డైరెక్టర్ల నివేదిక Swagtam Trading & Services Ltd.

Mar 31, 2025

Your directors have pleasure in presenting the 40^th Annual Report of the Company on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended on 31^st March, 2025.

FINANCIAL RESULTS

The Company''s financial performance for the year under review, along with the previous year''s figures, is given hereunder:

(Rs. ''000)
Particulars	For the Year Ended 31st March 2025	For the Year Ended 31st March 2024
Income from Operations
Revenue from Operation	10958.04	3004.50
Other Income	2588.88	2156.76
Total Income	13546.92	5161.26
Total Expenditure	14233.99	3623.47
Profit/(Loss)before Tax	(687.08)	1537.79
Prior Period Expenses	-	-
Tax Expense (Net)	(157.18)	389.33
Net Profit/(Loss)	(529.90)	1148.47

SUMMARY OF OPERATIONS AND FUTURE PROSPECTS

During the year under review, your Company engaged in various business activities including commission agency, brokerage, management and consultancy services, and other service-related operations. The Company recorded a total revenue of ^1,35,46,920/-a significant increase from ^51,61,260/- in the previous financial year, reflecting strong growth in business volume.

Despite the notable increase in revenue, the Company incurred a Net Loss after Tax of ^5,29,900/-, as compared to a Net Profit of ^11,48,470/- in the previous year. The loss was primarily attributable to increased operational expenditures and strategic investments aimed at business expansion.

Notwithstanding the loss, the Company remains committed to reinforcing its market presence. Through focused business development initiatives and continued efforts to enhance operational efficiency, your Company is confident of improving its revenue trajectory and returning to profitability in the near future.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to reserves.

DIVIDEND

In view of the Company''s growth strategies, the Board of Directors considers it prudent to conserve the Company''s resources to support its ongoing and future operational activities. Accordingly, the Board does not recommend any dividend for the financial year ended 31st March, 2025.

SHARE CAPITAL

During the year under review, there was an increase in the authorised share capital of the Company. An Extra-ordinary General Meeting of the Company was held on 21^st day of June 2024, for the consent of members to increase the Authorised Share Capital of the Company from Rs. 4,00,00,000 (Rupees Four Crores) divided into 40,00,000(Forty Lakhs) Equity Shares of Rs. 10 each to Rs. 16,50,00,000 (Rupees Sixteen Crores Fifty Lakhs) divided into 1,65,00,000 (One Crore Sixty-Five Lakhs) Equity Shares of Rs. 10 each.

However, the following updates are noted with respect to other components of share capital:

• Buy Back of Securities: Company has not bought back any of its securities.

• Sweat Equity : Company has not issued any Sweat Equity Shares.

• Bonus Shares: No Bonus Shares were issued during the year.

• Preference Shares: Company has not issued any Preference Shares.

• Employees Stock Option Plan: Company has not provided any Stock Option Scheme.

Share Warrants

However, during the period under review, the Company has issued 38,09,500 equity Warrants convertible into equivalent number of Equity Shares of the Company of face value of Rs. 10/- each, at a premium of Rs. 55/- in dematerialized form, on Preferential allotment basis. The issuance of these warrants was duly approved by the shareholders through a special resolution passed by way of postal ballot and remote e-voting on 28th February 2025. The Company further received in-principal approval from the stock exchange for the said issuance on 29th April 2025. Further, the company had received subscription of 24,15,000 equity Warrants of Rs. 10 each at a premium of Rs. 55/-in dematerialized form, on Preferential allotment basis.

i) Authorized Capital

t 16,50,00,000/- (Rupees Sixteen Crores Fifty Lakhs) divided into 1,65,00,000 Equity Shares of t 10/- each.

ii) Issued Capital

t 1,19,05,000/- (Rupees One Crore Nineteen Lakhs Five Thousand Only) divided into 11,90,500 Equity Shares of t 10/- each.

iii) Subscribed and Paid-up Capital:

t 1,19,05,000/- (Rupees One Crore Nineteen Lakhs Five Thousand Only) divided into 11,90,500 Equity Shares of t 10/- each. DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association, Mr. Sumit Gupta (DIN: 06911742), retires by rotation at the ensuing AGM and, being eligible, offers himself for re-appointment. Moreover, following changes took place in the Board during the financial year.

• Ms. Vinod Bala (DIN No. 09790881) who was appointed as an Additional Director (Executive Director) in the Board Meeting held on 12.02.2024, have been regularized by the shareholders as a Director of the Company in the Extra Ordinary General Meeting Held on 21.06.2024.

• Ms. Apra Sharma (DIN No. 10149103) and Mr. Manish Sharma (DIN No. 06489261) appointed as an Additional Director in the Board Meeting held on 12.02.2024 have been regularized by the shareholders as Directors of the Company in the Extra Ordinary General Meeting Held on 21.06.2024, as Non-Executive Independent Director and Non-Executive Non-Independent Director respectively.

• The board on the recommendation of Nomination and Remuneration Committee and in accordance with provisions of the Act and SEBI Listing Regulation has appointed Ms. Anupama Kashyap (DIN: 09720124)and Mr. Anmol Verma (DIN : 101050721) as an Additional Director in the Board Meeting held on19.04.2024 have been regularized by the shareholders as Directors of the Company in the Extra Ordinary General Meeting Held on 21.06.2 024, as Non-Executive Independent Director and Non - Executive Non Independent Director respectively.

• Jitendra Kumar (DIN: 0661472 7) and Mr. Deepak Gupta (DIN: 075802 66), Ceased to be a Director of the Company with effect from 09.04.2024 and 10.04.2024 respectively.

The Board places on record its sincere appreciation for their contribution and extends gratitude to Mr. Jitendra Kumar (DIN: 06614727) and Mr. Deepak Gupta (DIN 07580266) for their invaluable service as a Director on the Board.

Brief Profile in terms of Regulation 36 of Listing Regulations and the Secretarial Standards on General Meetings (SS-2), in respect of the Director(s) seeking appointment / re-appointment has been annexed to the Notice of the 40^th Annual General Meeting.

INDEPENDENT DIRECTORS

In terms of Section 149 of the Act and the SEBI Listing Regulations Mr. Raman Mittal, Ms. Apra Sharma and Ms. Anupama Kashyap are Independent Directors of the Company as on the date of this Report.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the 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 judgement and without any external influence. The Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and complied with code of conduct of the Company.

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Act, the Key Managerial Personnel (''KMPs'') of the Company during FY 24-25 are:

• Ms. Vinod Bala(DIN: 09790881), is Chairman, Whole Time Director and CFO of the Company.

• Mr. Chetan Malik (ACS- 34015), is the Company Secretary of the Company

The Board held 7 (Seven) Meetings during the financial year 2024-25. (Maximum Gap of 120 days between two consecutive Board Meetings has been complied with)
Sr. No.		Date of Board Meeting		Sr. No.	Date of Board Meeting
1.		19.04.2024		5.	20.01.2025
2.		24.05.2024		6.	28.01.2025
3.		14.08.2024		7.	14.02.2025
4.		13.11.2024
COMMITTEES OF THE BOARD AUDIT COMMITTEE Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015, an Audit Committee is duly constituted/re-constituted. Audit Committee comprises of the following Directors: -
Sr.No.	Name of the Director		Category of Director
1.	Ms. Apra Sharma		Chairman, Non- Executive & Independent Director
2.	Mr. Raman Mittal		Member, Non-Executive & Independent Director
3.	Ms. Anupama Kashyap		Member, Non -Executive & Independent Director
4.	Ms. Vinod Bala		Member - Executive Director
Details of Audit Committee have been separately given in the Corporate Governance Report. Further, recommendations of Audit Committee were accepted by the Board of Directors. Four meetings of the Audit Committee were held during financial year 2024-25 on 19.04.2024, 14.08.2024, 13.11.2024 anc 28.01.2025. NOMINATION AND REMUNERATION COMMITTEE In terms of Regulation 19 of SEBI (LODR) Regulations, 2015 and pursuant to the provisions of Section 178(1) of the Companies Act, 2013, Nomination & Remuneration Committee is duly constituted / re- constituted. Nomination and Remuneration Committee comprises of following Directors: -
Sr.No.	Name of the Director		Category of Director
1.	Ms. Apra Sharma		Chairman, Non- Executive & Independent Director
2.	Mr. Raman Mittal		Member, Non-Executive & Independent Director
3.	Mr. Sumit Gupta		Member, Non -Executive & Non-Independent Director
Details of Nomination & Remuneration Policy and Committee are furnished in the CGR, which is annexed herewith. Nomination and Remuneration Committee met once on 19th April, 2024 during financial year 2024-25. SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE In terms of Regulation 20 of SEBI (LODR) Regulations, 2015 and pursuant to the Stakeholders Relationship Committee is duly constituted / re-constituted. Shareholders / Investors Grievance Committee comprises of following Directors:-
Sr.No.	Name of the Director		Category of Director
1.	Ms. Apra Sharma		Chairman, Non- Executive & Independent Director
2.	Mr. Raman Mittal		Member, Non-Executive & Independent Director
3.	Mr. Sumit Gupta		Member, Non -Executive & Non-Independent Director
4.	Ms. Vinod Bala		Member - Executive Director
Details of Committee are furnished in the ''Report on Corporate Governance separately. Shareholders''/Investors'' Grievance Committee met once on 19th April, 2024 during financial year 2024-25. RISK MANAGEMENT COMMITTEE: NOT APPLICABLE

INDEPENDENT DIRECTORS MEETING

Independent Directors have met once on 13th November, 2024 during the Financial Year 2024-25 as required under Schedule IV of the Companies Act, 2013 (Code for Independent Directors) read with Regulations 25(3) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015

(a) to review the performance of non - independent Directors and the Board of Directors as a whole,

(b) to review the performance of the chairperson of the listed entity, taking into account the views of executive and non-executive directors;

(c) to assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

PARTICULARS OF EMPLOYEES

In terms of the provisions of the section 197(12) of the Companies Act, 2013 read with rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, None of the Employee has drawn remuneration in excess of the limit as set out in the said Rules. Details of remuneration to Directors and employees is annexed as Annexure I.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year the company has not made any investments and provided guarantees as stated in Companies Act.

However, the particulars of loans & advances as covered under section 186 of the Companies Act, 2013 is provided in Note 4 & 21 of the financial statement ending 31.03.2025.

PUBLIC DEPOSIT

The Company has not accepted nor renewed any Deposits falling within the purview of section 73 of Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under their view and therefore details mentioned in Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits covered under Chapter V is NIL

STATUTORY AUDITORS

Pursuant to the provisions of Sections 139 and 141 of the Companies Act, 2013, M/s. G. K. Kedia & Co, Chartered Accountants, (Firm Registration No. 013016N) has been appointed as the Statutory Auditors of the Company for a period of five (5) years at the Annual General Meeting held on 2 5th September, 2 020 to hold the office of the upto the conclusion of ensuing Annual General Meeting of the Company to be held in year 2025.

Further, the Board of Directors of the Company proposed to re-appoint M/s. G. K. Kedia & Co, Chartered Accountants, (Firm Registration No. 013016N) as the Statutory Auditors of the Company for the second term of five consecutive years from the conclusion of ensuing Annual General Meeting till the conclusion of Annual General Meeting to be held in the year 2029.

STATUTORY AUDITORS'' REPORT

Auditors'' Report dated 30^th day of May, 2025, being self-explanatory, requires no Comments from the Directors and there are no reservations, or qualifications or adverse remarks in the Audit Report in respect to FY 2024-25 and does not require / call for any explanation from the Board of Directors.

SECRETARIAL AUDITOR

Board has re-appointed M/s B. Bhushan & Co. Company Secretaries, represented by its proprietor Mr. Bharat Bhushan Garg (M. No.: A31951, COP: 14469) to conduct Secretarial Audit for the FY 2024-25. Secretarial Audit Report and Secretarial Compliance Report for the FY 2024 -2025 annexed with Directors'' Report as Annexure II.

Explanation of Board on qualifications/ reservations or other adverse remarks by Secretarial Auditors in the Report for the FY 2024-25 is as follows.

The Board of Directors has reviewed the Secretarial Audit Report submitted by B. Bhushan & Company, Company Secretaries and noted the following observations :

1. There is only one point which calls for Board remark i.e. the website of the company is not updated during the financial year 24-25. The Board informs that the website updation of the company is in progress.

2. Rest of the points of the Secretarial Audit Report are self-explanatory.

INTERNAL AUDITOR

Board has re-appointed M/s Mittal Jindal & Associates, Chartered Accountants, to conduct Internal Audit of FY 2024-25 under Section 138 of the Companies Act, 2013.

Internal Audit Report of FY 2024-25 does not contain any serious adverse remarks.

COST AUDITORS

The Provisions of Section 148 do not apply to the Company and hence, Cost Auditor need not to be appointed.

ANNUAL RETURN

Pursuant to section 92(3) and 134(3)(a) of Companies Act, 2013 (''the Act''), the copy of Annual Return as on 31.03.2025 is available on the website of the company www.Swagtam.com.

VOLUNTARY DELISTING OF EQUITY SHARES FROM CALCUTTA STOCK EXCHANGE LTD.

This Notice is issued in compliance with Regulation 6, 7 and other applicable regulations, if any, of the SEBI (Delisting of Equity Shares) Regulations 2009 (herein after referred as ''Delisting regulations'') to the Equity Shareholders of "Swagtam Trading & Services Limited" (PAN: AAACS8477Q) (herein after referred as ''Company^, in respect of the voluntary delisting of 11,90,500 Equity Shares of the face value of Rs. 10/- each, of the Company from The Calcutta Stock Exchange Limited (CSE). At present, the Shares of the Company are listed on CSE and BSE Ltd. The Board of the Directors at its Meeting held on 09.11.2020, has approved voluntary delisting of the 11,90,500 Equity Shares of the face value of Rs. 10/- each, from CSE in accordance with the Delisting Regulations and have communicated the same to CSE Listing Department. Considering CSE had seen a halt/suspension in its trading activity since 2013, after the capital market regulator, Securities and Exchange Board of India (SEBI), had barred trading at C-Star (the online platform of CSE), for non-compliance of clearing and settlement norms. "It is status quo for CSE". CSE''s own Trading Platform has been Shut since 2013 following SEBI''s Directives and also CSE have been asked to exit by SEBI but the matter is stated to be Sub-judice before Calcutta High Court while other 13 regional stock exchanges have closed under the Exit Policy of SEBI. However, the equity shares of the company shall continue to remain Listed on BSE Ltd., which is a recognized Stock Exchange and is having nation-wide Trading Platform as per Delisting Regulations.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES COMPANIES

During the year under review, your Company did not have any subsidiary or holding company.

Further, the Company has no associate company or joint venture within the meaning of the Companies Act, 2013.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (LODR) Regulations, 2015, the "Management''s Discussion and Analysis Report" forms a part of Directors report and is annexed herewith as Annexure III.

CORPORATE GOVERNANCE

Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. Corporate Governance is about maximizing shareholders value ethically and sustainably. We believe sound corporate governance is essential criteria to enhance and retain investor''s reliance.

We always seek to ensure that our performance is driven by integrity.

As required under Regulation 34(3) read with Part C of Schedule V to the SEBI (LODR) Regulations, 2015, Report on Corporate Governance Report (CGR) is annexed herewith as Annexure IV and forms part of this Annual Report. The requisite Certificate from the Practicing Company Secretary confirming compliances with the conditions of corporate governance is attached to the ''Corporate Governance Report.''

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Company has formulated a remuneration policy including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required u/s 178(3), which provides the manner of selection of Board of Directors, KMP and their remuneration. In case of appointment of independent Directors, the Nomination and Remuneration Committee shall satisfy itself with regard to independent nature of the Directors viz-a-viz the company so as to enable the Board to discharge its performance and duties effectively.

The detailed Remuneration Policy for Directors, KMP and other employees, in accordance with the provisions of the Act and the SEBI Listing Regulations is available on the website at www.swagtam.com

BOARD EVALUATION

As mandated under the SEBI (LODR) Regulations, 2015, the Board reviews and monitors the Board evaluation framework. The Board evaluates various parameters such as decision-making, relationship with stakeholders, company performance and strategy, checking of Board and Committee''s effective working, etc. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and directors and Schedule IV to the Companies Act, 2013 states that the performance evaluation of independent director shall be done by entire Board, excluding director being evaluated.

Evaluation of all the Directors and the Board as a whole has been conducted and Board approved evaluation results as collated by "Nomination and Remuneration Committee."

The Board has evaluated the effectiveness of its functioning and that of the Committees and of individual Directors by seeking inputs on various aspects of Board/Committee Governance and considered and discussed in details the inputs received from the Directors.

DECLARATIONS UNDER PARA D SCHEDULE V OF SEBI (LODR) Regulations, 2015

Annual Report of the Company contains a declaration by the Whole Time Director of the Company in terms of Para D of Schedule V to the SEBI(LODR) Regulations, 2015, stating that the members of Board of Directors and senior management personnel have affirmed compliance with the Code of Conduct of Board of Directors and Senior Management

BUSINESS RESPONSIBILITYAND SUSTAINABILITY REPORT

As per Regulation 34(2)(f) of SEBI (LODR) Regulations, the top 1000 listed entities based on market capitalization (calculated as on 31 March of every financial year), shall, in their annual report, include a "Business Respo nsibility and Sustainability Report (BRSR)” describing the initiatives taken by them from an environmental, social and governance perspective. Therefore, Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015 is not applicable.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In accordance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted the Code of Conduct to Regulate, Monitor and Report Trading by Insiders ("Insider Trading Code”). The said Insider Trading Code applies to Directors, Senior Management Personnel, persons forming part of the Promoter(s) &Promoter(s) Group and such other designated employees of the Company, who are expected to have access to unpublished price sensitive information & explains the guidelines and procedures to be followed and disclosures to be made while dealing with the shares as well as the consequences of Violation of Norms. The code of conduct for Prevention of insider trading is available on the Company'' website www.swagtam.com.

UNIFORM LISTING AGREEMENT

SEBI issued SEBI (LODR) Regulations, 2015 which became effective from 01.12.2015 by replacing existing Listing Agreement. Company executed New Listing Agreement(s) with BSE Ltd. and CSE Ltd. during February 2016.

OPERATIONS

Our reputation for excellence and integrity earned through the consistent delivery of quality work and by adhering to the standard of business conduct through principles of Corporate Governance continues to be our most valuable assets. As we position ourselves for the future and our standard of excellence, integrity and accountability will serve us well.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION:

There are no material changes affecting the financial position of the Company subsequent to the close of the F.Y. 25 till the date of this report.

VIGIL MECHANISM

Company has formulated a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177(9) of the Companies Act, 2013 and also in terms of Regulation 4(2)(d) (iv) and Regulation 22 of SEBI (LODR) Regulations, 2015 for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy. The vigil mechanism provides multiple channels for reporting concerns including an option for escalations, if any, to the Chairperson of the Audit Committee of the Company.

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

The policy of vigil mechanism is available on the Company''s website www.swagtam .com CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company was not required to contribute any amount towards Corporate Social Responsibility as the said provisions are not applicable to the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All Contracts/ Arrangements/ Transactions, if any, entered by the company during the financial year 2 024-2 5 with related parties were in the ordinary normal course of business and on an "arm''s length basis”.

During the year, the company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material.

Your directors draw attention of the members to "Notes to the Financial Statements” 29. Form - AOC-2 which sets out Related Party Disclosures is annexed as Annexure V.

RISK MANAGEMENT

Risk Management is the process of identification, assessment and prioritization of risks followed by a coordinated effort to minimize, monitor and mitigate/control the probability and /or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS/ INCOME TAX

No significant and material Orders were passed by the regulators or courts or tribunals or income tax dept, etc. impacting the ongoing concern status and company''s operations.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

Company has a proper and adequate internal financial control system, commensurate with the size & scale of its operations. The scope and authority of the internal Audit function is well defined in the Organization. The internal financial control system ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. Internal Auditors independently evaluate the adequacy of internal controls and audit the transactions.

Independence of the audit and compliance is ensured by timely supervision of the Audit Committee over Internal Audit findings. Significant audit observations and corrective actions suggested are presented to the Audit Committee on regularly basis.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Your company did not have any funds lying unpaid or unclaimed for a period of seven years, therefore, there were no funds which were required to be transferred to IEPF.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements Section 134 (3)(c) of Companies Act, your Directors confirm that:

a. in the preparation of the annual accounts for the year ended 31.03.2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had 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 as at 31.03.2 02 5 and of the profit and loss of the company for that period;

c. the directors had 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;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SHARE TRANSFER SYSTEM

Shares lodged for physical transfer are registered within a period of 15 days, if the documents are clear and complete in all respects. The shares duly transferred would be dispatched to the Shareholders upon approval of transfers. Adequate care is taken to ensure that, no transfers are pending for more than a fortnight. As bulk of the Company''s shares is currently in dematerialized form, the transfers are processed and approved in the electronic form by NSDL / CDSL through depository participants. Alankit Assignments Limited is the Share Transfer Agent for both physical and dematerialized mode.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO.

Information required to be given pursuant to this Clause are given below:

A) CONSERVATION OF ENERGY

(i) the steps taken or impact on conservation of energy: NIL

(ii) the steps taken by the company for utilising alternate sources of energy: N.A.

(iii) the capital investment on energy conservation equipments; NIL

B) Technology absorption-

(i) the efforts made towards technology absorption: N.A.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution: NIL

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) :NIL

(a) the details of technology imported: NIL

(b) the year of import: NIL

(c) whether the technology been fully absorbed: NIL

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

(iv) the expenditure incurred on Research and Development: NIL

(C) Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

	31.03.2025 (Amt.)	31.03.2024 (Amt.)
Foreign Exchange Earnings	NIL	NIL
Foreign Exchange Outgo	NIL	NIL

CEO/ CFO CERTIFICATION

In accordance with the Regulation 17(8) read with Part B of Schedule II to the SEBI (LODR) Regulations, 2015 pertaining to corporate governance, Ms. Vinod Bala (DIN:09790881), WTD & CFO of the company, have certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial reporting for the year ended 31.03.2025. The said Certificate forms an integral part of this ''Annual Report and the Certificate has been reviewed by the Audit Committee and take on record by the Board of Directors.

FINANCIAL STATEMENTS

Annual Report of F. Y. 2024-25 of the Company containing complete Balance Sheet, Statement of Profit & Loss, other Statements and Notes thereto, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors'' Report (including Management Discussion and Analysis Report and Corporate Governance Report), Etc., are being sent via Email to all shareholders who have provided their Email address(es) and to Others also Full version of ''Annual Report'' is also available for inspection at the registered office of the company during working hours up to the date of ensuing AGM.

It is also available at the Company''s website www.swagtam.com.

NOTICE of the AGM and Annual Report shall also be placed at the website of NSDL/CDSL.

Please note that Members will be supplied, free of cost, Annual Report, upon receipt of written request.

DEMATERIALIZATION OF SHARES

As mentioned in Company''s earlier Annual Reports, the company''s equity shares are in compulsory Demat mode in terms of SEBI Guidelines. This has been facilitated through arrangement with NSDL and CDSL. About 94.84% of the issued shares of the company are already in dematerialized form. M/s. Alankit Assignments Limited, New Delhi, is acting as the RTA for this purpose and acts as share agent in terms of SEBI Guidelines.

E-VOTING

Company is providing E-voting facility to all members to enable them to cast their votes electronically on all Resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (LODR) Regulation 2015.

The above Rule 2 0 of the Companies (Management and Administration) Rules, 2 014 have been amended on March 19, 2015 to introduce a new Concept of e-voting i.e. E-Voting at general meeting through an electronic voting system. To comply with the requirements of new Companies Act, 2013 and to ensure good governance for its members, your company has provided e-voting facility for its general meetings to enable its members to participate in the voting electronically. The instruction(s) for e-voting for ensuing AGM is also provided with Notice to Shareholders of this Annual Report. Company has signed necessary agreements with NSDL and CDSL to facilitate e-voting for member(s).

DISCLOSURE FOR COMPLIANCE WITH OTHER STATUTORY LAWSi. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to providing a safe and conducive work environment to its employees. There exists at the group level an Internal Complaint Committee (''ICC'') constituted under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to sexual harassment and employees are made aware of the consequences of such acts and the constitution of ICC. The details, of the complaints of sexual harassment if any, received, disposed off or pending for more than 90 days are:

(a) Number of complaints of sexual harassment received in the year- NIL

(b) Number of complaints disposed off during the year- NIL

(c) Number of cases pending for more than ninety days- NIL

During the year under review, no complaints were filed with the Committee under the provisions of the said Act in relation to the workplace/s of the Company.

ii. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR

(a) Female: 1

(b) Male: 1

(c) Transgender: 0

iii. STATEMENT THAT COMPANY HAS COMPLIED WITH MATERNITY BENEFIT ACT.

During the year under review, the Company has complied with respect to the provisions relating to the Maternity Benefit Act 1961.

OTHER DISCLOSURES

1. There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

2. During the year under review, the Company has not availed any loans from Banks or Financial Institutions. However, there was no instance of any one-time settlement for reporting details with respect to Valuation.

ACKNOWLEDGEMENT

The Board thanks the customers, vendors, dealers, investors, business associates and bankers for their continued support during the year.

The Board places on record its sincere appreciation of the contribution made by employees at all levels.

The Company''s resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support. The Board

thanks the Government of India, the State Governments where the company has its operations and other regulatory authorities and

government agencies for their support and looks forward to their continued support in the future.

---

Mar 31, 2024

Your directors present herewith the 39^th Annual Report for the year ended 31^st March 2024,

FINANCIAL RESULTS

Particulars	For the Year Ended 31st March 2024	For the Year Ended 31st March 2023
Income from Operations
Revenue from Operation	3004.50	2481.96
Other Income	2156.76	2275.58
Total Income	5161.26	4757.54
Total Expenditure	3623.47	2777.98
Profit/(Loss)before Tax	1537.79	1979.56
Prior Period Expenses	-	55.62
Tax Expense (Net)	389.33	517.59
Net Profit/(Loss)	1148.47	1406.55

FINANCIAL HIGHLIGHTS

During the year under review your company carried-out the business of commission, agents, brokers,
management & consulting business, service providers, etc. Company has received the total revenue of Rs.
51,61,260/-and Net Profit after Tax for the year under consideration is Rs. 14,48,470/-. Your Company
hopes to increase its presence in the business in the coming years, which may increase the top line and
also its profitability

TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves & Surplus Account.

LIQUIDITY

Company continues to maintain sufficient funds to meet the desired strategic Objectives.

DIVIDEND

Your directors do not consider it desirable to recommend / declare any dividend.

CAPITAL

During the Financial Year 2023-24, there is no change in share capital

• Buy Back of Securities : Company has not bought back any of its securities.

• Sweat Equity : Company has not issued any Sweat Equity Shares.

• Bonus Shares : No Bonus Shares were issued during the year.

• Preference Shares / Debentures : Company has not issued any Preference Shares/ Debentures.

• Employees Stock Option Plan : Company has not provided any Stock Option Scheme.

Subsequent to 31.03.2024, there has been no change in authorized, issued, subscribed and paid-up equity
Share Capital. ‘Authorised Share Capital’ as on 31.03.2024 is Rs. 4,00,00,000/- divided into 40,00,000 Equity
Shares of Rs.10/- each and the ‘Paid-up capital’ stands at Rs. 1,19,05,000/-.

DIRECTORS

IIn accordance with the provisions of the Companies Act, 2013 and the Articles of Association, Mr. Raman
Mittal (DIN: 06877244), retires by rotation at the ensuing AGM and, being eligible, offers himself for re¬
appointment.

• Ms. Prabhjot Kaur (DIN: 09575264) was appointed as Independent Director w.e.f. 19.12.2023 and
and he Ceased to be a Director upon his resignation on 31.01.2024.

• Ms. Vinod Bala (DIN No. 09790881) who was appointed as an Additional Director (Executive
Director) in the Board Meeting held on 12.02.2024, have been regularized by the shareholders as
a Directors of the Company in the Extra Ordinary General Meeting Held on 21.06.2024.

• Ms. Apra Sharma (DIN No.ma 10149103) and Mr. Manish Sharma (DIN No. 06489261) appointed
as an Additional Director in the Board Meeting held on 12.02.2024 have been regularized by the
shareholders as a Directors of the Company in the Extra Ordinary General Meeting Held on

21.06.2024, as Non-Executive Independent Director and Non-Executive Non-Independent Director
respectively.

• Mr. Anupama Kashyap (DIN No. 09720124) and Mr. Anmol Verma (DIN No. 101050721) appointed
as an Additional Director in the Board Meeting held on 19.04.2024 have been regularized

by the shareholders as a Directors of the Company in the Extra Ordinary General Meeting Held on

21.06.2024, as Non-Executive Independent Director and Non-Executive Non-Independent Director.

• Ms. Lalita Mittal is WTD & CFO of the company w.e.f. 08.08.2014 and he ceased to be a director,
who left for heaven on 20.09.2023.

• Jitendra Kumar (DIN: 06614727) and Mr. Deepak Gupta (DIN: 07580266), who were appointed as
an Additional Director (Non - Executive Independent Director) in the Board Me held on 24.06.2022,
and they Ceased to be a Director upon his resignation on 09.04.2024 and 10.04.2024
respectively. 11.02.2022.

The Company has received Declarations from the Independent Directors of the Company confirming
that they continue to meet the criteria of independence, as prescribed under applicable provisions of the
Companies Act and Listing Regulations. The Independent Directors have also confirmed that they have
complied with the Code of Conduct of the Company and that they have registered themselves as an
Independent Director(s) in the data bankmaintained with the Indian Institute of Corporate Affairs.

Brief Profile in terms of Regulation 36 of Listing Regulations and the Secretarial Standards on General
Meetings (SS-2), in respect of the Director(s) seeking appointment / re-appointment has been annexed
to the Notice of the 39th E - Annual General Meeting

KEY MANAGERIAL PERSONNEL

• Ms. Vinod Bala (DIN: 09790881), is Chairman, Whole Time Director and CFO of the
Company.

• Ms. Pooja Mathur (ACS-45124), is the ‘Company Secretary cum Compliance Officer. PARTICULARS
OF EMPLOYEES

In terms of the provisions of the section 197(2) of the Companies Act, 2013 read with rule 5(2) & 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, None of the Employee has
drawn remunerationin excess of the limit as set out in the said Rules.

MEETINGS OF THE BOARD & COMMITTEES

5 (Five) Meetings of the Board were held during reporting period, the details of which are given in the CGR
(Maximum Gap of 120 days between two consecutive Board Meetings has been complied with)

1) 22.05.2023 2) 10.08.2023 3) 09.11.2023

4) 19.12.2023 5) 12.02.2024

LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section-186 of the Companies Act, 2013 and Schedule V of the SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015 (“Listing Regulations”) the Company neither has, directly nor
indirectly, given any loan to its Directors nor extended any guarantee or provide any security in connection with
any loan taken by them.

PERFORMANCE EVALUATION OF BOARD MEMBERS

With a view to improve performance and effectiveness, Board Members are now increasingly deploying
Board performance evaluation tools to identify areas of improvement benchmarking themselves against leading
practices.

PUBLIC DEPOSIT

The Company has not accepted nor renewed any Deposits falling within the purview of section 73 of Companies
Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during
the year under the review and therefore details mentioned in Rule 8(5)(v) & (vi) of Companies (Accounts)
Rules, 2014 relating to deposits covered under Chapter V is NIL

STATUTORY AUDITORS

To ratify & re-appoint M/s G. K. Kedia & Co., Chartered Accountants, FRN - 013016N, as statutory auditors
of the company, who have confirmed their eligibility, to hold Office from conclusion of this AGM till the
conclusion of next AGM on such remuneration as may be fixed by the Board, who were appointed in 35th AGM
held on 25.09.2020 for a period of 5 years.

STATUTORY AUDITORS’ REPORT

Auditors’ Report dated 24.05.2024, being self-explanatory, requires no Comments from the Directors and
there are no reservations, or qualifications or adverse remarks in the Audit Report in respect to FY 2023-24 and
does not require / call for any explanation from the Board of Directors.

SECRETARIAL AUDITOR

Board has re-appointed M/s B. Bhushan & Co., Practicing Company Secretary, to conduct Secretarial Audit
for the FY2024-25. Secretarial Audit Report and Secretarial Compliance Report for the FY 2022-23 is annexed
with Directors’ Report.

There are no serious qualifications or reservations or other adverse remarks by Secretarial Auditors in the
Report for the FY 2023-24 and does not require/ call for any explanation from the Board of Directors, except
relating to De- Listing of Shares from CSE Ltd. and also Notice dated 13.05.2022 from BSE Ltd. relating to
non- compliance of various Regulations and SOP under SEBI (LODR), levying an amount of Rs. 2,51,340/-
(including GST) and freeze the Promoters holdings for debit, and the Company has filed suitable & proper
replies with documentary evidences and the matters are under process.

INTERNAL AUDITOR

Internal Audit Report of FY 2023-24 does not contain any serious adverse remarks.

Board has re-appointed M/s Mittal Jindal & Associates, Chartered Accountants, to conduct Internal Audit of FY
2024-25 under Section 138 of the Companies Act, 2013.

COST AUDITORS

Provisions of Section 148 do not apply to the Company and hence, Cost Auditors need not to be appointed.
EXTRACT OF ANNUAL RETURN (MGT - 9)

Pursuant to section 92(3) and 134(3)(a) of Companies Act, 2013 (‘the Act’), the Annual Return in the form
MGT-7 for the Financial Year 2023-24 is available on the website of the company www.Swagtam.com.
LISTING OF SHARES

Equity Shares of the Company are listed on BSE Ltd., Calcutta Stock Exchange (CSE) and Delhi Stock Exchange
(DSE stands de-recognized) and Company has complied with the requirements of Listing Agreement(s) during
the year under review. All the Quarterly & Yearly Compliances are upto-date, scanned pdf files are emailed,
uploaded on BSE listing portal, couriered by Speed-Post, XBRL submissions at Online Portal, uploaded at
Company’s Website, etc.

• Listing Fee stands paid to BSE for & upto 31.03.2025.

• Annual Custodial Fee stands paid to NSDL & CDSL as per Bills recd.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of the SEBI (LODR) Regulations, 2015, the “Management’s
Discussion andAnalysis Report” is presented in a separate section forming part of the Annual Report.

VOLUNTARY DELISTING OF EQUITY SHARES FROM CALCUTTA STOCK EXCHANGE LTD.

This Notice is issued in compliance with Regulation 6, 7 and other applicable regulations, if any, of the SEBI
(Delisting ofEquity Shares) Regulations 2009 (herein after referred as ‘Delisting regulations’) to the Equity
Shareholders of “Swagtam Trading & Services Limited” (PAN: AAACS8477Q) (herein after referred as
‘Company’), in respect of thevoluntary delisting of 11,90,500 Equity Shares of the face value of Rs. 10/-
each, of the Company from The Calcutta Stock Exchange Limited (CSE). At present, the Shares of the
Company are listed on CSE and BSE Ltd. The Board ofthe Directors at its Meeting held on 09.11.2020, has
approved voluntary delisting of the 11,90,500 Equity Shares of the face value of Rs. 10/- each, from CSE in
accordance with the Delisting Regulations and have communicated the same to CSE Listing Department.
Considering CSE had seen a halt/suspension in its trading activity since 2013, after the capital market
regulator, Securities and Exchange Board of India (SEBI), had barred trading at C-Star (the online platform
of CSE), for non-compliance of clearing and settlement norms. “It is status quo for CSE”. CSE’s own Trading
Platform has been Shut since 2013 following SEBI’s Directives and also CSE have been asked to exit by
SEBI but the matter is stated to be Sub- judice before Calcutta High Court while other 13 regional stock
exchanges have closed under the Exit Policy of SEBI.

However, the equity shares of the company shall continue to remain Listed on BSE Ltd., which is a
recognized Stock Exchange and is having nation-wide Trading Platform as per Delisting Regulations.

SUBSIDIARIES AND JOINT VENTURES COMPANIES

During the year under review, your Company does not have any subsidiary & holding companies and no
type of joint- venture, merger or amalgamation.

CORPORATE GOVERNANCE

Company is committed to maintain the highest standards of corporate governance and adhere to the
corporate governance requirements set out by SEBI. Corporate Governance is about maximizing shareholders
value ethically and sustainably. We believe sound corporate governance is essential criteria to enhance and
retain investor’s reliance.

We always seek to ensure that our performance is driven by integrity.

As required under Regulation 34(3) read with Part C of Schedule V to the SEBI (LODR) Regulations, 2015,
Report on Corporate Governance (CGR) is annexed herewith and forms part of this Annual Report. The
requisite Certificate from the Secretarial Auditors of the Company confirming compliances with the
conditions of corporate governance is attached to the ‘Corporate Governance Report.’

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

Board consists of Five members, one of whom is Executive (CFO) and WTD, 3 are independent directors and
1 is non- independent director. Board consists of appropriate mix of executive & independent & non-

independent & woman Directors to maintain the independence of the Board and to separate its functions of
governance and management.

The Company has formulated a remuneration policy including criteria for determining qualifications,
positive attributes, independence of a director and other matters, as required u/s 178(3), which provides the
manner of selection of Board of Directors, KMP and their remuneration. In case of appointment of
independent Directors, the Nomination and Remuneration Committee shall satisfy itself with regard to
independent nature of the Directors viz-a-viz the company so as to enable the Board to discharge its
performance and duties effectively.

INDEPENDENT DIRECTORS

Independent Directors have additionally met 2 times in the F. Y. 2022-23 as required under Schedule IV of
the Companies Act, 2013 (Code for Independent Directors) read with Regulations 25(3) of the SEBI (Listing
Obligation & Disclosure Requirements) Regulations, 2015

(a) to review the performance of non - independent Directors and the Board as a whole,

(b) to review the performance of Board, taking into account the views of executive and non-executive directors;

(c) to assess the quality, quantity and timeliness of flow of information between the management and
the Board which is necessary for the Board to effectively and reasonably perform their duties.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Raman Mittal, Ms. Apra Sharma and Ms. Anupama Kashyap are Independent Directors on the Board of
your company. Company has received necessary declarations from each Independent Director u/s 149(7),
and in the opinion of the Board and as confirmed by these Directors that all of them meets the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR)
Regulations, 2015.

Independent Directors have also confirmed that they have complied with the Company’s code of conduct.
BOARD EVALUATION

As mandated under the SEBI (LODR) Regulations, 2015, the Board reviews and monitors the Board
evaluation framework. The Board evaluates various parameters such as decision-making, relationship with
stakeholders, company performance and strategy, checking of Board and Committee’s effective working, etc.

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own
performance and that of its committees and directors and Schedule IV to the Companies Act, 2013 states
that the performance evaluation of independent director shall be done by entire Board, excluding director being
evaluated.

Evaluation of all the Directors and the Board as a whole has been conducted and Board approved evaluation
results as collated by “Nomination and Remuneration Committee.”

The Board has evaluated the effectiveness of its functioning and that of the Committees and of individual
Directors by seeking inputs on various aspects of Board/Committee Governance and considered and
discussed in details the inputs received from the Directors.

DECLARATIONS BY DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL

Annual Report of the Company contains a Certificate by the CFO / CEO in terms of Para D of Schedule V
to the SEBI(LODR) Regulations, 2015 on the declarations received from the Directors and the Senior
Management personnel affirming compliance with the Code as applicable to them during the year ended

31.03.2024.

BUSINESS RESPONSIBILITY REPORT

As per Regulation 34(2)(f) of SEBI (LODR) Regulations, the top 1000 listed entities based on market
capitalization (calculated as on 31 March of every financial year), shall, in their annual report, include a
business responsibility report describing the initiatives taken by them from an environmental, social and
governance perspective. Therefore, Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015 is not applicable.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

In accordance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has
adopted the Code of Conduct to Regulate, Monitor and Report Trading by Insiders (“Insider Trading Code”).
The said Insider Trading Code applies to Directors, Senior Management Personnel, persons forming
part of the Promoter(s) & Promoter(s) Group and such other designated employees of the Company, who
are expected to have access to unpublished price sensitive information & explains the guidelines and
procedures to be followed and disclosures to be made while dealing with the shares as well as the
consequences of Violation of Norms. The code of conduct for Prevention of insider trading is available on
the Company’ website www. swagtam .com.

UNIFORM LISTING AGREEMENT

SEBI issued SEBI (LODR) Regulations, 2015 which became effective from 01.12.2015 by replacing existing
Listing Agreement. Company executed New Listing Agreement(s) with BSE Ltd. and CSE Ltd. during February
2016.

OPERATIONS

Our reputation for excellence and integrity earned through the consistent delivery of quality work and by
adhering to the standard of business conduct through principles of Corporate Governance continues to be
our most valuable assets. Aswe position ourselves for the future and our standard of excellence, integrity and
accountability will serve us well.

Further, no Material Events, commitments and changes occurred between the end of the financial year to
which the financial statements relate and to till date of this Report.

VIGIL MECHANISM

Company has formulated a Vigil Mechanism cum Whistle Blower Policy in terms of Section 177(10) of the
Companies Act, 2013 and also in terms of Regulation 4(2)(d) (v) and Regulation 22 of SeBi (LODR)
Regulations, 2015, includes an Ethics & Compliance Task Force or to the Chairman of Audit Committee. The
Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no
discrimination will be meted out to any person for a genuinely raised concern. Protected disclosures can be
made by a whistle blower through an e-mail or letter. The Policy on vigil mechanism is available or may be
accessed on the Company’s website. The details of Vigil Mechanism (Whistle Blower Policy) adopted by the
Company have been disclosed in the ‘Corporate Governance Report’ attached to this Report and form an integral
part of this report and also the company has complied with the provisions relating to the Constitution of
Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressed) Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of the Companies Act, 2013 relating to CSR do not mandatorily apply to your company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

Contracts/ Arrangements/ Transactions, if any, entered by the company during the financial year 2023-24
with related parties were in the ordinary normal course of business and on an “arm’s length basis”.

During the year, the company has not entered into any contract/ arrangement/ transaction with related
parties which could be considered material.

Your directors draw attention of the members to “Notes to the Financial Statements’ Form - AOC-2
which sets out Related Party Disclosures.

RISK MANAGEMENT POLICY

Risk Management Policy is Not Applicable to your company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS/ INCOME
TAX

No significant and material Orders were passed by the regulators or courts or tribunals or income tax dept,
etc. impacting the ongoing concern status and company’s operations.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means
the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its
business, including adherence to company’s policies, safeguarding its assets, prevention and detection of
frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable
financial information.

Company has a proper and adequate internal financial control system, commensurate with the size & scale
of its operations. The scope and authority of the internal Audit function is well defined in the Organization. The
internal financial control system ensures that all assets are safeguarded and protected and that the
transactions are authorized, recorded and reported correctly. Internal Auditors independently evaluate the
adequacy of internal controls and audit the transactions.

Independence of the audit and compliance is ensured by timely supervision of the Audit Committee over Internal
Audit findings. Significant audit observations and corrective actions suggested are presented to the Audit
Committee on regularly basis.

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

Company has adopted the Policy for Prevention of Sexual Harassment of Women at workplace and has set
up Committee for implementation of said policy and No Complaints has been received during the financial
year.

DETAILS OF COMMISSION RECEIVED BY MD / WTD

None of the Directors have received any commission during the year under review.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There are no significant/ material events to be reported under this head.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Your company did not have any funds lying unpaid or unclaimed for a period of seven years, therefore, there
were no funds which were required to be transferred to IEPF.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements Section 134 (3)(c) of Companies Act, your Directors confirm that:

a. In the preparation of the annual accounts for the year ended 31.03.2024, the applicable accounting
standards had been followed along with proper explanation relating to material departures;

b. The Directors had selected such accounting policies and applied them consistently and made
judgements andestimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs as at 31.03.2024and of the profit and loss of the company for that period;

c. the Directors had 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;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively; and

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.

COMPLIANCES

Company has devised proper systems to ensure compliances of Laws applicable and the compliance reports
issued by the Departmental Heads are placed before the Board confirming compliances by the company with
all applicable Laws.

SHARE TRANSFER SYSTEM

Shares lodged for physical transfer are registered within a period of 15 days, if the documents are clear and
complete in all respects. The shares duly transferred would be dispatched to the Shareholders upon approval
of transfers. Adequate care is taken to ensure that, no transfers are pending for more than a fortnight. As
bulk of the Company’s shares is currently in dematerialized form, the transfers are processed and approved
in the electronic form by NSDL / CDSL through depository participants. Alankit Assignments Limited is
the Share Transfer Agent for both physical and dematerialized mode.

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

Information required to be given pursuant to this Clause are given below:

A. CONSERVATION OF ENERGY

Your company did not use any significant Energy during the year under review. Your Company is
conscious about its responsibility to conserve energy, power and other energy sources wherever
possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory
requirements and guidelines

B. RESEARCH & DEVELOPMENT

Your company has not imported any technology for any research and development.

C. TECHNOLOGY ABSORPTION

Your company has not imported any technology; however, we believe and use information
technology extensively in all spheres of our activities to improve efficiency levels.

n FORRirnvr RYrHAi\rr,p. F.ARi\rii\rr.s Aivrn otitoo

	31.03.2024	31.03.2023
	(Amt.)	(Amt.)
Foreign Exchange Earnings	Nil	Nil
Foreign Exchange Outgo	Nil	Nil

CEO/ CFO CERTIFICATION

In accordance with the Regulation 17(8) read with Part B of Schedule V to the SEBI (LODR) Regulations,
2015 pertaining to corporate governance norms, Ms. Vinod Bala (DIN:09790881), WTD & CFO of the company,
have certified, inter-alia, on review of financial statements and establishing and maintaining internal controls
for the financial reporting for the year ended 31.03.2024. The said Certificate forms an integral part of this
‘Annual Report’ and the Certificate has been reviewed by the Audit Committee and take non record by the Board
of Directors.

FINANCIAL STATEMENTS

Annual Report of F. Y. 2023-24 of the Company containing complete Balance Sheet, Statement of Profit & Loss,
other Statements and Notes thereto, prepared as per the requirements of Schedule III to the Companies Act,
2013, Directors’ Report (including Management Discussion and Analysis Report and Corporate Governance
Report), Etc., are being sent via Email to all shareholders who have provided their Email address(es) and to
Others also Full version of ‘Annual Report’ is also available for inspection at the registered office of the
company during working hours up to the date ofensuing AGM.

It is also available at the Company’s website www.swagtam.com.

NOTICE of the AGM and Annual Report shall also be placed at the website of NSDL/CDSL.

Please note that Members will be supplied, free of cost, Annual Report, upon receipt of written request.

DEMATERIALIZATION OF SHARES

As mentioned in Company’s earlier Annual Reports, the company’s equity shares are in compulsory Demat
mode in terms of SEBI Guidelines. This has been facilitated through arrangement with NSDL and CDSL. About
94.84% of the issued shares of the company are already in dematerialized form. M/s. Alankit Assignments
Limited, New Delhi, is acting as the RTA for this purpose and acts as share agent in terms of SEBI
Guidelines.

DISCLOSURES
AUDIT COMMITTEE

Your Directors wish to inform that in Compliance with Section 177 of the Companies Act, 2013 and Regulation
18 of SEBI (LODR) Regulations, 2015, an Audit Committee is duly constituted/re-constituted.

Audit r.nmmittpp rnmnrisps nf thp fnllnwina -

Sr. No.	Name of the Director	Category of Director
1.	Mr. Apia Sharma	Chairman, Non- Executive & Independent Director
2.	Mr. Raman Mitta	Member, Non-Executive & Independent Director
3.	Ms. Sumit Gupta	Member, Non -Executive & Independent Director
4.	Ms. Vinod Bala	Member - Executive Director

Details ofAudit Committee have been separately given in the Corporate Governance Report.

Farther, recommendations ofAudit Committee were accepted by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE

In terms of Regulation 19 of SEBI (LODR) Regulations, 2015 and pursuant to the provisions of Section
178(1) of the Companies Act, 2013, Nomination & Remuneration Committee is duly constituted / re¬
constituted.

Nomination and Remuneration Committee comprises of following Directors: -
NOMINATION AND REMUNERATION COMMITTEE

Sr. No.	Name of the Director	Category of Director
1.	Mr. Apia Sharm	Chairman, Non- Executive & Independent Director
2.	Mr. Raman Mittal	Member, Non-Executive & Independent Director
3.	Ms. Sumit Gupta	Member, Non -Executive & Independent Director
4.	Ms. Vinod Bala	Member - Executive Director

Details of Nomination & Remuneration Policy and Committee are furnished in the CGR, which is annexed
herewith.

SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE

In terms of Regulation 20 of SEBI (LODR) Regulations, 2015 and pursuant to the Stakeholders Relationship
Committee is duly constituted / re-constituted.

Shareholders / Investors Grievance Committee comprises of following Directors
SHARRHm.nRPfi / Tivri7ir..i?.

Sr. No.	Name of the Director	Category of Director
1.	Mr. Apia Sharma	Chairman, Non- Executive & Independent Director
2.	Mr. Raman Mitta	Member, Non-Executive & Independent Director
3.	Ms. Sumit Gupta	Member, Non -Executive & Independent Director
4.	Ms. Vinod Bala	Member - Executive Director

Details of Committee are furnished in the ‘Report on Corporate Governance

RISK MANAGEMENT COMMITTEE NOT APPLICABLE
E-VOTING

Company is providing E-voting facility to all members to enable them to cast their votes electronically on all
Resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule
20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (LODR)
Regulation 2015.

The above Rule 20 of the Companies (Management and Administration) Rules, 2014 have been amended on
March 19, 2015 to introduce a new Concept of e-voting i.e. E-Voting at general meeting through an electronic
voting system. To comply with the requirements of new Companies Act, 2013 and to ensure good governance
for its members, your company has provided e-voting facility for its general meetings to enable its members
to participate in the voting electronically.

The instruction(s) for e-voting for ensuing AGM is also provided with Notice to Shareholders of this Annual
Report. Company has signed necessary agreements with NSDL and CDSL to facilitate e-voting for member(s).

APPRECIATION

Your directors wish to express their sincere appreciation to its Valued Clients, Bankers, various
Departments & Agencies and Employees of the company, etc., for their continued valued support, guidance
& co-operation.

By Order of the Board of Directors
Swagtam Trading and Services Limited

Dated: 14^th August 2024 Vinod Bala

Place: New Delhi Chairman & Whole Time Director

DIN No. 09790881