Swastika Infra Ltd Directors Report

To,

The Members,

Swastika Infra Limited

Your directors have pleasure in presenting the Sixth Annual Report of the Company together with the Audited Financial Statements for the financial year ended on 31st March, 2025.

FINANCIAL PERFORMANCE & HIGHLIGHTS

(All figures in Lacs)

PARTICULARS	31.03.2025	31.03.2024
Revenue From Operations	35075.82	20957.53
Other Income	180.65	171.22
Total Revenue	35256.47	21128.75
Total Expenses	30701.19	18641.59
Profit before Depreciation, Interest and Tax Expenses	4555.28	2487.16
Less: Finance Cost	813.25	597.43
Profit before Depreciation and Tax Expenses	3742.03	1889.73
Less: Depreciation	46.81	45.69
Net Profit before Tax	3695.22	1844.04
Less: Current Tax	962.42	484.91
Less: Current Tax relating to previous years	2.98	(1.77)
Less: Deferred Tax	(11.14)	(5.41)
NET PROFIT AFTER TAX	2740.96	1366.31

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK

The Companys unwavering commitment to meeting the aspirations of its valued customers, coupled with a culture that fosters innovation and excellence, has played a pivotal role in driving its improved financial performance. By embracing a forward-looking growth strategy and integrating sustainability into core business operations, the Company has achieved commendable progress across several key areas. These include increased sales volumes and the successful implementation of effective cost-saving initiatives. Through these strategic efforts, the Company has not only ensured sustainable growth but also solidified its position in the market, underscoring its dedication to delivering consistent value and excellence to all stakeholders.

The Board of Directors remains optimistic about the Companys future prospects and anticipates continued improvement in performance, including increased revenue in the coming year. Proactive measures have been taken to strengthen the Companys presence in the EPC (Engineering, Procurement, and Construction) sector, with a focused and disciplined approach toward expanding its customer base and entering new markets.

In the face of economic challenges such as high inflation and rising input costs, the Company demonstrated exceptional agility and foresight by swiftly implementing strategic responses. These proactive measures effectively mitigated potential risks and helped maintain the Companys competitive advantage, highlighting its resilience and strategic clarity in navigating dynamic market conditions. Looking ahead, the Company expects to continue reaping the benefits of its strategy and operational efficiencies. Barring any unforeseen circumstances, the long-term outlook for the Company remains strong.

Additionally, the Company is actively planning for a listing on a recognized Stock Exchange, which is expected to enhance brand recognition and provide improved access to capital markets, further supporting future growth initiatives.

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR

During the financial year 2024 25, the Company reported a revenue of 3,5075.82 Lacs, marking a significant increase of 67.37% compared to 2,0957.53 Lacs in the previous financial year 2023 24. This strong growth in revenue reflects the Companys effective operational strategies and enhanced market presence.

The Company also achieved a Net Profit of 2740.96 Lacs in FY 2024 25, representing a notable rise from 1366.31 Lacs recorded in FY 2023 24, on a year-on-year basis.

With a focus on sustainable growth and strategic market expansion, the Company remains optimistic about achieving new milestones in turnover and profitability in the coming years.

CHANGEB IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the financial year 2024-25.

DIVIDEND:

During the period under review, the Board of Directors have not recommended any dividend to its shareholders.

TRANSFER TO RESERVES & SURPLUS

During the period under review, your directors have not transferred any amount to general reserves.

CREDIT RATING

The company has obtained Credit Rating of BBB stable CRISIL Rating Agency which improves the creditability of the Company.

CONVERSION OF THE STATUS OF THE COMPANY

During the Financial Year 2024-25, the status of Company is changed from Private Limited Company to Limited Company with effect from 27^th Day of January, 2025.

CAPITAL STRUCTURE OF THE COMPANY

During the Financial Year 2024-25, there is change in the Capital structure of the Company pursuant to Increase in Authorized Share Capital on 19/03/2025. The Share Capital Structure of the Company as on 31^st March 2025 is as follows:

Authorized Capital:

Rs. 35,00,00,000/- (Rs. Thirty-Five Crore Only) divided into 3,50,00,000 (Three Crore Fifty Lacs) Equity Shares of Rs. 10 /- each.

Issued, Subscribe and Paid-up Capital:

Rs. 24,75,00,000/- (Rs. Twenty-Four Crore Seventy-Five Lacs Only) divided into 2,47,50,000 (Two Crore Forty-Seven Lacs Fifty Thousand) Equity Shares of Rs. 10 /- each.

COMPOSITION OF BOARD OF DIRECTORS AND KMPS

The Composition of Board of Directors of the company was duly constituted during the financial year with required combination of Executive Directors, Independent Directors and Woman Director. There were changes made in the Composition of the Board of Directors & KMPS during the FY 2024-25. The Details of Directors and KMPs as on signing date are as follows:

		Appointment	Cessation
1 Mr. Babulal Gupta	Chairman	06/08/2019	-
2 Mr. Vinay Gupta	Managing Director	06/08/2019	-
3 Mrs. Ruchira Gupta	Whole-Time Director	06/08/2019	-
4 Mr. Biren Parnami	Chief Financial Officer	06/03/2025	-
5 Mrs. Rashika Khandelwal	Company Secretary	01/09/2021	26/11/2024
6 Ms. Riya Khandelwal	Company Secretary	02/12/2024	06/03/2025
7 Ms. Arti Bansal	Company Secretary & Compliance Officer	06/03/2025	-
8 Ms. Madhvi Sharma	Independent Director	06/03/2025	-
9 Mr. Ajay Gupta	Independent Director	06/03/2025	-
10 Mr. Dileep Kumar Jain	Independent Director	06/03/2025	-

The Board of Directors further confirms that none of the Directors are disqualified as on 31st March, 2025 from being appointed as Director of the Company within the meaning of Section 164(2) of the Companies Act, 2013.

COMMITTEES OF THE COMAPNY

The Company formed Five (05) Committees in its Board Meeting held on 21/03/2025 pursuant to Companies Act, 2013 & SEBI(LODR) Regulations 2015. The Composition of the Committees of the Company is as follows:

Audit Committee

Name of the Director	Designation	Nature of Directorship
Mr. Ajay Gupta	Chairman	Independent Director
Ms. Madhvi Sharma	Member	Independent Director
Mr. Vinay Gupta	Member	Managing Director
Nomination & Remuneration Committee
Name of the Director	Designation	Nature of Directorship
Ms. Madhvi Sharma	Chairman	Independent Director
Mr. Dileep Kumar Jain	Member	Independent Director
Mr. Babulal Gupta	Member	Non-Executive Director
Stakeholder Relationship Committee
Name of the Director	Designation	Nature of Directorship
Ms. Madhvi Sharma	Chairman	Independent Director
Mr. Vinay Gupta	Member	Managing Director
Mrs. Ruchira Gupta	Member	Whole-time Director

Corporate Social Responsibility (CSR) Committee

Name of the Director	Designation	Nature of Directorship
Mr. Dileep Kumar Jain	Chairman	Independent Director
Ms. Madhvi Sharma	Member	Independent Director
Mr. Vinay Gupta	Member	Managing Director

IPO Committee

Name of the Director	Designation	Nature of Directorship
Mr. Vinay Gupta	Chairman	Managing Director
Mrs. Ruchira Gupta	Member	Whole-time Director
Mr. Ajay Gupta	Member	Independent Director
Ms. Arti Bansal	Member	-
Mr. Biren Parnami	Member	-

MEETINGS HELD DURING THE YEAR

Board Meeting:

During the Year following Thirty-Two (32) Board meetings were held. The Detail of the Meetings along with the Entitlement & Attendance of the Directors is as Follows:

S.N.	Date of Board Meeting	No. of Directors entitled to attend	No. of Directors attend
1	09.04.2024	3	3
2	18.04.2024	3	3
3	30.05.2024	3	3
4	06.06.2024	3	3
5	08.07.2024	3	3
6	18.07.2024	3	3
7	07.08.2024	3	3
8	10.08.2024	3	3
9	02.09.2024	3	3
10	10.09.2024	3	3
11	27.09.2024	3	3
12	29.09.2024	3	3
13	07.11.2024	3	3
14	22.11.2024	3	3
15	02.12.2024	3	3
16	18.12.2024	3	3
17	20.12.2024	3	3
18	24.12.2024	3	3
19	31.12.2024	3	3
20	20.01.2025	3	3
21	27.01.2025	3	3
22	28.01.2025	3	3
23	26.02.2025	3	3
24	04.03.2025	3	3
25	06.03.2025	3	3
26	10.03.2025	6	3
27	19.03.2025	6	3
28	21.03.2025	6	3
29	24.03.2025	6	6
30	25.03.2025	6	3
31	27.03.2025	6	3
32	30.03.2025	6	3

It is confirmed that the gap between two consecutive meetings was not more than 120 Days as provided in section 173 of the Companies Act 2013.

Members Meeting:

During the Year, Members of the Company met 4 times-

Date of the Meeting	Type of the Member Meeting
30/09/2024	05th Annual General Meeting
24/12/2024	Extra-Ordinary General Meeting
06/01/2025	Extra-Ordinary General Meeting
19/03/2025	Extra-Ordinary General Meeting

Committee Meeting:

During the Year, the Meeting of Committee were held in following manner:

Date of the Meeting	Name of the Committee
24/03/2025	Audit Committee

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

During the Financial Year, the Company did not have any Subsidiary(ies) or Associate Company(ies). However, on November 6, 2024, the Company entered into a Joint Venture arrangement with M/s Oriental Sales Corporation for the purpose of participating in tender bidding for various projects. As per the terms of the Joint Venture, the Company has been designated as the Lead Partner. It has been mutually agreed between the parties that 100% of the project execution will be undertaken by the Company.

The Audited Financial Statements of the Company, along with the Statutory Auditors Report, form part of the Annual Report and have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and relevant Accounting Standards.

Further, the Companys Policy for determining material subsidiaries, in accordance with the applicable Listing Regulations and other relevant laws, is available on the Companys website at: www.swastikainfra.com

AUDITORS OF THE COMPANY

STATUTORY AUDITORS

M/s. A Bafna & Company, Chartered Accountants (Firm Registration No. 003660C), were appointed as the Statutory Auditors of the Company at the 03^rd Annual General Meeting held on 30^th September 2022, for a term of five consecutive years, until the conclusion of the 08^th Annual General Meeting to be held in the financial year 2026-27.

Pursuant to the provisions of the Companies (Amendment) Act, 2017, the requirement for annual ratification of the appointment of auditors by the members at every Annual General Meeting has been dispensed with, and hence, no such ratification is required during the tenure of their appointment.

STATUTORY AUDITORS REPORT

The Statutory Auditors Report presented to the shareholders for the year ended 31 March, 2025 does not contain any qualification, reservation or adverse remark and therefore do not call for any explanation/comments.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Audit and records) Rules, 2014, provisions of Cost Audit are not applicable to the Company as during the year under review.

INTERNAL AUDITORS

The provisions of Section 138 of the Companies Act, 2013 related to internal audit are applicable over the Company during the year under review. The Board hereby appointed M/s DLS & Associates LLP, Chartered Accountants (FRN:01888C/F400023) as Internal Auditor of the Company to conduct Internal Audit of the Company for the Financial Year 2024-25.

INTERNAL AUDITORS REPORT

The Internal Audit Report presented to the shareholders for the year ended 31 March, 2025 does not contain any qualification, reservation or adverse remark and therefore do not call for any explanations/ comments.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requirement of Secretarial Audit is applicable to the Company for the financial year under review.

Accordingly, the Board of Directors has appointed M/s Sidhi Maheshwari & Associates, Company Secretaries (Peer Review Certificate No. 3395/2023) as the Secretarial Auditor of the Company for the Financial Year 2024-25 to conduct the Secretarial Audit. The secretarial Report has been annexed as ‘Annexure IV to the Directors Report.

Furthermore, in compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, the Board has also approved the appointment of M/s Sidhi Maheshwari & Associates as the Secretarial Auditor of the Company for a term of five consecutive years, i.e., from the Financial Year 2025-26 up to the conclusion of the 11th Annual General Meeting of the Company to be held in the Financial Year 2030-31, subject to approval of the members at the ensuing General Meeting.

SECRETARIAL AUDITORS REPORT

The Secretarial Audit Report presented to the shareholders for the year ended 31 March, 2025 does not contain any qualification, reservation or adverse remark and therefore do not call for any explanations/ comments.

DEMATERIALZATION OF EQUITY SHARES

The entire share capital of the Company is in dematerialized form with the participants of National Securities Depository Limited (NSDL) and Central Depository Securities (India) Limited as on March 31, 2025. The ISIN of Company is INE1QJA01015.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

In terms of provisions of Section 178 of the Companies Act, 2013 a policy relating to remuneration for the Directors, Key Managerial Personnel and other employees has been adopted by the Board of Directors of the Company in pursuance of its formulation a recommendation by the Nomination and Remuneration Committee thereby analysing the criteria for determining qualifications, positive attributes and independence of a director. The said policy is available on the website of the Company at www.swastikainfra.com.

AUDIT COMMITTEE

The Company has duly constituted Audit Committee, which meets on regular intervals for the business required to be transacted thereat. The recommendations made by the Committee are accepted by the Board.

VIGIL MECHANISM POLICY

The Company has a vigil mechanism policy to deal with any instance of fraud and mismanagement. The employees of the Company are free to report violations of any laws, rules, regulations, and concerns about unethical conduct to the Audit Committee under this policy. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person for a genuinely raised concern. The policy may be accessed on the Companys website at www.swastikainfra.com.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant and material orders occurred during the year like settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION 12 OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT

No such points raised by Auditors in their report for the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meeting of the Boards of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

WEB ADDRESS OF ANNUAL RETURN

As per section 92(3) and 134 (3) of the Companies Act, 2013, Companies are required to place the draft of the Annual Return of the company on its website for which the Company has uploaded all the relevant details on its website i.e. www.swastikainfra.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards report.

PARTICULARS OF EMPLOYEES

Provision related to the particulars of the employees employed by the Company falling within Section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the Financial Year 2024-25, the particulars of Loan given, Guarantees given and Investments made and securities provided along with the purpose for which the loan or guarantee, security provided to be utilized by the receipt are provided in the audited financial statements of the Company read with noted on accounts forming part of the financial statements.

RELATED PARTY TRANSACTIONS

All transactions entered by the Company with the parties, which may be regarded as related parties, were considered to be in the ordinary course of business and on the arms length basis. As provided under section 134(3)(h) of the Act and Rules made thereunder, disclosure of particulars of material transactions with related parties entered into by the Company with related parties in the prescribed format is annexed to this report as Annexure-II. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. Particulars of Transactions with Related party with noted on accounts forming part of the Financial Statements.

The Policy on materiality of related party transactions as approved by the Board can be accessed on the Companys website www.swastikainfra.com.

APPOINTMENT OF INDEPENDENT DIRECTORS IN THE BOARD AND DECLARATION UNDER SECTION 149(6)

As per the provisions of Section 149 pertaining to the appointment of Independent Directors, Following were the Independent Directors of the Company as on signing Date.

S.N. Name	Designation	Date of Appointment
1 Mr. Ajay Gupta	Independent Director	06/03/2025
2 Mr. Dileep Kumar Jain	Independent Director	06/03/2025
3 Ms. Madhvi Sharma	Independent Director	06/03/2025

Further, Independent Directors have submitted their declaration of independence, as required pursuant to provisions of section 149 (7) of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to time, stating that they meet the criteria of Independence as provided in sub-section (6) of section 149 of Companies Act, 2013.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

PARTICULARS	REMARKS
A) CONSERVATION OF ENERGY:
> the steps taken or impact on conservation of energy;	Use of latest technology for minimize
	the energy consumption.
> the steps taken by the company for utilizing alternate sources of
	Nil
energy; -
> the capital investment on energy conservation equipment;	Nil
B) TECHNOLOGY ABSORPTION:
> the efforts made towards technology absorption;	Use of latest technology for minimize
	the energy consumption.
> the benefits derived like product improvement, cost reduction,	Nil
product development or import substitution;
> in case of imported technology (imported during the last three years	Nil
reckoned from the beginning of the financial year)-

(a) the details of technology imported; (b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; Not applicable in the past 5 years period is over

> the expenditure incurred on Research and Development	Nil
(c) FOREIGN EXCHANGE EARNINGS AND OUTGO:	Amount in Lacs
Particulars	2025	2024
Earning	-	-
Outgo	-	-

RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to negative consequences on the Companys businesses. Risk management is a structured approach to manage uncertainty. Although the provisions of Risk Management Committee is not applicable over the Company, yet the Company formed a Risk Management Committee which provided a formal enterprise-wide approach to the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process in our multi-business, multi-site operations, over the period of time will become embedded into the Companys business systems and processes. The Risk Management Policy is also available on the Companys website www.swastikainfra.com.

DEPOSITS

During the year under review your Company neither invited nor accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS) RULES 2014

During the period under review the company has not accepted any loan from its director and which was not covered under the definition of deposits and the required declaration from the director has duly received by the company that the amount given by them is not acquired by borrowing or accepting loan or deposits from others.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder the Company has adopted and developed a Policy covering the activities mentioned in Schedule

VII of Companies Act, 2013, upon the recommendation of CSR Committee. Implementation of the policy is undertaken under the guidance of CSR Committee and a brief of the Corporate Social Responsibility activities are provided in Annexure-III. The CSR policy lays down CSR activities to be undertaken by your Company. The CSR activities undertaken by your Company are based of the approved CSR policy, which is available on the Companys website www.swastikainfra.com.

BOARD EVALUATION

The provision of section 134(3)(p) relating to Board Evaluation is applicable on the company, the Board carried out a formal annual performance evaluation of its own performance, the Chairman, individual Directors and the working of the different committees. Such evaluation was done through the established evaluation framework. The framework included different tools such as individual questionnaires, covering various information required to have the evaluation. All the layers such as Board, Committees and the Independent Directors performed their part by evaluating the performances of the other Directors as mandated. The Company has also devised a policy for performance evaluation of Independent Directors, Board, Committees, and other individual Directors which forms part of the NRC policy and is also available on the Companys website www.swastikainfra.com.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal financial control which ensures orderly and efficient conduct of its business, including adherence to Company policies, safeguarding of its assets, accuracy, prevention of errors and completeness of the accounting records and the timely preparation of reliable financial information. The Internal Financial Controls with reference to the Financial Statements were adequate and operating effectively. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Further, the Audit Committee monitors the adequacy and effectiveness of your Companys internal control framework.

INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

The Company has internal control systems commensurate with the size, scale and complexity of its business operations. The scope and functions of Internal Auditors are defined and reviewed by the Audit committee. The Internal Auditor presents his report to the Audit Committee, highlighting various observations, system and procedure related lapses, if any and corrective actions being taken to address them.

CODE OF CONDUCT

Your Company has adopted the Code of Conduct for its Board Members and Senior Management personnel as per the provisions of the Companies Act, 2013. The code of conduct is also placed on the website of the Company www.swastikainfra.com.

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

The Company has adopted a policy for prevention of sexual harassment at the workplace, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). An Internal Complaints Committee ("ICC") has been duly constituted as per the provisions of the POSH Act to redress complaints regarding sexual harassment at the workplace.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

a. Number of complaints of Sexual Harassment received in the Year	0
b. Number of Complaints disposed off during the year	0
c. Number of cases pending for more than ninety days	0

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

In order to infuse the capital into the Company for future endorsements, Monetize the investments made by existing stakeholders and in order to brand itself in the Financial Market, the Company is in processing stage for listing its shares on Stock Exchange and filed the Draft Red-Herring Prospectus (DRHP) for its proposed Initial Public Offer (IPO) on 30^th Day of March, 2025.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

Companys Health and Safety Policy commits to comply with applicable legal and other requirements connected with occupational Health, Safety and Environment matters and provide a healthy and safe work environment to all employees of the Company.

TRADE RELATIONS

The Board of Directors place on record the appreciation for the co-operation and valuable support extended by the customers, the suppliers and all other persons directly or indirectly associated with the Company. Your Company regards them as partners and shares with them a common vision of growth in the future.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 134(3)(c) and 134(5) of the Companies Act, 2013, and to the best of their knowledge and belief, and according to the information and explanations provided to them, your Directors hereby make the following statements:

To the best of knowledge and belief and according to the information and to the information and explanation obtained by them, your directors make the following statement in terms of section 134(3) (c) of the Companies Act, 2013.

In the preparation of Annual Accounts of the Company, the applicable Accounting Standards have been followed along with proper explanation relating to material departures from the same, if there any.

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 & fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2024 and of the Profit of the Company for the year ended on that date.

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 irregularity.

The Directors have prepared the Annual Accounts of the Company on a going concern basis.

The Directors have laid down internal financial control to be followed by the company and such internal financial control are adequate and were operating effectively; and

The Directors have devised proper system to ensure compliance with the provision of all applicable law and that such system operating effectively.

CAUTIONARY STATEMENT

Statements in this report, describing the Companys objectives, expectations and/or anticipations may be forward looking within the meaning of applicable Securities Law and Other laws & regulations. Actual results may differ materially from those stated in the statement. Important factors that could influence the Companys operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigation and industrial relations. The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

OTHER DISCLOSURES

As per rule 4(4) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

As per rule 8(13) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued shares (including sweat equity shares) to employees of the Company under any scheme.

As per rule 12(9) the Companies (Share Capital and Debentures) Rules, 2014, the Company has not issued equity shares under the scheme of employee stock option.

Purchase by Company of its own shares or giving of loans for such purchase.

No cases of child labour, forced labour, involuntary labour, sexual harassment and discriminatory employment were reported in the financial year 2024-25.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable;

The requirement to disclose the details of difference between amount of the valuation done at the time of settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors places on record their sincere appreciation for the assistance, cooperation and valuable support provided by the Customers, Vendors, Banks and Financial Institutions. Also, Your Directors also record their appreciation for the commitment and dedication of the employees of the Company at all levels. The Board of Directors also place on record their gratitude to the shareholders of the Company for their continued support to and confidence in the management of the Company.

For Swastika Infra Limited

(Formerly known as Swastika Infra Private Limited)

Sd/-	Sd/-
Vinay Gupta	Ruchira Gupta
Managing Director	Whole-Time Director
DIN: 00172263	DIN: 08455842

Place: Jaipur

Date: 08/09/2025