Directors Report of Swastika Investmart Ltd.

Mar 31, 2025

Your Directors are pleased to present the 33^rd Annual Report on the business and operations of Swastika Investmart Limited along with Standalone and Consolidated Audited Financial Statements of Company for the financial year ended March 31, 2025.

1. State of Affairs and Financial Performance

1.1 Financial Highlights and Summary of Standalone and Consolidated Financial Statements

The Standalone and Consolidated financial statements of the Company for the financial year ended March 31, 2025, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

The performance highlights and summarized financial results of the Company are given below:

			(Amount in Lakhs except EPS)
Particulars	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	31st March	31st March	31st March	31st March
	2025	2024	2025	2024
Total Income	13536.34	11146.43	14074.03	11472.73
Total Expenditure	10593.58	9511.90	11429.66	9801.18
Profit/(Loss) before exceptional and extraordinary items & tax	2942.76	1634.53	2644.37	1671.55
Exceptional & Extraordinary Item	0.00	0.00	0.00	0.00
Profit/(Loss) before tax	2942.76	1634.53	2644.37	1671.55
Less : Provision for Tax Current Tax of current year	737.03	441.22	741.30	461.52
Deferred Tax	(7.18)	(18.14)	(86.12)	(18.47)
Profit/(Loss) after tax	2212.91	1211.45	1989.19	1228.50
Other comprehensive Income (Net of Tax)	156.48	234.30	156.48	234.30
Total Comprehensive Income	2369.39	1445.75	2145.67	1462.80
Paid up Equity Share Capital	346.27	295.97	346.27	295.97
Earnings per share (? 2/- each) Basic (in ?)	14.81	8.19	13.31	8.30
Diluted (in ?)	9.65	8.19	8.67	8.30

1.2 Operational and State of Company''s Affairs

• On a Standalone basis, your company has recorded revenue from operation of '' 13522.11 Lakhs for the financial year ended 31^st March 2025 as against '' 11092.23 Lakhs in the previous year, reflecting an increase of 21.91%.

• The company reported standalone net profit after tax before other comprehensive income of '' 2212.91 Lakhs as against previous year in which Company posted net profit before other comprehensive income of '' 1211.45 Lakhs, reflecting the increase of 82.67%.

• On a Consolidated basis, your company has recorded revenue from operation of '' 14058.47 Lakhs for the financial year ended 31^st March 2025 as against '' 11417.38 Lakhs in the previous year, recording an increase of 23.13 %.

• Your company reported consolidated net profit after tax before other comprehensive income of '' 1989.19 Lakhs as against previous year in which Company posted net profit before other comprehensive income of '' 1228.50 Lakhs, reflecting the increase of 61.92%. The consolidated financials reflect the cumulative performances of Swastika Investmart Limited along with its wholly owned subsidiaries companies. Detailed description about the business carried out is contained in the Management Discussion and Analysis report.

1.3 Future Outlook

With a strong balance sheet, a diverse portfolio of products and services, and a committed team of professionals, we are entering a new phase of growth and expansion. In FY 2025-26, our key priority will be to strengthen our capabilities across the entire value chain, introducing innovative products and services that expand revenue streams and enhance margins. By cultivating strategic partnerships, embracing technological advancements, and upholding our commitment to excellence, we are well-positioned to overcome challenges and capture new growth opportunities.

Our strategy to diversify income sources is already yielding positive results. The Merchant Banking division has successfully launched eight SME IPOs, demonstrating our market acumen and execution strength. Beyond IPOs, we are dedicated to supporting Small and Medium Enterprises (SMEs) by offering strategic guidance, capital solutions, and comprehensive advisory services, including pre-IPO placements, equity transactions and, valuations etc. Furthermore, our robust pipeline of potential IPOs at various stages of development underscores our strong market presence and ability to capitalize on emerging opportunities.

Looking ahead, Swastika envisions establishing itself as a leading Wealth Management Company, a vision celebrated at our Business Summit-"Wealth ka Mahakumbh." We are focused on broadening our business scope by diversifying operations and consolidating offerings to enhance customer support and satisfaction. Guided by our core values of integrity, innovation, and client-centricity, we continuously expand our product portfolio, empowering clients to invest, save, and manage their finances with user-friendly and advanced financial solutions. Our strategic investments in talent, infrastructure, and technology ensure our agility in adapting to market dynamics, fostering sustainable growth and longterm value for clients and stakeholders.

1.4 Change in Registered Office of the Company

During the year under review, with the approval of Board of Directors in their meeting held on 22nd October, 2024, registered office of the Company has been shifted within same city from Flat No. 18, 2nd Floor, North Wing, Madhaveshwar Co-Op. Hsg. Society Ltd., Madhav Nagar, 11/12, S.V. Road, Andheri (W), Mumbai, M.H. - 400058 to "Office No. 104, 1st Floor, KESHAVA Commercial Building, Plot No. C-5, "E" Block, Bandra Kurla Complex, Opp GST Bhavan, Bandra (East), Mumbai - 400051" w.e.f. 1st November, 2024.

2. Annual Return

Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the requirement to place copy of Annual Return for Financial year 2024-25 is applicable to the Company and the same is available on the website of the Company i.e.

https://cdn.prod.website-files.com/64b51ae831e2d786aa8442e5/682463408450cdc6d873de87 Draft%20Annual%20Return 2024-25.pdf

3. Capital Structure

Split/Sub-division of Equity Shares

During the Financial Year, the shareholders by means of Postal Ballot through electronic means, on 5th September, 2024, approved sub-division of Company''s one (1) equity share of face value of '' 10/- each into five (5) equity shares of face value of '' 2/- each and consequent amendment in the existing Capital Clause V of the Memorandum of Association (MOA) of the Company.

Accordingly, the capital structure of your Company post sub-division/ split of equity shares as on 25th September, 2024 are as follows:

Type of Capital	No. of equity shares	Face Value of ''	Total Share Capital (in Lakhs)
Authorised Share Capital	30000000	2	600.00
Issued, Subscribed and Paid-up Share Capital	14798500	2	295.97
(as on 25th September, 2024)

After the requisite approvals of the Stock Exchange (i.e. BSE) and Depositories (i.e. NSDL and CDSL), new ISIN i.e., INE691C01022 has been allotted to the Company. The effect of the change in face value of the share was reflected on the share price at the Stock Exchange where Company is listed (BSE) with effect from 25th September 2024 (i.e. Record Date).

Conversion of warrants into equity shares

During the financial year 2023-24, The Company has allotted 10,60,000 share warrants on 20^th December 2023 on Preferential Basis to promoters and non-promoter entity at a Price of '' 311/- per warrant (including premium of ?301/- per warrant).

Further during the financial year 2024-25, the Preferential Allotment Committee in its meeting held on 12^th March 2025, has approved allotment of 25,15,000 equity shares of the company of '' 2 each upon conversion of 5,03,000 share warrants (Out of total 10,60,000) as option exercised

by warrant holders on receipt of the remaining 75% of the consideration amount of '' 1173.24 Lakhs (Rupees Eleven Crores Seventy Three Lakhs Twenty Four Thousand Seven Hundred Fifty only) with request for conversion of the said 5,03,000 Share Warrants into 25,15,000 Equity Shares of '' 2/- each fully paid up (after considering the impact of Split).

Trading approval for aforesaid allotted 25,15,000 equity shares received from BSE Limited on Friday, April 25^th 2025, effective from Monday, April 28^th, 2025.

Accordingly, post allotment of equity shares upon conversion of warrants, the capital structure of your Company as on 31^st March, 2025 is as follows:

Type of Capital	No. of equity shares	Face Value of ''	Total Share Capital (in Lakhs)
Authorised Share Capital	30000000	2	600.00
Issued, Subscribed and Paid-up Share Capital	17313500	2	346.27

Further, as on 31^st March, 2025, there will be 5,57,000 outstanding share warrants that are pending for conversion into equity shares of the Company, within 18 months from the date of allotment i.e. 20^th December, 2023.

Statement of Deviation or Variation

During the financial year ended 31^st March, 2025, the Company has received fund of '' 1173.24 Lakhs (Rupees Eleven Crores Seventy Three Lakhs Twenty Four Thousand Seven Hundred Fifty only) upon conversion of the said 5,03,000 Share Warrants into 25,15,000 Equity Shares of '' 2/- each fully paid up (after considering the impact of Split) which was fully utilized by the company for the objectives or purposes for which the funds have been raised i.e. to Meet the Incremental Working Capital Requirement and General Corporate Purpose.

Further, during the year under review, the company has not issued any shares with differential voting rights nor granted any stock option or sweat equity shares.

Further, as on 31^st March 2025, except Mr. Parth Nyati, CEO & Whole Time Director and Mrs. Anita Nyati, Whole Time Director of the Company none of the Directors of the company hold instruments convertible into equity shares of the Company.

4. Number of Meetings of the Board, its Committees & AGM/ Postal Ballot

The Board met 5 (five) times during the FY 2024-25, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Information on the Audit Committee, Nomination and Remuneration Committee ("NRC"), Stakeholders Relationship Committee, Financial Committee and Preferential Allotment Committee and meetings of those Committees held during the year is given in the Corporate Governance Report.

Further, 32^nd Annual General Meeting of the Company for financial year 2023-24 was held on 9^th July, 2024.

During the financial year 2024-25, Company has passed resolution through postal ballot on 5^th September, 2024.

5. Dividend

The Board are pleased to recommend a dividend @ 30.00% for the year ended 31^st March, 2025, i.e. '' 0.60 per equity share of '' 2 each fully paid up, subject to approval of the members in ensuing 33^rd Annual General Meeting.

Amount transferred to Investor Education and Protection Fund

Pursuant to the applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (Rules) as amended, all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven years from the date of transfer to Unpaid Dividend Account of the Company. Hence, during the Financial Year 2024-25 unpaid/unclaimed dividends of '' 0.78 Lakhs relating to financial year ended 2016-17 were transferred to the Investor Education and Protection Fund.

Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to IEPF Authority. Accordingly, during the financial year 2024-25, the Company has transferred 11,275 equity shares of '' 2 each related to dividend declared for financial year 2016-17 to account of IEPF Authority.

Details of Nodal Officer

The Company has appointed Mrs. Shikha Agrawal, Company Secretary and Compliance Officer as the Nodal Officer for the purpose of coordination with Investor Education and Protection Fund Authority. Details of the Nodal Officer are available on the website of the Company at

https://cdn.prod.website-files.com/64b51ae831e2d786aa8442e5/64ba14f5b629e0afc9cdbdf2 Details%20of%20Nodal%20Officer%20under%20Rule%207.pdf

6. Amounts transferred to reserves

During the year under review, your Company has transferred '' 500.00 lakhs to General Reserves out of the Profits available for appropriation.

7. Deposits

Your Company has neither invited nor accepted any deposits from public within the meaning of Sections 73 and 76 of the Companies Act, 2013 (''Act'') read with Companies (Acceptance of Deposits) Rules, 2014 during the financial year ended March 31, 2025. Therefore, the details in terms of Rule 8(5)(v) and 8(5)(vi) of Companies (Accounts) Rules, 2014 are not required to be provided.

Disclosure of unsecured loan from Directors

Pursuant to Section 2(31) of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force), the Company had not received any unsecured loan from directors during the financial year 2024-25.

8. Subsidiary Companies, Joint Ventures or Associate Companies

As on 31^st March 2025, the Company has four wholly owned subsidiaries i.e.:

1. Swastika Fin-Mart Private Limited

2. Swastika Insurance Broking Services Limited,

3. Swastika Investmart (IFSC) Private Limited, and

4. Avisa Wealth Manager Private Limited.

There are no associate companies or joint venture Companies within the meaning of Companies Act, 2013. Further during the financial year 2024-25, a wholly owned subsidiary viz Avisa Wealth Manager Private Limited was incorporated on 27th November, 2024 with Registrar of Companies, Madhya Pradesh except this there are no companies that have become or ceased to be the subsidiary, associate or joint venture of the Company during the financial year 2024-25.

During the financial year, your Board of Directors had reviewed the affairs of the subsidiaries. The consolidated financial statements of your Company are prepared in accordance with Section 129(3) of the Companies Act, 2013; and forms part of this Annual Report.

A separate statement containing salient features of the Financial Statements of all the Subsidiaries in accordance with Section 129(3) of the Companies Act, 2013 and the rules made there under in the prescribed Form AOC-1 are annexed to this Report as Annexure-A and hence is not repeated here for sake of brevity. There has been no material change in the nature of the business of the subsidiary company.

In accordance with fourth proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements of the Company for the financial year ended 31^st March, 2025, along with relevant documents, has been placed on the website of the Company at www.swastika.co.in. Further, audited financial statements together with related information of each of the subsidiary companies have also been placed on the website of the Company at www.swastika.co.in.

In terms of Section 136 of the Companies Act, 2013 (''the Act''), financial statements of the subsidiary companies are not required to be sent to the members of the Company. The Company shall provide a copy of the annual accounts of its subsidiary companies to the members of the Company on their request. The annual accounts of its subsidiary companies will also be kept open for inspection at the registered office of the Company during business hours.

Pursuant to the requirements of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the details of Loans/ Advances made to and investments made in the subsidiaries have been furnished in Notes forming part of the Accounts.

Material Subsidiary

As at 31st March, 2025, Swastika Fin-mart Private Limited is material wholly owned subsidiary of the Company as per the thresholds laid down under the Regulation 16 of SEBI Listing Regulations. The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the SEBI Listing Regulations as amended from time to time. The Policy has been uploaded on the Company''s

website at httos://cdn.orod.website-files.com/64b51ae831e2d786aa8442e5/680b7138ca93802085c429bd Policv%20for%20determining%20Material%20Subsidiarv Swastika%2020.01.2025.odf

9. Consolidated Financial Statements

The consolidated financial statements of the Company for the year ended 31^st March 2025, have been prepared in accordance with the Indian Accounting Standards (IND AS) 110 - "Consolidated Financial Statements" as notified by Ministry of Corporate Affairs and as per the general instructions for preparation of consolidated financial statements given in Schedule III and other applicable provisions of the Act, and in compliance with the SEBI Listing Regulations.

The financial statements of the subsidiaries and the related detailed information will be made available to the shareholders of the Company seeking such information. The Audited Consolidated Financial Statements along with the Auditors'' Report thereon forms part of the Annual Report.

10. Details of Directors and Key Managerial Personnel

The Company has a professional Board with an optimum combination of executive and non-executive directors who bring to the table the right mix of knowledge, skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of stakeholders. The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations.

• Change in Directors

The Board of Directors had, based on the recommendation of the Nomination and Remuneration Committee, at their meeting held on 6^th June, 2024 appointed Mr. Parth Nyati (DIN: 02583324) as an additional director as well as Whole Time Director (''Key Managerial Personnel'') effective from 6^th June, 2024, to hold office fora term of three consecutive years, which was subsequently approved by the members at the 32^nd Annual General Meeting of your Company held on 9^th July, 2024.

The Board of Directors had, based on the recommendation of the Nomination and Remuneration Committee, at their meeting held on 6^th June, 2024 appointed Mr. Gyan Chand Jain (DIN: 05124184) as an "Non Executive Independent Director" effective from 6th June, 2024, to hold office for a term of five consecutive years, which was subsequently approved by the members at the 32^nd Annual General Meeting of your Company held on 9th July, 2024.

Further, second and final term of Mr. Sunil Chordia (DIN: 00144786) has been completed from the close of business hours on 11^th August, 2024, consequently he ceased/retired from Directorship of the Company as well as from all the Committees positions. Your Board places on record his deep appreciation of the valuable contribution made by him during his tenure as Independent Director of the Company.

• Directors liable to retire by rotation seeking re-appointment

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Parth Nyati, CEO & Whole Time Director, (DIN: 02583324) retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment. However, his term is fixed and shall not break due to this retirement. Your Directors have recommended his appointment for approval of the shareholders, in the ensuing Annual General Meeting of your Company.

• Key Managerial Personnel

As on 31^st March, 2025, the following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time:

1. Mr. Sunil Nyati (DIN : 00015963), Chairman & Managing Director;

2. Mrs. Anita Nyati (DIN : 01454595), Whole Time Director;

3. Mr. Parth Nyati (DIN : 02583324), CEO & Whole Time Director;

4. Mr. Mahendra Kumar Sharma, Chief Financial Officer;

5. Ms. Shikha Agrawal, Company Secretary and Compliance officer

• Change in the Key Managerial Personnel

During the financial year, Board of Directors on recommendation of Nomination and Remuneration Committee, in their Meeting held on 3rd May, 2024, considered re-appointment of Mr. Sunil Nyati as Managing Director of the Company for term of three years w.e.f. 15^th June 2024 to 14^th June, 2027 and Mrs. Anita Nyati as Whole-time Director of the Company for term of three years w.e.f 1st June, 2024 till 31^st May, 2027 which has been subsequently approved by members in 32^nd Annual General Meeting held on 9^th July, 2024.

Further, the Board of Directors had, based on the recommendation of the Nomination and Remuneration Committee, at their meeting held on 6^th June, 2024 appointed Mr. Parth Nyati (DIN: 02583324) as an "Whole Time Director" (''Key Managerial Personnel'') effective from 6th June, 2024, to hold office for a term of three consecutive years, which was subsequently approved by the members at the 32^nd Annual General Meeting of your Company held on 9th July, 2024.

Furthermore, on recommendation of Nomination and remuneration Committee, Board of Directors of the Company in their meeting held on 20th January, 2025 subject to approval of shareholders in ensuing 33^rd AGM, designated Mr. Parth Nyati, Whole-Time Director of the Company, as the Chief Executive Officer (CEO) of the Company with effect from 1^st February, 2025, and he will continue to hold the position of Whole Time Director till 05^th June, 2027.

• Disqualifications of directors

During the year under review, declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act,

2013. Board appraised the same and found that none of the director is disqualified for holding office as director.

11. Declaration by Independent Director

The Independent Directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations as amended from time to time. Further, In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,

2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar ("IICA"). The Independent Directors are also required to undertake online proficiency selfassessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

All the Independent Directors of the Company are exempt from the requirement to undertake online proficiency self-assessment test except Mr. Anshul Agrawal (DIN: 08058452) who will undertake required online proficiency self-assessment test within stipulated time period.

12. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to the best of their knowledge, belief, ability and explanations obtained by them, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. the Directors has 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 year;

iii. the Directors has 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 has prepared the annual accounts on a going concern basis;

v. the Directors has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

vi. the Directors has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external agencies, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2024-25.

13. Familiarization Programmes imparted to Independent Directors

Your Company has familiarized the Independent Directors with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc. The Familiarization Programme was imparted to the Independent Directors during the meetings of the Board of Directors.

The Familiarization Programme for Independent Directors is uploaded on the website of your Company, and is accessible at: https://cdn.prod.website-files.com/64b51ae831e2d786aa8442e5/6805d6bbbba08b1c17666d55 Familianzation%20Programme%20for%20Independent%20Directors%202024-25.pdf

14. Meeting of Independent Directors

The Independent Directors met once during the year as on 20th January, 2025. The Meeting was conducted in an informal manner without the presence of the Chairman, the Whole Time Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer.

15. Committees of the Board of Directors

The Board is assisted by several committees, whose delegated authority enhances role clarity and the effective execution of responsibilities through out our business. These committees are tasked with governance issues and provide periodic reports to the Board on their activities. Each committe evaluates its effectiveness by reviewing its activities against approved terms of reference in alignment with delegated powers and authority.

The Details of Committees of the Board are given below:-

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

(iv) Finance Committee

(v) Preferential Allotment Committee

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Report.

16. Statement indicating the manner in which formal annual evaluation of the performance of the Board, its Committees and of individual directors has been made

Pursuant to Section 134(3)(p) of the Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors have carried out an annual performance evaluation of its own performance, its Committees, the Directors individually including Independent Directors (where in the concerned Director being evaluated did not participate) based on the criteria and framework adopted by the Board. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company. The Board approved the evaluation results as collated by Nomination and Remuneration Committee ("NRC").

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. The Board considered and discussed the inputs received from the Directors. Also, the Independent Directors at their meeting held on 20th January, 2025 reviewed the following:

• Performance of Non-Independent Directors and the Board and the Committee as a whole

• Performance of the Chairperson of the Company, taken into account the views of executive directors and non-executive directors.

• Assessed the quality, quantity and timeliness of flow of information between the Company''s management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors has also expressed their satisfaction with overall functioning and implementations of their suggestions.

Performance evaluation criteria for Independent Directors

The performance evaluation criteria for independent directors are determined by the Nomination and RemunerationCommittee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgments.

Statement with regard to integrity, expertise and experience of the Independent Director appointed during the year

During the year under review, the Board has appointed Mr. Gyan Chand Jain (DIN: 05124184) as an Independent Director in the Company. Further, in the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in Corporate Governance Report.

17. Particulars of Loan, Guarantees and Investments u/s 186

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the SEBI Listing Regulations disclosure on particulars relating to Investment are stated in Note No. 6 of standalone financial statement. Details of loans given by the Company are stated in Note No. 5 of standalone financial statement. Loans, guarantees and investments are within the limit of Section 186 of the Companies Act, 2013. Loans and investments were made for the purpose of maximum optimum return. Loan given to only wholly owned subsidiaries were used for its principle business activities only.

18. Particulars of contracts or arrangements with related parties

Your Company has formulated a policy on materiality of related party transactions and on dealing with Related Party Transactions (''RPT Policy''). The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. The updated Policy is available on the website of your Company at

https://cdn.prod.website-files.com/64b51ae831e2d786aa8442e5/6802049133e3aecbeae89de7 related%20partv%20policv Swastika 20.01.2025.pdf.

The Board of Directors of your Company has approved the criteria to grant omnibus approval by the Audit Committee within the overall framework of the RPT Policy on related party transactions. All members of the Audit Committee are Independent Non-Executive Directors. All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions which are of a repetitive nature and/or entered in the ordinary course of business and are at arm''s length basis.

All Related Party Transactions entered during the year 2024-25 were in Ordinary Course of the Business and at Arm''s Length basis. The Company has not entered into any Material Related Party Transactions during the financial year. Further the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) Companies (Accounts) Rules, 2014, in Form AOC-2 is set out as Annexure-B and form part of this report.

Details of related party transactions entered into by the Company, in terms of IND AS-24 have been disclosed in the notes to the standalone/ consolidated financial statements forming part of this Report and Annual Accounts 2024-25.

19. Conservation of Energy, TechnologyAbsorption, Foreign exchange earnings and outgo

Information on Conservation of energy as prescribed under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is not applicable to the present activities of your Company.

(A) Conservation of Energy:

(i) The steps taken or impact on conservation of energy:

The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

(ii) The steps taken by the company for utilizing alternate sources of energy:

The Company has used alternate source of energy, whenever and to the extent possible

(iii) The capital investment on energy conservation equipments: Nil

(B) Technology Absorption:

(i) The efforts made towards technology absorption: Technology is a driving force at Swastika. We leverage technology at every level to drive change across the organization. Whether it is to improve the customer''s account opening experience, or their ability to choose the right investment strategies, or to ease the life of our internal employees and departments, we use technology to continuously improve our processes to achieve these goals.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year):

The Company has neither purchased within India nor imported any technology.

(iv) The expenditure incurred on Research and Development:

The Company has not incurred any expenditure on Research and Development during the year under review.

(C) Foreign Exchange Earnings and outgo:

During the year, there was neither inflow nor outflow of foreign exchange.

20. Statement in respect of adequacy of Internal Financial Control with reference to the Financial Statements

Internal Financial Controls laid down by the Company is a systematic set of controls and procedures to ensure orderly and efficient conduct of its business including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. Internal financial controls not only require the system to be designed effectively but also to be tested for operating effectiveness periodically. The Board is of the opinion that internal financial controls with reference to the financial statements were tested and reported adequate and operating effectively. The internal financial controls are commensurate with the size, scale and complexity of operations.

21. Corporate Social Responsibility (CSR)

The Company recognizes the responsibilities towards society and strongly intends to contribute towards development of knowledge based economy.

Pursuant to provisions of Section 135(9) of the Companies Act 2013, where the amount to be spent by a company under sub-section (5) of Section 135 does not exceed '' 50 lakhs (Indian Rupees Fifty Lakhs), the requirement under sub-section (1) of Section 135 of the Companies Act 2013, constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company. At present company is not required to constitute any CSR committee as amount to be spent in CSR is less than '' 50 Lakhs.

The Company''s CSR Policy is available on the Company''s web-link:

https://cdn.prod.website-files.com/64b51ae831e2d786aa8442e5/655f3a3229b683cdbe4d58fa Policv%20On%20Corporate%20Social%20Responsibilities.pdf.

The Company has focused on social cause and implementation of its Corporate Social Responsibility as per Schedule VII of the Companies Act, 2013.

During the financial year ended 31st March, 2025; the Company has spent '' 31.59 Lakhs on CSR activity.

Further, detailed information report on the CSR policy and the CSR initiatives taken during financial year 2024-25 is given in Annexure-C.

22. Remuneration Policy / Disclosure relating to remuneration of Directors, Key Managerial Personnel and particulars of Employees

In accordance with the provision of Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued

there under and the SEBI Listing Regulations, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company''s website at

https://cdn.prod.website-files.com/64b51ae831e2d786aa8442e5/64ba0c8b710dc8828f11974e Nomination%20And%20Remuneration%20Policy.pdf

The Board of Directors affirms that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company.

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date is annexed as Annexure-D and forms an integral part of the Board Report.

None of the employee of the company is drawing more than '' 102.00 Lakhs per annum or ?8.50 Lakhs per month for the part of the year, during the year under review. Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, will be made available to any member on request, as per provisions of Section 136(1) of the Act. Pursuant to Section 197(14) of the Companies Act, 2013 neither the Managing Director nor Whole Time Director of the Company received any remuneration or commission from any of its subsidiaries.

23. Report on Corporate Governance & Management Discussion Analysis

Your Company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated under the provisions of the SEBI Listing Regulations. A detailed Report on Corporate Governance forms part of this Annual Report. A certificate of Practicing Company Secretary L.N. Joshi and Co., confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

A detailed analysis of the Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

24. Disclosure on establishment of Vigil Mechanism/Whistle Blower Policy

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations to report. No Person has been denied access to the Audit Committee. The details of establishment of the reporting mechanism are disclosed on the website of the Company at the web-link:-

https://cdn.prod.website-files.com/64b51ae831e2d786aa8442e5/6620e525cf6246ae39f0fda0 Vigil%20Mechanism.pdf

25. Secretarial Auditors and Secretarial Audit Report

Secretarial Auditors

Pursuant to Section 204 of the Act and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed L.N. Joshi & Co., Practicing Company Secretaries (PCS Registration No. 4216) as the Secretarial Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

Further, In terms of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors appointed L. N. Joshi & Co.,Practicing Company Secretaries (PCS Registration No. 4216) as the Secretarial Auditors of your Company subject to approval of members in ensuing 33^rd Annual General Meeting ("AGM") for the period of five consecutive financial year starting from 2025-26 to 2029-2030 at such remuneration as shall be fixed by the Board/Committee. Your Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditors have confirmed that they are not disqualified to be appointed as the Secretarial Auditors of your Company for the audit of five consecutive financial year i.e. from 2025-26 to 2029-30.

Secretarial Audit Report

As required under provisions of Section 204 of the Act, the Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as Annexure-E and forms an integral part of this Report. There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit report except the following with Board Explanation:

Secretarial Auditor Observations

Management comments

The Company has paid monetary penalty of '' 23.33 Lakhs to the Stock Exchanges, and Depositories for certain delays and errors in regulatory reporting. These issues include matters such as incorrect and short allocation reporting of clients collateral, incorrect segregation reporting, observation in regulatory inspections and other similar requirements as prescribed under various circulars and Standard Operating Procedures (SOPs) issued by the Securities and Exchange Board of India (SEBI), Depositories, and Exchanges.

During the financial year, the Stock Exchanges and, Depositories observed some operational and technical issues. These issues include matters such as incorrect and short allocation reporting of clients collateral, incorrect segregation reporting, observation in regulatory inspections, E-KYC process related issue and other similar requirements etc. Consequently, monetary penalties were levied as part of their routine regulatory action. These penalties were duly paid by the Company and have no significant impact on its financial or operational performance.

26. Secretarial Audit of Material Unlisted Subsidiary Company

Swastika Fin-mart Private Limited, a material wholly owned subsidiary of the Company undertakes Secretarial Audit under Section 204 of the Companies Act, 2013. The Secretarial Audit of Swastika Fin-Mart Private Limited for the Financial Year 2024-25 was carried out pursuant to Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI Listing Regulations. The Secretarial Audit Report of Swastika Fin-mart Private Limited submitted by L.N. Joshi & Co., Practicing Company Secretaries is annexed as Annexure-F and forms an integral part of this Report.

27. Annual Secretarial Compliance Report

The Company has appointed L.N. Joshi & Co., Practicing Company Secretaries to undertaken an audit for the financial year 2024-25 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued there under. Pursuant to provision of Regulation 24A, the Annual Secretarial Compliance Report for the financial year 2024-25 will be submitted to the stock exchange within prescribed time.

28. Statutory Auditors

Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder, the members at their 31^st Annual General Meeting (AGM) of your Company held on 12^th September, 2023, approved the appointment of Fadnis & Gupte LLP, Chartered Accountants, Indore (Firm Registration No. 006600C/C400324) as the Statutory Auditors of your Company, for a term of five consecutive years from the conclusion of 31^st Annual General Meeting up to the conclusion of the 36^th Annual General Meeting (AGM to be held for financial year 2027-28).

Explanation to Auditor''s Remarks

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Further, there was no fraud in the Company, which was required to report by Statutory Auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013.

29. Internal Auditors

The Board of Directors has appointed Anshul K Jain & Associates, Chartered Accountant, as Internal Auditors to conduct the internal audit of the various areas of operations and records of the Company. The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Company''s risk management policies and systems.

30. Cost Audit

Your Company does not falls within the provisions of Section 148 of Companies Act, 2013 read with the Companies (Cost Records & Audit) Rules, 2014 as amended from time to time, therefore no such record are required to be maintained.

31. CEO/CFO Certification

The CEO & CFO of your Company have issued necessary certificate pursuant to the provisions of Regulation 17(8) of the SEBI Listing Regulations and the same forms part of this Annual Report.

32. Code of Conduct

The Board of Directors has laid Code of Conduct ("the Code") for the Board members and Senior Management Personnel of your Company. The code of conduct is available on the website of the Company at

https://cdn.prod.website-files.com/64b51ae831e2d786aa8442e5/681ca2dcaa86757076455eb3 Code⁰/o20of⁰/o20Conduct⁰/o20for⁰/o20BOD⁰/o20⁰/o26°/o20KMP Swastika 20.01.2025.pdf All Board members and senior management personnel have confirmed compliance with the Code. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

33. Statement indicating development & implementation of Risk Management Policy

The Board of Directors has adopted a risk management policy to develop and implement risk management procedure/plan including therein of elements of risks, if any which in the opinion of the Board may threaten the existence of the Company.

34. Material changes & commitments, if any affecting the financial position of the Company

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this Board''s Report.

35. Environment and Safety

The Company is engaged in the industry of providing services and not in manufacturing activities, hence it is a non-pollutant Company, however it has a deep concern for the protection and sustainability of environment owing to which it intends to be actively involved in activities for protection of environment. The Company emphasizes on reducing dependence on paper communications and encourages use of electronic means of communication which serves towards environmental protection and sustainable growth.

36. Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Company has framed and implemented a Policy on Sexual Harassment of Women at Workplace aiming at prevention of harassment of employees which lays down the guidelines for identification, reporting and prevention of undesired behavior. An Internal Committees (IC) was duly constituted in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Further regular employee awareness sessions are conducted to generate awareness about the policy, reporting mechanism and prevention of sexual harassment at the workplace. During the year, the committee has not received any complaint pertaining to sexual harassment.

37. Listing of Shares

The shares of the Company are listed on BSE Limited, and the Company is regular in payment of the listing fees. There was no suspension of trading during the year under review.

38. Insurance

The Company''s assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time. The Company has also taken insurance cover for any claims/losses arising out of its core business of stock broking.

39. Compliance of Secretarial Standard

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India as amended from time to time and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

40. Depository System

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail the facility of Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid.

41. Designated person for the purpose of declaration of beneficial interest in the shares of the Company:

Pursuant to provision of Rule 9(4) of Companies (Management and Administration) Rules, 2014 as amended by MCA vide Notification dated 27^th October, 2023, every Company required to designate a person who shall be responsible for furnishing, and extending co-operation for providing, information to the Registrar or any other authorized officer with respect to beneficial interest in shares of the company. Accordingly, the Company has appointed Mrs. Shikha Agrawal (ACS: 36520), Company Secretary of the Company, as Designated Person for the purpose of declaration of beneficial interest in the shares of the Company.

42. Other Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:> No Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operation in future.

> Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

> There has been no change in the nature of business of your Company. However during the financial year Company has altered its main object clause related to Portfolio Management Services.

> The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI Listing Regulations, is not applicable to your Company for the financial year ending March 31, 2025.

> No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.

> There was no one time settlement of loan obtained from the Banks or Financial Institutions.

> There was no revision of financial statements and Board''s Report of the Company during the year under review.

43. Acknowledgment and Appreciation

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Company''s Bankers, Stock Exchanges, Regulatory Bodies, Stakeholders and other business associates who have extended their valuable sustained support and encouragement during the year under review.

The Board of Directors also places on record its sincere appreciation for the commitment and hard work put in by the Management and the employees of the Company, and thanks them for yet an excellent year of performance.

---

Mar 31, 2024

Your Directors are pleased to present the 32^nd Annual Report on the business and operations of Swastika Investmart Limited along with Standalone and Consolidated Audited Financial Statements of Company for the financial year ended March 31, 2024.

1. State of Affairs and Financial Performance:

1.1 Financial Highlights and Summary of Standalone and Consolidated Financial Statements

The Standalone and Consolidated financial statements of the Company for the financial year ended March 31, 2024, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

The performance highlights and summarized financial results of the Company are given below:

(Amount in Lakhs except EPS)

Particulars	Standalone		Consolidated
	Year ended 31st March 2024	Year ended 31st March 2023	Year ended 31st March 2024	Year ended 31st March 2023
Total Income	11146.43	8569.64	11472.73	8860.59
Total Expenditure	9511.90	7771.02	9801.18	8024.45
Profit/(Loss) before exceptional and extraordinary items & tax	1634.53	798.62	1671.55	836.14
Exceptional & Extraordinary Item	0.00	0.00	0.00	0.00
Profit/(Loss) before tax Less : Provision for Tax	1634.53	798.62	1671.55	836.14
Current Tax of current year	441.22	204.91	461.52	221.41
Deferred Tax	(18.14)	(0.15)	(18.47)	(0.05)
Profit/(Loss) after tax	1211.45	593.86	1228.50	614.78
Other comprehensive Income (Net of Tax)	234.30	(8.36)	234.30	(8.36)
Total Comprehensive Income	1445.75	585.50	1462.80	606.42
Paid up Equity Share Capital	295.97	295.97	295.97	295.97
Earnings per share (? 10/- each) Basic & Diluted (in ?)	40.93	20.06	41.51	20.77

1.2 Operational and State of Company''s Affairs

• On a standalone basis, your company has recorded revenue from operation of '' 11092.23 Lakhs for the financial year ended 31st March 2024 as against'' 8546.11 Lakhs in the previous year, reflecting an increase of 29.79%.

• The company reported standalone net profit after tax before other comprehensive income of '' 1211.45 lakhs as against previous year in which Company posted net profit before other comprehensive income of '' 593.86 Lakhs, reflecting the increase of 103.99%.

• On a consolidated basis, your company has recorded revenue from operation of '' 11417.38 Lakhs for the financial year ended 31st March 2024 as against'' 8833.53 Lakhs in the previous year, recording an increase of 29.25%.

• Your company reported consolidated net profit before other comprehensive income of '' 1228.50 lakhs as against previous year in which Company posted net profit before other comprehensive income of '' 614.78 Lakhs, reflecting the increase of 99.83%. The consolidated financials reflect the cumulative performances of Swastika Investmart Limited along with its wholly owned subsidiaries companies. Detailed description about the business carried out is contained in the Management Discussion and Analysis report.

1.3 Future Outlook

Bolstered by a strong balance sheet, an expansive portfolio of diverse products and services, and an exceptional team of passionate professionals, we are excited to embark on a new phase of growth and expansion. In FY 2024-25, our key focus areas will be to strengthen our capabilities across the entire value chain of the business, as we introduce more products and service offerings, leading to expanding revenue streams and better margins. Through strategic partnerships, technological advancements, and a persistent pursuit of excellence, the Company is poised to emerge stronger from the challenges and capitalize on new growth opportunities in the future.

Further, our strategy to diversify our business model towards more sources of annual income is showing definite results. Our Investment Banking division has launched 4 SME IPOs, all of which have been listed successfully. Furthermore, we have a promising pipeline with a large number of potential IPOs in various stages of development, indicative of our strong market position and ability to identify and capitalize on opportunities.

2. Annual Return

Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the requirement to place copy of Annual Return for Financial year 2023-24 is applicable to the Company and the same is available on the website of the Company i.e. https://cdn.prod.website-files.com/64b51ae831e2d786aa8442e5/6657f957d2ec23e4d0e69758 MGT7 202324.pdf

3. Share Capital

The Paid-up Equity Share Capital as on 31st March 2024 stood at? 295.97 lakhs. During the year under review, the company has not issued any shares with differential voting rights nor granted any stock option or sweat equity shares.

4. Preferential Issue of Convertible Share Warrants

Pursuant to the approval of the Board at its meeting held on 7th November, 2023 and approval of the members of the Company at their ExtraOrdinary General Meeting (''EGM'') held on 2nd December, 2023, upon receipt of 25% of the issue price per warrant (i.e? 77.75 per warrant) as upfront payment ("Warrant Subscription Price"), the Company, on 20th December, 2023 has allotted 10,60,000 (Ten Lakhs Sixty Thousand) convertible share warrants, on preferential basis to the Promoter/Promoter Group of the Company and certain identified non-promoter persons/entity, at a price of '' 311/- each ("Warrant Issue Price").

Each warrant, so allotted, is convertible into one fully paid-up equity share of the Company having face value of '' 10/- (Rupees Ten only) each in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, on payment of the balance consideration of '' 233.25/- per warrant ("Warrant Exercise Price"), being 75% of the issue price per warrant from the Allottees pursuant to exercise of conversion option against each such warrant, within 18 months from the date of allotment of warrants.

The details of utilization of funds are given hereunder:

Original Object	Modified Object, if any	Original Allocation ('' in Lakhs)	Modified allocation, if any	Funds Utilized ('' in Lakhs)	Amount of Deviation / Variation for the quarter according to applicable object	Remarks if any
To Meet the Incremental Working Capital Requirement and General Corporate Purpose	Not applicable	824.15	Nil	824.15	Nil	As on 31st March, 2024, the fund has been fully utilized for the objects or purposes for which the funds have been raised.

Further, as on 31st March 2024, except Mr. Sunil Nyati, Chairman & MD and Mrs. Anita Nyati, Whole Time Director of the Company none of the Directors of the company hold instruments convertible into equity shares of the Company.

5. Number of Meetings of the Board, its Committees & AGM

The Board met 7 (seven) times during the FY 2023-24, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Information on the Audit Committee, Nomination and Remuneration Committee (“NRC") and Stakeholders Relationship Committee and meetings of those Committees held during the year is given in the Corporate Governance Report.

Further, 31st Annual General Meeting of the Company for financial year 2022-23 was held on 12 th September, 2023 and One Extra Ordinary General Meeting of the Company was held on 2^nd December, 2023 during the financial year 2023-24.

6. Dividend

Based on the Company''s performance and keeping in mind the shareholders'' interest, the Board of Directors are pleased to recommend a final dividend of 20% i.e,'' 2/- per Equity Share of face value '' 10/- each fully paid up aggregating to '' 59.194 lakhs for the financial year 2023-24, subject to approval of the members in ensuing 32nd Annual General Meeting.

Amount transferred to Investor Education and Protection Fund

Pursuant to the applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (Rules) as amended, all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven years from the date of transfer to Unpaid Dividend Account of the Company. Hence, during the Financial Year 2023-24 unpaid/unclaimed dividends of '' 0.67 Lakhs relating to financial year ended 2015-16 were transferred to the Investor Education and Protection Fund.

Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to IEPF Authority. Accordingly, during the financial year 2023-24, the Company has transferred 2062 equity shares related to dividend declared for financial year 2015-16 to account of IEPF Authority.

Details of Nodal Officer

The Company has appointed Ms. Shikha Agrawal, Company Secretary and Compliance Officer as the Nodal Officer for the purpose of coordination with Investor Education and Protection Fund Authority. Details of the Nodal Officer are available on the website of the Company at

https://www.swastika.co.in/investor-relation/otheruserfulinfo

7. Amounts transferred to reserves

During the year under review, your Company has transferred '' 250.00 lakhs to General Reserves out of the Profits available for appropriation.

8. Deposits

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

Details of deposits which are not in compliance with the requirements of Chapter V of the act: Not applicable, since Company has not accepted any deposits, therefore the question does not arise regarding non compliance with the requirements of Chapter V of the Act.

Disclosure of unsecured loan from Directors

Pursuant to Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the Company had not received any unsecured loan from directors during the financial year 2023-24.

9. Subsidiary Companies, Joint Ventures or Associate Companies

As on 31st March 2024, the Company had three wholly owned subsidiaries i.e.:

1. Swastika Fin-Mart Private Limited

2. Swastika Insurance Broking Services Limited and,

3. Swastika Investmart (IFSC) Private Limited.

?

There are no associate companies or joint venture Companies within the meaning of Companies Act, 2013. Further there are no companies that have become or ceased to be the subsidiary, associate or joint venture of the Company during the financial year 2023-24.

During the financial year, your Board of Directors had reviewed the affairs of the subsidiaries. The consolidated financial statements of your Company are prepared in accordance with Section 129(3) of the Companies Act, 2013; and forms part of this Annual Report.

A separate statement containing salient features of the Financial Statements of all the Subsidiaries in accordance with Section 129(3) of the Companies Act, 2013 and the rules made there under in the prescribed Form AOC-1 are annexed to this Report as ANNEXURE-A and hence is not repeated here for sake of brevity. There has been no material change in the nature of the business of the subsidiary company.

In accordance with fourth proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing inter alia the audited standalone and consolidated financial statements of the Company for the financial year ended 31st March, 2024, along with relevant documents, has been placed on the website of the Company at www.swastika.co.in. Further, audited financial statements together with related information of each of the subsidiary companies have also been placed on the website of the Company at www.swastika.co.in.

In terms of Section 136 of the Companies Act, 2013 (''the Act''), financial statements of the subsidiary companies are not required to be sent to the members of the Company. The Company shall provide a copy of the annual accounts of its subsidiary companies to the members of the Company on their request. The annual accounts of its subsidiary companies will also be kept open for inspection at the registered office of the Company during business hours.

Pursuant to the requirements of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the details of Loans/ Advances made to and investments made in the subsidiaries have been furnished in Notes forming part of the Accounts.

Material Subsidiary

Swastika Fin-mart Private Limited is material wholly owned subsidiary of the Company as per the thresholds laid down under the Regulation 16 of SEBI Listing Regulations. The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the SEBI Listing Regulations as amended from time to time. The Policy has been uploaded on the Company''s website at

https://assets-global.website-files.com/64b51ae831e2d786aa8442e5/64ba11249332a04257128a73_Policy%20for%20determining%20material%20subsidiary%20companies.pdf

10. Consolidated Financial Statements

The consolidated financial statements of the Company for the year ended 31st March 2024, have been prepared in accordance with the Indian Accounting Standards (IND AS) 110 - "Consolidated Financial Statements" as notified by Ministry of Corporate Affairs and as per the general instructions for preparation of consolidated financial statements given in Schedule III and other applicable provisions of the Act, and in compliance with the SEBI Listing Regulations.

The financial statements of the subsidiaries and the related detailed information will be made available to the shareholders of the Company seeking such information. The Audited Consolidated Financial Statements along with the Auditors'' Report thereon forms part of the Annual Report.

11. Details of Directors and Key Managerial Personnel

The Company has a professional Board with an optimum combination of executive and non-executive directors who bring to the table the right mix of knowledge, skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of stakeholders. The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations.

• Directors liable to retire by rotation seeking re-appointment

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company''s Articles of Association, Mrs. Anita Nyati, Whole Time Director, (DIN: 01454595) retires by rotation at the forthcoming Annual General Meeting and being eligible offers herself for reappointment. However, her term is fixed and shall not break due to this retirement. Your Directors have recommended her appointment for approval of the shareholders, in the ensuing Annual General Meeting of your Company.

• Change in Directors

During the year under review, on recommendation of Nomination and Remuneration Committee (''NRC''), the Board has appointed Mr. Anshul

Agrawal (DIN: 08058452) and Mr. Tarun Kumar Baldua (DIN: 02212645), as Additional Directors in the category of Non-Executive Independent Directors of the Company for a period of five year with effect from 20th July, 2023. The same has been approved by members in 31st Annual General Meeting held on 12th September, 2023.

Further, second and final term of Mr. Raman Lal Bhutda (DIN: 01789675) has been completed from the close of business hours on 31st March, 2024, consequently he ceased/retired from Directorship of the Company as well as from all the Committees positions. Your Board places on record his deep appreciation of the valuable contribution made by him during his tenure as Independent Director of the Company.

Further during the current FY 2024-25, on recommendation of NRC, the Board of Directors in their Meeting held on 3rd May, 2024 subject to the approval of members in ensuing Annual General Meeting, considered and approved:> Re-appointment of Mr. Sunil Nyati as Chairman & Managing Director of the Company for term of three years w.e.f. 15th June 2024 to 14th June, 2027.

> Re-appointment of Mrs. Anita Nyati as Whole-time Director of the Company for term of three years w.e.f. 1st June, 2024 till 31st May, 2027.

Furthermore, during the current financial year 2024-25, on the recommendation of NRC, the Board at its Meeting held on 6^th June, 2024 considered and approved :-

> Appointment of Mr. Gyan Chand Jain (DIN: 05124184) as an Additional Director under the category of Non-Executive Independent Director, to hold office for a term of 5 (five) consecutive years commencing from 6^th June, 2024 to 5^th June, 2029 (both days inclusive).

> Appointment of Mr. Parth Nyati (DIN: 02583324), as an Additional Director on the Board of Directors of the Company with effect from 6^th June, 2024 to hold office up to the date of the ensuing Annual General Meeting of the Company.

• Key Managerial Personnel

As on 31st March, 2024 the following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time:

1. Mr. Sunil Nyati (DIN: 00015963), Chairman & Managing Director;

2. Mrs. Anita Nyati (DIN: 01454595), Whole Time Director;

3. Mr. Mahendra Kumar Sharma, Chief Financial Officer;

4. Ms. Shikha Bansal, Company Secretary and Compliance officer

• Change in the Key Managerial Personnel

During the year under review, there was no change in the Key Managerial Personnel of the Company.

However during the current financial year 2024-25, on recommendation of Nomination and remuneration Committee, Board of Directors of the Company in their meeting held on 6^th June, 2024 considered and approved appointment of Mr. Parth Nyati (DIN: 02583324) as Whole Time Director of the Company for period of three years w.e.f. 6^th June, 2024 to 5^th June, 2027, subject to approval of the members of the company in forthcoming Annual General Meeting or any other appropriate authority, if any

• Disqualifications of directors

During the year under review, declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.

12. Declaration by Independent Director

The Independent Directors have submitted the declaration of independence, as required under Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations as amended from time to time. Further, In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they

are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar ("MCA"). The Independent Directors are also required to undertake online proficiency selfassessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

All the Independent Directors of the Company are exempt from the requirement to undertake online proficiency self-assessment test except Mr. Anshul Agrawal (DIN: 08058452) who will undertake required online proficiency self-assessment test within stipulated time period.

13. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to the best of their knowledge, belief, ability and explanations obtained by them, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. the Directors had 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 year;

iii. 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;

iv. the Directors had prepared the annual accounts on a going 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 operating effectively;

vi. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external agencies, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2023-24.

14. Familiarization Programmes imparted to Independent Directors

Your Company has familiarized the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc. The Familiarization Programme was imparted to the Independent Directors during the meetings of the Board of Directors.

The Familiarization Programme for Independent Directors is uploaded on the website of your Company, and is accessible at: https://assets-global.website-files.com/64b51ae831e2d786aa8442e5/6620e868532f7bbd21397186_Familiarization%20Programme%20for%20Independent%20Directors%202023-24.pdf

15. Meeting of Independent Directors

The Independent Directors met once during the year as on 20th January, 2024. The Meeting was conducted in an informal manner without the presence of the Chairman, the Whole Time Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer.

16. Committees of the Board of Directors

The Board is assisted by several committees, whose delegated authority enhances role clarity and the effective execution of responsibilities throughout our business. These committees are tasked with governance issues and provide periodic reports to the Board on their activities. Each committee evaluates its effectiveness by reviewing its activities against approved terms of reference in alignment with delegated powers and authority.

The Details of Committees of the Board are given below:-

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

(iv) Finance Committee

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Report.

17. Statement indicating the manner in which formal annual evaluation of the performance of the Board, its Committees and of individual directors has been made

Pursuant to Section 134(3)(p) of the Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors have carried out an annual performance evaluation of its own performance, its Committees, the Directors individually including Independent Directors (where in the concerned Director being evaluated did not participate) based on the criteria and framework adopted by the Board. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company. The Board approved the evaluation results as collated by Nomination and Remuneration Committee ("NRC").

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. The Board considered and discussed the inputs received from the Directors. Also, the Independent Directors at their meeting held on 20th January, 2024 reviewed the following:

• Performance of Non-Independent Directors and the Board and the Committee as a whole

• Performance of the Chairperson of the Company, taken into account the views of executive directors and non-executive directors.

• Assessed the quality, quantity and timeliness of flow of information between the Company''s management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

The Independent Directors has also expressed their satisfaction with overall functioning and implementations of their suggestions.

Performance evaluation criteria for Independent Directors

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgments.

Statement with regard to integrity, expertise and experience of the Independent Director appointed during the year

During the year under review, the Board has appointed Mr. Anshul Agrawal (DIN: 08058452) and Mr. Tarun Kumar Baldua (DIN: 02212645) as an Independent Director in the Company. Further, in the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in Corporate Governance Report.

18. Particulars of Loan, Guarantees and Investments u/s 186

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the SEBI Listing Regulations disclosure on particulars relating to Investment are stated in Note No. 6 of standalone financial statement. Details of loans given by the Company are stated in Note No. 5 of standalone financial statement. Loans, guarantees and investments are within the limit of Section 186 of the Companies Act, 2013. Loans and investments were made for the purpose of maximum optimum return. Loan given to wholly owned subsidiary were used for its principle business activities only.

19. Particulars of contracts or arrangements with related parties

In line with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Company''s website at

https://assets-global.website-files.com/64b51ae831e2d786aa8442e5/655dd3693766e31587eb9218 Policy%20on%20Related%20Party%20Transactions.pdf

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are subjected to independent review by an Audit Committee to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and SEBI Listing Regulations. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis.

All Related Party Transactions entered during the year 2023-24 were in Ordinary Course of the Business and at Arm''s Length basis. The Company has not entered into any Material Related Party Transactions during the financial year. Further the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) Companies (Accounts) Rules, 2014, in Form AOC-2 is set out as Annexure-B and form part of this report.

Details of related party transactions entered into by the Company, in terms of IND AS-24 have been disclosed in the notes to the standalone/ consolidated financial statements forming part of this Report and Annual Accounts 2023-24.

20. Conservation of Energy, Technology absorption, Foreign exchange earnings and outgo

Information on Conservation of energy as prescribed under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is not applicable to the present activities of your Company.

(A) Conservation of Energy:

(i) the steps taken or impact on conservation of energy:

The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

(ii) the steps taken by the company for utilizing alternate sources of energy:

The Company has used alternate source of energy, whenever and to the extent possible

(iii) the capital investment on energy conservation equipments: Nil

(B) Technology Absorption:

(i) The efforts made towards technology absorption: Technology is a driving force at Swastika. We leverage technology at every level to drive change across the organization. Whether it is to improve the customer''s account opening experience, or their ability to choose the right investment strategies, or to ease the life of our internal employees and departments, we use technology to continuously improve our processes to achieve these goals.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year):

The Company has neither purchased within India nor imported any technology.

(iv) The expenditure incurred on Research and Development:

The Company has not incurred any expenditure on Research and Development during the year under review.

(C) Foreign Exchange Earnings and outgo:

During the year, there was neither inflow nor outflow of foreign exchange.

21. Statement in respect of adequacy of Internal Financial Control with reference to the Financial Statements

Internal Financial Controls laid down by the Company is a systematic set of controls and procedures to ensure orderly and efficient conduct of its business including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. Internal financial controls not only require the system to be designed effectively but also to be tested for operating effectiveness periodically. The Board is of the opinion that internal financial controls with reference to the financial statements were tested and reported adequate and operating effectively. The internal financial controls are commensurate with the size, scale and complexity of operations.

22. Corporate Social Responsibility (CSR)

The Company recognizes the responsibilities towards society and strongly intends to contribute towards development of knowledge based economy.

Pursuant to provisions of Section 135(9) of the Companies Act 2013, where the amount to be spent by a company under sub-section (5) of Section 135 does not exceed '' 50 lakhs (Indian Rupees Fifty lakhs), the requirement under sub-section (1) of Section 135 of the Companies Act 2013, constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company. At present company is not required to constitute any CSR committee as CSR amount is less than '' 50 Lakhs.

The Company''s CSR Policy is available on the Company''s web-link:

https://assets-global.website-files.com/64b51ae831e2d786aa8442e5/655f3a3229b683cdbe4d58fa Policy%20On%20Corporate%20Social%20Responsibilities.pdf

The Company has focused on social cause and implementation of its Corporate Social Responsibility as per Schedule VII of the Companies Act, 2013.

During the financial year ended 31st March, 2024; the Company has spent'' 20.00 Lakhs on CSR activity.

Further, detailed information report on the CSR policy and the CSR initiatives taken during financial year 2023-24 is given in Annexure-C.

23. Remuneration Policy / Disclosure relating to remuneration of Directors, Key Managerial Personnel and particulars of Employees

In accordance with the provision of Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and the SEBI Listing Regulations, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company''s website at

https://assets-global.website-files.com/64b51ae831e2d786aa8442e5/64ba0c8b710dc8828f11974e_Nomination%20And%20Remuneration%20Policy.pdf

The Board of Directors affirms that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company.

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date is annexed as Annexure-D and forms an integral part of the Board Report.

None of the employee of the company is drawing more than '' 102.00 Lakhs per annum or'' 8.50 Lakhs per month for the part of the year, during the year under review. Details of top ten employees in terms of the remuneration and employees in receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, will be made available to any member on request, as per provisions of Section 136(1) of the Act. Pursuant to Section 197(14) of the Companies Act, 2013 neither the Managing Director nor Whole Time Director of the Company received any remuneration or commission from any of its subsidiaries.

24. Report on Corporate Governance & Management Discussion Analysis

Your Company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated under the provisions of the SEBI Listing Regulations. A detailed Report on Corporate Governance forms part of this Annual Report. A certificate of Practicing Company Secretary L.N. Joshi and Company, confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

A detailed analysis of the Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

25. Disclosure on establishment of Vigil Mechanism/Whistle Blower Policy

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report. No Person has been denied access to the Audit Committee. The details of establishment of the reporting mechanism are disclosed on the website of the Company at the web-link:-

https://assets-global.website-files.com/64b51ae831e2d786aa8442e5/6620e525cf6246ae39f0fda0_Vigil%20Mechanism.pdf

26. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed L. N. Joshi & Company, Practicing Company Secretaries, Indore to undertake Secretarial Audit of the Company.

The Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as Annexure-E and forms an integral part of this Report. There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit report except the following with Board Explanation:

Secretarial Auditor Observations	Management comments
The Company has paid penalty of '' 21.58 lakhs to the Exchanges for procedural reporting delays and incorrect reporting under various circulars/Standard Operating Procedures (SOPs) issued by SEBI & Stock Exchanges in respect of specifically applicable laws.	The company has paid the penalty imposed by the SEBI and Exchanges and in some cases application for waiver has been submitted. Further there was no impact on the operation of the Company as it was with respect to routine and operating matters of the Company and there is no material impact on the revenue and fundamentals.
During the period under review, due to the non-payment of a penalty of '' 15 lakhs imposed by SEBI, the recovery officer of SEBI initiated recovery proceedings against the Company. The Company paid the penalty under protest, and an appeal is currently pending with the SEBI Appellate Tribunal.	Company has not paid the penalty amount as Company had to file appeal before Hon''ble SAT against the order of SEBI which was also communicated to SEBI but SEBI didn''t consider the same and in mean time recovery proceeding has been initiated by recovery officer and after that Company had paid the penalty and charges under protest. However during FY 2023-24 our appeal was accepted by SAT against the order of SEBI which is still pending before Hon''ble SAT. Further there was no impact of the SEBI Order on the operation of the Company as it was with respect to routine and operating matters of the Company and there is no material impact on the revenue and fundamentals.
During the period under review, due to not having requisite NISM certification as per regulation 3 of SEBI (Certification of Associated person in the Securities markets) , Regulation 2007 penalty of '' 3 Lakhs imposed by SEBI.	Immediate action was taken and both KMP have passed the NISM exam and provided requisite certificates to Authority further penalty amount also paid in current financial year.

27. Secretarial Audit of Material Unlisted Subsidiary Company

Swastika Fin-mart Private Limited, a material wholly owned subsidiary of the Company undertakes Secretarial Audit under Section 204 of the Companies Act, 2013. The Secretarial Audit of Swastika Fin-Mart Private Limited for the Financial Year 2023-24 was carried out pursuant to Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI Listing Regulations. The Secretarial Audit Report of Swastika Fin-mart Private Limited submitted by L.N. Joshi & Company, Practicing Company Secretaries is annexed as Annexure-Fand forms an integral part of this Report.

28. Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars/ Guidelines issued there under. Pursuant to provision of Regulation 24A, the Annual Secretarial Compliance Report for the financial year 202324 has submitted to the stock exchange within prescribed time.

29. Statutory Auditors

During the financial year Sahaj & Company, Chartered Accountants have resigned from the post of statutory Auditors with effect from 20th July, 2023, who were appointed as Statutory Auditors of your Company, for a term of five years to hold office till conclusion of the 33 rd Annual General Meeting (AGM to be held in financial year 2024-25) of the Company.

Further pursuant to the provisions of Section 139(8) of the Companies Act, 2013 and on the recommendation of the Audit Committee, the Board of directors in their meeting held on 20th July, 2023 has appointed Fadnis & Gupte LLP, Chartered Accountants, Indore (Firm Registration No. 006600C/C400324) as statutory auditors to fill the casual vacancy caused by the resignation of Sahaj & Company, Chartered Accountants. The appointment of Fadnis & Gupte LLP Chartered Accountants as statutory auditors were also confirmed by members in their 31st Annual General Meeting held on 12th September, 2023, for a term of five consecutive years from the conclusion of 31st Annual General Meeting up to the conclusion of the 36th Annual General Meeting (AGM to be held for financial year 2027-28).

Explanation to Auditor''s Remarks

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Further, there was no fraud in the Company, which was required to report by Statutory Auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013.

30. Internal Auditors

The Board of Directors has appointed Anshul K Jain & Associates, Chartered Accountant, as Internal Auditors to conduct the internal audit of the various areas of operations and records of the Company. The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.

The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Company''s risk management policies and systems.

31. Cost Audit

Your Company does not falls within the provisions of Section 148 of Companies Act, 2013 read with the Companies (Cost Records & Audit) Rules, 2014 as amended from time to time, therefore no such record are required to be maintained.

32. MD/CFO Certification

The Managing Director & CFO of your Company have issued necessary certificate pursuant to the provisions of Regulation 17(8) of the SEBI Listing Regulations and the same forms part of this Annual Report.

33. Code of Conduct

The Board of Directors has laid Code of Conduct ("the Code") for the Board members and Senior Management Personnel of your Company. The code of conduct is available on the website of the Company at

https://3ssets-glob3l.website-files.com/64b5l3e831e2d786338442e5/64b3l0727e4bedcbff43185c CODE%20OF%20CONDUCT%20FOR%20BOARD%20MEMBERS%20AND%20SENIOR%20MANAGEMENT.pdf

All Board members and senior management personnel have confirmed compliance with the Code. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

34. Statement indicating development & implementation of Risk Management Policy

The Board of Directors has adopted a risk management policy to develop and implement risk management procedure/plan including therein of elements of risks, if any which in the opinion of the Board may threaten the existence of the Company.

?

35. Material changes & commitments, if any affecting the financial position of the Company

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this Board''s Report.

36. Environment and Safety

The Company is engaged in the industry of providing services and not in manufacturing activities, hence it is a non-pollutant Company, however it has a deep concern for the protection and sustainability of environment owing to which it intends to be actively involved in activities for protection of environment. The Company emphasizes on reducing dependence on paper communications and encourages use of electronic means of communication which serves towards environmental protection and sustainable growth.

37. Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Your Company has framed and implemented a Policy on Sexual Harassment of Women at Workplace aiming at prevention of harassment of employees which lays down the guidelines for identification, reporting and prevention of undesired behavior. An Internal Committees (IC) was duly constituted in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Further regular employee awareness sessions are conducted to generate awareness about the policy, reporting mechanism and prevention of sexual harassment at the workplace. During the year, the committee has not received any complaint pertaining to sexual harassment.

38. Listing of Shares

The shares of the Company are listed on BSE Limited, and the Company is regular in payment of the listing fees. There was no suspension of trading during the year under review.

39. Insurance

The Company''s assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time. The Company has also taken insurance cover for any claims/losses arising out of its core business of security broking.

40. Compliance of Secretarial Standard

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India as amended from time to time and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

41. Depository System

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail the facility of Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid.

42. Other Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:> No Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operation in future.

> Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

> There has been no change in the nature of business of your Company.

> The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI Listing Regulations, is not applicable to your Company for the financial year ending March 31, 2024.

> No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.

> There was no one time settlement of loan obtained from the Banks or Financial Institutions.

> There was no revision of financial statements and Board''s Report of the Company during the year under review.

43. Acknowledgment and Appreciation

The Board of Directors places its gratitude and appreciation for the support and cooperation from its members, SEBI and other regulators, Exchange, banks, financial institutions, and other stakeholders. The Board of Directors also places on record its sincere appreciation for the commitment and hard work put in by the Management and the employees of the Company, and thanks them for yet an excellent year of performance.

Place: Indore For and on behalf of the Board of Directors

Date: 6^th June, 2024 SWASTIKA INVESTMART LIMITED

Sunil Nyati Anita Nyati

Chairman &MD Whole Time Director

DIN: 00015963 DIN:01454595

---

Mar 31, 2015

To,

The Members of

M/s Swastika Investmart Limited

The Directors have pleasure in presenting the 23rd Annual Report on the business and operations of the company together with the Audited Financial Statements for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

The performance highlights and summarized financial results of the Company are given below:

(Rupees in Lakhs except EPS)

Particulars Year ended Year ended 31st March 2015 31st March 2014

Total Income 2345.70 1406.51

Total Expenditure 1983.34 1335.79

Profit/Loss before exceptional & extraordinary items and tax 362.36 70.72

Exceptional Items 0.00 31.01

Profit/Loss before tax 362.36 101.73

Provision for Tax

Current Tax 137.03 36.49

Deferred Tax -16.68 -1.54

Profit/Loss after tax 242.01 66.78

Amount available for appropriation 242.01 66.78

Appropriations:

(a) Transferred to General Reserve 200.00 0.00

(b) Proposed Dividend on Equity Shares 29.59 29.59

(c) Tax on Proposed Dividend 6.25 4.80

Surplus Carried to Balance Sheet 6.16 32.39

Paid up Equity Share Capital 295.97 295.97

Earnings per share

Basic 8.18 2.26

Diluted 8.18 2.26

OPERATIONAL AND STATE OF COMPANY'S AFFAIRS

Fiscal 2014-2015 is yet another well performed year that registered a growth of 66.77 % & achieved higher total income of Rs. 2345.70 Lacs as against Rs 1406.51 lacs in the previous year. Profit after Tax (PAT) of the Company was also grow about 262% & earned 242.01 lacs in comparison to previous year Rs.66.78 Lacs. The Earnings per Share (EPS) of your Company has grows to 8.17 in fiscal 2014-15 per share from the previous year EPS of Rs 2.26 in fiscal 2013-14 per share.

FUTURE OUTLOOK

With strengthening of the economy and stable political environment, the Indian Capital market is expected to perform well in future. Our strategy will continue to be deepening our portfolio of financial services, delivering client centric solutions and build a business model that is well diversified across financial market activities for growth of the Company. Your Company is planning to provide wide range of financial services to present and prospective clients under one roof.

DIVIDEND

Looking at the consistent growth in performance of the company, your Directors have pleasure in recommending for approval of the members a final dividend of Rs.1.00/- per shares (10% on the paid up value of Rs.10/- per share) for financial year ended on 2014-2015.

AMOUNTS TRANSFERRED TO RESERVES

During the year under review, your Company has transferred a sum of Rs. 200.00 Lacs to General Reserve.

FIXED DEPOSITS

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

SHARE CAPITAL

During the Financial Year 2014-15 there was no change in capital structure of the company and company has not issued any shares with differential voting rights, sweat equity shares nor granted any stock options. None of the Directors of the Company hold instrument convertible into equity shares of the Company.

CHANGE IN NATURE OF BUSINESS

During the year there was no change in business activity of the company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on consolidated financial statement, your directors provide the Audited Consolidated Financial statements in the Annual Report.

SUBSIDIARIES COMPANIES, JOINT VENTURE OR ASSOCIATES COMPANIES

Your Company has three Subsidiaries i.e. Swastika Commodities Private Limited, Swastika Fin-Mart Private Limited and Swastika Insurance Services Limited. Financials to the Subsidiaries are disclosed in the Consolidated Financial Statements, which form part of this Annual Report. A statement containing salient features of the Financial Statements of the Subsidiaries are annexed to this Report as ANNEXURE 1 pursuant to Section 129 of the Companies Act, 2013 and the rules made there under in the prescribed form, AOC-1 and hence not repeated here for sake of brevity. Further Audited Financial Statement of subsidiaries companies is available at www.swastika.co.in. The Company does not have any joint venture or associate Company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this report as ANNEXURE 2 and forms an integral part of this report.

NUMBER OF BOARD MEETINGS AND GENERAL MEETING

During the Financial Year 2014-15, meetings of the Board of Directors of the Company were held five times. The gap between two Meetings did not exceed one hundred and twenty days. Further Annual General Meeting was held on Saturday, 27th September, 2014. Detailed information on the meetings of the Board, its Committees and the AGM is included in the Report on Corporate Governance, which forms part of this Annual Report.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investment covered under the provisions of Section 186 of the Companies Act, 2013 are given in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the financial year 2014-15 with Related Parties were in the ordinary course of business and on Arm's length basis. Also, there was no contract/arrangement/transaction with any of the Related Parties which could be considered material in accordance with the Companies Act, 2013, rules framed there under and Clause 49 of the Listing Agreement. The Audit Committee has given prior approval for Related Party Transactions.

Details of Related Party Transactions entered into by the Company during the financial year 2014-15 are provided in Note 24 to the financial statement. Policy on dealing with related party Transactions and materiality as approved by the Board, is available on the company's website at www.swastika.co.in

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Shri S.N. Maheshwari, Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Boards of Directors in their meeting held on 12th August, 2014 accepted the resignation of Shri Vinod Gupta, Shri Tarun Kumar Baldua 8t Shri Parth Nyati from the post of Directorship of the Company. Your Board places on record their deep appreciation of the valuable contribution made by them during their tenure as Directors of the Company.

Further, Shri Vijay Kumar Chowdhary 8t Shri Sunil Chordia were appointed as Additional Director as well as Independent Directors of the Company to hold office, not liable to retire by rotation be and were confirmed appointed at the Annual General Meeting held on 27Lh September, 2014 as an Independent Director of the Company pursuant to Section 149 of the Companies Act, 2013 for a term of five consecutive years. None of the Independent Directors are due for re- appointment.

At the Annual General Meeting held on 27th September, 2014 Shri Sunil Chordia, Shri Vijay kumar Chowdhary, Shri Raman Lai Bhutda & Shri Chain Raj Doshi were appointed as an Independent director of the Company pursuant to Section 149 of the Companies Act, 2013 for a term of five consecutive years.

Further Boards of Directors in their meeting held on 13th November, 2014 accepted the resignation of Shri Vijay Kumar Chowdhary from the post of Directorship of the Company due to his pre occupation.

Further, the Board of the Directors had on the recommendation of the Nomination and Remuneration Committee appointed Mr. Kailash Chander Sharma as an additional director of the Company in the category of Independent Directors with effect from 29Lh September, 2014 to hold office upto the Companies ensuing Annual General Meeting. It is now proposed to appoint him as an independent Director of the Company for a period of five consecutive years up to 28th September, 2019. Notice under section 160 of the Companies Act, 2013 from member of the Company signifying the candidature of Mr. Kailash Chander Sharma for the office of the Director have been received.

Mr. Sunil Nyati, Managing Director; Mr. Parth Nyati, Chief Financial Officer, Mrs. Shikha Bansal, Company Secretary of the Company were designated and appointed Key Managerial Personnel of the Company as per the provisions of the Companies Act, 2013.

During the year under review, no stock options were issued to the directors of the Company.

DISQUALIFICATIONS OF DIRECTORS

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they fulfill the criteria of independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The following Directors are independent in terms of Section 149(6) of the Act and Clause 49 of the Listing Agreement:

i) Shri Sunil Chordia ii) Shri Raman Lai Bhutda

iii) Shri Chain Raj Doshi iv) Shri Kailash Chander Sharma

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year under review. The Meeting was conducted in an informal manner without the presence of the Chairman, the Whole Time Director, the Non-Executive Non-independent Directors and the Chief Financial Officer.

FAMILIARISATION OF INDEPENDENT DIRECTORS

The details of familiarization programme for Independent Directors have been disclosed on website of the Company www.swastika.co.in

COMMITTEES OF THE BOARD OF DIRECTORS

The Company has various committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. Your Company has an adequately qualified and experienced Audit Committee with Shri Raman Lai Bhutda (Chairman), Shri Chain Raj Doshi, Shri Sunil Chordia and Shri Kailash Chander Sharma, as Members. The recommendations of the Audit Committee were duly approved and accepted by the Board during the year under review.

The other Committees of the Board are:

i. Nomination and Remuneration Committee

ii. Stakeholders Relationship Committee

The details with respect to the composition, powers, roles, terms of reference, meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Annual Report.

STATEMENT INDICATING THE MANNER IN WHICH FORMALANNUAL EVALUATION HAS BEEN MADE BYTHE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, performance evaluation of the Board, its Committee and the Independent Directors was carried out. The manner in which the evaluation is carried out has been explained in the Report on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3) (c) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts for the financial year ended 31 st March, 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) the directors 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 as at 31 st March, 2015 and of the profit of the Company for year ended on that date;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively and

f) the directors have laid down proper internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3) (m) of section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under:

(A) Conservation of Energy

The steps taken or impact on conservation of energy:

(i) The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption by replacing electric fittings 6t fixtures with energy saving desces.

(ii) The capital investment on energy conservation equipments: Nil

(B) Technology Absorption :

(i) The efforts made towards technology absorption: Not Applicable.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): Not Applicable.

(iv) Company has not incurred any expenditure on Research and Development during the year under review.

Further there was neither inflow nor outflow of foreign exchange during the year.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The company's internal control system is commensurate with its size, scale and complexities of its operations; the internal and operational audit is entrusted to M/s Vinod Rekha & Company, Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The audit committee of the board of directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The company has a robust management information system, which is an integral part of the control mechanism.

The audit committee of the board of directors, statutory auditors and the business heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of director.

Significant audit observations and corrective actions taken by the management are presented to the audit committee of the board. To maintain its objectivity and independence, the internal audit function reports to the chairman of the audit committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of section 135 of the Companies Act, 2013 does not apply to the Company , therefore Company has not constituted Corporate Social responsibility (CSR) committee as required under the Act.

REMUNERATION POLICY/ DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. Details of policy covering these requirements has disclosed in corporate governance report.

Information required under Section 197 of the Companies Act, 2013 read with Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 attached as ANNEXURE 3

None of the employee of the company is drawing more than Rs.60,00,000/- per annum or Rs.5,00,000/- per month for the part of the year, during the year under review therefore Particulars of the employees as required under Section 197 of Companies Act, 2013 read with rule 5 (2) 6t rule 5 (3) of Companies (Appointment and Remuneration) Rules, 2014 are not applicable, during the year under review.

Neither the Managing Director nor Whole Time Director of the Company received any remuneration or commission from any of its subsidiaries.

REPORTS ON CORPORATE GOVERNANCE a MANAGEMENT DISCUSSION ANALYSIS

Pursuant to Clause 49 of the listing agreement with stock exchanges, a separate section titled "Report on Corporate Governance" and "Management Discussion and Analysis" forms part of this Annual Report.

Auditors Certificate confirming compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement also forms parts of this Annual Report.

DISCLOSURE ON ESTABLISHMENTOFAVIGILMECHANISM/WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The details of establishment of the reporting mechanism are disclosed on the website of the Company (www.swastika.co.in).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY.

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. L. N. Joshi, Practicing Company Secretary, to undertake the Secretarial Audit of the company. The Secretarial Audit report is included as ANNEXURE 4 and forms an integral part of this Report. There is no Secretarial Audit qualification for the year under review.

STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Companies Act, 2013 M/s. R.S. Bansal 6t Company, Chartered Accountants (Firm Registration No. 000939C) were appointed as statutory auditors to hold office till the conclusion of 23rd annual general meeting of the company and be and are hereby recommended for re-appointment to audit the accounts of the company up to the 28th Annual General Meeting of the Company to be held in year 2020 subject to ratification of their appointment by members at every Annual General Meeting held after ensuing Annual general meeting. A resolution for appointment of M/s. R.S. Bansal 6t Company, Chartered Accountants, as auditors for the period from the conclusion of the ensuing 23* AGM till the conclusion of the 28th AGM and for fixation of their remuneration for the year 2015-16 is being proposed in the notice of the ensuing AGM for the approval of the members. The Company has received from R.S. Bansal 6t Company, Chartered Accountant a written consent for ratification of their appointment from the conclusion of the 23rd AGM till the conclusion of the 28Ltl AGM and a certificate to the effect that their appointment shall be in accordance with the prescribed conditions and that the firm is not disqualified under the Companies Act, 2013.

EXPLANATION TO AUDITOR'S REMARKS

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark.

Further there was no fraud in the Company, which was required to report by statutory auditors of the Company under sub- section (12) of Section 143 of Companies Act, 2013.

CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management and independent directors of the Company. All the Board members including independent directors and senior management personnel have affirmed compliance with the code of conduct. A declaration by Chairman and Managing Director with regard to compliance with the said code, forms part of this Annual report.

TRANSFER OF UNPAID DIVIDEND AMOUNT IN IEPF

During the year under review, an amount of 178658/- pertaining to unpaid/ unclaimed dividend for the financial year 2006-07 has been transferred to IEPF. Members who have not encashed their dividend warrants within their validity period may write to the Company at its Registered Office or Ankit Consultancy Private Limited, Registrar ft Share Transfer Agent of the Company for revalidating the warrants or for obtaining duplicate warrants/or payments in lieu of such warrants in the form of the demand draft.

STATEMENT INDICATING DEVELOPMENT ft IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Board of Directors has adopted risk management policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

MATERIAL CHANGES a COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OFTHECOMPANY

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this Board's report.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy required conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment. All Women employee (permanent, temporary, contractual and trainee) are covered under this policy. There was no case of sexual harassment reported during the year under review.

LISTING OF SHARES

Company's shares are listed on Bombay Stock Exchange Limited. The company has paid annual listing fee for financial year 2015-16.

INSURANCE

The Company's assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time. The Company has also taken insurance cover for any claims/losses arising out of its core business of security broking.

BUSINESS RESPONSIBILITY REPORT:

Business responsibility reporting as required by clause 55 of the listing agreement with stock exchange is not applicable to your company for the financial year ending 31" March 2015.

DEPOSITORY SYSTEM

Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company's shares on either of the Depositories mentioned as aforesaid.

INDUSTRIAL RELATIONS:

Company's Industrial relations continued to be healthy, cordial and harmonious during the period under review.

ACKNOWLEDGMENT

Your Directors wish to place on record their gratitude to the Company's Customers, Bankers, Lenders and Members for their continued support and faith reposed in the Company. The Board also places on record its deep appreciation for the dedication and commitment of the employee at all levels. The Directors would also like to thank BSE, NSE, NSDL, and CDSL for their co-operation.

Place: Indore For and on behalf of the Board of Directors

Date: 12.08.2015 SWASTIKA INVESTMART LIMITED

Sunil Nyati Anita Nyati

Managing Director Whole-time Director

DIN: 00015963 DIN: 01454595

---

Mar 31, 2014

The members of Swastika Investmart Limited

The Directors have pleasure in presenting the 22nd Annual Report of your company together with the Audited statements Accounts for the year ended on 31st March, 2014. The Financial Results of the company in the year under review are as under:

Financial Results and Operations:

Rs. In Lacs except EPS Particulars Year ended Year ended 31/3/2014 31/3/2013

Total Income 1406.51 1322.47

Total Expenditure 1335.79 1356.67

Profit/Loss before exceptional item and tax 70.72 (34.20)

Add-Exceptional Items 31.01 37.02

Profit/Loss before tax 101.73 2.82

Provision for Tax

Current Tax 36.48 0.58

Deferred Tax (1.54) (4.60)

Profit/Loss after tax 66.79 6.84

Paid up Equity Share Capital 295.97 295.97

Earning per share (Rs. 10/- each) Basic 2.26 0.23

& Diluted (in Rs.) 2.26 0.23



DIVIDEND

To maintain the trend of Dividend, your Directors are pleased to recommend a final dividend of 10% on the equity shares i.e. Re. 1/- per Equity Share of face value Rs.10/- for financial year 2013-2014 subject to Approval of the members in ensuing Annual General Meeting.

DIRECTORS:

The Board in its meeting held on 12th August, 2014 has appointed Shri Sunil Chordia and Shri Vijay Kumar Chowdhary as Additional Directors as well as Independent Director of the Company, not liable to retire by rotation.

Further Board accepted the resignation of Shri Vinod Kumar Gupta, Shri Tarun Baldua and Shri Parth Nyati from the post of directorship of the company. Your Board places on record their deep appreciation of the valuable contribution made by them during their tenure as Directors of the Company.

Further Shri Chain Raj Doshi and Shri Raman Lai Bhutda the existing independent directors are further proposed to be appointed as Independent Directors for a term of five years as per requirement of Section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement to hold the office till 31st March, 2019.

The Company has received notice in writing from the members as required under Section 160 of the Companies Act, 2013 for proposal for appointment of Shri Sunil Chordia and Shri Vijay Kumar Chowdhary as Director as well as independent director and all other Independent Directors of the Company at the ensuing Annual General Meeting.

The Independent Directors has submitted a declaration confirming that they meets the criteria for independence as provided in section 149(6) of the Act and is eligible for appointment as Independent Directors of the Company.

In the opinion of the Board the above said three directors fulfills the conditions specified in the Act and the Rules made there under as the Clause 49 of the Listing Agreement for their appointment as Independent Directors of the Company.

In accordance with the provision of the Companies Act, 2013 Shri Satyanarayan Maheshwari and Shri Anil Kumar Nyati, retire from the Board of Directors by rotation and being eligible offer themselves for reappointment in ensuing Annual General Meeting.

FIXED DEPOSITS

Your company has not accepted or invited any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, during the year under review.

SUBSIDIARY COMPANY AND CONSOLIDATION OF ACCOUNTS

The Ministry of Corporate Affairs has vide its circular dated 08th February 2011, had granted general exemption to companies from attaching to their balance sheet, the accounts and other documents of their subsidiaries companies, subject to fulfill of specified conditions. In view of this general exemption and being in compliance with the conditions thereof, the accounts and other documents of the company''s subsidiaries are not attached to the Annual report of the company. The consolidated financial statement of the Company, which includes the financial information of its subsidiaries (i.e. Swastika Commodities Private Limited, Swastika Fin-mart Private Limited and Swastika Insurance Services Limited) are forming part of this.

The Annual accounts and financial statements of the Subsidiary companies of your company and related detailed information shall be made available to members on request and are open for inspection at the registered office of your company.

DIRECTOR''S RESPONSIBILITIES STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Director''s Responsibility Statement, your directors hereby confirm:

- That in the preparation of the annual accounts for the financial year ended 31st March 2014; the applicable accounting standards have been followed;

- That they have selected such accounting policies and applied them consistently and made judgments, and estimate 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 financial year and of the profit of the Company for the year under review;

- That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting Fraud and other irregularities.

- That they have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. R.S. Bansal & Co., Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s R.S.Bansal & Co., Chartered Accountants as Statutory Auditors of the Company from the conclusion of the forthcoming Annual General meeting till the conclusion of the next Annual General Meeting.

COMMENTS ON AUDITORS REPORT

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations and comments, if any, appearing in the Auditors'' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors.

COMPANIES RULES, 1988 (DISCLOSURE OF PARTICULARS IN THE REPORTS OF BOARD OF DIRECTOR)

As the Company is not engaged in any manufacturing activities, hence provisions of section 217(1 )(e) of the Companies Act, 1956 read with the Companies Rules, 1988 are not applicable to the Company. Further there was neither inflow nor outflow of foreign exchange during the year.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges an Audit Committee Comprises of Shri Chain Raj Doshi, Shri Raman Lai Bhutda and Shri Sunil Chordia all are independent directors of the Company.

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CFO certification are annexed hereto and form part of the report.

PARTICULARS OF EMPLOYEES

The Company did not have any employee, during the year drawing remuneration attracting the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975.The company continued to have cordial and harmonious relations with employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

HUMAN RESOURCES DEVELOPMENT

Your Company believes that nurturing and development of human capital is of key importance for its operations, The HR policies and procedures of your Company are geared up towards this objective. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate is obtained from Practicing Company Secretary in terms of provisions of section 383A(1) of the Companies Act, 1956 is annexed herewith.

CODE OF CONDUCT

The company has laid-down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct. The code of conduct has posted on website of the company i.e www.swastika.co.in

LISTING OF THE SHARES

Equity shares of the company are listed on Bombay Stock Exchange Ltd., Mumbai. The company has paid listing fee for financial year 2014-2015.

DEPOSITORY SYSTEM

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid.

INSURANCE

The Company''s assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time .The Company has also taken insurance cover for any claims /losses arising out of its core business of security broking.

ACKNOWLEDGMENT:

The Board places on record its deep appreciation of the devoted services of loyal workers, executives and other staff of the Company, who have contributed to the performance and company''s continue inherent strength. Your directors also wish to thank the customers, dealers, agents, Suppliers, partners, investors, banks and other stakeholders for their continued support and faith respond in the Company. We look forward to their continued support and co-operation in the future.

For and behalf of the Board Date: 12.08.2014 Place: INDORE Sunil Nyati Anita Nyati Managing Director Whole time Director Din No: 00015963 Din No: 01454595

---

Mar 31, 2013

Dear Members, Swastika Investmart Ltd.

The Directors have immense pleasure in presenting the 21st Annual Report of the Company and the Audited Accounts for the financial year ended 31st March,2013.

FINANCIAL HIGHLIGHTS (Amount in Rs. Lacs)

PARTICULARS 31.03.2013 31.03.2012

Total Income 1322.47 1341.05

Profit before exceptional and extraordinary items and tax (34.19) 88.41

Exceptional Items 37.01 1.49

Profit before extraordinary items and tax 2.82 89.90

Less: Extraordinary Items - -

Profit before tax 2.82 89.90

Less: Provision for Taxation

Current tax 0.57 36.25

Deferred Tax (4.59) (7.53)

Profit for the Year 6.84 61.18

Amount Transferred to General Reserve - 50.00

Earning per Share

Basic 0.23 2.07

Dilute 0.23 2.07

SUBSIDIARY COMPANIES AND CONSOLIDATION OF ACCOUNTS

The Ministry of Corporate Affairs has vide its circular dated 8th February 2011, had granted general exemption to companies from attaching to their balance sheet, the accounts and other documents of their subsidiary companies , subject to fulfill of specified conditions. In view of this general exemption and being in compliance with the conditions thereof, the accounts and other documents of the company''s subsidiaries are not attached to the Annual report of the company. The consolidated financial statement of the Company, which includes the financial information of all its subsidiaries (i.e. Swastika Commodities Private Limited, Swastika Fin-mart Private Limited,SwastikalnsuranceServicesLimited)are forming part of this annual report.

The Annual accounts and financial statements of the Subsidiary companies of your company and related detailed information shall be made available to members on request and are open for inspection at the Registered office of your company.

DIVIDEND

To maintain a trend of dividend, your Directors are pleased to recommend a dividend of 10% on the equity shares i.e. Rs. 1/- per Equity Share of face value Rs.10/- subject to Approval of the members in ensuing Annual General Meeting .

DIRECTORS

In accordance with the provision of the Companies Act, 1956 and as per Article 128 of Articles of Association of the Company Mr. Vinod Kumar Gupta and Mr. Tarun Kumar Baldua Directors of the Company, retire by rotation and being eligibleofferthemselvesforreappointmentin ensuing Annual General Meeting.

DIRECTORS-RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Director''s ResponsibilityStatement, yourdirectors hereby confirm:

i) That in the preparation of the annual accounts for the financial year ended 31st March 2013; the applicable accounting standards have been followed ;

ii) That they have selected such accounting policies and applied them consistently and made judgments, and estimate that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company attheendoffinancialyearand of the profit of the Companyforthe year under review;

iii) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting Fraud and other irregularities.

iv) That they have prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS

Your Company has not accepted any Public deposit within the meaning of section 58A of the Companies Act 1956, read with the Companies (Acceptance of Deposit) Rules, 1975

COMPANIES RULES 1988 (DISCLOSURE OF PARTICULARS IN THE REPORTS OF BOARD OF DIRECTORS)

As the Company is not engaged in any manufacturing activities, hence provisions of section 217(1 )(e) of the Companies Act, 1956 read with the Companies Rules, 1988 are not applicable to the Company. Further there wasneitherinflownoroutflowofforeignexchangeduringtheyear.

PARTICULARS OF EMPLOYEES

The Company did not have any employee, during the year drawing remuneration attracting the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975.The company continued to have cordial and harmonious relations with employees.

HUMAN RESOURCES DEVELOPMENT

Your Company believes that nurturing and development of human capital is of key importance for its operations, The HR policies and procedures of your Company are geared up towards this objective. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

AUDITORS

The auditors, M/s R.S. Bansal & Company, Chartered Accountants, Indore retire and being eligible offers themselves for re-appointment. Comments oftheAuditors in their report and notes forming part oftheAccounts are self-explanatory and need no comments.

AUDITORS REPORT

The auditors report to the shareholders on the Accounts of the Company for the financial year 31st March 2013 does not contain any qualification or adverse remark.

SECRETARIAL COMPLIANCE CERTIFICATE

As per the requirement of provision of section 383A of the Companies Act, 1956, the company appointed M/s. L.N.Joshi & Co., Company Secretaries and obtained a Secretarial Compliance Certificate which is annexed herewith.

CODE OF CONDUCT

The company has laid-down a code of conductfor all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct. The code of conduct has posted on website of the company i.e www.swastika.co.in

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CEO certification are annexed hereto and form part of the report.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges a Audit Committee Comprises of CAVinod Gupta, Shri C.R. Doshi and , Shri R.L. Bhutda.

DEPOSITORY SYSTEM

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid.

INSURANCE

The Company''s assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time The Company has also taken insurance cover for any claims /losses arising out of its core business of security broking.

GREEN INITIATIVES IN THE CORPORATE GOVERNANCE

In order to reduce cost of posting and speedy delivery of documents, service of documents through electronic mode has been permitted undersection 53 of the Companies Act, 1956 in place of service of document under certificate of posting. Similarly, to reduce the consumption of papers and speedy secure delivery, service of copies of Balance Sheets and Auditors Report etc., to the members of the company as required under section 219 of the Companies Act, 1956 has been allowed to be served through electronic mode by capturing their e- mail addresses available with the depositories or by obtaining directly from the shareholders.

LISTING OF THE SHARES

Equity shares of the company are listed on Bombay Stock Exchange Ltd., Mumbai and company has paid annual Iistingfeeforfinancialyear2013-2014.

ACKNOWLEDGEMENT

The Directors place on record their gratitude to the government, regulators, stock exchanges, other statutory bodies, customers, business partners and the company''s bankers for the assistance, co-operation and encouragement they extended to the company. The Directors also place on record their sincere appreciation of the employees for their continuing support and dedicated efforts made in ensuring and excellent all-round operational performance. Last but not the least; the directors would like to thank valuable shareholders for their co-operation, support and contribution. We look forward to their continued support and co-operation in the future.

For & on behalf of the Board of Directors

Place : lndore Sunil Nyati Anita Nyati

Date : 14.05.2013 Managing Director Whole Time Director

---

Mar 31, 2012

The Directors have immense pleasure in presenting the 20th Annual Report of the Company and the Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS (Amount in Rs.Lacs)

PARTICULARS 31.03.2012 31.03.2011

Total Income 1340.25 2479.44

Profit before exceptional and extraordinary items and tax 87.61 222.24

Exceptional Items 2.29 4.51

Profit before extraordinary items and tax 89.90 226.75

Less: Extraordinary Items - -

Profit before tax 89.90 226.75

Less : Provision for Taxation

Current tax 36.25 67.78

Deferred Tax (7.54) (4.88)

Profit for the Year 61.19 163.85

Amount Transferred to General Reserve 50.00 125.00

Earning per Share Basic 2.07 5.54

This year under review was challenging on many fronts. Due to sluggishness in overall capital market this financial year company could achieve total income of Rs. 1340.2 5 Lacs and earned net profit after tax of Rs. 61.19 Lacs in comparison to previous financial year's total income of Rs. 2479.44 Lacs and net profit after tax of Rs. 163.85 Lacs.

STANDALONE FINANCIAL STATEMENT

The Ministry of Corporate Affairs (MCA) vide notification No.S.0.447(E) dated 28th February, 2011 amended the existing Schedule VI to the Companies Act, 1956. The Revised Schedule VI is applicable from financial year commencing from 1st April, 2011. The Financial Statements of your company for the year ended 31st March, 2012 have been prepared in accordance with the Revised Schedule VI and accordingly, the previous year's figures have been reclassified/ regrouped to confirm to this years classification.

SUBSIDIARY COMPANY AND CONSOLIDATION OF ACCOUNTS

The Ministry of Corporate Affairs has vide its circular dated 8th February 2011, had granted general exemption to companies from attaching to their balance sheet, the accounts and other documents of their subsidiary

companies, subject to fulfill of specified conditions. In view of this general exemption and being in compliance with the conditions thereof, the accounts and other documents of the company's subsidiaries are not attached to the Annual report of the company. The consolidated financial statement of the Company, which includes the financial information of all its subsidiaries (i.e. Swastika Commodities Private Limited, Swastika Fin-mart Private Limited, Swastika Insurance Services Limited) are forming part of this Annual Report.

The Annual accounts and financial statements of the Subsidiary companies of your company and related detailed information shall be made available to members on request and are open for inspection at the Registered office of your company.

DIVIDEND

In spite of nominal profit, your Directors are pleased to recommend a final dividend of 10% on the equity shares i.e.Rs. 1/- per Equity Share of face value Rs.10/- subject to approval of the members in ensuing Annual General Meeting.

DIRECTORS

In accordance with the provision of the Companies Act, 1956 and as per Article 128 of Articles of Association of the Company Mr. Anil Nyati and Mr. C.R.Doshi Directors of the Company, retire by rotation and being eligible offer themselves for reappointment in ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors' Responsibility Statement, your directors hereby confirm:

i) That in the preparation of the annual accounts for the financial year ended 31st March 2012; the applicable accounting standards have been followed ;

ii) That they have selected such accounting policies and applied them consistently and made judgments, and estimate 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 financial year and of the profit of the Company for the year under review;

iii) That they 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) That they have prepared the annual accounts on a going concern basis.

PUBLIC DEPOSITS

Your Company has not accepted any Public deposit within the meaning of section 58Aof the Companies Act 1956, read with the Companies (Acceptance of Deposit) Rules, 1975.

COMPANIES RULES 1988 (DISCLOSURE OF PARTICULARS IN THE REPORTS OF BOARD OF DIRECTORS)

As the Company is not engaged in any manufacturing activities, hence provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies Rules, 1988 are not applicable to the Company. Further there was neither inflow nor outflow of foreign exchange during the year.

PARTICULARS OF EMPLOYEES

The Company did not have any employee, during the year drawing remuneration attracting the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975.The company continued to have cordial and harmonious relations with employees.

HUMAN RESOURCES DEVELOPMENT

Your Company believes that nurturing and development of human capital is of key importance for its operations. The HR policies and procedures of your Company are geared up towards this objective. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

AUDITORS

The auditors, M/s R.S. Bansal & Company, Chartered Accountants, Indore retire and being eligible offers themselves for re-appointment in ensuing Annual General Meeting.

AUDITORS REPORT

The auditors report to the shareholders on the Accounts of the Company for the financial year ending on 31st March 2012 does not contain any qualification or adverse remarks, which is self explanatory and need no comments.

SECRETARIAL COMPLIANCE CERTIFICATE

As per the requirement of provision of section 383A of the Companies Act, 1956, the company appointed M/s L.N.Joshi & Co., Company Secretaries and obtained a Secretarial Compliance Certificate, which is annexed herewith.

CODE OF CONDUCT

The company has laid-down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct. The code of conduct has been posted on website of the company i.e www.swastika.co.in.

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CEO certification are annexed hereto and form part of this Annual Report.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges, the Audit committee Comprises of CAVinod Gupta, Shri C.R. Doshi and Shri R.L. Bhutda.

DEPOSITORY SYSTEM

Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company's shares on either of the Depositories mentioned as aforesaid.

INSURANCE

The Company's assets are adequately insured against the loss of fire and other risks, as considered necessary by the Management from time to time .The Company has also taken insurance cover for any claims /losses arising out of its core business of security broking.

GREEN INITIATIVES IN THE CORPORATE GOVERNANCE

In order to reduce cost of posting and speedy delivery of documents, service of documents through electronic mode has been permitted under section 53 of the Companies Act, 1956 in place of service of documents under certificate of posting. Similarly, to reduce the consumption of papers and speedy secure delivery, service of copies of Balance Sheets and Auditors Report etc., to the members of the company as required under section 219 of the Companies Act, 1956 has been allowed to be served through electronic mode by capturing their e- mail addresses available with the depositories or by obtaining directly from the shareholders.

LISTING OF THE SHARES

Equity shares of the company are listed on Bombay Stock Exchange Ltd., Mumbai and company has paid annual listing fee for financial year2012-2013.

ACKNOWLEDGEMENT

The Directors place on record their gratitude to the government, regulators, stock exchanges, other statutory bodies, customers, business partners and the company's bankers for the assistance, co-operation and encouragement they extended to the company. The Directors also place on record their sincere appreciation of the employees for their continuing support and dedicated efforts made in ensuring and excellent all-round operational performance. Last but not the least; the directors would like to thank valuable shareholders for their co-operation, support and contribution. We look forward to their continued support and co-operation in the future.

For & on behalf of the Board of Directors

Swastika Investmart Limited

Place : Indore Sunil Nyati Anita Nyati

Date :28.05.2012 Managing Director Whole Time Director

---

Mar 31, 2010

The Directors have immense pleasure in presenting the 18th Annual Report of the Company and the Audited Accounts for the financial year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS (Amount in Rs. Lacs.)

PARTICULARS 31.03.2010 31.03.2009

Total Income 1635.51 1012.36

Profit before Depreciation, Interest, Tax 392.91 146.85

Less: Depreciation 64.28 58.88

Interest 3.19 12.64

Profit before Taxation 325.42 75.33

Less : Provision for Taxation

Current tax 108.94 26.42

Fringe Benefit Tax 0.00 2.14

Wealth Tax 0.00 0.05

Deferred Tax 1.01 0.15

STT not Utilized 0.00 0.00

Net Profit 215.46 46.57

Less: Income Tax for Earlier Year 0.27 (0.40)

Add: Balance brought forward from Last Year 44.25 57.37

Amount available for appropriation 260.00 103.54

Appropriations:

Transfer to General Reserve 150.00 25.00

Dividend® 10% 29.60 29.3

Dividend Distribution Tax 5.03 4.98

Surplus carried to Balance Sheet 75.37 44.26

Companys performance over the years on various financial parameters

The Indian economy is back on track and poised to grow by 7.2% in 2009-10, higher than 6.7% in the previous year. During the fiscal year ended 31st March 2010, company has registered net profit of Rs. 215.46 Lacs in comparison to previous years net profit of Rs. 46.56 Lacs.

DIVIDEND

Looking at the consistent growth in performance, your Directors are pleased to recommend a final dividend of 10% on the equity shares i.e. Re. 1 /- per Equity Share of face value Rs. 10/- subject to Approval of the members in ensuing Annual General Meeting.

DIRECTORS

Mr. Anil Nyati ceased from the post of Executive Director of the Board due to his resignation, however he will be continue as Director of the Company. The Board placed on record its deep sense of appreciation for the services rendered by Mr. Anil Nyati as an executive director of the Board.

Further Mr. Sunil Nyati, Managing Director of the Company has been reappointed for further period of three years with effect from 15th June, 2010 subject to approval of the members in ensuing annual general meeting.

In accordance with the provision of the Companies Act, 1956 and as per Article 128 of Articles of Association of the Company Shri Chain Raj Doshi, Shri Vinod Gupta and Shri Tarun kumar Baldua retire from the Board of Directors by rotation and they are eligible to offer themselves for reappointment in ensuing Annual General Meeting.

Companies rules 1988 (Disclosure of particulars in the reports of Board of Director)

As the Company is not engaged in any manufacturing activities, hence provisions of section 217 (1) (e) of the Companies Act, 1956 read with the Companies Rules, 1988 are not applicable to the Company. Further there was neither inflow nor outflow of foreign exchange during the year.

PUBLIC DEPOSITS

Your Company has not accepted any Public deposit within the meaning of section 58A of the Companies Act 1956, read with the Companies (Acceptance of Deposit) Rules, 1975

PARTICULARS OF EMPLOYEES

In accordance with the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975, the name and other particulars of employees are to be set out in the directors report , as an addendum thereto. However, as per the provisions of section 219(1)(b)(iv) of the Companies Act, 1956 , the report and accounts as set out therein, are being sent to all the members of the Company excluding the aforesaid information about the employees. Any member, who is interested in obtaining such particulars about employee, may write to the Company at the Registered Office of the Company and same will be sent by post.

HUMAN RESOURCES DEVELOPMENT

Your Company believes that nurturing and development of human capital is of key importance for its operations, The HR policies and procedures of your Company are geared up towards this objective. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

AUDITORS

The auditors M/s M.B. Ladha & Company, Mumbai are retiring and have informed that they do not wish to seek re-election as auditors at the ensuing Annual General Meeting. The Board records its sincere appreciation and fruitful association had with M/s M.B. Ladha & company, Chartered Accountants.

A Special notice has been received from member proposing the appointment of M/s. R.S. Bansal & Company, Chartered Accountants, Indore as Statutory Auditors of the Company to hold office up to the conclusion of next Annual general meeting.

AUDITORS REPORT

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and do not require any explanation.

SECRETARIAL COMPLIANCE CERTIFICATE

As per the requirement of provision of section 383A of the Companies Act, 1956, the company appointed M/s LN.Joshi & Co., Company Secretaries and obtained a Secretarial Compliance Certificate which is annexed herewith.

SUBSIDIARY COMPANY

Your companys subsidiary, Swastika Commodities Private Limited (SCPL) is registered with National Commodities and Derivative Exchange Limited and Multi Commodities Exchange Limited .For the year ended 31st March, 2010 SCPL has reported profit of Rs. 15.45 lacs in comparison to previous years net profit of Rs. 7.43 lacs. Further Audited accounts of SCPL together with the reports of Directors and Auditors and statement thereon are attached to this annual report, as required under section 212 of the companies act, 1956. Further two other subsidiary companies of the Company viz M/s Swastika Insurance Services Limited and Swstika Finmart Private Limited have not started any business operation as these were incorporated in financial year 2009-2010..

CONSOLIDATION OF ACCOUNTS

The audited Consolidated Accounts and cash flow statement, comprising of Swastika Investmart Limited and its subsidiary company Swastika Commodities Private Limited, Swastika Insurance Sevices Limited and Swastika Fin-Mart Private Limited are annexed to this Annual Report. The auditors report on the consolidation accounts is also attached. The consolidated accounts have been prepared in accordance with the accounting standards prescribed by the Institute of Chartered Accountants of India in this regard.

CODE OF CONDUCT

The company has laid-down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct. The code of conduct has posted on website of the company i.e. www.swastika.co.in

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CEO certification are annexed hereto and form part of the report.

DEPOSITORY SYSTEM

Your Companys shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Companys shares on either of the Depositories mentioned as aforesaid.

INSURANCE

The Companys assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time The Company has also taken insurance cover for any claims /losses arising out of its core business of security broking.

DIRECTORS RESPONSIBILITIES STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, your directors hereby confirm:

I) That in the preparation of the annual accounts for the financial year ended 31st March 2010; the applicable accounting standards have been followed;

II) That they have selected such accounting policies and applied them consistently and made judgments, and estimate 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 financial year and of the profit of the Company for the year under review;

III) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting Fraud and other irregularities.

(IV) That they have prepared the annual accounts on a going concern basis.

LISTING OF THE SHARES

Equity shares of the company are listed on Bombay Stock Exchange Ltd., Mumbai and company has paid annual listing fee for financial year 2010-2011.

ACKNOWLEDGMENT

The Directors place on record their gratitude to the government, regulators, stock exchanges, other statutory bodies, customers, business partners and the companys bankers for the assistance, co-operation and encouragement they extended to the company. The Directors also place on record their sincere appreciation of the employees for their continuing support and dedicated efforts made in ensuring and excellent all-round operational performance. Last but not the least; the directors would like to thank valuable shareholders for their co-operation, support and contribution. We look forward to their continued support and co-operation in the future.

For and on behalf of the Board of Directors

Place: Mumbai Sunil Nyati Anita Nyati

Date : 29.05.2010 (Managing Director) (Director)