Your Directors present their 85^th Annual Report on the affairs of the Company for the year ended 31^st March, 2026 together with
the Audited Financial Statements for the financial year ended 31^st March, 2026.

FINANCIAL HIGHLIGHTS / STATE OF COMPANY AFFAIRS

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

The financial statements for the financial year ended March 31, 2026, forming part of this Annual Report, have been prepared
in accordance with the Indian Accounting Standards (Ind AS) notified under the applicable provisions of the Companies Act,
2013, and the rules framed thereunder by the Ministry of Corporate Affairs (MCA).

Total Income for the FY2026 was at Rs. 54.49 Lacs as against Rs. 94.62 Lacs for FY2025. Total Expenses for FY2026 were
Rs. 30.42 Lacs as against Rs. 65.88 Lacs for FY2025. The Company has PBT of Rs. 24.07 Lacs for FY2026 as compared
to Rs. 24.07 Lacs for FY2025. Profit for the year was Rs. 17.33 Lacs for FY2026 as compared to Rs. 11.81 Lacs for FY2025.

Cancellation of Certificate of Registration (CoR) as a Non-Banking Financial Company (NBFC)

During the year under review the Company had Voluntarily requested the Reserve Bank of India (RBI) to cancel the Certificate
of Registration (CoR) as a Non-Banking Financial Company (NBFC). Accordingly, RBI has vide its Cancellation Order dated
24th July, 2025 cancelled the CoR issued to the Company. Pursuant thereto, the Company has ceased to be an NBFC.

As directed in the said Order the following steps have been taken:

a) Change of name of the Company

The name of the Company has been changed from The Swastik Safe Deposit & Investments Limited to E & E Enterprises
Limited w.e.f 16^th October, 2025.

b) Alteration of Object clause of Memorandum of association

The object clauses in the Memorandum of association related to financial business activities have been substituted with
those of business activities of investing in non-financial assets, trading activities and activities in the field of real estate.

The members at the ExtraOrdinary General Meeting held on Thursday, 25^th September, 2025 have consented to the aforesaid
changes.

CHANGES IN THE NATURE OF BUSINESS ACTIVITIES

As stated above, the Company has discontinued NBFC activities and has commenced the business of investing in non¬
financial assets, trading and activities in the field of real estate.

DIVIDEND

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, 2026. 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.

RESERVES

The Directors do not propose to transfer any amount to reserves.

SHARE CAPITAL

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

The Company does not have any subsidiary, associate or joint venture company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN 31ST MARCH, 2026
AND THE DATE OF THE REPORT

There are no material changes and commitment, which affect the financial position of the Company which have occurred
between 31st March 2026 and the date of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A discussion on operations for the year ended 31^st March 2026 is given in the Management Discussion and Analysis Report,
which forms part of this Annual Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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.

ANNUAL RETURN

The Annual Return for FY 2026 is available on the website of the Company at www.eeenterprisesltd.in.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
CHANGES IN DIRECTORS

1. Mr. Jaimin Desai (DIN: 109557029) was appointed as an Additional Independent Director of the Company for a period of
5 years with effect from April 01, 2025. At the 84^th Annual General Meeting of the Company held on 19^th June, 2025 the
shareholders have approved his appointment as Independent Directors for a period of 5 years.

2. In accordance with the provisions of the Companies Act, 2013, Mr. Sunil Adukia (DIN: 00020049) retires 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.

3. Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held
on 10^th July, 2026, recommended the re-appointment of Mr. Snehal Parikh (DIN: 00467965) as Non executive Independent
Director of the Company for a second term of 5 (five) consecutive years with effect from December 30, 2026 for approval
of the shareholders of the Company.

CHANGES IN KEY MANAGERIAL PERSONNEL

Mr. Jitesh Kumar Agarwal resigned as Company Secretary and Compliance officer of the Company w.e.f 31^st July, 2025 and
Ms. Bijal Dugavale has been appointed as Company Secretary and Compliance officer of the Company w.e.f 29^th October,
2025.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence
as prescribed under Section 149(6) of the Companies Act along with Rules framed thereunder and Regulation 16(1)(b) of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing
Regulations''). In terms of Section 150 of the Companies Act 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 with the databank
maintained by the Indian Institute of Corporate Affairs. In the opinion of the Board, the Independent Directors of the Company
possess the requisite experience, expertise and proficiency required under applicable laws and the policies of the Company.

BOARD EVALUATION

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.

BOARD AND COMMITTEE MEETINGS

During the year, Seven (7) 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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, 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.eeenterprisesltd.in . There were no complaints during
the year under review.

NOMINATION AND REMUNERATION POLICY

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 payable to Directors, members of Senior Management, Key Managerial Personnel
and other Employees.

The Nomination and Remuneration Policy of the Company is available on it''s website https://www.eeenterprisesltd.in

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

MANAGERIAL REMUNERATIONRemuneration to Directors and Key Managerial Personnel
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 nor they receive any other remuneration from the Company

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

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

Particulars of Employees;

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.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made there under and SEBI Listing
Regulations, the Company has appointed Mr. Vinit Bhanushali of M/s. V K Bhanushali & Co, Company Secretaries (COP
No. 26886) and holding Peer Review Certificate No. 7359/2025 issued by Institute of Company Secretaries of India as the
Secretarial Auditor of the Company for a period of 5 consecutive years up to the conclusion of the 89th Annual General Meeting
to be held in the calendar year 2030, to conduct a Secretarial Audit of the Company and to furnish the Secretarial Audit Report.
The Secretarial Audit Report is annexed herewith as ‘Annexure - A'' 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 Mr. Vinit Bhanushali of M/s. V K Bhanushali & Co, 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 - B'' to this Report.

CORPORATE GOVERNANCE CERTIFICATE

The Report on Corporate Governance as stipulated under SEBI Listing Regulations forms part of the Annual Report. The
requisite Certificate from Mr. Vinit Bhanushali of M/s V K Bhanushali & Co, Practicing Company Secretaries, confirming
compliance with the conditions of Corporate Governance as stipulated under the aforesaid SEBI Listing Regulations is attached
to the Corporate Governance Report and forms part of the Annual Report.

RISK MANAGEMENT

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.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with applicable secretarial standards.

STATUTORY AUDITORS AND AUDITORS REPORT

The existing tenure of M/s K. K. Birla & Co., Chartered Accountants, Mumbai, (having Firm Registration No. 146343W), as the
Statutory Auditors of the Company concludes at the conclusion of the ensuing 85^th Annual General Meeting.

In Compliance with the provisions of Section 139 and other applicable provisions of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014 (including any statutory modification(s)/re-enactment(s)/amendment(s) thereof, for the time
being in force), it is proposed to appoint M/s K. K. Birla & Co., Chartered Accountants, Mumbai, (having Firm Registration No.
146343W) as the Statutory Auditors of the Company for a second term for a period of 5 years commencing from the conclusion
of this 85th Annual General Meeting until the conclusion of the 90th AGM to be held in the year 2031.

M/s. K. K. Birla & Co, Chartered Accountants, Mumbai, (having Firm Registration No. 146343W) have confirmed that they are
eligible for appointment as Auditors of the Company and have provided their consent to the appointment, if made and Eligibility
Certificate as required under Sections 139 and 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and
Auditors) Rules, 2014.

The Auditors Report for the financial year ended 31st March, 2026 does not contain any qualification, reservation or adverse
remark or disclaimer on the financial statements and no frauds have been reported by the Auditors.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.
MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Act.
DIRECTORS'' RESPONSIBILITY STATEMENT
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,
2026 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.

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

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
CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on Corporate Social Responsibility (''CSR'') for FY 2025-26 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 - C'' of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review there were no contracts/arrangements/transactions entered into by the Company with Related
Parties falling under the provisions of Section 188(1) of the Companies Act, 2013. Accordingly, disclosures as required under
Section 134(3) (h) in the prescribed Form AOC-2 are not applicable.

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

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.

OTHERS

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.

8. The Company has complied with the provisions of the Maternity Benefit Act, 1961.

ACKNOWLEDGEMENTS

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.

By Order of the Board

Sd/- Sd/-

Snehal Parikh Sunil Adukia

Place: Mumbai Director Director

Date: 10^th July, 2026 (DIN: 00467965) (DIN: 00020049)

Your Directors present their 84^th Annual Report on the affairs of the Company for the year ended 31^st March, 2025 together with
the Audited Statement of Accounts.

FINANCIAL HIGHLIGHTS / STATE OF COMPANY AFFAIRS

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, 2025, 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 FY2025 was at Rs. 94.62 Lacs as against Rs. 94.47 Lacs for FY2024. Total Expenses for FY2025 were
Rs. 65.88 Lacs as against Rs. 19.15 Lacs for FY2024. The Company has PBT of Rs. 28.74 Lacs for FY2025 as compared to
Rs. 75.32 Lacs for FY2024. Profit for the year was Rs. 11.81 Lacs for FY2025 as compared to Rs. 121.75 Lacs for FY2024.

CHANGES IN THE NATURE OF BUSINESS ACTIVITIES

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

The Company is registered as a Non-Banking Financial Company (NBFC) with the Reserve Bank of India (RBI) under Section
45-IA of the Reserve Bank of India Act, 1934. The Company is required to meet “Principal Business Criteria” as per RBI Circular
no. DNBS (PD) C.C. No. 81/03.05.002/2006-07 dated October 19, 2006.

Based on the financial statements for the year ended March 31, 2025, the Company does not meet one of the “Principal
Business Criteria” i.e. Income from financial assets should constitute more than 50% of the gross income.

The Company will be initiating the next steps of approaching the RBI for surrender of the NBFC Licenses.

DIVIDEND / TRANSFER TO RESERVES

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, 2025. 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. 2.36 lacs was transferred to reserves during the year.

SHARE CAPITAL

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

The Company does not have any subsidiary, associate or joint venture company.

DEPOSITS FROM PUBLIC

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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN 31ST MARCH, 2025
AND THE DATE OF THE REPORT:

There are no material changes and commitment, which affect the financial position of the Company which have occurred
between 31st March 2025 and the date of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A discussion on operations for the year ended 31^st March 2025 is given in the Management Discussion and Analysis section,
which forms part of this Annual Report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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.

ANNUAL RETURN

The Annual Return for FY 2024-2025 is available on the website of the Company at https://www.theswastiksafedeposit.in/
investor/yearlyreports.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTORS

Mr. Pramod Kumar Gothi, Independent Director of the Company ceased to be the Director of the Company with effect from
January 06, 2025, due to his untimely demise. The Board places on record its appreciation and gratitude for the invaluable
contributions made by Mr. Pramod Kumar Gothi during his tenure as Director of the Company.

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 Mr. Jaimin Desai (DIN: 10957029) as an Additional Independent
Director of the Company with effect from April 01,2025 for a period of 5 years which the Board recommends.

In accordance with the provisions of the Companies Act, 2013, Mr. Sunil Adukia (DIN: 00020049) retires 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.

BOARD EVALUATION

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.

BOARD AND COMMITTEE MEETINGS

During the year, five (5) 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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

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.

NOMINATION AND REMUNERATION POLICY

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

MANAGERIAL REMUNERATION

Remuneration to Directors and Key Managerial Personnel

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
Particulars of Employees;

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.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made there underread with Rule 9 of
the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modification(s)
or re-enactment(s) thereof, for the time being in force), and Regulation 24A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has appointed M/s. V K
Bhanushali & Co, Company Secretaries (COP No. 26886) and holding Peer Review Certificate No. 4614/2023 issued by
Institute of Company Secretaries of India as the Secretarial Auditor of the Company for a period of 5 consecutive years up to
the conclusion of the 89th Annual General Meeting to be held in the calendar year 2030, to conduct a Secretarial Audit of the
Company and to furnish the Secretarial Audit Report; subject to approval from shareholders 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. V K Bhanushali & Co, 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.

CORPORATE GOVERNANCE CERTIFICATE

The Report on Corporate Governance as stipulated under SEBI LODR forms part of the Annual Report. The requisite Certificate
from M/s V K Bhanushali & Co, 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.

RISK MANAGEMENT

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.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with applicable secretarial standards.

STATUTORY AUDITORS AND AUDITORS REPORT

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the
financial year ended 31^st March, 2025 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 2025-26.

The Audit report mentions that based on the financial statements for the year ended March 31, 2025, the Company does not
meet one of the “Principal Business Criteria” as prescribed by the RBI for classification as an NBFC, i.e. The income from
financial assets is less than 50% of gross total income.”

Auditor Report is not modified in respect of above matters.

MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Act.
DIRECTORS'' RESPONSIBILITY STATEMENT
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,
2025 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.

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

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
CORPORATE SOCIAL RESPONSIBILITY

The Annual Report on Corporate Social Responsibility (''CSR'') for FY 2024-25 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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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.

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

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.

OTHERS

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.

ACKNOWLEDGEMENTS

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.

By Order of the Board

Sd/- Sd/-

Place: Mumbai Jaimin Desai Sunil Adukia

Date: May 21, 2025 Director Director

DIN: 10957029 DIN: 00020049

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.

FINANCIAL HIGHLIGHTS / STATE OF COMPANY AFFAIRS

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.

CHANGES IN THE NATURE OF BUSINESS ACTIVITIES

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

DIVIDEND / TRANSFER TO RESERVES

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.

SHARE CAPITAL

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.

DEPOSITS FROM PUBLIC

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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN 31ST MARCH, 2024
AND THE DATE OF THE REPORT:

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.

MANAGEMENT DISCUSSION & ANALYSIS 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.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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.

ANNUAL RETURN

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTORS

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.

BOARD EVALUATION

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.

BOARD AND COMMITTEE MEETINGS

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.

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

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.

NOMINATION AND REMUNERATION POLICY

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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

MANAGERIAL REMUNERATION

Remuneration to Directors and Key Managerial Personnel

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.

Particulars of Employees;

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.

SECRETARIAL AUDIT REPORT

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.

CORPORATE GOVERNANCE CERTIFICATE

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.

RISK MANAGEMENT

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.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with applicable secretarial standards.

STATUTORY AUDITORS AND AUDITORS REPORT

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.

MAINTENANCE OF COST RECORDS

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

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

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
CORPORATE SOCIAL RESPONSIBILITY

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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.

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

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.

OTHERS

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.

ACKNOWLEDGEMENTS

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.

By Order of the Board

Sd/- Sd/-

Surendra Kabra Sunil Adukia

Place: Mumbai Director Director

Date: 25^th July, 2024 DIN: 07085483 DIN: 00020049

Dear Members,

The Directors present their 73rd Annual Report on the affairs of the Company for the year ended 31st March, 2014 together with the Audited Statement of Accounts.

1. FINANCIAL HIGHLIGHTS

(In Rs.)

Current Year Previous Year (31-03-2014) (31-03-2013)

WORKING RESULTS

Total Revenue 7,24,863 14,96,022

Total Expenses 2,32,094 6,86,625

Profit before Tax 4,92,769 8,09,397

Tax Expenses :

Current Tax 90,000 2,25,000

MAT Credit entitlement (90,000) -

Short/(Excess) Tax Provisions of earlier years 10,257 (23,72,410)

Profit for the Year 4,82,512 29,56,807

2. DIVIDEND

The Directors have recommended a dividend of Rs .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 31st March 2014. The dividend, if approved by the members at the forthcoming Annual General Meeting, shall be paid to the eligible members within 5 days of the approval by the shareholders at the Annual General Meeting.

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

3. OPERATIONS REVIEW

Total Revenue for the year was at Rs. 7,24,863/- as against Rs. 14,96,022/- for FY2013. Total Expenses for FY2014 were Rs. 2,32,094/- as against Rs. 6,86,625/- for FY2013. The Company has PBIT of Rs. 4,92,769/- for FY2014 as compared to Rs. 8,09,397/- for FY2013.

A discussion of operations for the year ended 31st March 2014 is given in the Management Discussion and Analysis section.

4. DIRECTORS

The following changes took place during the year:

Mr. V.C. Vadodaria, Director of the Company expired on 28th November, 2013. Consequently Late Mr. V.C. Vadodaria has ceased to be Director of the Company w.e.f. 28th November, 2013. Mr. Sunil Adukia was appointed as a Director in the resulting casual vacancy w.e.f. 30th December, 2013.

Ms. Nandini Piramal retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment which your Board recommends.

As of the date of this Report, Mr. Chandrakant M. Hattangdi and Mr. Chandrakant Khetan, are Independent Directors as per clause 49 of the Listing Agreement and were appointed under the Companies Act 1956 as Directors liable to retire by rotation. In order to give effect to the applicable provisions of sections 149 and 152 of the Act, it is proposed that these Directors be appointed as Independent Directors, to hold office for five consecutive years, for a term up to March 31,2019.

The Company has received declarations from both the Independent Directors confirming that they meet the criteria of independence as prescribed under the applicable provisions of section 149 of the Act and under Clause 49 of the Listing Agreement with the Stock Exchanges.

5. DIRECTORS'' RESPONSIBILITY STATEMENT

As required Under Section 217(2AA) of the Companies Act, 1956, ("the Act") we hereby state:

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

(ii) That 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 31st March, 2014 and its Profit for the year ended on that date;

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

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

6. COMPLIANCE CERTIFICATE

As required by proviso to sub-section (1) of Section 383A of the Companies Act, 1956, the Compliance Certificate from Mr. Surendra Kanstiya, Practising Company Secretary is attached to this Report.

7. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO

(a) The nature of the activities of the Company during the year under review has been such that disclosure of the particulars required with respect to the conservation of energy and technology absorption in terms of section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars) Rules, 1988 are not applicable.

(b) Foreign Exchange Earnings & Outgo: Nil

8. CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The requisite Certificate from Mr. Surendra Kanstiya, Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 forms part of this report.

9. HUMAN RESOURCES

There were no employees who were in receipt of remuneration exceeding the limits laid down under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

10. AUDITORS

M/s. Kulkarni & Khanolkar, Chartered Accountants, Mumbai, the Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. In accordance with the provisions of section 139, 142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014, it is proposed to re-appoint them as the Auditors of the Company for a period of three consecutive years commencing from the conclusion of this Annual General Meeting, until the conclusion of the 76th Annual General Meeting of the Company in the calendar year 2017.

11. ACKNOWLEDGEMENTS

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.

For and on behalf of the Board

Place: Mumbai Khushru B. Jijina Sunil Adukia Date: 27th May, 2014 Director Director

TO THE SHAREHOLDERS

The Directors present their 72nd Annual Report on the affairs-of the Company for the year ended 31st March, 2013 together with the Audited Statement of Accounts.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Current Year Previous Year (31-03-2013) (31-03-2012)

WORKING RESULTS

Total Revenue 14.96 1.44

Total Expenses 6.87 675.74

Profit / (Loss) before Tax 8.10 ( 674.31)

Tax Expenses :

Current Tax 2.25 -

Short/(Excess) Tax Provisions of earlier years (23.72) (12.99)

Profit/(Loss) for the Year 29.57 ( 661.32)

2. DIVIDEND

The Directors have recommended a Dividend of Re.l/- per share (previous year Re.l/- per share) on 2,40,000 Equity Shares of Rs.10/- each which will be paid to eligible members within 5 days of the approval by the shareholders at the forthcoming Annual General Meeting.

3. WORKING OF THE COMPANY

The Directors are making efforts to improve the performance of the Company in the current year.

4. PARTICULARS OF EMPLOYEES

There was no employee during the year in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956.

5. DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Mr. Chandrakant Khetan and Mr. V.C Vadodana retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

The Audit Committee constituted by the Board consist of Mr. Khushru B. Mr. C.M. Hattangdi and Mr. Chandrakant Khetan,

6- DIRECTORS'' RESPONSIBILITY STATEMENT

As required Under Section 217(2AA) of the Companies Act, 1956, ("the Ac") we hereby state:

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

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and its Profit for the year ended on that date;

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

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

10. AUDITORS

The Auditors, M/s. Kulkami & Khanolkar, Chartered Accountants, Mumbai retire as Auditors of the Company at the ensuing Annual General Meeting and are eligible for re-appomtment.

For and on behalf of the Board

Place: Mumbai

Date: 23rd May, 2013

The Directors present their 69th Annual Report on the affairs of the Company for the year ended 31st March, 2010 together with the Audited Statement of Accounts (Standalone).

Current Year Previous Year (31-03-2010) (31-03-2009) (Rs.) (Rs.)

1. WORKING RESULTS

The years working after meeting all 9,56,51,189 (6,57,30,832) expenses resulted in Profit after tax of:

Add : Extra-Ordinary Items :

Prior Period Tax adjustments 7,43,446 ( 4,14,049)

Balance of Profit brought forward 6,00,372 6,70,26,041

Disposable Profit 9,69,95,007 8,81,160

Total Profit amounting to Rs. 9,69,95,007/- is appropriated as under:

APPROPRIATION

Proposed dividend 2,40,000 2,40,000

Tax on Proposed Dividend 39,862 40,788

Balance carried to Balance Sheet 9,67,15,145 6,00,372

9,69,95,007 8,81,160

2. DIVIDEND

The Directors have recommended a Dividend of Re.l/- per share (previous year Re.l/- per share) on 2,40,000 Equity Shares of Rs.10/- each which will be paid to eligible members, after approval at the ensuing Annual General Meeting.

3. WORKING OF THE COMPANY

The Directors are making efforts to improve the performance of the Company in the current year.

4. SUBSIDIARY COMPANIES

The Balance Sheet as on 31st March, 2010 and the Profit and Loss Account for the year ended on that date of subsidiary companies, namely, Savoy Finance & Investments Pvt. Limited and Nandini Piramal Investments Private Limited and statement under Section 212 of the Companies Act, 1956 are annexed.

5. PARTICULARS OF EMPLOYEES

There was no employee during the year in receipt of remuneration as prescribed under Section 217(2A)of the Companies Act, 1956.

6. DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Mr. CM. Hattangdi and Mr. Chandrakant Khetan retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

The Audit Committee constituted by the Board consist of Mr. Khushru B. Jijina, Mr. CM. Hattangdi and Mr. Chandrakant Khetan.

7. DIRECTORS RESPONSIBILITY STATEMENT

As required Under Section 217(2AA) of the Companies Act, 1956, ("the Act") we hereby state :

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

(ii) That 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 31st March, 2010 and its Profit for the year ended on that date;

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

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

8. CHANGE IN SHARE TRANSFER AGENT

M/s. Link Intime India Pvt.Limited., (Link Intime) has been appears Share Transfer Agent of the Company with effect from 1 st Febravary

9. "GROUP" as defined in MRTP Act, 1969

As per the intimation from the Promoters, the persons and entities Group as defined in Monopolies and Restrictive Trade Practice: (MRTP) which exercises, or is established to be in a position control, directly or indirectly, over the Company, include the following.

1. Mr. Ajay G. Piramal;

2. Dr. (Mrs.) Swati A. Piramal;

3. Mrs. Lalita G. Piramal;

4. Ms. Nandini Piramal;

5. Mr. Anand Piramal;

6. Adelwise Investments Pvt. Ltd

7. Ajay G. Piramal (HUF)

8. Akshar Fincom Pvt. Ltd

9. Alpex Holdings Pvt. Ltd

10. Alpex International Ltd

11. Alpex Power Pvt. Ltd

12. BMK Laboratories Pvt. Ltd

13. Cavaal Fininvest Pvt. Ltd.

14. Glass Engineers Pvt. Ltd.

15. Gopikishan Piramal Pvt. Ltd

16. Gopikisan Piramal (HUF)

17. INDIAREIT Fund Advisors Pvt. Ltd

18. India Venture Fund Advisors Pvt. Ltd

19. Nandini Piramal Investment Pvt. Ltd

20. Nicholas Piramal Pharma Pvt. Ltd.

21. Paramount Pharma Pvt. Ltd

22. PEL Management Services Pvt. Ltd.

23. PGL Holdings Pvt. Ltd.

24. PHL Fininvest Private Ltd

25. PHL Holdings Pvt. Ltd

26. Piramal Capital Pvt. Ltd

27. Piramal Diagnostic Services Pvt. Ltd

28. Piramal Enterprises Ltd

29. Piramal International Pvt. Ltd

30. Piramal Management Services Pvt. Ltd.

31. Piramal Pharmaceutical Development Services Pvt. Ltd

32. Piramal Texturising Pvt. Ltd.

33. Piramal Water Pvt. Ltd

34. Propiedades Realties Pvt. Ltd

35. Savoy Finance & Investment Pvt. Ltd

36. The Ajay G- Piramal Foundation

37. The Shri Gopikrishna Trust 3 8. The Shri Govinda Trust

39. The Shri Hari Trust

40. The Shri Krishna Trust

41. Vulcan Investments Pvt. Ltd.

42. Piramal Healthcare Ltd.

43. Piramal Glass Ltd.

44. Piramal Life Sciences Ltd.

The above disclosure has been made, inter-alia, for the purpose of Regulation 3(1 )(e) of SEBI (Substantial Acquisitions of Shares and Takeovers) Regulations, 1997

10. SECRETARIAL COMPLIANCE CERTIFICATE

As required by proviso to sub-section (1) of Section 383A of the Companies Act, 1956, the Secretarial Compliance Certificate from Mr. Surendra Kanstiya, Practising Company Secretary is attached to this Report.

11. AUDITORS

The Auditors, M/s. Kulkarni & Khanolkar, Chartered Accountants, Mumbai, retire as Auditors of the Company at the ensuing Annual General Meeting and are eligible for re-appointment.

For and on behalf of the Board

KHUSHRU JIJINA V.C. VADODARIA

DIRECTOR DIRECTOR

Mumbai

Dated : 27th May, 2010.

The Directors present their 68th Annual Report on the affairs of the Company for the year ended 31st March, 2009 together with the Audited Statement of Accounts.

Current Year Previous Year (31-03-2009) (31-03-2008) (Rs.) (Rs.)

1. WORKING RESULTS

The years working after meeting all expenses resulted in (6,57,30,832) (1,08,90,547) (Loss) (after tax) of:

Less : Extra-Ordinary Items:

Prior Period Tax adjustments (4,14,049) 2,15,48,802

Balance of Profit brought forward 6,70,26,041 5,66,48,574

Disposible Profit 8,81,160 6,73,06,829

Total Profit amounting to Rs.8,81,160/- is appropriated as under :

APPROPRIATION

Proposed dividend 2,40,000 2,40,000

Tax on Proposed Dividend 40,788 40,788

Balance carried to Balance Sheet 6,00,372 6,70,26,041

8,81,160 6,73,06,829

2. DIVIDEND

The Directors have recommended a Dividend of Re. 17- per share (previous year Re.l/- per share) on 2,40,000 Equity Shares of Rs.10/- each which will be paid to eligible members, after approval at the ensuing Annual General Meeting.

3. WORKING OF THE COMPANY

The Directors are making efforts to improve the performance of the Company in the current year.

4. SUBSIDIARY COMPANIES

The Balance Sheet as on 31st March, 2009 and the Profit and Loss Account for the year ended on that date of subsidiary companies, namely, Savoy Finance & Investments Pvt. Limited and Nandini Piramal Investments Private Limited and statement under Section 212 of the Companies Act, 1956 are annexed.

5. PARTICULARS OF EMPLOYEES

There was no employee during the year in receipt of remuneration as prescribed under Section 217(2A)of the Companies Act, 1956.

6. DIRECTORS

Mr. N. Santhanam and Mr. Vijay Shah, Directors retiring by rotation have expressed their desire not to seek re-appointment at the ensuing AGM due to their other pre-occupations and in their place it is proposed to appoint Ms. Nandini Piramal and Mr. Khushru Jijina respectively as Directors of the Company for which the Company has received joint notices from members of the Company, proposing their candidature.

The Board places on record its appreciation of the valuable contributions made by Mr. N. Santhanam and Mr. Vijay Shah during their tenure as Directors of the Company.

The Audit Committee at present comprises of Mr. N.Santhanam, Mr. CM. Hattangdi and Mr. Chandrakant Khetan. Pursuant to the relinquishment of office by Mr. N. Santhanam, it is proposed to appoint Mr. Khushru Jijina as member of the Audit Committee, if appointed as Director of the Company.

7. DIRECTORS RESPONSIBILITY STATEMENT

As required Under Section 217(2AA) of the Companies Act, 1956, ("the Act") we hereby state :

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

(ii) That 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 31st March, 2009 and its Loss for the year ended on that date:

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

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

8. SECRETARIAL COMPLIANCE CERTIFICATE

As required by proviso to sub-section (1) of Section 383 A of the Companies Act, 1956, the Secretarial Compliance Certificate from Mr. Surendra Kanstiya, Practising Company Secretary is attached to this Report.

9. AUDITORS

The Auditors, M/s. Kulkarni & Khanolkar, Chartered Accountants, Mumbai, retire as Auditors of the Company at the ensuing Annual General Meeting and are eligible for re-appointment.

For and on behalf of the Board

N.SANTHANAM V.C. VADODARIA DIRECTOR DIRECTOR

Mumbai

Dated : 30th June, 2009.