R K Swamy Ltd Directors Report

To the Members,

The Board of Directors of the Company have the privilege to present the 52^nd Directors Report for R K SWAMY Limited for the Financial Year ended March 31, 2025.

FINANCIAL PERFORMANCE AND OPERATIONAL HIGHLIGHTS

The Company is one of the leading Integrated Marketing Services groups in India, offering a single-window solution for Creative, Media, Data Analytics and Market Research Services. The Companys various service disciplines are well accepted and each of them offers opportunities for growth. The Company derived almost 75% of its consolidated revenues from Digital services. During the year, the Company has undertaken innumerable projects for over 500+ Clients. The nature of services rendered and work accomplished can be seen at www.rkswamy.com; www.hansaresearch.com and www.hansacequity.com. The Company derives its revenues from the marketing budgets of leading Private Companies, major Institutions of India, Public Sector enterprises, multinational companies and a host of ambitious Indian brands. The marketing budgets of these organizations get refreshed every year, a rich stream. The past few quarters have been very busy on-boarding clients, commissioning a new Customer Experience Centre with 600 additional seats, a capacity increase of nearly 50% and another 346 calling stations to our Computer-Aided-Telephonic-Interviews facility, an increase in capacity of 86%. This investment in Marketing Infrastructure is expected to be progressively filled by our clients. The R K SWAMY Centre for Study of Indian Markets (CSIM) was launched to conduct relevant and targeted studies, to shed light on the nuances of the Indian market. CSIM is committed to launching path-breaking initiatives at scale, covering important areas like Media Impact, Behaviour and Interaction with Digital platforms, Consumer Communities, and other crucial aspects of Marketing and Communications. With plans to conduct category-specific large scale studies, it aims to be the go-to source for information and insights about the Indian market for leading marketers. The Company has announced the launch of its Brand and Marketing Consulting Group, with a full team in place. This service will be different and relevant, since it combines multiple disciplines under one roof – Brand Strategy, Digital experience, Communications, Data Analytics and Consumer Insights. The company has done copious work in each of these areas. a) Financial Results Highlights

The Companys performance during the Financial Year ended March 31, 2025, as compared to the previous Financial Year is summarized below: Amount in Rs. Lakhs

	Standalone		Consolidated
Particulars	For the Financial Year ended March 31, 2025	For the Financial Year ended March 31, 2024	For the Financial Year ended March 31, 2025	For the Financial Year ended March 31, 2024
Revenue from Operations	11,954.71	16,213.62	29,428.65	33,151.56
Other Income	1,450.45	277.08	1,186.60	387.59
Total Income	13,405.16	16,490.70	30,615.25	33,539.15
Operating Expenses	4,042.15	5,643.53	8,093.19	9,886.88
Gross Margin^	7,912.56	10,570.09	21,335.46	23,264.68
Earnings before interest, tax,
	2,458.79	4,843.74	4,140.58	7,428.50
depreciation & amortization (EBITDA)
Finance Costs, Depreciation and
	783.41	1,296.63	1,663.74	2071.59
Amortization expenses
Profit Before Tax	1,675.38	3,547.11	2,476.84	5356.91
Less: Tax	322.26	896.50	610.82	1,384.43
Profit After Tax	1,353.12	2,650.61	1,866.02	3,972.48
Earning per equity share:
	2.68	5.91	3.70	8.86
Basic & diluted

b) Business and Financial Performance

Consolidated Total Income for the Financial Year 2024-25 was Rs. 30,615.25 Lakhs, as compared to Rs. 33,539.15 Lakhs for Financial Year 2023-24. The decline in Total Income is attributable to a few significant projects and undertakings in the previous year which were non-recurring in nature.

Pursuant to various cost initiatives and lower volumes, the Operating Expenses were lower by 18%. Consequently Earnings before interest, tax, depreciation and amortization for the Financial Year 2024-25 stood at Rs. 4,140.58 Lakhs, as compared to Rs. 7,428.50 Lakhs for Financial Year 2023-24. Finance Costs were lower as the Company is debt free. Resultantly, the Profit Before Tax for the Financial Year 2024-25 was Rs. 2,476.84 Lakhs, as compared to Rs. 5,356.91 Lakhs for Financial Year 2023-24. Profit after Tax for the Financial Year 2024-25 was Rs. 1,866.02 Lakhs, as compared to Rs. 3,972.48 Lakhs for Financial Year 2023-24. During the year under review, there was no change in the nature of business of the Company.

No material changes or commitments have occurred between the end of the financial year and the date of this Report, which affect the Financial Statements.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34 read with Schedule V(B) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), report on Management Discussion and Analysis (‘MD&A) is given below: The Company is one of the leading Integrated Marketing Services groups in India, offering a single-window solution for Creative, Media, Customer Data Analytics and Market Research Services. The Company has a track record of over five decades, and works with leading private companies/groups, major institutions of India, Public Sector Enterprises, Multinational companies and a host of ambitious Indian brands. Driven by its Clients continuous demand for more effective and efficient Marketing Services, the Company pursues a contrarian strategy by providing a comprehensive range of services under single operating segment.

The Companys results of operations and key business metrics are subject to quarterly variations. Historically, the company records an increase in revenue from operations in third and fourth quarters (October to March).

The Company operates in a professional services space and recognizes that talent is critical to deliver a high level of services to its clients. The Company had employed over 2800 associates as of March 31, 2025.

a) Opportunities and Threats

The addressable market for overall marketing services in India is expected to reach a range of Rs 3,500-3,750 billion by the end of FY 2028 at a CAGR of 12.5%-14.5%. This provides the Company an opportunity to leverage its capability for growth. At the same time the industry is significantly competitive with numerous established agencies (including multinational corporations). Amid intense competition, it is crucial to attract, retain, and help grow talented employees, which can have an impact on profit margins. b) Outlook

India has demonstrated economic resilience, emerges as a symbol of optimism and become the worlds Fourth-largest economy and expected to continue leading as the fastest-growing major economy. Indias GDP remains strong and expected to grow by 6.2% as per IMF GDP forecasts for 2025. c) Risk and concerns

The Company has constituted a Risk Management Committee as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of which are provided in the Report on Corporate Governance. Foreseeable risks that the Company may encounter and concerns have been addressed in a documented Risk Management Policy which is reviewed by the Risk Management Committee and the Board from time to time. d) Internal control systems and their adequacy

The Company has laid down adequate internal financial controls commensurate with the scale, size and nature of the business of the Company. The Company has in place adequate policies and procedures for ensuring the orderly and effective control of its business, including adherence to the Companys policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. Effectiveness of internal financial controls is ensured through management reviews, controlled self-assessment and independent testing by the internal and statutory auditors of Company.

During FY 2024-25, the management has assessed the effectiveness of the Internal Control over Financial Reporting and has determined that this is effective.

e) Key Financial Ratios

The required details of significant changes (25% or more) in the key financial ratios for the Financial Year 2024-25 as compared to the previous financial year are as follows:

Ratio	Unit	FY 24-25	FY 23-24	Reason for change
Return on Capital Employed	%	7.23	16.94	The decrease is mainly due to lower profits
Return on Net-worth	%	5.41	11.79	in attributable to a few significant projects
				and undertakings in the previous year which
Net profit margin	%	6.10	11.84	were non-recurring in nature.
				The interest coverage ratio has significantly
Interest coverage ratio	times	703.86	16.66
				increased as the company become debt free.

 

f) Key Performance Indicators (KPIs)
Key financial metrics	Unit	As at / For FY 2025	As at / For FY 2024
Revenue from Operations	(in Rs. lakhs)	29,428.65	33,151.56
Revenue Growth	%	(11.23)	13.29
Total Income	(in Rs. lakhs)	30,615.25	33,539.15
Total Income Growth	%	(8.72%)	11.81
EBITDA	(in Rs. lakhs)	4,140.58	7,428.50
EBITDA Margin on Total Income	%	13.52	22.15
Profit after tax	(in Rs. lakhs)	1,866.02	3,972.48
Profit after tax margin on Total Income	%	6.10	11.84
Return on Capital Employed (RoCE)	%	7.23	16.94
Return on Net worth (RoNW)	%	5.41	11.79
Key operational metrics	Unit	As at / For FY 2025	As at / For FY 2024
Top 10 Clients
Revenue from Operations	%	47.92	43.15
Average revenue per Client	(in Rs.lakhs)	1,410.37	1,430.33
Top 50 Clients
Revenue from Operations	%	76.07	73.83
Average revenue per Client	(in Rs. lakhs)	447.74	489.51
Revenue from Operations per FTE	(in Rs. lakhs)	16.98	19.26
Integrated Marketing Communications
Release orders	(Number)	8,959	7,472
Campaigns	(Number)	1,853	963
Videos Produced	(Number)	957	1,664
Customer Data Analytics and MarTech
Unique customer profiles	(Number)	166,702,318	246,477,872
Private cloud infrastructure	(Number)	96.40 terabytes	103.54 terabytes
One-to-one customer intelligence campaigns	(Number)	7,751,845,934	3,862,190,284
Voice calls	(Number)	42,294,771	30,986,052
Digital Queries (Online Reputation
	(Number)	11,25,777	6,87,023
Management ("ORM")/Chat/E- Mail)
Full-Service Market Research
Depth interviews	(Number)	3,089	4,766
Group Discussions	(Number)	3,712	2,702
Quant Interviews	(Number)	4,99,124	4,49,912
Computer aided telephonic interviews ("CATI")	(Number)	22,18,665	22,11,302
Panel	(Number)	1,04,993	65,317
Total Interviews	(Number)	28,29,583	27,33,996

APPROPRIATIONS & DIVIDEND

The Board of Directors at their meeting held on May 21, 2025, have recommended payment of Rs. 1.50 (30%) per equity share having a face value of Rs. 5 each as final dividend for the Financial Year 2024-25. This recommendation is subject to the approval of the shareholders at the ensuing Annual General Meeting (‘AGM) of the Company and will be payable to those shareholders whose names appear in Register of Members/Beneficiary Position statement as on the Record date.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, the dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source as per applicable tax rates.

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Company has adopted Dividend Distribution Policy. The Dividend Distribution policy is available on the website of the Company at https://www.rkswamy.com/pdf/03_Dividend_Distribution_Policy.pdf The Company does not have any dividend which remained unpaid or unclaimed for a period of seven years or more, accordingly no amount is required to be transferred to the Investor Education & Protection Fund (IEPF). The Board has decided to retain the entire amount of profit for Financial Year 2024-25 appearing in the Statement of Profit & Loss and no amount has been transferred to General Reserves.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance with Certificate from M/s S Dhanapal & Associates, Company Secretaries as stipulated under the SEBI Listing Regulations forms part of this Annual Report.

SHARE CAPITAL

The Authorised capital of the company is Rs. 30,00,00,000 and the paid up capital of the Company is Rs. 25,23,86,205 comprising of Equity shares of face value Rs. 5 each. There was no change in the authorised and paid up share capital during the year.

SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

The Company has seven wholly owned subsidiaries/step down subsidiaries including two overseas subsidiaries based in Dubai and Bangladesh as on date of this report. Out of the subsidiaries, Hansa Research Group Private Limited (engaged in the business of providing Full Service Market Research), Hansa Customer Equity Private Limited and Hansa Direct Private Limited (engaged in the business of Customer Data Analytics and MarTech) are the material subsidiaries of the Company. There are no material changes in the nature of the business of the subsidiaries during the year.

The Companys Policy for determining material subsidiaries is available on the Companys website at https://www.rkswamy.com/pdf/08_Policy_for_Determining_Material_Subsidiaries.pdf A separate statement containing the salient features of financial statements of subsidiaries of the Company in the prescribed Form AOC-1 forms a part of Consolidated Financial Statements, in compliance with Section 129(3) of the Act read with the Rules issued thereunder.

In accordance with Section 136 of the Act and the SEBI Listing Regulations, copies of the standalone and consolidated financial statements of the Company and the separate audited financial statements in respect of each of the subsidiary companies are open for inspection and are also available on the website of the Company at https://www.rkswamy.com/regulatory-disclosure.html Further, contribution of subsidiary companies to the overall performance of the Company has been outlined in Note No. 41 of the Consolidated Financial Statements of the Company. The Company did not have any joint venture or associate companies during the year or at any time after the closure of the year and till the date of the report.

ROYALTY

Hansa Vision India Private Limited, (HVIPL) a Promoter Group Company holds the trademark registrations for Brands– ‘R K SWAMY, ‘Hansa and the ‘Hansa Bird Logo. HVIPL has granted a license to R K SWAMY Limited and its subsidiaries, to use the Brand R K SWAMY, HANSA and the HANSA Bird Logo for their business. HVIPL has a right to demand a royalty of an amount not exceeding 0.5% of the Consolidated Net Revenue from operations for the Financial Year from R K SWAMY Limited. HVIPL has waived its right to demand royalty till the Financial Year 2026-2027.

PUBLIC DEPOSITS

During the year, the Company had not accepted any deposits within the meaning of the provisions of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on Materiality of and dealing with Related Party Transactions (‘RPT Policy), which is available on the website of the Company at https://www.rkswamy.com/pdf/09_Policy_on_Materiality_of_and_dealing_with_Related_Party_Transactions.pdf All contracts, arrangements and transactions entered by the Company with related parties during Financial Year 2024-25 were in the ordinary course of business and at arms length. Certain transactions, which were repetitive in nature, were approved through the omnibus route.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act nor were material as per the SEBI Listing regulations. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable for the Financial Year 2024-25 and hence does not form part of this Report.

All applicable related party transactions entered during the year were reported to the Audit Committee on a regular basis as required under the Act and SEBI Listing Regulations. The disclosure on related party transactions as per IND AS 24 has been provided under Notes in the financial statements of the Company.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as below:

(A) Conservation of energy

Steps taken or impact on conservation of	Being a service company, the expenditure on energy is
energy	minimal.
Steps taken by the Company for utilizing	The company has endeavoured to create an internal
alternate sources of energy	awareness on energy conservation.
Capital investment on energy conservation	No capital investment has been made on energy conservation
equipment	equipment.
(B)Technology absorption:
Efforts made towards technology absorption	At the core of our business operations lies a robust reliance
	on cutting-edge technology tools that drive our marketing
	strategies, client engagement, and data-driven decision-making.
	From advanced analytics platforms to automated campaign
	management systems and AI-powered customer insights,
Benefits derived like product improvement,	technology continues to shape the way we deliver value. Our
cost reduction, product development or	investments in digital infrastructure enable us to remain agile,
import substitution	scalable, and competitive in a dynamic market, ensuring that
	we meet client expectations with precision and innovation.
	The Company has been progressively embracing technology
	and digitization to create content and automate its processes.
In case of imported technology (imported during the last three years reckoned from the beginning of the
Financial Year):
Details of technology imported	Nil
Year of import	Not Applicable
Whether the technology has been fully absorbed	Not Applicable
If not fully absorbed, areas where absorption
	Not Applicable
has not taken place, and the reasons thereof
Expenditure incurred on Research and
	Nil
Development

 

(C) Foreign exchange earnings and Outgo
	Amount in Rs Lakhs
Particular	FY 2024-2025	FY 2023-2024
Actual Foreign Exchange earnings	4.77	215.11
Actual Foreign Exchange outgo	97.64	166.14

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of Act, the draft Annual Return as on March 31, 2025 is available on Companys website https://www.rkswamy.com/pdf/RKS_Annual_Return_FY_24-25.pdf

PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES

The particulars of investments, loans, guarantees and securities as per Section 186 of the Act are set out in Note no (7), (8) and (36) of the standalone financial statements of the Company.

ACQUISITION OF EVANSTONS STAKE BY PROMOTERS OF THE COMPANY

On December 27, 2024, Evanston Pioneer Fund LP (‘Evanston), transferred its entire holding of 17,95,806 equity shares (3.56%) in the Company through an off-market sale to Srinivasan K Swamy (11,48,553 equity shares (2.28%) ) and Narasimhan K Swamy (6,47,253 equity shares (1.28%)), both Promoters of the Company.

Further in accordance with the Shareholders Agreement and following Evanstons complete divestment of its stake in the Company, Dr. Pattabhi K Raman stepped down as Evanstons Nominee on the Board of the Company effective December 27, 2024.

The pre-post shareholding pattern of the Promotor Group is given below:

Shareholding Pattern of
Promotor Group	Before acquisition		After acquisition
Categories	No of shares	% holding	No of shares	% holding
Promoters
- Srinivasan K Swamy	1,54,58,987	30.63%	1,66,07,540	32.90%
- Narasimhan K Swamy	1,59,60,287	31.62%	1,66,07,540	32.90%
Other Promoter Group members	19,20,360	3.80%	19,20,360	3.80%
Total Promoter & Promoter Group	3,33,39,634	66.05%	3,51,35,440	69.61%

MATTERSRELATEDTODIRECTORS,KEYMANAGERIALPERSONNEL&SENIORMANAGEMENT

a) Board of Directors

As on March 31, 2025, the Board of Directors of the Company comprised of the following:

Name of Director	Designation
Srinivasan K Swamy (DIN 0505093)
1.	Executive Group Chairman
(Also known as Sundar Swamy)
Narasimhan K Swamy (DIN 0219883)
2.	Managing Director & Group CEO
(Also known as Shekar Swamy)
3. Sangeetha Narasimhan (DIN 07050848)	Whole-time Director & CEO
4. Siddharth S Swamy (DIN 09400286)	Non-Executive Director
5. Nalini Padmanabhan (DIN 01565909)	Independent Director
6. Rajiv Vastupal Mehta (DIN 00647906)	Independent Director
7. T T Srinivasaraghavan (DIN 00018247)	Independent Director
8. Sunil Sethy (DIN 00244104)	Independent Director

i. The shareholders of the Company approved the change in designation of Srinivasan K. Swamy from Chairman and Managing Director to Executive Group Chairman, and Narasimhan K. Swamy from Group CEO and Whole-time Director to Managing Director and Group CEO through a Special Resolution passed through postal ballot effective from July 1, 2024; ii. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Sangeetha Narasimhan as CEO, in addition to her current position as Whole-time Director; iii. Consequential to divestment of Evanston Pioneer Fund LPs investment in the Company, Dr. Pattabhi KothandapaniRamanceasedtobetheNomineeDirectorappointedbythemontheBoardoftheCompanyeffective December 27, 2024; iv. Based on the recommendation of the Nomination and Remuneration Committee, the Board appointed Siddharth S. Swamy as an Additional Director (Non-executive) of the Company on February 12, 2025. Subsequently, the shareholders, through a postal ballot on March 23, 2025, approved the regularization of Siddharth S. Swamys appointment as a Director (Non-Executive) of the Company. v. The details of Committee are included in the Corporate Governance Report which forms part of this report.

b) Key Managerial Personnel & Senior Managerial Personnel

The Key Managerial Personnel (KMP) of the Company (other than Directors) and Senior Managerial Personnel (SMP) as of March 31, 2025 are listed below:

Name	KMP/SMP	Designation
1. Rajeev Newar	KMP	Group CFO
2. Aparna Bhat	KMP	Company Secretary & Compliance Officer
3. S. Narasimhan	SMP	Chief Digital Officer

i. Rajagopalan Desikan retired as the Company Secretary of the Company w.e.f. close of business hours of November 15, 2024; ii. Aparna Bhat was appointed as the Company Secretary of the Company in addition to her current position as Compliance Officer of the Company with effect from November 16, 2024 c) Retirement by Rotation

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Narasimhan K Swamy whose office is liable to retire by rotation and being eligible, offers himself for reappointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee recommends his reappointment at the Annual General Meeting of the Company.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a) Board Meetings

The Board of Directors met 4 times during the Financial Year ended March 31, 2025 and the meetings held, were in compliance with the provisions of the Act and rules made thereunder. For details of the meetings of the Board and Committee, please refer to the Corporate Governance Report, which forms part of this report.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India.

b) Declaration By Independent Directors

The Company has received the certificate of independence from all the Independent Directors pursuant to Section 149 of the Act and Regulation 16 of the SEBI Listing Regulations, confirming and certifying that they have complied with all the requirements of being an Independent Director of the Company. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct. The Company has also received declarations under Regulation 25(8) of SEBI Listing Regulations from the Independent Directors confirming that there was no existing or anticipation of any circumstances during the year that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, skills, experience and expertise and they hold highest standards of integrity and fulfils the conditions specified in the Act and SEBI Listing Regulations.

c) Board Evaluation

The Board evaluation exercise for the Financial Year 2024-25 was carried out after the closure of Financial Year through a structured evaluation process after seeking inputs from all the Directors on the basis of criteria such as composition of the Board and Committees, experience and competencies, contribution at the meetings and otherwise, independent judgment, etc. The Evaluation of the Board as a whole, Committee, individual Directors, Independent Directors and Chairman was carried out in accordance with the Guidance Note issued by SEBI. The Directors in their evaluation were of the opinion that the affairs of the Board, the conduct of the Board members, the functioning of the Board and Committee, and the conduct of the individual Directors including the Chairperson were effective and satisfactory.

d) Human Capital & Particulars of Employees

The Company focuses on building on its strength and developing capabilities of its employees. During the year the company has undertaken various initiatives to towards developing capabilities, through trainings, nurturing talent and creativity and has taken various steps for maintaining physical and emotional wellbeing of its employees.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure-I.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. However, the Report is being sent to the members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to Secretarial@rkswamy.com

e) Board Committees

The Company has constituted Committees of the Board as per the requirements of the Act and SEBI Listing Regulations. Details of the constitution meetings held, attendance of members and terms of reference of the Committees have been enumerated in the Corporate Governance Report which forms part of this Report. During the year, all recommendations of the Committees of the Board have been accepted by the Board.

f) Nomination Remuneration & Board Diversity Policy

The Board has framed and adopted a Nomination Remuneration and Board Diversity Policy ("NRC Policy") in terms of the Section 178 of the Act. The NRC Policy, inter-alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management employees and other matters as provided under Section 178 of the Act. The remuneration paid to the Directors is as per the terms laid out in the NRC Policy of the Company.

The extract of the terms of reference of the NRC Policy of the Company are provided in the Corporate Governance Report forming part of this Annual Report. The Policy is also available on the website of the Company at https://www.rkswamy.com/pdf/19_Nomination_Remuneration_and_Board_Diversity_Policy.pdf g) Risk Management

The Company recognises that risk is an integral and inevitable part of business and is fully committed to manage the risks in a proactive and efficient manner. The Board of Directors of the Company had formed a Risk Management Committee to frame, implement and monitor the risk management plan of the Company. Further the Company has adopted a Risk Management Policy which provide guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Companys businesses, and is working on a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. The major risks identified by the businesses and functions are systematically addressed through review and mitigating actions on a continuing basis. The Audit Committee has additional oversight in the areas of financial risk and controls. The Risk Management Policy has been uploaded on the website of the Company on website of the company at https://www.rkswamy.com/pdf/risk_management_policy_2025.pdf

h) Corporate Social Responsibility Policy

The Company and Corporate Social Responsibility (CSR) Committee confirms that the implementation and monitoring of the CSR Policy was done in compliance with the CSR objectives and Policy of the Company. The CSR policy formulated by the CSR Committee and approved by the Board, remains unchanged. This has been uploaded on the Companys website at https://www.rkswamy.com/pdf/RKS_CSR_Policy.pdf The Annual Report on CSR activities and details of the composition of the CSR Committee is annexed herewith as Annexure– II and forms a part of this Report

i) Vigil Mechanism/Whistle-Blower

The Company has established a Vigil Mechanism/ Whistle-blower policy at group level covering subsidiary Companies in accordance with the provisions of the Act and the SEBI Listing Regulations. Vigil Mechanism/ Whistle blower policy has been formulated with a view to provide a mechanism for Employees, Directors and other stakeholders of the Company to approach the designated Ombudsperson and/or the Chairperson of the Audit Committee of the Company to report actual or suspected unethical behaviour, fraud or violation of the Companys Code of Conduct/ ethics/ principles and matters specified in the Policy. The Company affirms that in compliance with the Whistle-Blower Policy/ Vigil Mechanism no personnel had been denied access to the Audit Committee. The Vigil Mechanism and Whistle-blower policy is available on the Companys website and can be accessed at https://www.rkswamy.com/pdf/13_Vigil_mechanism_and_Whistle_Blower_Policy.pdf

AUDITORS AND REPORTS

a) Statutory Auditors & Audit Report

M/s. CNK & Associates LLP (Firm Registration No -101961W), Chartered Accountants, were appointed as Statutory Auditors of the Company, in place of retiring Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants for a term of five consecutive years from the conclusion of 51^st Annual General Meeting held in the year calendar year 2024 till the conclusion of 56^th Annual General Meeting of the Company to be held in the calendar year 2029 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors based on the recommendation of the Audit Committee. The Statutory Auditors have issued an unmodified opinion on the financial statements for the Financial Year 2024-25. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors confirmed that they were eligible to continue as Statutory Auditors of the Company for Financial year 2025-2026 in accordance with the conditions prescribed in Section 139 and Section 141 of the of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 as amended and updated till date and the Chartered Accountants Act, 1949 and rules and regulations made thereunder.

b) Maintenance of Cost Records

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities of the Company

. c) Secretarial Audit & Secretarial Auditors

M/s. S Dhanapal & Associates LLP, Practicing Company Secretaries were appointed as the Secretarial Auditors of the Company and its material subsidiaries Hansa Research Group Private Limited and Hansa Customer Equity Private Limited for the Financial Year 2024-25.

The Secretarial Auditors Report of the Company for the year under review in prescribed form MR-3 is annexed to this Report as Annexure – III-A and forms a part of this Report.

Pursuant to Regulation 24A (1) of the SEBI Listing Regulations, the Secretarial Audit Reports of the Companys two unlisted material subsidiaries i.e. Hansa Customer Equity Private Limited and Hansa Research Group Private Limited are attached as Annexure-III-B & Annexure-III-C respectively and forms a part of this Report.

The Secretarial Audit Report of the Company and the Reports of its unlisted material subsidiaries do not contain any qualification, reservation, adverse remark or disclaimer.

Further, pursuant to the recent amendment in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, the Audit Committee and the Board have recommended to the shareholders the appointment of S Dhanapal & Associates LLP as the Secretarial Auditor of the Company for a term of five consecutive years, from FY 2025-26 to FY 2029-30. The approval of the shareholder is being sought for their appointment at the forthcoming Annual General Meeting.

d) Internal Auditor

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, M/s. ASA & Associates LLP, Chartered Accountants were appointed as the Internal Auditor to conduct audit for the year under review. The Internal Auditor of the Company reports functionally to the Audit Committee of the Company, which reviews and approves the annual internal audit plan for the Company.

e) Reporting of Frauds By Auditors Under Section 143(12)

There were no instances of reporting of frauds by the Auditors of the Company under Section 143 (12) of the Act read with Companies (Accounts) Rules, 2014.

f) Audit Trail

The Auditors have reported that the Company has complied with the Audit trail requirements as required under Rule 3(1) of the Companies (Accounts) Rules, 2014 and reported under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of Audit trail.

PREVENTION OF SEXUAL HARASSMENT

The Company is committed to provide a safe and healthy environment for its employees to work without any fear or gender bias and has an approach of zero tolerance for sexual harassment at work place. It has constituted an Internal Committee and has a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at workplace (‘POSH Policy) and is in compliance with Sexual Harassment of women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. No complaints were received under POSH during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the Financial Year ended March 31, 2025, the Board of Directors hereby confirm that: a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for that year; c. they have taken proper and sufficient care towards 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. they have prepared the annual accounts of the Company on a going concern basis; e. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AWARDS AND RECOGNITIONS

The details of awards received by Company and its subsidiaries have been provided separately and forming part of this report.

OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under: a) No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future. b) The Company has a Directors & Officers Liability Insurance Policy for a quantum and with a coverage which in the opinion of the Board is adequate. c) The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is required to be furnished. d) The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is required to be furnished. e) The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is required to be furnished. f) During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished. g) During the year, there was no proceeding initiated by or against the Company under the Insolvency and Bankruptcy Code, 2016. h) The requirement to disclose the details of difference between amount of valuation done at the time of onetime settlement and valuation done while taking loan from Banks & Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENTS AND APPRECIATION

The Directors thank the Companys customers, vendors, investors, lenders, partners and all other stakeholders for their continuous support. The Directors also thank the Government of India, State Governments and concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by all the employees.

For and on behalf of the Board
R K SWAMY Limited
Sd/-	Sd/-
Srinivasan K. Swamy	Narasimhan K. Swamy
Executive Group Chairman	Managing Director & Group CEO
DIN: 00505093	DIN: 00219883
Date: May 21, 2025	Date: May 21, 2025
Place: Mumbai	Place: Mumbai