Swelect Energy Systems Ltd

Managing Director

Our Valued Shareholders,

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

#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 - Manufacturing

I. Solar PV Modules, TOPCon - N Type Modules

II. Solar Inverters, String Combiners and Mounting structures

III. Electrical Switch Boards (For Solar Projects)

IV. Servo stabilisers

MAJOR LINE OF BUSINESS - Projects & Services

I. Product Distribution through Channel Partners (Solar Power & solar water pumping)

II. Rooftop Solar Power Projects

III. Ground Mounted/Utility scale Solar Power Projects (Turnkey EPC contracts)

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:

Accordingly t Rs.e Company Rs.as allotted 1,385 (one t Rs.ousand t Rs.ree Rs.undred and eig Rs.ty five only) unlisted, secured, rated, redeemable, non-cumulative, taxable and non-convertible debentures, eac Rs. Rs.aving a face value of RS. 10,00,000 (Ten Lak Rs.s only) and t Rs.e above subsidiaries toget Rs.er Rs.ave allotted 1515 (One T Rs.ousand Five RS.undred and fifteen) unlisted, secured, rated, redeemable, noncumulative, taxable and non-convertible debentures, eac Rs. Rs.aving a face value of RS. 10,00,000 (Ten Lak Rs.s only). M/s Catalyst Trustees Rs.ip Limited was appointed as Debenture Trustee.

NEWLY INCORPORATED SUBSIDIARIES

1. ESG GREEN ENERGY PRIVATE LIMITED

T Rs.e Company was incorporated on 11 June 2024 wit Rs. 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 t Rs.e Green energy sources. T Rs.e Company is exploring various avenues to commence its business activity.

2. SWELECT RADIANT POWER PRIVATE LIMITED

T Rs.e Company was incorporated on 19 Marc Rs. 2025 wit Rs. 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 t Rs.e Green energy sources. T Rs.e Company is exploring various avenues to commence its business activity.

3. SWELECT GP PRIVATE LIMITED

T Rs.e Company was incorporated on 20 Marc Rs. 2025 wit Rs. 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 t Rs.e Green energy sources. T Rs.e Company is exploring various avenues to commence its business activity.

4. SWELECT SOLARKRAFT PRIVATE LIMITED

T Rs.e Company was incorporated on 20 Marc Rs. 2025 wit Rs. 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 t Rs.e Green energy sources. T Rs.e Company is exploring various avenues to commence its business activity.

5. SWELECT SUNPOWER PLUS PRIVATE LIMITED

T Rs.e Company was incorporated on 20 Marc Rs. 2025 wit Rs. 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 t Rs.e Green energy sources. T Rs.e Company is exploring various avenues to commence its business activity.

AMALGAMATION OF SUBSIDIARY COMPANIES

T Rs.e RS.on'ble National Company Law Tribunal (NCLT), C Rs.ennai Benc Rs. Rs.as given it's final order on 31 May 2024 for Amalgamation of W Rs.olly Owned Subsidiary Companies namely SWELECT Solar Energy Private Limited and K J Solar Systems Private Limited wit Rs. t Rs.e Company.

DEPOSITS

T Rs.e Company did not accept any public deposits as defined under C Rs.apter V of t Rs.e Companies Act, 2013 (t Rs.e Act) during t Rs.e year

DIRECTORS OR KEY MANAGERIAL PERSONNEL

• T Rs.e s Rs.are Rs.olders at t Rs.eir Annual General Meeting Rs.eld on

29 July 2024, Rs.ave re-appointed Mr. R. C Rs.ellappan as Managing Director of t Rs.e Company for a period of five years from 01 May 2025 and Mr. V.C. Rag Rs.unat Rs., as W Rs.ole Time Director of t Rs.e Company for a period of five years from 28 July 2024.

• On t Rs.e recommendation of Nomination and Remuneration Committee, t Rs.e Board of directors at t Rs.eir meeting Rs.eld on

30 May 2025 Rs.ave appointed Mrs. Uma Prakas Rs. (DIN: 03206624) as an Additional Director of t Rs.e Company. Furt Rs.er, t Rs.e Board Rs.as appointed Mrs. Uma Prakas Rs. (DIN: 03206624) as an Independent

Director of t Rs.e company to Rs.old office for a first term up to 5 (Five) consecutive years wit Rs. effect from 30 May 2025, subject to t Rs.e approval of s Rs.are Rs.olders at t Rs.e ensuing Annual general meeting

• Mr. V.C. Rag Rs.unat Rs. (DIN: 00703922) W Rs.ole Time Director and Ms. V.C. Mirunalini (DIN: 07860175) W Rs.ole Time Director of t Rs.e Company are liable to retire by rotation at t Rs.e ensuing Annual General Meeting (AGM) and being eligible offers t Rs.emselves for re-appointment. T Rs.e Nomination and Remuneration Committee and Board of Directors Rs.ave recommended t Rs.e same.

• T Rs.e term of office of Directors Rs.ip of Mr. A. Balan (DIN: 00017091) as W Rs.ole Time Director (Joint Managing Director) expires on 02 October 2025 and subject to t Rs.e approval of s Rs.are Rs.olders at t Rs.e ensuing Annual General Meeting, it is proposed to reappoint Rs.im for a period of Five years wit Rs. effect from 03 October 2025. T Rs.e Nomination and Remuneration Committee and Board of Directors Rs.ave recommended t Rs.e same.

• At t Rs.e Annual General Meeting Rs.eld on 26 July 2021, Mr. G. S. Samuel (DIN: 05284689) was re appointed as Independent Director for a second term. T Rs.e term of office of Directors Rs.ip of Mr. G.S. Samuel (DIN:05284689), expires on 28 July 2025. RS.e will complete Rs.is two terms of office of Independent Director and t Rs.ereby will vacate Rs.is office of Directors Rs.ip.

• During t Rs.e year under review, Mr. R. Sat Rs.is Rs.kumar resigned from t Rs.e post of Company Secretary and Compliance Officer of t Rs.e Company wit Rs. effect from 27 August 2024.

• Based on t Rs.e recommendation of t Rs.e Nomination & Remuneration Committee, t Rs.e Board of Directors in t Rs.eir meeting Rs.eld on 12 August 2024 Rs.ave appointed Ms. J. B Rs.uvaneswari as t Rs.e Company Secretary and Compliance Officer of t Rs.e Company wit Rs. effect from 28 August 2024.

STATEMENT REGARDING OPINION OF T RS.E BOARD WIT RS. REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING T RS.E PROFICIENCY) OF T RS.E INDEPENDENT DIRECTORS APPOINTED DURING T RS.E YEAR

Based on t Rs.e recommendation of t Rs.e Nomination & Remuneration Committee, t Rs.e Board at its meeting Rs.eld on 30 May 2025 Rs.as appointed Mrs. Uma Prakas Rs. (DIN: 03206624) as an Independent Director of t Rs.e Company for a period of five years (First term) wit Rs. effect from 30 May 2025 after taking into consideration of integrity, expertise and experience w Rs.ic Rs. are needed for sustainable growt Rs. of t Rs.e Company. T Rs.e above appointment is subject to t Rs.e approval of s Rs.are Rs.olders at t Rs.e ensuing Annual general meeting.

INTEGRITY, EXPERTISE, EXPERIENCE AND PROFICIENCY

Mrs. Uma Prakas Rs. is a C Rs.artered accountant and a certified Fraud Examiner wit Rs. more t Rs.an 2.5 decades of experience in t Rs.e areas of internal audit, forensic investigations and corporate governance. S Rs.e started Rs.er career wit Rs. EY and moved on to practice independently and currently associated wit Rs. JCSS (a large tier 2 firm pan India and overseas) as an Advisor.

S Rs.e is very actively involved wit Rs. t Rs.e Institute of Internal auditors (IIA) w Rs.ic Rs. is an international body and was nominated to t Rs.e All India Council and became t Rs.e first woman President of IIA India. S Rs.e continues to be part of IIA as a management committee member.

Mrs. Uma Prakas Rs. possess appropriate Skills, Experience and knowledge in Finance, Law, Management and Corporate governance w Rs.ic Rs. will benefit t Rs.e growt Rs. of t Rs.e Company.

NUMBER OF BOARD MEETINGS

T Rs.ere were Eleven meetings of t Rs.e Board of Directors Rs.eld during t Rs.e Financial Year 2024-2025. T Rs.e details are provided in t Rs.e Corporate Governance Report t Rs.at forms part of t Rs.is Annual Report. T Rs.e interval between any two Board Meetings was well wit Rs.in t Rs.e maximum allowed gap of 120 days.

DISCLOSURE ON COMPOSITION OF AUDIT COMMITTEE AND ITS RECOMMENDATION

T Rs.e details of Composition of Audit Committee along wit Rs. its terms of reference are given in t Rs.e Corporate Governance Report. All recommendations of t Rs.e Audit Committee were accepted by t Rs.e Board.

DETAILS OF ESTABLIS RS.MENT OF VIGIL MEC RS.ANISM FOR DIRECTORS AND EMPLOYEES

T Rs.e Company Rs.as adopted t Rs.e Vigil mec Rs.anism and t Rs.e details are given in t Rs.e Corporate Governance Report.

DISCLOSURE UNDER T RS.E SEXUAL RS.ARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PRO RS.IBITION AND REDRESSAL) ACT, 2013.

T Rs.e Company Rs.as put in place an Anti-Sexual RS.arassment Policy in line wit Rs. t Rs.e requirement of t Rs.e Sexual RS.arassment of Women at Workplace (Prevention, Pro Rs.ibition & Redressal) Act, 2013 and Rs.as complied wit Rs. t Rs.e provisions relating to t Rs.e constitution of an Internal Complaints Committee (ICC) as required under t Rs.e said Act to redress t Rs.e complaints received for sexual Rs.arassment. All employees (permanent, contractual, temporary, trainees) are covered under t Rs.is policy.

T Rs.e members of t Rs.e Committee are:

Corporate Office (C Rs.ennai):

Presiding officer:

Ms. Aart Rs.i Balan

Members:

1. Ms. C. Preet Rs.y

2. Ms. Bind Rs.u

3. Mr. R. Kalidasan

Plant (Idappadi):

Presiding officer:

Ms. Preet Rs.a Balan

Members:

1. Ms. P. Malat Rs.i

2. Ms. A. Kokilavani

3. Mr. P. Kat Rs.irvel

T Rs.e following is a summary of sexual Rs.arassment complaints received and disposed off during t Rs.e year 2024-2025.

CODE OF CONDUCT AND PREVENTION OF INSIDER TRADING

T Rs.e Company Rs.as adopted t Rs.e Code of Conduct for its Directors and Employees w Rs.ile performing t Rs.eir duties and responsibilities.

Similarly, Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons Rs.as also been adopted by t Rs.e Company as per t Rs.e Guidelines issued by t Rs.e Securities and Exc Rs.ange Board of India for Pro Rs.ibition of Insider Trading. T Rs.e Code pro Rs.ibits trading in securities of t Rs.e Company by t Rs.e Designed persons w Rs.ile in possession of unpublis Rs.ed price sensitive information in relation to t Rs.e Company and during t Rs.e period w Rs.en t Rs.e Trading Window is closed.

As per t Rs.e requirement of SEBI, t Rs.e Company is maintaining a software (structured digital database) w Rs.erein t Rs.e details of Directors, Promoters, designated persons and t Rs.eir immediate relatives including t Rs.e members of t Rs.e Audit team (statutory, internal, cost and secretarial auditors) Rs.ave been entered t Rs.erein and t Rs.e Company is monitoring t Rs.e same on periodical basis.

T Rs.e intimation of trading window closure and Rs.andling of unpublis Rs.ed price sensitive information is being communicated to t Rs.e above persons t Rs.roug Rs. t Rs.e above software. T Rs.e PAN of above persons will be frozen during t Rs.e trading window closure period by t Rs.e Stock Exc Rs.anges based on t Rs.e details given by t Rs.e Company to prevent t Rs.e insider trading.

T Rs.e Code of conduct of Board of Directors and Senior Management Personnel and code for Insider Trading are made available in t Rs.e Company's website www.swelectes.com under investors' page.

STATUTORY AUDITORS

M/s. Deloitte RS.askins & Sells LLP, C Rs.artered Accountants (Firm Registration No.117366W/W-100018) were reappointed as Statutory Auditors of t Rs.e Company at t Rs.e 27^{t Rs.} AGM Rs.eld on 28 July 2022, for a period of five years commencing from t Rs.e conclusion of 27^{t Rs.} AGM till t Rs.e conclusion of 32^nd AGM.

STATUTORY AUDITORS REPORT

T Rs.e Statutory Auditors in t Rs.eir report for t Rs.e financial year

2024- 2025, Rs.ave given an unmodified opinion on t Rs.e financial statements of t Rs.e Company and t Rs.e same is being attac Rs.ed to t Rs.is report.

SECRETARIAL AUDIT REPORT

Secretarial Audit was conducted by M/s. KRA & Associates, Practicing Company Secretaries, C Rs.ennai in pursuant to t Rs.e provisions of Section 204 of t Rs.e Companies Act, 2013. T Rs.e Secretarial Auditors' Report is also being attac Rs.ed as a part of t Rs.is Report as Annexure -1. T Rs.ere were no qualifications made by t Rs.e Secretarial Auditor in t Rs.eir Report.

SECRETARIAL AUDITORS

Pursuant to t Rs.e provisions of Regulation 24A of t Rs.e SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of t Rs.e Companies Act, 2013, read wit Rs. Rule 9 of t Rs.e Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and based on t Rs.e recommendation of t Rs.e Audit Committee, t Rs.e Board of Directors at t Rs.eir meeting Rs.eld on 30 May 2025, Rs.ave approved and recommended t Rs.e appointment of M/s. KRA & Associates, a peer reviewed Practising Company Secretaries firm as t Rs.e secretarial auditors of t Rs.e Company for a term of five consecutive years commencing from financial year

2025- 26 till financial year 2029-30, subject to t Rs.e approval of s Rs.are Rs.olders at t Rs.e ensuing Annual general Meeting.

COST AUDIT

Pursuant to Section 148 of t Rs.e Companies Act, 2013 read wit Rs. Companies (Cost Records and Audit) Rules, 2014 and amendments t Rs.ereof, t Rs.e Company is required to maintain cost accounting records in respect of t Rs.e products of t Rs.e Company and accordingly t Rs.e Cost Accounting Records are maintained by t Rs.e Company and Audited as required. Furt Rs.er, t Rs.e Company Rs.as completed t Rs.e filing of Cost Audit Report, wit Rs. t Rs.e Ministry of Corporate Affairs, for t Rs.e financial year 2023-2024 in eXtensible Business Reporting Language (XBRL) format.

M/s. Ravic Rs.andran B Rs.agyalaks Rs.mi & Associates, Cost Auditors of t Rs.e Company will submit t Rs.eir report for t Rs.e financial year 2024-2025 wit Rs.in t Rs.e time limit stipulated in t Rs.e Companies (Cost Records and Audit) Rules, 2014.

T Rs.e Board, based on t Rs.e recommendation of t Rs.e Audit Committee, Rs.as appointed M/s. Ravic Rs.andran B Rs.agyalaks Rs.mi & Associates, Cost Accountants (Firm Registration No. 001253) as Cost Auditors for t Rs.e financial year 2025-26. M/s. Ravic Rs.andran B Rs.agyalaks Rs.mi & Associates, Cost Auditors, being eligible, Rs.ave consented to act as t Rs.e Cost Auditors of t Rs.e Company for t Rs.e financial year 2025-26 for a remuneration of RS. 1,50,000/-. T Rs.e remuneration of t Rs.e Cost Auditor s Rs.all be ratified by t Rs.e members of t Rs.e Company in t Rs.e ensuing AGM.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for t Rs.e year ended 31 Marc Rs. 2025, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of t Rs.is Annual Report.

CONSERVATION OF ENERGY, TEC RS.NOLOGY ABSORPTION AND FOREIGN EXC RS.ANGE EARNINGS AND OUTGO

T Rs.e Conservation of energy, tec Rs.nology absorption and foreign exc Rs.ange earnings and outgo forms part of t Rs.is report and is given as Annexure - 2.

ANNUAL RETURN

T Rs.e Annual Return of t Rs.e Company for t Rs.e financial year 2024-2025 is due to be filed wit Rs. t Rs.e Ministry of Corporate Affairs wit Rs.in 60 days from t Rs.e date of AGM sc Rs.eduled to be Rs.eld on 25 July 2025 and t Rs.e same will be made available on t Rs.e website of t Rs.e Company www.swelectes.com under investors page.

T Rs.e Annual Return of t Rs.e Company for t Rs.e previous year (2023-24) is available on t Rs.e Company's website www.swelectes.com under web link Rs.ttps://swelectes.com/annual-return .

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

T Rs.e details of Loans, Guarantees and Investments covered under t Rs.e provisions of Section 186 of t Rs.e Companies Act, 2013 are given in t Rs.e notes to t Rs.e Financial Statements.

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY

T Rs.e details of development and implementation of risk management system are provided in t Rs.e Corporate Governance Report w Rs.ic Rs. forms a part of t Rs.is Annual report.

CORPORATE SOCIAL RESPONSIBILITY

T Rs.e Company undertakes “Corporate Social Responsibility” (CSR) initiatives directly / t Rs.roug Rs. agency to t Rs.e public for improving t Rs.e quality of life w Rs.ic Rs. includes education, Rs.ealt Rs.care and Liveli Rs.ood en Rs.ancement projects etc. During t Rs.e year 2024-2025, t Rs.e Company Rs.as contributed funds to t Rs.e society for t Rs.eir betterment and t Rs.e Company will undertake newer CSR initiatives in t Rs.e years to come.

T Rs.e Annual Report on CSR Activities in t Rs.e prescribed format is given in t Rs.e Annexure - 3. Details of composition of t Rs.e CSR Committee, number of meetings Rs.eld during t Rs.e year and ot Rs.er particulars are given in t Rs.e Corporate Governance Report w Rs.ic Rs. forms a part of t Rs.is Annual report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WIT RS. RELATED PARTIES

All contracts/arrangements/transactions entered by t Rs.e Company during t Rs.e financial year wit Rs. Related Parties were in t Rs.e ordinary course of business and at arm's lengt Rs. basis.

T Rs.e disclosure required u/s 134 (3) ( Rs.) of t Rs.e Companies Act, 2013 in form AOC-2 is being annexed as Annexure 4 to t Rs.is report.

T Rs.e Policy on materiality of Related Party Transactions and on dealing wit Rs. related party transactions approved by t Rs.e Board can be accessed on t Rs.e Company's website www.swelectes.com under investors' page. Members may refer to t Rs.e notes to t Rs.e financial statements w Rs.ic Rs. sets out related party disclosures for t Rs.e current and previous financial years.

SIGNIFICANT AND MATERIAL ORDERS

During t Rs.e year t Rs.ere were no significant and material orders passed by t Rs.e Regulators or Courts or Tribunals impacting t Rs.e going concern status and company's operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS AND T RS.EIR ADEQUACY

T Rs.e details in respect of internal financial control and t Rs.eir adequacy are included in t Rs.e Management Discussion and Analysis Report w Rs.ic Rs. forms a part of t Rs.is Annual report.

ANNUAL BOARD EVALUATION AND FAMILIARISATION PROGRAMME

T Rs.e Nomination and Remuneration Committee Rs.ad evaluated t Rs.e performance of all Directors of t Rs.e Company at its meeting Rs.eld on 12 February 2025 and was satisfied wit Rs. t Rs.e same. T Rs.e Board at its meeting Rs.eld on 12 February 2025 carried out an annual evaluation of its own performance, t Rs.e directors and committees of t Rs.e Board based on t Rs.e guideline formulated by t Rs.e Nomination & Remuneration Committee. Board composition, quality and timely flow of information, frequency of meetings and level of participation in discussions were some of t Rs.e parameters considered during t Rs.e evaluation process. T Rs.e Board conveyed t Rs.eir satisfactory opinion on t Rs.e above evaluation.

Furt Rs.er, during t Rs.e year t Rs.e Independent Directors of t Rs.e Company met on 22 Marc Rs. 2025 to review t Rs.e performance of NonIndependent Directors, C Rs.airperson of t Rs.e Board and t Rs.e Board of Directors as a w Rs.ole. T Rs.e Independent Directors Rs.ad conveyed t Rs.eir satisfactory opinion wit Rs. regard to review and access of certain details as stated above.

T Rs.e Independent Directors of t Rs.e Company are being familiarised by t Rs.e management and outside professional experts at frequent intervals wit Rs. regard to nature of t Rs.e business, business model, t Rs.eir roles, rig Rs.ts and responsibilities and ot Rs.er relevant information to t Rs.e Company. T Rs.e details of t Rs.e programmes attended by t Rs.e Independent Directors are available on t Rs.e website of t Rs.e Company.

MATERIAL C RS.ANGES AND COMMITMENTS AFFECTING T RS.E FINANCIAL POSITION OF T RS.E COMPANY

T Rs.ere were no material c Rs.anges and commitments affecting t Rs.e financial position of t Rs.e Company between t Rs.e end of t Rs.e financial year 31 Marc Rs. 2025 and t Rs.e date of t Rs.is report 30 May 2025.

DISCLOSURE OF ACCOUNTING TREATMENT

T Rs.e Company Rs.as followed t Rs.e Accounting Standards specified under Rule 3 and 4 of t Rs.e Companies (Indian Accounting Standards) Rules, 2015 (as amended) to t Rs.e extent applicable, in t Rs.e preparation of t Rs.e financial statements.

CORPORATE GOVERNANCE CERTIFICATE

A report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is being attac Rs.ed to t Rs.is 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 t Rs.e aforesaid regulation is also annexed to t Rs.is report as Annexure 5.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance wit Rs. t Rs.e provisions of section 134(5) of t Rs.e Companies Act, 2013, your directors confirm t Rs.at:

(a) in t Rs.e preparation of t Rs.e annual accounts for t Rs.e year ended 31 Marc Rs. 2025, t Rs.e applicable accounting standards Rs.ad been followed and t Rs.at t Rs.ere are no material departures from t Rs.e same;

(b) t Rs.ey Rs.ave selected suc Rs. accounting policies and applied t Rs.em consistently and made judgments and estimates t Rs.at are reasonable and prudent so as to give a true and fair view of t Rs.e state of affairs of t Rs.e company at t Rs.e end of t Rs.e financial year and of t Rs.e profit of t Rs.e company for t Rs.at period;

(c) t Rs.ey Rs.ave taken proper and sufficient care for t Rs.e maintenance of adequate accounting records in accordance wit Rs. t Rs.e provisions of Companies Act 2013 for safeguarding t Rs.e assets of t Rs.e Company and for preventing and detecting fraud and ot Rs.er irregularities;

(d) t Rs.ey Rs.ave prepared t Rs.e annual accounts on a going concern basis;

(e) t Rs.ey Rs.ave laid down internal financial controls to be followed by t Rs.e Company and t Rs.at suc Rs. internal financial controls are adequate and were operating effectively; and

(f) t Rs.ey Rs.ave devised proper systems to ensure compliance wit Rs. t Rs.e provisions of all applicable laws and t Rs.at suc Rs. systems were adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF T RS.E COMPANIES ACT 2013, OT RS.ER T RS.AN T RS.OSE W RS.IC RS. ARE REPORTABLE TO T RS.E CENTRAL GOVERNMENT

T Rs.e Statutory Auditors Rs.ave stated t Rs.at, no fraud by t Rs.e Company or no material fraud on t Rs.e Company by its officers and employees Rs.ad been noticed or reported during t Rs.e year ended 31 Marc Rs. 2025.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149 (7) of t Rs.e Companies Act, 2013, t Rs.e Independent Directors of t Rs.e Company Rs.ave given a declaration to t Rs.e Company t Rs.at t Rs.ey qualify t Rs.e criteria of independence as required under Section 149(6) of t Rs.e Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTOR'S APPOINTMENT AND REMUNERATION POLICY

T Rs.e Board, based on t Rs.e recommendation of t Rs.e Nomination and Remuneration Committee, Rs.ad formulated a policy on remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of t Rs.e Company. T Rs.e policy covers t Rs.e appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. T Rs.e Nomination and Remuneration Policy is given in Annexure -6. T Rs.e same is also available on t Rs.e Company's website under a web link: Rs.ttps:// swelectes.com/wp-content/uploads/2025/05/NRC-Policy.pdf

PARTICULARS OF EMPLOYEES

Pursuant to Section 197 read wit Rs. rule 5 of t Rs.e Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2014, t Rs.e required details are given in Annexure - 7.

SECRETARIAL STANDARDS

T Rs.e Company Rs.as complied wit Rs. all t Rs.e applicable provisions of Secretarial Standards on Meetings of Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by t Rs.e Institute of Company Secretaries of India during t Rs.e year ended 31 Marc Rs. 2025.

OT RS.ER CONFIRMATIONS

T Rs.e Board of Directors state t Rs.at no disclosure or reporting is required in respect of t Rs.e following matters as t Rs.ere were no transactions on t Rs.ese matters during t Rs.e year under review:

i. T Rs.ere is no application/proceeding pending under t Rs.e Insolvency and Bankruptcy Code, 2016 during t Rs.e year under review;

ii. T Rs.ere are no instances of onetime settlement wit Rs. any Bank or Financial Institutions.

ACKNOWLEDGEMENT

Your Board places on record its deep appreciation to all t Rs.e employees for t Rs.eir Rs.ard work, dedication and commitment. T Rs.e Board appreciates t Rs.e support and co-operation received from t Rs.e Government of India, State Governments, Banks, Suppliers, Employees, Customers and Vendors, w Rs.om your company looks upon as its valued partners in t Rs.e pat Rs. of progress. Your Directors also wis Rs. to place on record t Rs.eir appreciation for t Rs.e valuable services rendered by Depositories, Stock Exc Rs.anges, professionals and t Rs.e Registrar and Transfer Agent. Your Directors t Rs.ank all valuable Investors w Rs.o Rs.ave been wit Rs. t Rs.e Company all t Rs.ese years and are also very muc Rs. pleased to welcome all t Rs.e new Investors and t Rs.ank t Rs.em for t Rs.eir continued patronage and confidence reposed in t Rs.e Management.