Your Directors have pleasure in presenting the Thirtieth Annual Report on the business and operations of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the year ended 31 March 2025.
FINANCIAL HIGHLIGHTS
|
H in Lakhs
|
|
S
Particulars
No.
|
Standalone
|
Consolidated
|
|
For theyear ended 31 March 2025
|
For the year ended 31 March 2024
|
For theyear ended 31 March 2025
|
For the year ended 31 March 2024
|
|
1 Revenue from operations
|
43,134.11
|
24,882.21
|
62,167.11
|
24,278.26
|
|
2 Other income
|
5,143.02
|
4,471.65
|
4,694.37
|
3,654.84
|
|
3 Total Income
|
48,277.13
|
29,353.86
|
66,861.48
|
27,933.10
|
|
4 Total Expenditure (Excluding Finance cost, Depreciation and Amortisation)
|
39,827.77
|
20,981.99
|
52,478.87
|
15,880.60
|
|
5 Profit Before Finance cost, Depreciation and Amortisation and Tax
|
8,449.36
|
8,371.87
|
14,382.61
|
12,052.50
|
|
6 Finance Costs
|
3,278.88
|
3,375.83
|
5,702.65
|
5,095.65
|
|
7 Depreciation and Amortisation expense
|
1,528.39
|
1,500.90
|
4,317.00
|
4,183.29
|
|
8 Share of losses from joint venture
|
-
|
-
|
(3.18)
|
-
|
|
9 Profit /(Loss) Before Tax and exceptional items from continuing operations
|
3,642.09
|
3,495.14
|
4,359.78
|
2,773.56
|
|
10 Exceptional items- Gain on sale of investment/fair value of investment in subsidiary#
|
-
|
#1,684.79
|
-
|
3,249.66
|
|
11 Profit before Tax from continuing operations
|
3,642.09
|
5,179.93
|
4,359.78
|
6,023.22
|
|
12 Income Tax Expense
|
2,784.43
|
5.71
|
2,961.98
|
671.77
|
|
13 Net Profit /(Loss) after Tax from continuing operations
|
857.66
|
5,174.22
|
1,397.80
|
5,351.45
|
|
14 Profit(Loss) from discontinued operations
|
-
|
-
|
-
|
954.13
|
|
15 Net profit for the year
|
857.66
|
5,174.22
|
1,397.80
|
6,305.58
|
|
16 Other Comprehensive income for the year, net of tax
|
13.13
|
(61.74)
|
1,217.80
|
(678.99)
|
|
17 Total comprehensive income / (Loss) for the year, net of tax
|
870.79
|
5,112.48
|
2,615.60
|
5,626.59
|
|
18 Final Dividend Proposed / Paid on Equity Shares
|
454.76
|
606.35
|
454.76
|
606.35
|
|
19 Equity Share Capital
|
1,515.88
|
1,515.88
|
1,515.88
|
1,515.88
|
|
20 Other equity
|
77,430.21
|
77,165.77
|
84,152.52
|
82,281.33
|
|
21 EPS (H)
|
5.66
|
34.13
|
9.22
|
41.59
|
|
#The details of Gain on sale of investment/fair value of investment in subsidiary has been given in the Note no. 42 of the financial statements (standalone)
STATE OF THE COMPANY’S AFFAIRS MAJOR LINE OF BUSINESS - Projects & Services
MAJOR LINE OF BUSINESS - Manufacturing L Product Distribution through Channel Partners (Solar Power
& solar water pumping)
I. Solar PV Modules, TOPCon - N Type Modules
II. Rooftop Solar Power Projects
II. Solar Inverters, String Combiners and Mounting structures
III. Ground Mounted/Utility scale Solar Power Projects (Turnkey
III. Electrical Switch Boards (For Solar Projects) Epc contracts)
IV. Servo stabilisers IV. Green Energy Generation - Independent Power Producer (IPP)
and RESCO
V. BESS (Battery Energy Storage Service) - new vertical.
SWELECT is in the expansion phase both for product manufacturing and geographical reach.
|
GENERAL REVIEW OF THE FINANCIAL PERFORMANCE OF THE COMPANY
During the year, the Company registered a turnover of H 43,134.11 Lakhs against the previous year turnover of H 24,882.21 Lakhs. The Company recorded a Net Profit of H 857.66 Lakhs against the previous year Net Profit of H 5,174.22 Lakhs. The Company has recognised a Deferred tax liability (net) of H 2,766.99 Lakhs for the year ended 31 March 2025 mainly due to enacted changes in applicable tax rates on timing difference pertaining to certain tax benefits.
DIVIDEND
The Board of Directors have recommended a final Dividend of H 3.00 (Rupees Three Only) per equity share [@ 30% on the Equity Share Capital of H 15,15,87,600/- (Rupees Fifteen Crore Fifteen Lakhs Eighty Seven Thousand Six Hundred Only)], for the year ended 31 March 2025, subject to approval of the shareholders at the ensuing Annual General Meeting of the Company. The outflow for the Company would be H 454.76 Lakhs towards final dividend.
As per the Finance Act, the dividend amount is taxable in the hands of shareholders, if it exceeds H 10,000/- (Rupees Ten Thousand Only) in a financial year and accordingly the payment of dividend is subject to the deduction of income tax as applicable.
SHARE CAPITAL
During the year under review, the Authorised Share Capital of the Company has been increased from H 47,00,00,000/- (Rupees Forty Seven Crores Only) to H72,50,00,000/- (Rupees Seventy Two Crores Fifty Lakhs Only) divided into 7,25,00,000 (Seven Crores Twenty Five Lakhs only) Equity Shares of H 10/- (Rupees Ten only) each pursuant to the order of The Hon'ble National Company Law Tribunal (NCLT), Chennai Bench dated 31 May 2024 for Amalgamation of Wholly Owned Subsidiary Companies namely SWELECT Solar Energy Private Limited and K J Solar Systems Private Limited with the Company. There was no change in issued, subscribed and paid-up equity share capital of the Company. On 31 March 2025, it stood at H 15,15,87,600/- divided into 1,51,58,760 Equity Shares of H 10/- each.
TRANSFER TO RESERVES
During the year, your Company has not proposed to transfer any amount to general reserve.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
The Company has eleven Wholly Owned Subsidiaries (Out of which two are incorporated outside India), six subsidiaries and one step down subsidiary as on the date of this report. The Board of Directors at their meeting held on 30 May 2025, have reviewed the financial statements of the subsidiary companies. SWELECT Energy Systems Pte. Limited, a wholly owned subsidiary of the Company, has entered into a joint venture with two individuals to form AV SW Green Energies Pte. Limited, based in Singapore with 50% Investment made by SWELECT Energy Systems Pte. Limited. Mr. R Chellappan, Managing Director of the Company, was Nominated as Director on behalf of SWELECT Energy Systems Pte. Limited in the said joint venture Company.
In pursuant to the provisions of section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, (as amended) a statement containing salient features of the financial statements of the Company's subsidiaries and Joint Venture in Form AOC-1 is being attached to the financial statements of the Company. This statement provides details of the performance and financial position of each subsidiary and the performance of the joint venture. The Company does not have any Associate as on the date of this report.
ISSUE OF NON-CONVERTIBLE DEBENTURES
The Board of Directors of the Company has authorised the issuance of unlisted, secured, rated, redeemable, non-cumulative, taxable and non-convertible debentures, along with its subsidiaries, aggregating up to H 290,00,00,000 (Two Hundred and Ninety Crores only), for cash, at par, on private placement basis in dematerialised mode to India Infradebt Limited (“Debenture Holder”). The summary of the same is as below:
|
Name of the Company
|
Debenture Value
|
Face Value
|
|
SWELECT ENERGY SYSTEMS LIMITED
|
H 138,50,00,000
|
H 10,00,000
|
|
NOEL MEDIA & ADVERTISING PRIVATE LIMITED
|
H 5,00,00,000
|
H 10,00,000
|
|
SWELECT GREEN ENERGY SOLUTIONS PRIVATE LIMITED
|
H 1,00,00,000
|
H 10,00,000
|
|
SWELECT SUN ENERGY PRIVATE LIMITED
|
H 36,50,00,000
|
H 10,00,000
|
|
SWELECT RENEWABLE ENERGY PRIVATE LIMITED
|
H 30,50,00,000
|
H 10,00,000
|
|
SWELECT RE POWER PRIVATE LIMITED
|
H 12,40,00,000
|
H 10,00,000
|
|
SWELECT TAIYO ENERGY PRIVATE LIMITED
|
H 23,70,00,000
|
H 10,00,000
|
|
SWELECT CLEAN ENERGY PRIVATE LIMITED
|
H 42,40,00,000
|
H 10,00,000
|
Accordingly the Company has allotted 1,385 (one thousand three hundred and eighty five only) unlisted, secured, rated, redeemable, non-cumulative, taxable and non-convertible debentures, each having a face value of H 10,00,000 (Ten Lakhs only) and the above subsidiaries together have allotted 1515 (One Thousand Five Hundred and fifteen) unlisted, secured, rated, redeemable, noncumulative, taxable and non-convertible debentures, each having a face value of H 10,00,000 (Ten Lakhs only). M/s Catalyst Trusteeship Limited was appointed as Debenture Trustee.
NEWLY INCORPORATED SUBSIDIARIES
1. ESG GREEN ENERGY PRIVATE LIMITED
The Company was incorporated on 11 June 2024 with an object of manufacturing, generating, supplying, distributing, transmitting and dealing in electricity and all forms of energy including Solar and Wind Energy and power sales from the Green energy sources. The Company is exploring various avenues to commence its business activity.
Director of the company to hold office for a first term up to 5 (Five) consecutive years with effect from 30 May 2025, subject to the approval of shareholders at the ensuing Annual general meeting
• Mr. V.C. Raghunath (DIN: 00703922) Whole Time Director and Ms. V.C. Mirunalini (DIN: 07860175) Whole Time Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers themselves for re-appointment. The Nomination and Remuneration Committee and Board of Directors have recommended the same.
• The term of office of Directorship of Mr. A. Balan (DIN: 00017091) as Whole Time Director (Joint Managing Director) expires on 02 October 2025 and subject to the approval of shareholders at the ensuing Annual General Meeting, it is proposed to reappoint him for a period of Five years with effect from 03 October 2025. The Nomination and Remuneration Committee and Board of Directors have recommended the same.
• At the Annual General Meeting held on 26 July 2021, Mr. G. S. Samuel (DIN: 05284689) was re appointed as Independent Director for a second term. The term of office of Directorship of Mr. G.S. Samuel (DIN:05284689), expires on 28 July 2025. He will complete his two terms of office of Independent Director and thereby will vacate his office of Directorship.
• During the year under review, Mr. R. Sathishkumar resigned from the post of Company Secretary and Compliance Officer of the Company with effect from 27 August 2024.
• Based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors in their meeting held on 12 August 2024 have appointed Ms. J. Bhuvaneswari as the Company Secretary and Compliance Officer of the Company with effect from 28 August 2024.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
Based on the recommendation of the Nomination & Remuneration Committee, the Board at its meeting held on 30 May 2025 has appointed Mrs. Uma Prakash (DIN: 03206624) as an Independent Director of the Company for a period of five years (First term) with effect from 30 May 2025 after taking into consideration of integrity, expertise and experience which are needed for sustainable growth of the Company. The above appointment is subject to the approval of shareholders at the ensuing Annual general meeting.
INTEGRITY, EXPERTISE, EXPERIENCE AND PROFICIENCY
Mrs. Uma Prakash is a Chartered accountant and a certified Fraud Examiner with more than 2.5 decades of experience in the areas of internal audit, forensic investigations and corporate governance. She started her career with EY and moved on to practice independently and currently associated with JCSS (a large tier 2 firm pan India and overseas) as an Advisor.
2. SWELECT RADIANT POWER PRIVATE LIMITED
The Company was incorporated on 19 March 2025 with an object of manufacturing, generating, supplying, distributing, transmitting and dealing in electricity and all forms of energy including Solar and Wind Energy and power sales from the Green energy sources. The Company is exploring various avenues to commence its business activity.
3. SWELECT GP PRIVATE LIMITED
The Company was incorporated on 20 March 2025 with an object of manufacturing, generating, supplying, distributing, transmitting and dealing in electricity and all forms of energy including Solar and Wind Energy and power sales from the Green energy sources. The Company is exploring various avenues to commence its business activity.
4. SWELECT SOLARKRAFT PRIVATE LIMITED
The Company was incorporated on 20 March 2025 with an object of manufacturing, generating, supplying, distributing, transmitting and dealing in electricity and all forms of energy including Solar and Wind Energy and power sales from the Green energy sources. The Company is exploring various avenues to commence its business activity.
5. SWELECT SUNPOWER PLUS PRIVATE LIMITED
The Company was incorporated on 20 March 2025 with an object of manufacturing, generating, supplying, distributing, transmitting and dealing in electricity and all forms of energy including Solar and Wind Energy and power sales from the Green energy sources. The Company is exploring various avenues to commence its business activity.
AMALGAMATION OF SUBSIDIARY COMPANIES
The Hon'ble National Company Law Tribunal (NCLT), Chennai Bench has given it's final order on 31 May 2024 for Amalgamation of Wholly Owned Subsidiary Companies namely SWELECT Solar Energy Private Limited and K J Solar Systems Private Limited with the Company.
DEPOSITS
The Company did not accept any public deposits as defined under Chapter V of the Companies Act, 2013 (the Act) during the year
DIRECTORS OR KEY MANAGERIAL PERSONNEL
• The shareholders at their Annual General Meeting held on
29 July 2024, have re-appointed Mr. R. Chellappan as Managing Director of the Company for a period of five years from 01 May 2025 and Mr. V.C. Raghunath, as Whole Time Director of the Company for a period of five years from 28 July 2024.
• On the recommendation of Nomination and Remuneration Committee, the Board of directors at their meeting held on
30 May 2025 have appointed Mrs. Uma Prakash (DIN: 03206624) as an Additional Director of the Company. Further, the Board has appointed Mrs. Uma Prakash (DIN: 03206624) as an Independent
She is very actively involved with the Institute of Internal auditors (IIA) which is an international body and was nominated to the All India Council and became the first woman President of IIA India. She continues to be part of IIA as a management committee member.
Mrs. Uma Prakash possess appropriate Skills, Experience and knowledge in Finance, Law, Management and Corporate governance which will benefit the growth of the Company.
NUMBER OF BOARD MEETINGS
There were Eleven meetings of the Board of Directors held during the Financial Year 2024-2025. The details are provided in the Corporate Governance Report that forms part of this Annual Report. The interval between any two Board Meetings was well within the maximum allowed gap of 120 days.
DISCLOSURE ON COMPOSITION OF AUDIT COMMITTEE AND ITS RECOMMENDATION
The details of Composition of Audit Committee along with its terms of reference are given in the Corporate Governance Report. All recommendations of the Audit Committee were accepted by the Board.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has adopted the Vigil mechanism and the details are given in the Corporate Governance Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has put in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and has complied with the provisions relating to the constitution of an Internal Complaints Committee (ICC) as required under the said Act to redress the complaints received for sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
The members of the Committee are:
Corporate Office (Chennai):
Presiding officer:
Ms. Aarthi Balan
Members:
1. Ms. C. Preethy
2. Ms. Bindhu
3. Mr. R. Kalidasan
Plant (Idappadi):
Presiding officer:
Ms. Preetha Balan
Members:
1. Ms. P. Malathi
2. Ms. A. Kokilavani
3. Mr. P. Kathirvel
The following is a summary of sexual harassment complaints received and disposed off during the year 2024-2025.
No. of complaints filed during the financial year: Nil
No. of complaints disposed off during the financial year: Nil
No. of complaints pending as on end of the financial year: Nil
CODE OF CONDUCT AND PREVENTION OF INSIDER TRADING
The Company has adopted the Code of Conduct for its Directors and Employees while performing their duties and responsibilities.
Similarly, Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons has also been adopted by the Company as per the Guidelines issued by the Securities and Exchange Board of India for Prohibition of Insider Trading. The Code prohibits trading in securities of the Company by the Designed persons while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.
As per the requirement of SEBI, the Company is maintaining a software (structured digital database) wherein the details of Directors, Promoters, designated persons and their immediate relatives including the members of the Audit team (statutory, internal, cost and secretarial auditors) have been entered therein and the Company is monitoring the same on periodical basis.
The intimation of trading window closure and handling of unpublished price sensitive information is being communicated to the above persons through the above software. The PAN of above persons will be frozen during the trading window closure period by the Stock Exchanges based on the details given by the Company to prevent the insider trading.
The Code of conduct of Board of Directors and Senior Management Personnel and code for Insider Trading are made available in the Company's website www.swelectes.com under investors' page.
STATUTORY AUDITORS
M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No.117366W/W-100018) were reappointed as Statutory Auditors of the Company at the 27th AGM held on 28 July 2022, for a period of five years commencing from the conclusion of 27th AGM till the conclusion of 32nd AGM.
STATUTORY AUDITORS REPORT
The Statutory Auditors in their report for the financial year
2024- 2025, have given an unmodified opinion on the financial statements of the Company and the same is being attached to this report.
SECRETARIAL AUDIT REPORT
Secretarial Audit was conducted by M/s. KRA & Associates, Practicing Company Secretaries, Chennai in pursuant to the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditors' Report is also being attached as a part of this Report as Annexure -1. There were no qualifications made by the Secretarial Auditor in their Report.
SECRETARIAL AUDITORS
Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and based on the recommendation of the Audit Committee, the Board of Directors at their meeting held on 30 May 2025, have approved and recommended the appointment of M/s. KRA & Associates, a peer reviewed Practising Company Secretaries firm as the secretarial auditors of the Company for a term of five consecutive years commencing from financial year
2025- 26 till financial year 2029-30, subject to the approval of shareholders at the ensuing Annual general Meeting.
COST AUDIT
Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Company is required to maintain cost accounting records in respect of the products of the Company and accordingly the Cost Accounting Records are maintained by the Company and Audited as required. Further, the Company has completed the filing of Cost Audit Report, with the Ministry of Corporate Affairs, for the financial year 2023-2024 in eXtensible Business Reporting Language (XBRL) format.
M/s. Ravichandran Bhagyalakshmi & Associates, Cost Auditors of the Company will submit their report for the financial year 2024-2025 within the time limit stipulated in the Companies (Cost Records and Audit) Rules, 2014.
The Board, based on the recommendation of the Audit Committee, has appointed M/s. Ravichandran Bhagyalakshmi & Associates, Cost Accountants (Firm Registration No. 001253) as Cost Auditors for the financial year 2025-26. M/s. Ravichandran Bhagyalakshmi & Associates, Cost Auditors, being eligible, have consented to act as the Cost Auditors of the Company for the financial year 2025-26 for a remuneration of H 1,50,000/-. The remuneration of the Cost Auditor shall be ratified by the members of the Company in the ensuing AGM.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year ended 31 March 2025, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Conservation of energy, technology absorption and foreign exchange earnings and outgo forms part of this report and is given as Annexure - 2.
ANNUAL RETURN
The Annual Return of the Company for the financial year 2024-2025 is due to be filed with the Ministry of Corporate Affairs within 60 days from the date of AGM scheduled to be held on 25 July 2025 and the same will be made available on the website of the Company www.swelectes.com under investors page.
The Annual Return of the Company for the previous year (2023-24) is available on the Company's website www.swelectes.com under web link https://swelectes.com/annual-return .
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The details of development and implementation of risk management system are provided in the Corporate Governance Report which forms a part of this Annual report.
CORPORATE SOCIAL RESPONSIBILITY
The Company undertakes “Corporate Social Responsibility” (CSR) initiatives directly / through agency to the public for improving the quality of life which includes education, healthcare and Livelihood enhancement projects etc. During the year 2024-2025, the Company has contributed funds to the society for their betterment and the Company will undertake newer CSR initiatives in the years to come.
The Annual Report on CSR Activities in the prescribed format is given in the Annexure - 3. Details of composition of the CSR Committee, number of meetings held during the year and other particulars are given in the Corporate Governance Report which forms a part of this Annual report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financial year with Related Parties were in the ordinary course of business and at arm's length basis.
The disclosure required u/s 134 (3) (h) of the Companies Act, 2013 in form AOC-2 is being annexed as Annexure 4 to this report.
The Policy on materiality of Related Party Transactions and on dealing with related party transactions approved by the Board can be accessed on the Company's website www.swelectes.com under investors' page. Members may refer to the notes to the financial statements which sets out related party disclosures for the current and previous financial years.
SIGNIFICANT AND MATERIAL ORDERS
During the year 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.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis Report which forms a part of this Annual report.
ANNUAL BOARD EVALUATION AND FAMILIARISATION PROGRAMME
The Nomination and Remuneration Committee had evaluated the performance of all Directors of the Company at its meeting held on 12 February 2025 and was satisfied with the same. The Board at its meeting held on 12 February 2025 carried out an annual evaluation of its own performance, the directors and committees of the Board based on the guideline formulated by the Nomination & Remuneration Committee. Board composition, quality and timely flow of information, frequency of meetings and level of participation in discussions were some of the parameters considered during the evaluation process. The Board conveyed their satisfactory opinion on the above evaluation.
Further, during the year the Independent Directors of the Company met on 22 March 2025 to review the performance of NonIndependent Directors, Chairperson of the Board and the Board of Directors as a whole. The Independent Directors had conveyed their satisfactory opinion with regard to review and access of certain details as stated above.
The Independent Directors of the Company are being familiarised by the management and outside professional experts at frequent intervals with regard to nature of the business, business model, their roles, rights and responsibilities and other relevant information to the Company. The details of the programmes attended by the Independent Directors are available on the website of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of the Company between the end of the financial year 31 March 2025 and the date of this report 30 May 2025.
DISCLOSURE OF ACCOUNTING TREATMENT
The Company has followed the Accounting Standards specified under Rule 3 and 4 of the Companies (Indian Accounting Standards) Rules, 2015 (as amended) to the extent applicable, in the preparation of the financial statements.
CORPORATE GOVERNANCE CERTIFICATE
A report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is being attached to this Annual report.
A Compliance Certificate from Mr. R. Kannan, Senior Partner of M/s. KRA & Associates, Practicing Company Secretaries, regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid regulation is also annexed to this report as Annexure 5.
DIRECTORS’ RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134(5) of the Companies Act, 2013, your directors confirm that:
(a) in the preparation of the annual accounts for the year ended 31 March 2025, the applicable accounting standards had been followed and that there are no material departures from the same;
(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 and of the profit 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 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.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT 2013, OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors have stated that, no fraud by the Company or no material fraud on the Company by its officers and employees had been noticed or reported during the year ended 31 March 2025.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to Section 149 (7) of the Companies Act, 2013, the Independent Directors of the Company have given a declaration to the Company that they qualify the criteria of independence as required under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DIRECTOR’S APPOINTMENT AND REMUNERATION POLICY
The Board, based on the recommendation of the Nomination and Remuneration Committee, had formulated a policy on remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy is given in Annexure -6. The same is also available on the Company's website under a web link: https:// swelectes.com/wp-content/uploads/2025/05/NRC-Policy.pdf
PARTICULARS OF EMPLOYEES
Pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2014, the required details are given in Annexure - 7.
SECRETARIAL STANDARDS
The Company has complied with all the applicable provisions of Secretarial Standards on Meetings of Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India during the year ended 31 March 2025.
OTHER CONFIRMATIONS
The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:
i. There is no application/proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review;
ii. There are no instances of onetime settlement with any Bank or Financial Institutions.
ACKNOWLEDGEMENT
Your Board places on record its deep appreciation to all the employees for their hard work, dedication and commitment. The Board appreciates the support and co-operation received from the Government of India, State Governments, Banks, Suppliers, Employees, Customers and Vendors, whom your company looks upon as its valued partners in the path of progress. Your Directors also wish to place on record their appreciation for the valuable services rendered by Depositories, Stock Exchanges, professionals and the Registrar and Transfer Agent. Your Directors thank all valuable Investors who have been with the Company all these years and are also very much pleased to welcome all the new Investors and thank them for their continued patronage and confidence reposed in the Management.
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