Swastika Investmart Ltd Directors Report

Dear Shareholders Swastika Investmart Limited

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 31st March 2025	Year ended 31st March 2024	Year ended 31st March 2025	Year ended 31st March 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 Companys 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 Companys 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 (as on 25th September, 2024)	14798500	2	295.97

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 Companys 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 Companys 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 Companys 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 Companys 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 arms length basis.

All Related Party Transactions entered during the year 2024-25 were in Ordinary Course of the Business and at Arms 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 customers 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 Companys 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 Companys CSR Policy is available on the Companys 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 Companys 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 Companys 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 Auditors 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 Companys internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Companys 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 Boards 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 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 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 Companys 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 Companys 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 Companys 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 Boards 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 Companys 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.

	For and on behalf of the Board of Directors
	SWASTIKA INVESTMART LIMITED
	Sunil Nyati	Parth Nyati
Place: Indore	Chairman & MD	CEO & Whole Time Director
Date: 30th April, 2025	DIN:00015963	DIN:02583324