During the year under review, the Company has made a Standalone profit of Rs. 86.36 lakh during the year and Profit of Rs. 0.88 lakh in the preceding year. the Company has made a Consolidated profit of Rs. 93.28 lakh during the year Your Directors are identifying prospective areas and will make appropriate investments that will maximize the revenue of the company in the current Financial Year.

In order to conserve the reserve, your directors do not recommend any dividend for the financial year ended, 31st March, 2024.

The paid-up equity capital as on March 31, 2024 was Rs. 820 lakhs. The Company has not issued shares with differential voting rights nor granted stock options no sweat equity.

During the period under review the Board of Directors in its meeting held on the 8^th January, 2024 unanimously approved a proposal of the issuance and allotment of up to 3,68,00,000 (Three Crore Sixty Eight Lakhs) Convertible Warrants ("Warrants") at a price of 12.95/- (Rupees Twelve Rupees Ninety Five Paisa Only) per Warrant, including the premium.

Each of these Warrants will possess the potential to be converted into, or exchanged for, one (01) fully paid-up equity share of our Company, which carries a face value of 10/- (Rupees Ten Only). Furthermore, each equity share will have an associated premium of 2.95/- (Two Rupees Ninety Five Paisa Only) per share. The total aggregate funds raised through this preferential issue will amount to 47,65,60,000/- (Rupees Forty Seven Crore Sixty Five Lakhs Sixty Thousand Only).

Furthermore, the allotment of Warrants, was formally approved by our esteemed members through a postal ballot. Furthermore the Board of Directors has approved allotment of 3,17,80,000 (Three Crore Seventy Lakhs Eighty Thousand) Convertible Warrants ("Warrants") in its meeting held on the 22^nd March, 2024. The total aggregate funds raised through this preferential issue will amount to 41,15,51,000/- (Rupees Forty One Crore Fifteen Lakhs Fifty One Thousand Only).

Furthermore the Board of Directors at their meeting at 17^th may, 2024 has approved allotment of 1,20,60,000 (One Crore Twenty Lakhs Sixty Thousand) Equity shares of face value of Rs.10/- each out of the warrants allotted by way of preferential allotment to other than promoters on a preferential basis in accordance with provisions of Chapter V of SEBI (ICDR) Regulations, 2018.

Furthermore, we wish to inform you that a comprehensive report detailing the allocation and utilization of the funds raised through this preferential issue, up to the Quarter ending June 2024, has been submitted by the Board

The Authorised Share Capital of the Company has been increased from 8,20,00,000/- (Rupees Eight Crore Twenty lakhs Only) divided into 82,00,000 (Eighty Two Lakhs) Equity Shares to 45,00,00,000/- (Rupees Forty Five Crores only) divided into 4,50,00,000 (Four Crore Fifty Lakhs) Equity Shares of 10/- each.

The Issued, Subscribed and Paid up Share Capital of the Company has been increased from 8,20,00,000/- (Rupees Eight Crore Twenty lakhs Only) divided into 82,00,000 (Eighty Two Lakhs) Equity Shares to 20,60,00,000/- (Rupees Twenty Crore Sixty Lakhs only) divided into 2,02,60,000 (Two Crore Two Lakh Sixty Thousand) Equity Shares of 10/- each.

No amount was transferred to the General Reserve during the period 1st April, 2023 to 31st March, 2024.

Your Company is committed to provide and promote safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. No cases have been files under the Act as the Company is keeping the working environment healthy.

The Provisions of section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the company.

10. Business Responsibility Report :

The SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 mandates inclusion of Business Responsibility Report (BRR) as part of the Annual Report for top hundred listed entities based on market capitalization. We does not fall in the top hundred listed entities and hence not provided the BRR as part of our Annual Report.

11. Risk Management :

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. The Board members were informed about risk assessment and after which the Board formally adopted and implemented the necessary steps for monitoring the risk management plan for the company.

12. Auditor :

Statutory Audit:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. M/s. J. Singh & Associates, Chartered Accountants, (Firm Registration No. 110266W), Statutory Auditors of the Company has carried out the statutory Audit and submitted its report for the financial year ended on 31^st March, 2024.There is no qualification, disclaimer, reservation or adverse remark made by the Statutory Auditors in Auditors' Report.

Secretarial Audit:

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Ankur Dineshchandra Gandhi, Practicing Company Secretary (Membership No. A48016 and C.P. No.:17543) to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit report for the financial year ended 31st March, 2023 is annexed herewith as “Annexure A” to this report. The Secretarial Audit Report does not contain any qualification, reservation and adverse remark.

13. Directors and Key Managerial Personnel's:

Mr. Rushil Hareshbhai Modi (DIN: 08339047) has been resigned from the position of Managing Director due to confidential and unavoidable circumstances w.e.f. 01.04.2023

Mr. Rajendra Sabavat Dakana Naik (DIN: 09340513), Managing Director have appointed w.e.f. 25.07.2023. Also he has been resigned from the position of Managing Director due to family business opportunity which needs to be manage personally leading to insufficient time to manage the operation of the Company w.e.f. 17.05.2024 after the closure of Financial Year.

Ms. Chandani Anuj Kansara (DIN: 09670529), Independent Director and Mr. Kalpesh Navnitlal Shah (DIN: 02727578) has been resigned due to unavoidable circumstances from Directorship w.e.f. 06.10.2023.

Mr. Jagdishkumar Bhagvandas Patel (DIN: 08038830) and Ms. Prapti Uday Shah (DIN: 09216502) has appointed as an Independent Directors of the Company w.e.f. 06.10.2023

Mr. Sunil Motiram Jagtap (DIN: 09451551), Independent Director has been resigned due to unavoidable circumstances from Directorship w.e.f. 28.10.2023

Mr. Abhishek Shivpujan Giri (DIN: 10364515) has appointed as an Independent Directors of the Company w.e.f. 28.10.2023

Mr. Viral Mukundbhai Shah (DIN: 00014182) has appointed as an Independent Directors of the Company w.e.f. 08.11.2023. Also he has been resigned from the position of Director w.e.f. 19.02.2024

Mr. Rajendra Sabavat Dakana Naik, Chief Executive Officer of the Company have appointed w.e.f. 07.06.2024 after the closure of Financial Year.

Mr. Mitesh Patel has been resigned from the position of Chief Financial Officer of the Company w.e.f. 17.05.2024 after the closure of Financial Year.

All Independent Directors have given their declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Listing Regulations. In the opinion of the Board, all the Independent Directors are well experienced business leaders. Their vast experience shall greatly benefit the Company. Further, they possess integrity and relevant proficiency which will bring tremendous value to the Board and to the Company.

14. Corporate Governance And Management Discussion & Analysis Report:

The Company is exempt under Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, read with Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. Hence, Annual Report 2022-23 does not contain the Corporate Governance Report. Further, as and when the company falls under the applicability to provide Corporate Governance Report, the company will comply with the same. Management discussion & analysis report regarding compliance of the SEBI code of Corporate Governance is annexed herewith.

15. Acceptance of Deposit :

Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended.

16. Loans, Guarantee 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

17. Internal Control System and Their Adequacy :

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and to maintain its objectivity and independence, the Audit Committee reports to the Chairman of the Audit Committee and & to the Board Chairman & Managing Director.

18. Annual Evaluation of Board Performance and Performance of its Committees and of Individual Directors : Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders Relationship, Nomination& Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

19. Nomination & 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.

20. Board & Committee Meetings :

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 15 (Fifteen) meeting of the Board of directors, 8 (Eight) Audit Committee Meetings, 6 (Six) Nomination & Remuneration

Committee Meetings and 1 (One) Stakeholders' Relationship Committee Meetings were held in the Financial Year 2023-24. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Number of Board Meeting and Attendance:

Number of Audit Committee and Attendance:

Number of Nomination and Remuneration Committee and Attendance:

Number of Stakeholder Relationship Committee and Attendance:

21. Related Party Transactions :

All related party transactions that were entered into during the financial year were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. The policy is available on the website of the company (http://www.sellwinindia.com/file/2016/may/PolicyofRelatedPartyTransaction.pdf).

22. Directors' Responsibility Statement :

The Financial Statement are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except for certain financial instruments which are measured at fair value. GAAP comprises mandatory accounting standards as prescribed under section 133 of the Companies Act,2013 ("the Act") read with Companies (Accounts) Rules, 2014, the provision of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from the prescribed accounting standards in the adoption of these standards. In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, for the financial year ended March 31, 2024 the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

iii) The Directors have 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.

iv) The Directors have prepared the annual accounts ongoing 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.

vi) 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.

23. Preservation of documents :

All the documents as required under the Act, has been properly kept at the corporate office of the Company.

24. Listing with Stock Exchange :

The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year 2023-24 to the BSE Limited where the shares of the Company are listed.

25. Significant and Material Orders:

There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company's operation in future.

26. Fraud Reporting:

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013, to the Audit Committee or the Board of Directors during the year under review.

27. Secretarial Standards of ICSI :

The Company is in compliance with the relevant provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government and other applicable Secretarial Standards from time to time.

28. Subsidiary Companies :

As of 31st March, 2024, the Company has 2 subsidiaries.

During the year, Mannibhadra Aggro Private Limited, subsidiary of the Company was incorporated on 9^th November, 2022 and Patel & Patel E-Commerce And Services Private Limited, Subsidiary of the Company was incorporated 25^th August, 2021. The contribution of each of the subsidiaries in terms of the revenue and profit is provided in Form AOC-1, which forms part of the Annual Report is annexed herewith as “Annexure B” to this report

29. Code of Conduct :

The Board of Directors has 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 has been posted on the Company's website. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

30. Vigil Mechanism :

In pursuant to the provisions of section 177 of the Companies Act, 2013 and SEBI Listing Regulations, the Company has a vigil mechanism to deal with issuance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The vigil mechanism ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. The Chairman of Audit and Chairman of the Board looks into the complaints raised.

31. Archival Policy :

The policy deals with the retention and archival of corporate records of Sellwin Traders Limited. The policy is available on the website of the company (http://www.sellwinindia.com/file/2016/july/STL_Archival_Policy.pdf).

32. Prevention of Insider Trading :

The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

33. Annual Return :

Pursuant to the provisions of Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return as on March 31, 2024 is available at the web link: www.sellwinindia.com

34. Managerial Remuneration/Particulars of Employees :

During the period under review, no employee of the Company drew remuneration in excess of the limits specified under the provisions of Section 197(12) of the Companies Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual Report.

35. Statutory Information:

36. Policy to Prevent Sexual Harassment at the Work Place:

The Company is committed to creating and maintaining an atmosphere in which employees can work together, without fear of sexual harassment, exploitation or intimidation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behavior is prohibited both by law and by the Sellwin Traders Ltd.

37. Details of Application made or Proceeding under Insolvency and Bankruptcy Code, 2016:

During the year under review, there were no applications made orproceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016

38. Details of Difference Between Valuation amount On one time Settlement and Valuation while Availing Loan From Banks and Financial Institutions.

During the year under review, there has been no one time Settlement of loans taken from Banks and Financial Institutions.

39. Acknowledgements :