Swadha Nature Limited conducted its 34th Annual General Meeting on May 28, 2026, through video conferencing, approving the audited financial statements for the financial year ended March 31, 2026, and a Scheme of Capital Reduction. The meeting, chaired by Managing Director Dipakkumar Shah, also secured shareholder approval for the re-appointment of a director and the appointment of a secretarial auditor. These resolutions determine the company's capital structure and governance framework for the upcoming term.

The proceedings were conducted in compliance with the Companies Act, 2013, and relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India (SEBI). The company utilized the services of National Securities Depository Limited (NSDL) to facilitate remote e-voting and electronic participation during the meeting. Remote e-voting was open from May 25, 2026, to May 27, 2026, allowing members to cast their votes prior to the event.

Resolutions Passed

The business transacted at the meeting included four key resolutions. The ordinary resolutions addressed the adoption of financial statements and the re-appointment of the Managing Director, while special resolutions covered the capital reduction scheme and the appointment of the secretarial auditor.

Voting Results

All four resolutions were passed with the requisite majority. A total of 22,50,134 votes were polled, representing 54.96% of the total outstanding shares. There were no votes cast against any of the resolutions. The detailed voting results were submitted to BSE Limited on May 29, 2026, pursuant to Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meeting Proceedings

Mrs. Rupal Patel, a Practicing Company Secretary, was appointed as the Scrutinizer to oversee the voting process. The statutory reports, including the Notice of the 34th AGM, the Director's Report, and the Audited Financial Statements, were circulated to shareholders via email and hosted on the company's website. The Audit Report for the financial year ended March 31, 2026, contained no qualifications, reservations, or adverse remarks. The voting results were announced within 48 hours of the meeting's conclusion and displayed on the company's website, NSDL, and stock exchanges.

Swadha Nature Limited has submitted its comprehensive 34th Annual Report for the financial year 2025-26 to BSE Limited, providing detailed insights into the company's proposed capital reduction scheme and financial performance.

Annual Report Submission and AGM Schedule

The agriculture-focused company submitted its annual report on April 30, 2026, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The report has been distributed to shareholders and uploaded on the company's website ahead of the 34th Annual General Meeting scheduled for May 28, 2026, at 11:30 A.M. IST through video conferencing.

Financial Performance Overview

The company's financial results for FY 2025-26 reflect ongoing challenges:

The company has experienced a significant decline in revenue from Rs.9.07 lakhs in the previous year to Rs.1.78 lakhs in FY26, while net losses increased substantially from Rs.2.64 lakhs to Rs.13.04 lakhs.

Capital Reduction Scheme Details

The annual report provides extensive details on the proposed capital reduction scheme, which aims to write off accumulated losses against share capital:

The scheme will be implemented proportionately across all shareholders in the ratio of 1:7, meaning shareholders will receive 1 new share for every 7 shares currently held.

Board Composition Changes

Significant changes occurred in the board composition during FY26:

Audit and Compliance Updates

The company has appointed Mrs. Rupal Patel, Practicing Company Secretary, as Secretarial Auditor for a five-year term starting from FY 2025-26:

Business Challenges and Rationale

The annual report outlines the company's operational challenges since FY 2014-15, primarily attributed to:

• Lower turnover levels coupled with high operational expenses
• Limited margins and fluctuating demand in agriculture sector
• Dependency on government policies and climatic conditions
• Subdued market demand and increased competition
• Constrained pricing power affecting revenue generation

Regulatory Compliance

The company has maintained compliance with various regulatory requirements, though the secretarial audit report noted minor observations regarding MSME form filing and promoter shareholding in demat form. The company has addressed these matters and confirmed ongoing compliance efforts.

Future Outlook

The proposed capital reduction scheme, subject to NCLT approval, is expected to provide the company with a cleaner balance sheet and greater flexibility for future fund-raising activities. The scheme aims to better represent the company's financial position and enhance its ability to explore new business opportunities in the agriculture sector.

The comprehensive annual report demonstrates the company's commitment to transparency and regulatory compliance while addressing the financial restructuring necessary for sustainable operations.

Source: Company/INE0P4R01017/9363e586-7365-411b-ae6e-ab174b394741.pdf