Dear Shareholders Swastika Investmart Limited
Your Directors are pleased to present the 34th Annual Report
on the business and operations of Swastika Investmart Limited along with Standalone and
Consolidated Audited Financial Statements of the Company for the financial year ended
March 31, 2026.
1. State of Affairs and Financial Performance
1.1 Financial Highlights and Summary of Standalone and Consolidated
Financial Statements
The Standalone and Consolidated Financial Statements of the Company for
the financial year ended March 31, 2026, have been prepared in accordance with the Indian
Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as
amended from time to time.
The performance highlights and summarized financial results of the
Company are given below:
| Particulars |
Standalone |
Consolidated |
|
Year ended 31st March 2026 |
Year ended 31st March
2025 |
Year ended 31st March 2026 |
Year ended 31st March 2025 |
| Total Income |
10934.80 |
13536.34 |
11016.88 |
14074.03 |
| Total Expenditure |
8952.25 |
10593.58 |
9156.09 |
11429.66 |
| Profit/(Loss) before exceptional and extraordinary items
& tax |
1982.55 |
2942.76 |
1860.79 |
2644.37 |
| Exceptional & Extraordinary Item |
0.00 |
0.00 |
0.00 |
0.00 |
| Profit/(Loss) before tax |
1982.55 |
2942.76 |
1860.79 |
2644.37 |
| Less : Provision for Tax |
|
|
|
|
| Current Tax of Current Year |
519.58 |
737.03 |
519.58 |
741.30 |
| Deferred Tax |
9.58 |
(7.18) |
5.51 |
(86.12) |
| Profit/(Loss) after tax |
1453.39 |
2212.91 |
1335.70 |
1989.19 |
| Share of Profit/(Loss) of Associates |
- |
- |
(32.64) |
0.00 |
| Profit / (Loss) for the period and Share of |
1453.39 |
2212.91 |
1303.06 |
1989.19 |
| Profit / (Loss) of Associates |
|
|
|
|
| Other comprehensive Income (Net of Tax) |
(138.87) |
156.48 |
(138.87) |
156.48 |
| Total Comprehensive Income |
1314.52 |
2369.39 |
1164.19 |
2145.67 |
| Paid up Equity Share Capital |
401.97 |
346.27 |
401.97 |
346.27 |
| Earnings per share ('2/- each) |
|
|
|
|
| Basic (in ') |
7.42 |
14.81 |
6.65 |
13.31 |
| Diluted (in ') |
7.42 |
9.65 |
6.65 |
8.67 |
1.2 Operational and State of Company's Affairs
• On a Standalone basis, your company has revenue from operation
of ' 10,872.31 Lakhs for the financial year ended 31st March 2026 as against '
13,522.11 Lakhs in the previous year, reflecting a decrease of 19.60%.
• The company reported standalone net profit after tax before
other comprehensive income of ' 1453.39 Lakhs as against previous year in which Company
posted net profit before other comprehensive income of ' 2212.91 Lakhs, reflecting the
decrease of 34.32%.
• On a consolidated basis, your company has recorded revenue from
operation of ' 10,965.65 Lakhs for the financial year ended 31st March 2026 as
against ' 14,058.47 Lakhs in the previous year, reflecting a decrease of 22%.
• Your company reported consolidated net profit after tax before
other comprehensive income of ' 1,303.06 Lakhs as against previous year in which Company
posted net profit before other comprehensive income of ' 1,989.19 Lakhs, reflecting the
decrease of 34.49%. The consolidated financials reflect the cumulative performances of
Swastika Investmart Limited along with its wholly owned subsidiaries and associate
companies. Detailed description about the business carried out are contained in the
Management Discussion and Analysis report.
1.3 Future Outlook
Swastika Investmart Limited focus will be on building a more resilient
and diversified business model by strengthening synergies across its financial services
platform including Stock Broking, Merchant Banking, Research Analyst, Debt Segment and
Alternate Investment Fund.
In parallel, the Company is intensifying its efforts to scale its
wealth management model by delivering integrated, client-centric solutions. The emphasis
will be on leveraging technology to enhance accessibility, personalization, and
efficiency, while continuously expanding the product suite to meet evolving investor
needs. This dual focus on capability enhancement and customer experience is expected to
drive sustainable growth in both revenues and client base.
Swastika is also making focused investments in digital infrastructure,
automation, and talent to support its growth ambitions. The adoption of AI- driven tool
for customer engagement will not only improve efficiency and scalability but also enable
the Company to respond proactively to evolving market dynamics. This technology-led
approach will be instrumental in building a resilient, future-ready organization.
Swastika will also continue to invest in strengthening its
organizational capabilities—through talent development, process optimization, and
digital transformation-ensuring agility in a dynamic market environment. With a
disciplined approach to risk management and a clear strategic direction, the Company is
well-positioned to navigate market cycles and create long-term value.
Grant of Certificate of SEBI Registration as Research Analyst
During the year under review, the Company have received Certificate of
Registration as Research Analyst from Securities and Exchange Board of India (SEBI) under
Regulation 9 of Securities and Exchange Board of India (Research Analysts) Regulations,
2014 to act as Research Analyst effective from 11.12.2025.
2. Annual Return
Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies
Act, 2013, the requirement to place copy of Annual Return for Financial year 2025-26 is
applicable to the Company and the same is available on the website of the Company i.e.
https://swastikawebdocs.s3.ap-south-1.amazonaws.com/report document
collection/ExtractofAnnualReturn-MGT7-FY2025-26.pdf
3. Capital Structure
The Paid-up Equity Share Capital as on 31st March 2026 stood
at '401.97 lakhs. During the year under review, the company has not issued any shares with
differential voting rights nor granted any stock option or sweat equity shares.
Further, the Members of the Company at their 33rd AGM held
on 27th June, 2025 approved the introduction and implementation of Swastika
Investmart Limited-Employee Stock Option Scheme 2025 ('Swastika ESOS - 2025'). However, at
the end of the Financial year 31st March, 2026, the Company has neither
granted/vested nor any option exercise by any employee under the said scheme therefore
disclosure under rule 12(9) of Companies (Share Capital and Debentures) Rules, 2014 are
not applicable.
The disclosures required to be made under the Act and SBSE Regulations
are available on the website of the Company at
https://tinyurl.com/SILESOS
Pursuant to Regulation 13 of the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the Company has
obtained a certificate from L.N. Joshi & Company, Secretarial Auditor of the Company,
confirming implementation of the Scheme in accordance with the applicable regulations. The
certificate is available on the website of the Company i.e.
https://tinyurl.com/SwastikaESOSCompCert
Conversion of warrants into equity shares
During the financial year 2025-26, the Preferential Allotment Committee
in its meeting held on 06th June 2025, has approved allotment of 27,85,000
equity shares of the company of ' 2 each upon conversion of 5,57,000 share warrants issued
on preferential basis as option exercised
by warrant holders on receipt of the remaining 75% of the consideration
amount of ' 1299.20 Lakhs (Rupees Twelve Crores Ninety Nine Lakhs Twenty Thousand Two
Hundred Fifty only) with request for conversion of the said 5,57,000 Share Warrants into
27,85,000 Equity Shares of '2/- each fully paid up (after considering the impact of
Split).
The Trading approval for aforesaid allotted 27,85,000 Equity Shares
received from BSE Limited on Wednesday, 30th July, 2025, effective from
Thursday, 31st July, 2025.
Accordingly, post allotment of equity shares upon conversion of
warrants, the capital structure of your Company as on 31st March, 2026 is as
follows:
| Type of Capital |
No. of equity shares |
Face Value of ' |
Total Share Capital (in Lakhs) |
| Authorised Share Capital |
3,00,00,000 |
2 |
600.00 |
| Issued, Subscribed and Paid-up Share Capital |
2,00,98,500 |
2 |
401.97 |
Further, as on 31st March 2026, none of the Directors of the
company hold instruments convertible into equity shares of the Company. Statement of
Deviation or Variation
During the financial year ended 31st March, 2026, the
Company has received fund of ' 1299.20 Lakhs (Rupees Twelve Crores Ninety-Nine Lakhs
Twenty Thousand Two Hundred Fifty only) upon conversion of the said 5,57,000 Share
Warrants into 27,85,000 Equity Shares of ' 2/ - each fully paid up (after considering the
impact of Split) which was fully utilized by the company for the objectives or purposes
for which the funds have been raised i.e. To meet the incremental working capital
requirement and general corporate purpose.
4. Number of Meetings of the Board, its Committees & General
Meeting
The Board met 4 (four) times during the FY 2025-26, the details of
which are given in the Corporate Governance Report forming part of the Annual Report. The
maximum interval between any two meetings did not exceed 120 days, as prescribed in the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations").
Information on the Audit Committee, Nomination and Remuneration
Committee ("NRC"), Stakeholders Relationship Committee, Finance Committee and
Preferential Allotment Committee and meetings of those Committees held during the year are
given in the Corporate Governance Report.
Further, 33rd Annual General Meeting of the Company for
financial year 2024-25 was held on 27th June 2025 and no Extra Ordinary General
Meeting of the Company was held during the financial year 2025-26.
5. Dividend
The Board is pleased to recommend a dividend @ 30.00% for the financial
year ended 31st March, 2026, i.e. ' 0.60 per equity share of ' 2 each fully
paid up, subject to approval of the members in ensuing 34th Annual General
Meeting.
Amount transferred to Investor Education and Protection Fund
Pursuant to the applicable provisions of the Companies Act, 2013 read
with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (Rules) as amended, all unpaid or unclaimed dividends are required to
be transferred by the Company to the Investor Education and Protection Fund (IEPF)
established by the Central Government, after completion of seven years from the date of
transfer to Unpaid Dividend Account of the Company. Hence, during the Financial Year
2025-26 unpaid/unclaimed dividends of ' 0.44 Lakhs relating to financial year ended
2017-18 and ' 1.16 lakhs (after TDS) relating to dividend declared on 27th
June, 2025 on shares already transferred in IEPF, were transferred to the IEPF.
Further, according to the Rules, the shares in respect of which
dividend has not been paid or claimed by the shareholders for seven consecutive years or
more shall also be transferred to IEPF Authority. Accordingly, during the financial year
2025-26, the Company has transferred 5,601 Equity Shares of ' 2 each related to dividend
declared for financial year 2017-18 to account of IEPF Authority.
Details of Nodal Officer
The Company has appointed Mrs. Shikha Agrawal, Company Secretary and
Compliance Officer as the Nodal Officer for the purpose of coordination with Investor
Education and Protection Fund Authority. Details of the Nodal Officer are available on the
website of the Company
at https://tinyurl.com/SILIEPFNO.
6. Amounts transferred to Reserves
During the year under review, your Company has transferred ' 500.00
lakhs to General Reserves out of the Profits available for appropriation.
7. Deposits
Your Company has neither invited nor accepted any deposits from public
within the meaning of Sections 73 and 76 of the Companies Act, 2013 ('Act') read with
Companies (Acceptance of Deposits) Rules, 2014 during the financial year ended March 31,
2026. Therefore, the details in terms of Rule 8(5)(v) and 8(5)(vi) of Companies (Accounts)
Rules, 2014 are not required to be provided.
Disclosure of unsecured loan from Directors
Pursuant to Section 2(31) of the Companies Act, 2013 (including any
statutory modification or re-enactment thereof for the time being in force), the Company
had not received any unsecured loan from directors during the financial year 2025-26.
8. Details of Subsidiary Companies, Joint Ventures or Associate
Companies
During the financial year 2025-26, the company has disposed of 5,25,000
Equity Shares of '10/- each fully paid-up consisting 70% (seventy percent) shareholding in
Swastika Insurance Broking Services Limited (wholly owned subsidiary company) due to
which, it has ceased to be Wholly Owned Subsidiary Company and has become Associate
Company with effect from 12th June 2025. Except this, no companies that have
become or ceased to be the subsidiary, associate or joint venture of the Company during
the financial year 2025-26.
Further, as on 31st March 2026, the Company has three Wholly
Owned Subsidiaries and one Associate Companies i.e.:
| Name of Company |
Wholly Owned Subsidiary/ Associate |
| 1. Swastika Fin-Mart Private Limited |
Wholly Owned Subsidiary |
| 2. Swastika Investmart (IFSC) Private Limited |
Wholly Owned Subsidiary |
| 3. Avisa Wealth Manager Private Limited |
Wholly Owned Subsidiary |
| 4. Swastika Insurance Broking Services Limited |
Associate Company (w.e.f. 12th June 2025) |
There is no joint venture Company within the meaning of Companies Act,
2013.
During the financial year, your Board of Directors had reviewed the
affairs of the subsidiaries and associate companies. The consolidated financial statements
of your Company are prepared in accordance with Section 129(3) of the Companies Act, 2013;
and forms part of this Annual Report.
A separate statement containing salient features of the Financial
Statements of all the Subsidiaries and Associate Companies in accordance with Section
129(3) of the Companies Act, 2013 and Rule 5 and Rule 8(1) of the Companies (Accounts)
Rules, 2014, and the rules made there under in the prescribed Form AOC-1 are annexed to
this Report as Annexure-A and hence is not repeated here for sake of brevity. There
has been no material change in the nature of the business of the subsidiary company.
In accordance with fourth proviso to Section 136(1) of the Companies
Act, 2013, the Annual Report of your Company, containing inter alia the audited standalone
and consolidated financial statements of the Company for the financial year ended 31st
March, 2026, along with relevant documents, has been placed on the website of the Company
atwww.swastika.co.in. Further, audited financial statements together with related
information of each of the subsidiary companies have also been placed on the website of
the Company atwww.swastika.co.in.
In terms of Section 136 of the Companies Act, 2013 (‘the Act'),
financial statements of the subsidiary companies are not required to be sent to the
members of the Company. The Company shall provide a copy of the annual accounts of its
subsidiary companies to the members of the Company on their request. The annual accounts
of its subsidiary companies will also be kept open for inspection at the registered office
of the Company during business hours.
Pursuant to the requirements of Regulation 34(3) read with Schedule V
of the SEBI Listing Regulations, the details of Loans/ Advances made to its Wholly owned
Subsidiary Companies and investments made in the subsidiaries and associate have been
furnished in Notes forming part of the Accounts.
Material Subsidiary
Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 defines a "material subsidiary" as a subsidiary
whose turnover or net worth exceeds 10% of the consolidated turnover or net worth,
respectively, of the listed entity and its subsidiaries in the immediately preceding
accounting year.
Based on the aforesaid criteria and the audited financial statements
for the immediately preceding financial year, none of the above subsidiaries falls within
the definition of an unlisted material subsidiary under the aforesaid provisions of the
SEBI Listing Regulations.
The Policy for determining Material Subsidiary has been uploaded on the
Company's website at https://tinyurl.com/PolicyonMaterialSubsidiary
9. Consolidated Financial Statements
The consolidated financial statements of the Company for the financial
year ended 31st March, 2026, have been prepared in accordance with the Indian
Accounting Standards (IND AS) 110 - "Consolidated Financial Statements" as
notified by Ministry of Corporate Affairs and as per the general instructions for
preparation of consolidated financial statements given in Schedule III and other
applicable provisions of the Act, and in compliance with the SEBI Listing Regulations.
The Audited Consolidated Financial Statements along with the Auditors'
Report thereon forms part of the Annual Report.
10. Details of Directors and Key Managerial Personnel
The Company has a professional Board with an optimum combination of
executive and non-executive directors who bring to the table the right mix of knowledge,
skills and expertise. The Board provides strategic guidance and direction to the Company
in achieving its business objectives and protecting the interest of stakeholders. The
composition of the Board of Directors of the Company is in accordance with the provisions
of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing
Regulations.
• Change in Directors
During the Financial Year 2025-26, there was no change in the Directors
of the Company.
• Directors liable to retire by rotation seeking re-appointment
In accordance with the provisions of Section 152(6) of the Companies
Act, 2013 and the Company's Articles of Association, Mrs. Anita Nyati (DIN: 01454595),
Whole Time Director, retires by rotation at the forthcoming Annual General Meeting and
being eligible offers herself for reappointment. However, her term is fixed and shall not
break due to this retirement. Your Directors have recommended her appointment for approval
of the shareholders, in the ensuing Annual General Meeting of your Company.
• Key Managerial Personnel
As on 31st March, 2026, the following have been designated
as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the
Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended from time to time:
1. Mr. Sunil Nyati (DIN: 00015963), Chairman & Managing Director;
2. Mrs. Anita Nyati (DIN: 01454595), Whole Time Director;
3. Mr. Parth Nyati (DIN:02583324), CEO & Whole Time Director;
4. Mr. Mahendra Kumar Sharma, Chief Financial Officer;
5. Mrs. Shikha Agrawal, Company Secretary and Compliance officer
• Change in the Key Managerial Personnel
During the Financial Year 2025-26, shareholders on recommendation of
Nomination and remuneration Committee and approval of Board of Directors of the Company,
in the 33rd AGM held on 27th June, 2025 designated Mr. Parth Nyati,
Whole-Time Director of the Company, as the Chief Executive Officer (CEO) of the Company
with effect from 1st February, 2025, and he will continue to hold the position
of Whole Time Director till 05th June, 2027.
• Disqualifications of directors
During the year under review, declarations were received from the
Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board
appraised the same and found that none of the director is disqualified for holding office
as director.
11. Declaration by Independent Director
The Independent Directors have submitted the declaration of
independence, as required under Section 149(7) of the Companies Act, 2013, stating that
they meet the criteria of independence as provided in Section 149(6) of the Companies Act,
2013 and Regulation 16(1)(b) of SEBI Listing Regulations as amended from time to time.
Further, in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent
Directors have confirmed that they are not aware of any circumstance or situation which
exists or may be reasonably anticipated that could
impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence and that they are
independent of the Management. The Board of Directors of the Company have taken on record
the declaration and confirmation submitted by the Independent Directors after undertaking
due assessment of the veracity of the same.
The Board is of the opinion that the Independent Directors of the
Company hold highest standards of integrity and possess requisite expertise and experience
required to fulfil their duties as Independent Directors.
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of
the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent
Directors of the Company have confirmed that they have registered themselves with the
databank maintained by the Indian Institute of Corporate Affairs, Manesar
("IICA"). The Independent Directors are also required to undertake online
proficiency self-assessment test conducted by the IICA within a period of 2 (two) years
from the date of inclusion of their names in the data bank, unless they meet the criteria
specified for exemption.
All the Independent Directors of the Company are exempt from the
requirement to undertake online proficiency self-assessment test except Mr. Anshul Agrawal
(DIN: 08058452). Further during the year under review, Mr. Anshul Agrawal has undertaken
the required online proficiency self-assessment test and has successfully qualified the
test for Independent Director's Databank on June 05, 2025.
12. Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of your Company, to the best of their knowledge, belief, ability and
explanations obtained by them, confirm that:
i. in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
ii. the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that year;
iii. The Directors 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;
iv. the Directors had prepared the annual accounts on a going concern
basis;
v. the Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and
operating effectively;
vi. the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
Based on the framework and testing of internal financial controls and
compliance systems established and maintained by the Company, work performed by the
internal, statutory and secretarial auditors and external agencies, including audit of
internal financial controls over financial reporting by the Statutory Auditors and the
reviews performed by Management and the relevant Board Committees, including the Audit
Committee, the Board is of the opinion that the Company's internal financial controls were
adequate and effective during the financial year 2025-26.
13. Familiarization Programmes imparted to Independent Directors
Your Company has familiarized the Independent Directors with regard to
their roles, rights, responsibilities, nature of the industry in which your Company
operates, the business model of your Company etc. The Familiarization Programme was
imparted to the Independent Directors during the meetings of the Board of Directors.
The Familiarization Programme for Independent Directors is uploaded on
the website of your Company, and is accessible at:
https://tinyurl.com/SIL-FamiliarizationProgrammes
14. Meeting of Independent Directors
The Independent Directors met once during the year as on 22nd
January, 2026. The Meeting was conducted in an informal manner without the presence of the
Chairman, the Whole Time Director, the Non-Executive Non-Independent Directors and the
Chief Financial Officer.
15. Committees of the Board of Directors
The Board is assisted by several committees, whose delegated authority
enhances role clarity and the effective execution of responsibilities throughout our
business. These committees are tasked with governance issues and provide periodic reports
to the Board on their activities. Each committee evaluates its effectiveness by reviewing
its activities against approved terms of reference in alignment with delegated powers and
authority.
The Details of Committees of the Board are given below:
(i) Audit Committee
(ii) Nomination and Remuneration Committee
(iii) Stakeholders Relationship Committee
(iv) Finance Committee
(v) Preferential Allotment Committee
The details with respect to the composition, powers, roles, terms of
reference, meetings held and attendance of the Directors at such Meetings of the relevant
Committees are given in detail in the Report on Corporate Governance of the Company which
forms part of this Annual Report.
16. Statement indicating the manner in which formal annual evaluation
of the performance of the Board, its committees and of individual directors has been made
Pursuant to Section 134(3)(p) of the Companies Act, 2013 and SEBI
Listing Regulations, the Board of Directors have carried out an annual performance
evaluation of its own performance, its Committees, the Directors individually including
Independent Directors (where in the concerned Director being evaluated did not
participate) based on the criteria and framework adopted by the Board. The Directors were
satisfied with the evaluation results, which reflected the overall engagement of the
Individual Directors, the Board as a whole and its Committees with the Company. The Board
approved the evaluation results as collated by Nomination and Remuneration Committee
("NRC").
The above criteria are broadly based on the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. The
Board considered and discussed the inputs received from the Directors. Also, the
Independent Directors at their meeting held on 22ndJanuary, 2026 reviewed the
following:
• Performance of Non-Independent Directors and the Board and the
Committee as a whole;
• Performance of the Chairperson of the Company, taken into
account the views of executive directors and non-executive directors;
• Assessed the quality, quantity and timeliness of flow of
information between the Company's management and the Board, which is necessary for the
Board to effectively and reasonably perform their duties.
The Independent Directors has also expressed their satisfaction with
overall functioning and implementations of their suggestions.
Performance evaluation criteria for Independent Directors
The performance evaluation criteria for independent directors are
determined by the Nomination and Remuneration Committee. An indicative list of factors
that may be evaluated include participation and contribution by a director, commitment,
effective deployment of knowledge and expertise, effective management of relationship with
stakeholders, integrity and maintenance of confidentiality and independence of behavior
and judgments.
Statement with regard to integrity, expertise and experience of the
Independent Director appointed during the year
During the year under review,the Board has not appointed any
Independent Director in the Company. Further, in the opinion of the Board, all our
Independent Directors possess requisite qualifications, experience, expertise and hold
high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts)
Rules, 2014. List of key skills, expertise and core competencies of the Board, including
the Independent Directors, is provided in Corporate Governance Report.
17. Particulars of Loan, Guarantees and Investments u/s 186
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of
the SEBI Listing Regulations disclosure on particulars relating to Investment are stated
in Note No. 6 of standalone financial statement. Details of loans given by the Company are
stated in Note No. 5 of standalone financial statement. Loans, guarantees and investments
are within the limit of Section 186 of the Companies Act, 2013. Loans and investments were
made for the purpose of maximum optimum return. Loans given to only wholly owned
subsidiaries were used for its principal business activities only.
18. Particulars of contracts or arrangements with related parties
Your Company has formulated a policy on materiality of related party
transactions and on dealing with Related Party Transactions (‘RPT Policy'). The
Policy intends to ensure that proper reporting; approval and disclosure processes are in
place for all transactions between the Company and Related Parties.
The updated Policy is available on the website of your Company at
https://tinvurl.com/SILPolicvOnRPT
The Board of Directors of your Company has approved the criteria to
grant omnibus approval by the Audit Committee within the overall framework of the RPT
Policy on related party transactions. All members of the Audit Committee are Independent
Non-Executive Directors.
All related party transactions are placed before the Audit Committee
for review and approval. Prior omnibus approval is obtained for related party transactions
which are of repetitive nature and/or entered in the ordinary course of business and are
at arm's length basis.
All Related Party Transactions entered during the year 2025-26 were in
Ordinary Course of the Business and at Arm's Length basis and disclosed in the Financial
Statements. The Company has not entered into any Material Related Party Transactions
during the financial year. Accordingly, the disclosure of RPTs as required under the
provisions of Section 134(3)(h) of the Act in Form AOC-2 is not applicable.
Details of related party transactions entered into by the Company, in
terms of IND AS-24 have been disclosed in the notes to the standalone/ consolidated
financial statements forming part of this Report and Annual Accounts 2025-26.
19. Conservation of Energy, Technology Absorption, Foreign exchange
earnings and outgo
Information on Conservation of energy as prescribed under Section
134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is
not applicable to the present activities of your Company.
(A) Conservation of Energy:
(i) The steps taken or impact on conservation of energy:
The operations of your Company are not energy intensive. However,
adequate measures have been initiated to reduce energy consumption.
(ii) The steps taken by the company for utilizing alternate sources of
energy:
The Company has used alternate source of energy, whenever and to the
extent possible
(iii) The capital investment on energy conservation equipment's: Nil
(B) Technology Absorption:
(i) The efforts made towards technology absorption: Technology is a
driving force at Swastika. We leverage technology at every level to drive change across
the organization. Whether it is to improve the customer's account opening experience, or
their ability to choose the right investment strategies, or to ease the life of our
internal employees and departments, we use technology to continuously improve our
processes to achieve these goals.
(ii) The benefits derived like product improvement, cost reduction,
product development or import substitution: Not Applicable.
(iii) In case of imported technology (imported during the last three
years reckoned from the beginning of the Financial Year):
The Company has neither purchased within India nor imported any
technology.
(iv) The expenditure incurred on Research and Development:
The Company has not incurred any expenditure on Research and
Development during the year under review.
(C) Foreign Exchange Earnings and outgo:
During the year, there was neither inflow nor outflow of foreign
exchange.
20. Statement in respect of adequacy of Internal Financial Control with
reference to the Financial Statements
Internal Financial Controls laid down by the Company is a systematic
set of controls and procedures to ensure orderly and efficient conduct of its business
including adherence to the Company's policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records and
timely preparation of reliable financial information. Internal financial controls not only
require the system to be designed effectively but also to be tested for operating
effectiveness periodically. The Board is of the opinion that internal financial controls
with reference to the financial statements were tested and reported adequate and operating
effectively. The internal financial controls are commensurate with the size, scale and
complexity of operations.
21. Corporate Social Responsibility (CSR)
The Company recognizes the responsibilities towards society and
strongly intends to contribute towards development of knowledge-based economy.
Pursuant to the provisions of Section 135(9) of the Companies Act 2013,
where the amount to be spent by a company under sub-section (5) of Section 135 does not
exceed ' 50 lakhs (Indian Rupees Fifty Lakhs), the requirement under sub-section (1) of
Section 135 of the Companies Act 2013, constitution of the Corporate Social Responsibility
Committee shall not be applicable and the functions of such Committee provided under this
section shall, in such cases, be discharged by the Board of Directors of such company. At
present company is not required to constitute any CSR committee as amount to be spent in
CSR is less than ' 50 Lakhs.
The Company's CSR Policy is available on the Company's web-link:
https://tinyurl.com/SILCSRPolicy
The Company has focused on social cause and implementation of its
Corporate Social Responsibility as per Schedule VII of the Companies Act, 2013.
During the financial year ended 31st March, 2026; the
Company has spent ' 33.55 Lakhs on CSR activity.
Further, detailed information report on the CSR policy and the CSR
initiatives taken during financial year 2025-26 is given in Annexure-B.
22. Remuneration Policy / Disclosure relating to remuneration of
Directors, Key Managerial Personnel and particulars of Employees
In accordance with the provision of Section 178 and other applicable
provisions if any, of the Companies Act, 2013 read with the Rules issued there under and
the SEBI Listing Regulations, the Board of Directors formulated the Nomination and
Remuneration Policy of your Company on the recommendations of the Nomination and
Remuneration Committee. Pursuant to Section 134(3) of the Companies Act, 2013, the
nomination and remuneration policy of the Company which lays down the criteria for
determining qualifications, competencies, positive attributes and independence for
appointment of Directors and policies of the Company relating to remuneration of
Directors, KMP and other employees is available on the Company's website at
https://tinyurl.com/SILRemunerationPolicy
The Board of Directors affirms that the remuneration paid to Directors,
senior management and other employees is in accordance with the remuneration policy of the
Company.
The Disclosure required under Section 197(12) of the Companies Act,
2013 read with the Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended up to date is annexed as Annexure-C and forms an
integral part of the Board Report.
None of the employee of the company is drawing more than ' 102.00 Lakhs
per annum or ' 8.50 Lakhs per month for the part of the year, during the year under
review. Details of top ten employees in terms of the remuneration and employees in receipt
of remuneration as prescribed under rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details
prescribed under rule 5(3) of the said rules, will be made available to any member on
request, as per provisions of Section 136(1) of the Act. Pursuant to Section 197(14) of
the Companies Act, 2013 neither the Managing Director nor Whole Time Director of the
Company received any remuneration or commission from any of its subsidiaries.
23. Report on Corporate Governance & Management Discussion Analysis
Your Company has complied with the Corporate Governance requirements
under Companies Act, 2013 and as stipulated under the provisions of the SEBI Listing
Regulations. A detailed Report on Corporate Governance forms part of this Annual Report. A
certificate of Practicing Company Secretary L.N. Joshi and Co., confirming compliance of
the Corporate Governance requirements by the Company is attached to the Report on
Corporate Governance.
A detailed analysis of the Company's performance is discussed in the
Management Discussion and Analysis Report, which forms part of this Annual Report.
24. Disclosure on establishment of a Vigil Mechanism/Whistle Blower
Policy
The Company has a Whistle Blower Policy and has established the
necessary vigil mechanism for directors and employees in conformation with Section 177(9)
of the Act and Regulation 22 of SEBI Listing Regulations to report. No Person has been
denied access to the Audit Committee. The details of establishment of the reporting
mechanism are disclosed on the website of the Company at the web-link:
https://tinyurl.com/SILWhistleBlowerPolicy
25. Secretarial Auditors and Secretarial Audit Report
Secretarial Auditors
Pursuant to the amended provisions of Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Act and
the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014,the
members of the Company at the 33rd Annual General Meeting held on 27th
June 2025, approved the appointment of L.N. Joshi & Co., Practicing Company
Secretaries (PCS Registration No. 4216) as the Secretarial Auditor of your Company for the
period of five consecutive financial year starting from 2025-26 to 202930.
The Secretarial Auditor has confirmed that they have subjected
themselves to Peer Review process by the Institute of Company Secretaries of India
("ICSI") and hold valid certificate issued by the Peer Review Board of ICSI.
Secretarial Audit Report
As required under provisions of Section 204 of the Act, the Secretarial
Audit Report given by the Secretarial Auditor of the Company is annexed as Annexure-D and
forms an integral part of this Report. There is no qualification, reservation or adverse
remark or disclaimer in Secretarial Audit report except the following with Board
Explanation:
| Secretarial Auditor Observations |
Management comments |
| During the period under review, the Company had certain
operational irregularities of a technical and procedural nature relating, inter alia, to
client collateral allocation reporting, segregation reporting, and other compliances under
applicable Exchange and Depository by-laws, SEBI circulars, and other applicable
regulations. The Company has taken/initiated corrective measures to address the same.
Consequently, monetary penalties aggregating to ' 9.29 Lakhs were imposed and paid to the
concerned Stock Exchanges, clearing corporations, and Depositories. These matters did not
have any material impact on the financial position or operations of the Company. |
During the financial year, the Stock Exchanges and
Depositories observed some operational and technical issues. These issues include matters
such as incorrect and short allocation reporting of clients' collateral, incorrect
segregation reporting and other similar requirements etc. Consequently, monetary penalties
were levied as part of their routine regulatory action. These penalties were duly paid by
the Company and have no significant impact on its financial or operational performance. |
26. Annual Secretarial Compliance Report
The Company has appointed L.N. Joshi & Co., Practicing Company
Secretaries to undertake an audit for the financial year 2025-26 for all applicable
compliances as per SEBI Regulations and Circulars/Guidelines issued there under. Pursuant
to provision of Regulation 24A, the Annual Secretarial Compliance Report for the financial
year 2025-26 will be submitted to the stock exchange within prescribed time.
27. Statutory Auditors
Pursuant to the provisions of Section 139(2) of the Act and the rules
made thereunder, the members at their 31st Annual General Meeting (AGM) of your
Company held on 12th September, 2023, approved the appointment of Fadnis &
Gupte LLP, Chartered Accountants, Indore (Firm Registration No. 006600C/C400324) as the
Statutory Auditors of your Company, for a term of five consecutive years from the
conclusion of 31st Annual General Meeting up to the conclusion of the 36th
Annual General Meeting (AGM to be held for financial year 2027-28).
Explanation to Auditor's Remarks
The Auditors in their report have referred to the notes forming part of
the Accounts which are self-explanatory and does not contain any qualification,
reservation or adverse remark or disclaimer.
Further, there was no fraud in the Company, which was required to
report by Statutory Auditors of the Company under sub-section (12) of Section 143 of
Companies Act, 2013.
28. Internal Auditors
The Board of Directors has appointed Anshul K Jain & Associates,
Chartered Accountant, as Internal Auditors to conduct the internal audit of the various
areas of operations and records of the Company. The periodic reports of the said internal
auditors are regularly placed before the Audit Committee along with the comments of the
management on the action taken to correct any observed deficiencies on the working of the
various departments.
The Audit Committee reviews adequacy and effectiveness of the Company's
internal control environment and monitors the implementation of audit recommendations
including those relating to strengthening of the Company's risk management policies and
systems.
29. Cost Audit
Your Company does not falls within the provisions of Section 148 of
Companies Act, 2013 read with the Companies (Cost Records & Audit) Rules, 2014 as
amended from time to time, therefore no such record is required to be maintained.
30. CEO/CFO Certification
The CEO & CFO of your Company have issued necessary certificate
pursuant to the provisions of Regulation 17(8) of the SEBI Listing Regulations and the
same forms part of this Annual Report.
31. Code of Conduct
The Board of Directors has laid Code of Conduct ("the Code")
for the Board members and Senior Management Personnel of your Company. The code of conduct
is available on the website of the Company at https://tinyurl.com/SILCodeofConduct
All Board members and senior management personnel have confirmed
compliance with the Code. Declaration on adherence to the code of conduct is forming part
of the Corporate Governance Report.
32. Statement indicating development & implementation of Risk
Management Policy
The Board of Directors has adopted a risk management policy to develop
and implement risk management procedure/plan including therein of elements of risks, if
any which in the opinion of the Board may threaten the existence of the Company.
33. Material changes & commitments, if any affecting the financial
position of the Company
No material changes and commitments affecting the financial position of
the company have occurred between the end of the financial year to which the financial
statements relate and the date of this Board's Report.
34. Environment and Safety
The Company is engaged in the industry of providing services and not in
manufacturing activities, hence it is a non-pollutant Company, however it has a deep
concern for the protection and sustainability of environment owing to which it intends to
be actively involved in activities for protection of environment. The Company emphasizes
on reducing dependence on paper communications and encourages use of electronic means of
communication which serves towards environmental protection and sustainable growth.
35. Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013
Your Company has framed and implemented an Anti-Sexual Harassment
Policy in line of the requirement of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, aiming at prevention of harassment of employees
which lays down the guidelines for identification, reporting and prevention of undesired
behavior. An Internal Complaints Committees (ICC) was duly constituted in accordance with
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. All employees (permanent, contractual, temporary, trainees) are covered under this
Policy.
The details of the complaints filed, disposed and pending during the
financial year 2025-26 is given below:
| Particulars |
No. of Complaints |
| a. Number of Complaints of Sexual Harassment received in the
year |
Nil |
| b. Number of Complaints disposed during the year |
Nil |
| c. Number of cases pending for more than ninety days |
Nil |
Further regular employee awareness sessions are conducted to generate
awareness about the policy, reporting mechanism and prevention of sexual harassment at the
workplace.
36. Listing of Shares with Stock Exchange
The shares of the Company are listed on BSE Limited, and the Company is
regular in payment of the listing fees. There was no suspension of trading during the year
under review.
37. Insurance
The Company's assets are adequately insured against the loss of fire
and other risk, as considered necessary by the Management from time to time. The Company
has also taken insurance cover for any claims/losses arising out of its core business of
stock broking.
38. Compliance of Maternity Benefit
The Company has complied with the provisions of Maternity Benefit Act,
1961 during the year under review.
NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR:
| Particulars |
Number of Employees |
| Female |
104 |
| Male |
293 |
| Transgender |
0 |
| Total |
397 |
39. Compliance of Secretarial Standards
Your Company is in compliance with the applicable Secretarial
Standards, issued by the Institute of Company Secretaries of India as amended from time to
time and approved by the Central Government under Section 118(10) of the Companies Act,
2013.
40. Depository System
Your Company's shares are tradable compulsorily in electronic form and
your Company has connectivity with both the Depositories i.e. National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view
of the numerous advantages offered by the Depository System, members are requested to
avail the facility of Dematerialization of the Company's shares on either of the
Depositories mentioned as aforesaid.
41. Other Disclosures
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions/events on these items during
the year under review:
• No Significant or material orders passed by the Regulators or
Courts or Tribunals which impact the going concern status and the Company's operation in
future.
• Voting rights which are not directly exercised by the employees
in respect of shares for the subscription/ purchase of which loan was given by the Company
(as there is no scheme pursuant to which such persons can beneficially hold shares as
envisaged under section 67(3)(c) of the Companies Act, 2013).
• There has been no change in the nature of business of your
Company.
• The Business Responsibility Reporting as required by Regulation
34(2) of the SEBI Listing Regulations, is not applicable to your Company for the financial
year ending March 31, 2026.
• No application was made or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.
• There was no one time settlement of loan obtained from the Banks
or Financial Institutions.
• There was no revision of financial statements and Board's Report
of the Company during the year under review.
42. Acknowledgment and Appreciation
Your Directors would like to express their sincere appreciation for the
co-operation and assistance received from the Company's Bankers, Stock Exchanges,
Regulatory Bodies, Stakeholders and other business associates who have extended their
valuable sustained support and encouragement during the year under review.
The Board of Directors also places on record its sincere appreciation
for the commitment and hard work put in by the Management and the employees of the
Company, and thanks them for yet an excellent year of performance.
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