Equity Analysis

Dear Shareholders,

Your Directors present their 83^rd Annual Report on the affairs of the Company for the year ended 31^st March, 2024 together with the Audited Statement of Accounts.

The performance figures of the Company during the year under review and those reported for the corresponding previous year are as below:

(In Rs. Lakhs)

The standalone financial statements for the financial year ended March 31, 2024, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS), Ministry of Corporate Affairs (MCA) and Master Directions of Reserve Bank of India (RBI).

Total Income for the FY2024 was at Rs. 94.47 Lacs as against Rs. 78.24 Lacs for FY2023. Total Expenses for FY2024 were Rs. 19.15 Lacs as against Rs. 14.60 Lacs for FY2023. The Company has PBT of Rs. 75.32 Lacs for FY2024 as compared to Rs. 63.64 Lacs for FY2023. Profit for the year was Rs. 121.75 Lacs for FY2024 as compared to Rs. 45.22 Lacs for FY2023.

During the year under review, there are no changes in the nature of business activities.

The Directors have recommended a dividend of Re. 1/- per share i.e. @ 10% (same as previous year) on 2,40,000 Equity Shares of Rs.10/- each for the financial year ended 31^st March, 2024. The dividend, if approved by the members at the forthcoming Annual General Meeting, shall be paid to the eligible members.

The Board recommends the above dividend for declaration by the members.

TRANSFER TO RESERVES: An amount of Rs. 24.36 lacs was transferred to reserves during the year.

During the year under review, there was no change in the issued and paid-up share capital of the Company.

CHANGES IN SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES Company does not have any subsidiary, associate or joint venture company.

The Company has not accepted any deposits from the public and as such, no amount of principal or interest was outstanding as on the balance sheet date.

There are no material changes and commitment, which affect the financial position of the Company which have occurred between 31st March 2024 and the date of this report.

A discussion on operations for the year ended 31^st March 2024 is given in the Management Discussion and Analysis section, which forms part of this Annual Report.

The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required.

The Annual Return for FY 2024 is available on the website of the Company at https://www.theswastiksafedeposit.in/investor/ yearlyreports.

Ms. Nandini Piramal resigned as Independent Director of the Company with effect from September 27, 2023, owing to her other professional commitments. The Board places on record its appreciation and gratitude for the invaluable contributions made by Ms. Nandini Piramal during her tenure as Director of the Company.

In accordance with the provisions of the Companies Act, 2013, Mr. Sunil Adukia (DIN: 00020049) will retire by rotation at the ensuing Annual General Meeting ('AGM') and being eligible offered himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing AGM.

The Board of Directors, on recommendation of the Nomination & Remuneration Committee and pursuant to the provisions of the Section 152 & 161 of the Companies Act, 2013 read with the rules framed there under and subject to the approval of shareholders / members of the Company,.has appointed Mrs. Abhilasha Misra (DIN: 02572268) as an additional independent director of the Company with effect from September 27, 2023 for a period of 5 years,

Subsequently, the members at the Extra Ordinary General Meeting of the Company held on Friday, December 22, 2023 approved her appointment as Woman Independent Director of the Company for a term of 5 years with effect from September 27, 2023 to September 26, 2028.

The Board has carried out the Annual evaluation of performance of all Directors. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Board of Directors has expressed their satisfaction with the evaluation process.

During the year, 6 (Six) Board Meetings were convened and held. The required details are given in the Report on Corporate Governance, which forms part of this Annual Report.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report forming part of the Annual Report.

The Composition of Audit Committee is given in the Report of Corporate Governance forming part of the Annual Report.

The Company has established a Vigil Mechanism, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics. The Whistle Blower Policy is posted on the website of the Company "www.theswastiksafedeposit. in". There were no complaints during the year under review.

The Board of Directors has formulated a Policy, which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors. The Board has also formulated a Policy relating to remuneration of Directors, members of Senior Management and Key Managerial Personnel.

Details of the Nomination and Remuneration Policy are annexed herewith as Annexure - A. Contents of the policy is also available on the Company's website of www.theswastiksafedeposit.in

The Composition of Nomination and Remuneration Committee is given in the Report of Corporate Governance forming part of the Annual Report.

The particulars of loans, guarantee and investments have been disclosed in the financial statements.

Remuneration to Directors:

The directors do not receive any sitting fee for attending meetings of the Board of Directors of the Company or any Committee thereof.

Commission to MD/WTD: The Company does not have MD/WTD.

Remuneration to Key Managerial Personnel (KMP): No remuneration is paid to any KMP.

There was no employee in receipt of remuneration prescribed under Section 197 of Companies Act, 2013 and Rule 5(2) & Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made there under, the Company has appointed M/s. N. L. Bhatia and Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed herewith as Annexure - B and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

A certificate has been received from M/s. N L Bhatia & Associates, Practising Company Secretaries, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The certificate is attached as Annexure - C to this Report.

The Report on Corporate Governance as stipulated under SEBI LODR forms part of the Annual Report. The requisite Certificate from Mr. N. L. Bhatia and Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid SEBI LODR is attached to the Corporate Governance Report and forms part of the Annual Report.

The Company has a robust Risk Management framework to identify, measure, manage and mitigate business risk and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objective and enhance the Company's competitive advantage. This risk framework thus helps is managing market, credit and operational risks.

The Company complies with applicable secretarial standards.

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the financial year ended 31^st March, 2024 and no frauds have been reported by the Auditors.

The Notes on financial statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments.

The members of the Company at the Annual General Meeting ("AGM”) held on September 07, 2023, had approved the appointment of M/s K. K. Birla & Co., Chartered Accountants, Mumbai, (having Firm Registration No. 146343W), as the Statutory Auditors of the Company for a period of 3 (Three) years to hold office from the conclusion of 82^nd Annual General Meeting of the Company until the conclusion of 85^th Annual General Meeting of the Company to be held in the calendar year 2026.

M/s K. K. Birla & Co., Chartered Accountants, Mumbai, (having Firm Registration No. 146343W) have furnished a certificate of their eligibility and consent under Sections 139(1) and 141 of the Act and the Rules framed thereunder for their continuance as Statutory Auditors of the Company for the financial year 2024-25.

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Act.

Your Directors state that:

(i) in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and its Profit for the year ended on that date;

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

(iv) the Directors have prepared the annual financial statements on a going concern basis;

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

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

a) The nature of the activities of the Company during the year under review have been such that disclosure of the particulars required with respect to the conservation of energy and technology absorption in terms of section 134 (3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not applicable.

b) Foreign Exchange Earnings & Outgo: Nil

The Annual Report on Corporate Social Responsibility ('CSR') for FY 2023-24 containing, details of CSR Policy, composition of CSR Committee, CSR projects undertaken and web-link thereto on the website of the Company, as required under Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in Annexure - D of this Report.

All transactions entered into with Related Parties if any, as defined under the Companies Act, 2013 and Regulation 23 of SEBI (LODR) Regulations, 2015 during the financial year were in the ordinary course of business and on an arm's length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. Contents of the Policy on Related Party Transaction is available on the Company's website www.theswastiksafedeposit.in.

The Company has in place a gender neutral policy on prevention of sexual harassment at workplace which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. During the year under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. The details relating to deposits, covered under Chapter V of the Act, since neither has the Company accepted deposits during the year under review nor were there any deposits outstanding during the year.

2. Details relating to issue of equity shares including sweat equity shares and shares with differential rights as to dividend, voting or otherwise, since there was no such issue of shares.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

4. During the year under review, no Stock Options were granted, vested or exercised. No stock options are in force as on date. Hence, there are no disclosures required to be made pursuant to the applicable requirements of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

5. No frauds have been reported by the Auditors as specified under Section 143(12) of the Companies Act, 2013.

6. No application has been made under the Insolvency and Bankruptcy Code 2016 during the year.

7. There is no instance of one-time settlement with any Bank or Financial Institutions.

We take this opportunity to thank the employees for their dedicated service and contribution to the Company. We also thank our banks, business associates and our shareholders for their continued support to the Company.