareholders dated 30^th September, 2024.

> Mrs. Dhwani Naishadh Modi (DIN: 10709105) was appointed as an Additional Independent

Director w.e.f. 28^th August, 2024 and for Change in Designation from Additional Independent

Director to Independent Director has been regularized in the 10^th Annual General Meeting through Special Resolution passed by the Shareholders dated 30^th September, 2024

> Mr. Kamal (DIN: 10709104) was appointed as an Additional Independent Director w.e.f. 28^th August, 2024 and for Change in Designation from Additional Independent Director to Independent Director has been regularized in the 10^th Annual General Meeting through Special Resolution passed by the Shareholders dated 30^th September, 2024

> Mrs. Jyoti Khandelwal (DIN: 10746290) was appointed as an Additional Non-Executive Director w.e.f. 28^th August, 2024 and for Change in Designation from Additional Director (Non-Executive) to Director (Non-Executive) has been regularized in the 10^th Annual General Meeting through Ordinary Resolution passed by the Shareholders dated 30^th September, 2024

> Mr. Parthrajsinh Harshadsinh Rana (DIN: 06422789) was appointed as an Additional Executive Director w.e.f. 28^th August, 2024 and for Change in Designation from Additional Director (Executive) to Director (Executive) has been regularized in the 10^th Annual General Meeting through Special Resolution passed by the Shareholders dated 30^th September, 2024. Further, the consent of the Members of the Company was granted through Special Resolution dated 30^th September, 2024 for appointment of Mr. Parthrajsinh Harshadsinh Rana (DIN: 06422789) as the Chairman and Managing Director of the Company for a period of 5 (five) Years with effect from 28^th August, 2024. Furthermore, The Board of Directors in its meeting held on 04^th October, 2024 appointed Mr. Parthrajsinh Harshadsinh Rana as the Chief Financial Officer of the Company.

> Mr. Vishal Dineshbhai Chavda Resigned w.e.f. 03^rd October, 2024 from the position of Chief Financial Officer of the Company. The Board of Directors in its meeting held on 04^th October, 2024 accepted the resignation of Mr. Vishal Dineshbhai Chavda.

> Mr. Manoj Mohan Jadhav Resigned w.e.f. 03^rd October, 2024 from the position of Chief Executive Officer of the Company. The Board of Directors in its meeting held on 04^th October, 2024 accepted the resignation of Mr. Manoj Mohan Jadhav.

> Mr. Ketan Ishwarlal Kataria (DIN: 01943753) Resigned w.e.f. 03^rd October, 2024 from the position of Directorship of the Company. The Board of Directors in its meeting held on 04^th October, 2024 accepted the resignation of Mr. Ketan Ishwarlal Kataria (DIN: 01943753).

> Mrs. Namrata Subhash Malu (DIN: 03583659) Resigned w.e.f. 03^rd October, 2024 from the position of Independent Director of the Company. The Board of Directors in its meeting held on 04^th October, 2024 accepted the resignation of Mrs. Namrata Subhash Malu (DIN: 03583659).

> Mr. Ashit Kishorkumar Shah (DIN: 00023944) Resigned w.e.f. 03^rd October, 2024 from the position of Independent Director of the Company. The Board of Directors in its meeting held on 04^th October, 2024 accepted the resignation of Mr. Ashit Kishorkumar Shah (DIN: 00023944).

13. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations at the time of appointment. The Independent Directors have also confirmed that they have complied with the Company’s Code of Business Conduct and Ethics.

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

With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed/ re-appointed during the Financial Year 2024- 25, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience and their continued association as Directors will be of immense benefit and in the best interest of the Company.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company are given in the notes to the financial statements.

16. RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company during the Financial year 2024-25 with related parties were in its ordinary course of business and are on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134 (3) (h) read with Section 188 of the Act and Rule 8 (2) of the Companies (Accounts) Rules, 2014. The transactions entered by the Company with the related parties during the year were in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations

However, the details of all the related party transactions are disclosed in the notes to the Financial Statements. The Company formulated a Policy on dealing with Related Party Transactions. The policy is available on the Company’s website and can be accessed at: https://sefl.co.in/policies.html.

17. TAKEOVER:

During the year under review, offer for sale by erstwhile promoters of the Company under Regulation 29(2) read with Regulation 29(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 pursuant to the sale of 1235038 (3.99%) Equity Shares of the Company was given.

During the year under review, Public Announcement for the attention of the Public Shareholders of Swojas Energy Foods Ltd ("Target Company") under Regulation 3(1) and Regulation 4 read with Regulation 13(2A),

Regulation 14 and Regulation 15(2) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 was made by Corpwis Advisors Private Limited (SEBI Regn. No. INM000012962), who was appointed as managers to the open offer (“Open Offer”) to the equity shareholders of Swojas Energy Foods Limited (“Target Company”), a company listed on The BSE Limited. The Open Offer was made pursuant to Regulations 3(1) and 4 read with 13(1) and 15(1) of the Takeover Code for the purpose of substantial acquisition of equity shares and control by Mr. Parthrajsinh Harshadsinh Rana (‘Acquirer 1’) and Mrs. Jyoti Gupta a.k.a. Jyoti Khandelwal (‘Acquirer 2’), (hereinafter collectively referred as “Acquirers”).

A Share Purchase Agreement was executed on March 07, 2024, amongst the Acquirers and Mr. Vishal Pankaj Dedhia, Mr. Ketan Ishwarlal Kataria and Mr. Amar Rajmal Kakaria the current members of Promoter and Promoter Group of the Target Company and Sellers to buy their entire shareholding in the Target Company constituting 75.00% of the paid-up capital of the Target Company. As a result of this Share Purchase Agreement, the Acquirers along with the Persons Acting in Concert with them will become the Promoters of the Target Company.

Accordingly, the Open Offer was made to acquire up to 77,40,663 (Seventy-Seven Lakhs Forty Thousand Six Hundred and Sixty-Three) fully paid-up equity shares of face value of ?10/- (Rupees Ten only) each representing 25.00% of the paid-up equity share capital of the Target Company on a fully diluted basis and for the same Public Announcement was disseminated to the public in accordance with the provisions of the Takeover Code.

Pursuant to provisions of Regulation 7(2)(b) of SEBI (PIT) Regulations 2015, promoters of Swojas Energy Foods Limited has sold 2,32,21,987 (75.00%) Equity Shares of Face Value Rs. 10 each through off market mechanism at a price of Rs. 3.50/- per share.

Further, Under Regulation 29(1) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011, Mrs. Jyoti Gupta A K A Jyoti Khandelwal acquired 92,88,794 equity shares through open offer and Mr. Parthrajsinh Rana acquired 1,39,33,193 equity shares through open offer. Therefore, under Regulation 7(1) read with Regulation 6(2) of SEBI (PIT) Regulation. 2015 they both became the promoters of the Company pursuant to takeover.

18. RECLASSIFICATION UNDER REGULATION 31A OF SEBI (LISTING OBLIGATION AND DISCLOSURES REQUIREMENTS) REGULATIONS, 2015:

The Board of Directors at their meeting held on 17^th December, 2024 has Approved the request received from the Promoters dated 18^th November, 2024 seeking reclassification from Promoter to Public category on completion of Open Offer-Takeover pursuant to SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2015. The said application was filed with BSE on 18^th December, 2024 and the same has been approved by the BSE by their letter dated 01^st August, 2025 and the same was disclosed by Company under Regulation 30 of SEBI(LODR) Regulations 2015.

19. WAIVER APPLICATION:

The Company has applied for Waiver Application to BSE vide Case No. 223888 dated 27^th March, 2025 for the penalty/fines raised under Regulation 23(9) of SEBI (LODR) Regulations, 2015 for the quarter ended 31^st March, 2023 but the said Waiver Application was rejected by the Internal Regulatory Oversight and Review Group (“IRORG”) and directed to pay Residual penalty of Rs. 3,06,800 and the said amount was paid by the company dated 24^th June, 2025. Furthermore, BSE directed to pay remaining amount of Rs 43,200/- and the said amount was duly paid by the company dated 14^th July, 2025. The said non-compliance happened before the takeover and change in new management of the company.

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION:

No material changes and commitments, affecting the financial position of the Company occurred between the end of the Financial Year of the Company i.e. 31^st March, 2025 and the date of this Directors’ Report except as mentioned in this Report.

21. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and as per the Listing Regulations, the Board of Directors carried out annual performance evaluation of its own performance, individual directors as well as the working of its committees.

The Board evaluated its overall performance and that of its committees through a questionnaire. This covered areas such as the composition of the Board and its committees, how well duties were carried out, participation in meetings, quality of contributions, effectiveness in assigned roles, relationship with management, and the relevance and timeliness of information received.

Based on the feedback provided by individual Directors through the questionnaire, the performance of the Board and its Committees was assessed. The Directors conveyed their satisfaction with the overall evaluation process.

22. COMMITTEES OF THE BOARD:

The details pertaining to the composition of the Committees of the Board are included in the Report on Corporate Governance, which forms part of this Report.

23. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

24. DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

b) Such accounting policies have been selected and applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit of the Company for that year.

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

d) The directors had prepared the annual accounts on a going concern basis.

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

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

25. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, the rules framed thereafter and other applicable provisions, if any M/s Ramanand & Associates, Chartered Accountants, Thane, were appointed as statutory auditors of the Company from the conclusion of the 06^th Annual General Meeting (AGM) after revival of the Company, held on 28^th November, 2020 till the conclusion of consecutive 11^th AGM to be held in the year 2025.

The Company had re-appointed M/s. Ramanand and Associates., Chartered Accountants (FRN: 117776W) as the Statutory Auditors of the Company at the 06^th Annual General Meeting (“AGM”) held on November 28, 2020 for a period of 5 (five) consecutive years, to hold office from the conclusion of the 06^th AGM till the conclusion of 11^th AGM of the Company.

M/s. Ramanand and Associates., Chartered Accountants (FRN: 117776W) will complete their present term as Statutory Auditors of the Company on conclusion of this 11^th ensuing Annual General Meeting. The Board of Directors places on record the valuable services rendered by M/s. Ramanand and Associates., Chartered Accountants (FRN: 117776W), during their tenure as Statutory Auditors.

Accordingly, the Board of Directors of the Company has, based on the recommendation of the Audit Committee, at its meeting held on 07^th August 2025, proposed the appointment of M/s. V S S B & Associates, Chartered Accountants, Ahmedabad (FRN: 0121356W) as Statutory Auditors of the company for a term of five consecutive years, to hold office from the conclusion of this 11^th ensuing Annual General Meeting till the conclusion of 16^th Annual General Meeting of the company to be held in the year 2030.

26. AUDITORS’ REPORT:

The Directors are of opinion that the comments in the Auditors report are self-explanatory and do not call for any further explanations.

27. COST RECORDS:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities of the Company.

28. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report

29. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 (as amended), the Draft Annual Return in Form MGT-7 as on March 31, 2025 is available on the Company’s website at https://sefl.co.in/annual-return.html.

30. SECRETARIAL AUDITOR, SECRETARIAL AUDIT REPORT & SECRETARIAL COMPLIANCE REPORT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder the company has appointed Ms. Prity Bishwakarma, Practising Company Secretary, Proprietor of M/s. Prity Bishwakarma & Co., a Peer Reviewed Firm, as a Secretarial Auditor of the Company for the Financial Year 2024-2025.

Furthermore, The Board of Directors of the Company, pursuant to the recommendations of the Audit Committee, has recommended appointment of M/s. Prity Bishwakarma & Co., Practising Company Secretary (Certificate of Practice Number: 27227 and Membership Number: A63580), a firm of Practising Company Secretaries, as the Secretarial Auditors of the Company for a term of 5 (five) consecutive financial years commencing from 1^st April, 2025 till 31^st March, 2030 subject to approval of Members in the ensuing 11^th Annual General Meeting.

A. In terms of Section 204 of the Act and Rules made there under, Ms. Prity Bishwakarma, Practising Company Secretary, Proprietor of M/s. Prity Bishwakarma & Co., a Peer Reviewed Firm, has been appointed as the Secretarial Auditor of the Company for the Financial Year 2024-2025 and for the same MR-3 Secretarial Audit Report was issued as ANNEXURE I.

B. In terms of Section 24A the SEBI (LODR) Reg. 2015 made there under, Ms. Prity Bishwakarma, Practising Company Secretary, Proprietor of M/s. Prity Bishwakarma & Co., a Peer Reviewed Firm, has been appointed as the Secretarial Auditor of the Company for the Financial Year 2024-2025 and for the same Annual Secretarial Compliance Report was issued as ANNEXURE II.

31. INTERNAL AUDITOR:

As per section 138 of the Companies Act, 2013, the Company appointed M/s. A. G. Mehta & Co. as the Internal Auditor of the Company for the Financial Year 2024-25 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company’s policies and ensure statutory and other compliance through, periodical checks and internal audit.

Furthermore, Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder, the company has appointed Mr. Ravi Yashwantbhai Patel, as an Internal Auditor of the Company for the Financial Year 2025-2026 on such remuneration as may be agreed between Board of Directors and Internal Auditor.

32. DISCLOSURE RELATING TO REMUNERATION:

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 was reported as ANNEXURE III.

33. VIGIL MECHANISM:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company and can be accessed at https://sefl.co.in/assets/pdf/bod/policies/POLICY%20ON%20WHISTLE%20BLOWER%20POLICY% 20&%20VIGIL%20MECHANISM.pdf.

34. RISK MANAGEMENT POLICY:

The Company has laid down a well-defined Risk Management Policy. The Board periodically reviews the risk and suggests steps to be taken to control and mitigate the same through a proper defined framework. The Risk Management Policy has been uploaded on the website of the Company and can be accessed at https://sefl.co.in/assets/pdf/bod/policies/RISK%20ASSESSMENT%20AND%20MANAGEMENT% 20POLICY.pdf.

35. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the Company. The code laid down by the Board is known as “Code of Business Conduct” which forms an Appendix to the Code. The Code has been posted on the Company’s website.

36. INTERNAL FINANCIAL CONTROLS:

The Directors had laid down internal financial controls to be followed by your Company and such policies and procedures adopted by your Company for ensuring the orderly and efficient conduct of its business, including adherence to your 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. The Audit Committee evaluates the internal financial control system periodically. The Internal Financial Control Policy has been uploaded on the website of the Company under https://sefl.co.in/assets/pdf/bod/policies/18.%20INTERNAL%20FINANCIAL%20CONTROL%20POL ICY.pdf.

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

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed to this Report as ANNEXURE- IV.

38. LISTING WITH STOCK EXCHANGES:

The shares of the Company are listed on the BSE Limited and for the same BSE has allotted ISIN: INE295B01016 (BSE Code: 530217)

39. DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

No compliant was received from any employees of the Company or otherwise during the financial year 202425 and hence no complaint is outstanding as on 31^st March, 2025 for Redressal. Details for the same is as under:

a. number of complaints filed/received during the financial year: NIL

b. number of complaints disposed-off during the financial year: NIL

c. number of complaints pending as on end of the financial year: NIL

40. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

41. SHARE TRANSFER / DEMAT CONNECTIVITY:

The Company has appointed Purva Sharegistry (India) Pvt. Ltd. having its Registered Office at Unit No. 9, Shiv Shakti Ind. Estate, J. R. Boricha Marg, Opp. Kasturba Hospital Lane, Lower Parel (E), Mumbai, Maharashtra - 400011 as Share Transfer Agent of the Company since 2^nd August, 2018.

The Company is having demat connectivity with both depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited.

42. OTHER INFORMATION:

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

1. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) was not applicable to the Company for the year under review, hence, there is no need to develop policy on CSR and take initiative thereon;

2. The Company did not have any subsidiary, joint venture or, associate Company, hence, no need to state anything about the same;

3. The Company had not accepted deposits covered under Chapter V of the Act;

4. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

5. There were no employees who are in receipt of salary in excess of the limits prescribed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

6. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year and;

7. 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.

43. ACKNOWLEDGEMENTS

Your directors also acknowledge to all with whose help, cooperation and hard work the Company is able to achieve the results.