It is out pleasure in presenting the 4T¹ Annual Report of the business and operations of your Company (''the Company” or "Swab'’) along wlih the Audited Financial Statements and the Auditor’s Report of the Company for the financial year ending 31^SI March, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

Financial Results

The summarized financial results fur Ihe year ending 31^s1 March. 2024 arc as under:

Performance Review

During the fiscal year ending 3D¹ March, 2024, Gross revenue grew by 5.74 % and Profit after tax is Rs. 57.90 Lakhs for the year FY 2023-2024 compared to a Profit of Rs, 64.J8 Lakhs for the previous year.

State of Company’s Affairs

The Company has been registered with the Reserve Bank of India, in terms of Section 45-1A of Reserve Bank oF India Act, 1934 and is carrying on NBFC activity of the business or Investment in Shares & Securities and Imer-Corporale &. Personal Loan, The Company is non-Deposit taking NBFC Company.

Change in Ihe nature of business

There are no Changes in the nature of business of' the company during the year under review. Share Capital

The Company’s Paid-up Share Capital as on 31⁴¹ March, 2024 was Rs. ]{). 10 Crores.

Transfer to Reserve

During the financial year the Company has transferred Rs, 11,57,911.00 to Statutory Reserves in terms of Section 45-IC of the Reserve Bank of India Act, J 934.

Dividend

The Company has not made any provision for payment of dividend for the year under consideration.

Materia] Changes and Commitments, if any, affecting the Financial Position of the Company which has occurred between the end of the financial year to which the financial statements relate and the date or the report.

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

Performance & financial position of Subsidiary Company (its), Associates and Joint Ventures

The Company have one subsidiary companies - Radhashree Roadsters Pvt, Ltd.

Financial Highlight of Rad hash ree Roadsters Pvt. Ltd.

Performance Review of Subsidiary Company

During the fiscal year ending 3 l^sl March, 2024, Gross revenue Decrease by 18,75 % and Loss after lax is Rs. 2.78 Lakhs for the year FY 2023-2024 compared lo a Profit of Rs. 21.80 Lakhs for the previous year.

Internal Financial Controls

Your Company has in place an adequate internal control system commensurate with Ihe size of ils ope rations. The internal control system comprising of policies and procedures is designed to ensure sound management of your Company’s operations, safekeeping of ils assets, optimal utilisation or resources, reliability of ils financial information and compliance. Clearly defined roles and responsibilities have been institutionalised. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your Company’s operations.

During the financial year under review, no material or serious observation has been received from Statutory Auditors and the Internal Auditors of the Company on such controls.

Particulars of loans, guarantee or investments

Details of Loans, Guarantees and Investments covered under the Provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Particulars of Related Party Transaction as per See. 169(1)

All the related party transactions are entered on arm’s length basis and are in compliance with the applicable provisions of the Act. There are no materially significant related party transactions made by the company with any of its Directors, Key Managerial Personnel or other designated persons which have potential conflict of interest of the company at large. All related party transactions as required under the provisions of Companies Act, 2013 are provided in FORM - AOC 2 as Annex ure II to this report.

Deposits

The Company did not accept any deposits during FY 2023-2024, falling within rhe purview of section 73 of the Companies Act, 2013,

Board Evaluation

The Board of Directors has carried out an annual evaiuation of its own performance, Board, Committees and Individual Directors pursuant to Lhe provisions of the Companies Act, 2013.

In a separate meeting of Independent Directors held on 2^nd February, 2024 performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, considering lhe views of Executive Directors and Non-Executive Directors.

The Board in their meeting held on 2^nd February, 2024 took note of the Performance evaluation carried out by Independent Directors and also evaluated the performance of Independent Directors, excluding the Independent Directors being evaiuaied.

Board and Committees

The Board meets at regular intervals to discuss and decide on the Company’s performance and strategies. During the financial year under review, the Board met 6 (Six) times. The dates on which the meeting of the board was held during the year are as follows:

The Company does nol pay any sitting fees or remuneration to Non-executive Director and Independent Director during the FY 2023-2024.

All necessary in formal ion which is required to be placed before the board as stipulated in Companies Act, 2013 & rules made thereunder has been placed before the board for its review and consideraiion.

Audit Committee

During the financial year under review, the Audit Committee reviewed ihe internal controls put in place to ensure that the accounts of your Company are properly maintained and that the accounting transactions are in accordance with prevailing law's and regulations. In conducting such reviews, the Committee found no material discrepancy or weakness in the internal control system of your Company. The Committee has also reviewed the procedures laid down by your Company for assessing and managing the risks.

During the financial year under review, the Audit Committee met 4 (Four) limes to deliberate on various matters and the gap between any two Meeting was not more than 120 (One Hundred Twenty) days. The required quorum was present in all the Meetings.

During the financial year under review, Audit Committee Meeting was held on 30^dl May, 2023, 14^th August, 2023, S'" November, 2023, and 2^nd February, 2024,

The composition, attendance and silting fees paid are as follows:

Nomination and Remuneration Committee

The Committee comprises of 3 (Three) Members are Independent Directors.

During the financial year under review, the Committee 4 (Four) times on 30^ltl May. 2023, 14^th August, 2023, 8^lh November, 2023 Sc 2^n<i February, 2024 and all the members were present.

Management Discussion and Analysis Report

As required under clause 49 of the Li3ling Agreement with the Stock Exchanges, the Management Discussion and Analysis Report is enclosed as Ann ex lire III 10 this report.

Declaration by Independent Directors

The Company has received necessary declaration From each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meels the criteria of Independence laid down in Section 149(6) of the Companies Act. 2013, The declaration of Independent Directors is enclosed with this Report.

Details of DirectnrVKMF who have appointed or resigned during the year

During the financial year, none of Directors or Key Managerial Persons (KMP) are retired and appoinied.

Sri Anurag Daga retires by rotation at the ensuing AGM and, being eligible, seeks reappointment; based on the performance evaluation and recommendation or the nomination and remuneration committee, the Board recommends his reappointment.

Details of Commission received by MD or WTD of the company during the financial year 197(14).

During the financial year, none of the Directors or Key Managerial Persons (KMP) has received any commission from the Company.

Key Managerial Personnel

In terms or the provisions of Section 2(51) and 203 of the Act, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Sri Shashi Kumar, Chief Financial Officer (CFO) and Sri Ravi Todi, Company Secretary (CS). are the Key Managerial Personnel of the Company.

Extracts of Annual Reitun for the financial year as per Seclion 92(3), MGT-9

As required pursuant to Section 92(3) of [he Companies Act. 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part or the Annual Report Annexure l.

A copy of the Annual Relum will be hosted on the website of the Company as h ftps: //www, swal i pro i eels, com. ___^

Details regarding conservation of energy, technology absorprinn, foreign exchange earnings and outgo

Information required under Section !34(3) (m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is nol applicable lo the Company.

Details or Vigil Mechanism

hi compliance with the provisions of Section 177(9) & (10) of the AcL read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, the Company has formulated a vigil mechanism for Directors and Employees to report genuine concerns.

Corporate Governance

Your Company believes Corporate Governance is at the core of shareholder satisfaction. Your Company's governance practices are described separately in this Annual Report. Your Company has obtained a certification from M Modi & Associates, Chartered Accountants, on our compliance with Listing Agreement read with SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 with Indian Stock Exchanges, This certificate is attached to the Report on Corporate Governance.

Auditors

Statutory Auditors:

M/s. M Modi & Associates, Chartered Accountants (Finn Reg. No. 3J9141E & Membership No. 054366). Statutory Auditors of die Company, holds office till the conclusion of the ensuing Annual General Meeting and is eligible for reappointment. They have confirmed their eligibility' to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

Secreferial Auditor:

Pursuant lo the requirements of Section 204(1) of the Act read with Rule 9 of Companies (Appointment and Remuneration or Managerial Personnel) Rules. 2014, the Company has appointed P B & Associates, a practicing Company Secretary (C. P. No. 25291, Membership No, 36 M 4 & Peer Review Certificate No, 2003/2022) lo conduct the Secretarial Audit for the financial year under review.

The Secretarial Audit Report in Form MR-3 for the fioancial year under review, as received from P B & Associates, a practicing Company Secretary, is attached as Annexurc IV of the Board’s Report.

Internal Auditor:

Pursuant lo the provisions of Section 138 of the Act read wiLh ihe Companies (Accounts) Rule, 2014, the Company has appointed M/s, Ashwani Gupta & Co., Chartered Accountants (Firm Reg. No. 003386N & Membership No. 082127), as Internal Auditor of the Company.

Audit Observations

Auditors’ observations are suitable explained in notes to the Accounts and are self-exp I anatoiy.

Auditors’ Report

The Auditors of the Company has not made any qualification, reservation or adverse remark or disclaimer in his Audit Report for the relevant financial year.

Reporting of Frauds by Auditors

During the year under review, neither 1he Statutory Auditors and Internal Auditor nor the Secretarial Auditors has reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company hy its officers or employees, the details of which would need lo be mentioned in the Board's Report,

Corporate Social Responsibility

Pursuant to the provisions of Section 135 or the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Corporate Social Responsibility (CSR) is not applicable to the Company.

Particular of Employees

Disclosure pertaining to remuneration and other details, as required under Section 107(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

i. Remuneration paid to Managing Director;

a, Sri Shreegopal Daga - Rs. 2,46,000.00 p.a.

ii. Remuneration paid lo Other Directors is NIL

iii. Remuneration paid to KMP:

a, Sri Ravi Todi, Company Secretary - Rs. 6,00,000.00 p.a.

b. Sri Shashi Kumar, Chief Financial Officer - 3,34,544.00 p.a.

iv. 'Hie numher of permanent employees on the pay noil of the Company is NIL.

v. The average increase of remuneration of employees is normal.

vj. The variation in the market capitalization is nil. As there is no change in market quotation

vii. or shares ol’ the company during the year, as no trade in shares took place.

viii. The remuneration has been paid as per remuneration policy oi’the Company.

ix. No employee of the company employed throughout / part of the financial year was paid monthly salary more than Rs. 5 Lakh per month or Rs, 60 Lakhs in aggregate.

Disclosure about Cost Audit

Cost Audit and maintenance of cost records is not applicable to the Company.

Compliance with Secretarial Standards

The Company is in adherence of applicable Secretarial Standards.

Directors Responsibility Statements

Pursuant to Section 134(5) of the Companies Act. 2013 Dircclor of your company hereby

slate and confirm that: -

a. In the preparation of the annual accounts for the year ended 31¹¹ March 2024. the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. They have selected such accounting policies and applied thorn consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view ol the slate of affairs oJ the Company at the end of financial year and of [he profit of the Company for the same period;

c. The directors have taken proper and sufficient care Tor ihe maintenance of adequate accounting records in accordance with the provisions or ihe Companies Act, 2013 for safeguarding the assets of the Company and for preventing and delecting fraud and other irregularities:

d. They have prepared the annual accounts on a going concern basis;

c. They have laid down internal financial controls in the company that are adequate ore were operating effectively;

f. They have devised proper systems to ensure compliance with the provisions of all applicable Jaws and These are adequate and are operating effectively.

Statutory Disclosure

None of the Directors of your Company are disqualified as per provisions of Section 164(2) of the Companies AcL, 2013,

Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act. 2013 and the rules made thereunder. The Policy aims to promote a healthy work environment and to provide protection to employees at the workplace and redress complaints of sexual harassment and related matters thereto.

Significant & Material Orders Passed by the Regulators

During the financial year there were no orders from regulators or courts affecting the going concern of the company. There were no disputes/appeals with various statutory authorities impacting the financial position of the company,

Acknowledgements and Appreciation

Your directors take this opportunity to thank the customers, shareholders, employees, lender and bankers for their consistent support and encouragement to the Company. We are sure you will join our directors in conveying our sincere appreciation to stakeholder of the Company and Associates for their hard work and commitment. Their dedication and competence have ensured that the Company will be a significant player in Business.