Directors Report of R K Swamy Ltd.

Mar 31, 2025

The Board of Directors of the Company have the privilege to present the 52^nd Director''s Report for R K SWAMY Limited
for the Financial Year ended March 31, 2025.

FINANCIAL PERFORMANCE AND OPERATIONAL HIGHLIGHTS

The Company is one of the leading Integrated Marketing Services groups in India, offering a single-window solution
for Creative, Media, Data Analytics and Market Research Services. The Company''s various service disciplines are
well accepted and each of them offers opportunities for growth. The Company derived almost 75% of its consolidated
revenues from Digital services.

During the year, the Company has undertaken innumerable projects for over 500 Clients. The nature of services rendered
and work accomplished can be seen at www.rkswamy.com;www.hansaresearch.com and www.hansacequity.com.

The Company derives its revenues from the marketing budgets of leading Private Companies, major Institutions of
India, Public Sector enterprises, multinational companies and a host of ambitious Indian brands. The marketing
budgets of these organizations get refreshed every year, a rich stream.

The past few quarters have been very busy on-boarding clients, commissioning a new Customer Experience Centre
with 600 additional seats, a capacity increase of nearly 50% and another 346 calling stations to our Computer-Aided-
Telephonic-Interviews facility, an increase in capacity of 86%. This investment in Marketing Infrastructure is expected
to be progressively filled by our clients.

The R K SWAMY Centre for Study of Indian Markets (CSIM) was launched to conduct relevant and targeted studies,
to shed light on the nuances of the Indian market. CSIM is committed to launching path-breaking initiatives at scale,
covering important areas like Media Impact, Behaviour and Interaction with Digital platforms, Consumer Communities,
and other crucial aspects of Marketing and Communications. With plans to conduct category-specific large scale
studies, it aims to be the go-to source for information and insights about the Indian market for leading marketers.

The Company has announced the launch of its Brand and Marketing Consulting Group, with a full team in place. This service
will be different and relevant, since it combines multiple disciplines under one roof - Brand Strategy, Digital experience,
Communications, Data Analytics and Consumer Insights. The company has done copious work in each of these areas.

a) Financial Results Highlights

The Company''s performance during the Financial Year ended March 31, 2025, as compared to the previous
Financial Year is summarized below:

	Standalone		Consolidated
Particulars	For the Financial	For the Financial	For the Financial	For the Financial
Particulars	Year ended	Year ended	Year ended	Year ended
	March 31,2025	March 31,2024	March 31, 2025	March 31, 2024
Revenue from Operations	11,954.71	16,213.62	29,428.65	33,151.56
Other Income	1,450.45	277.08	1,186.60	387.59
Total Income	13,405.16	16,490.70	30,615.25	33,539.15
Operating Expenses	4,042.15	5,643.53	8,093.19	9,886.88
Gross Margin*	7,912.56	10,570.09	21,335.46	23,264.68
Earnings before interest, tax, depreciation & amortization (EBITDA)	2,458.79	4,843.74	4,140.58	7,428.50
Finance Costs, Depreciation and Amortization expenses	783.41	1,296.63	1,663.74	2071.59
Profit Before Tax	1,675.38	3,547.11	2,476.84	5356.91
Less: Tax	322.26	896.50	610.82	1,384.43
Profit After Tax	1,353.12	2,650.61	1,866.02	3,972.48
Earning per equity share: Basic & diluted	2.68	5.91	3.70	8.86

^AGross margins is Revenue from Operations less Operating expenses

b) Business and Financial Performance

Consolidated Total Income for the Financial Year 2024-25 was Rs. 30,615.25 Lakhs, as compared to Rs. 33,539.15
Lakhs for Financial Year 2023-24. The decline in Total Income is attributable to a few significant projects and
undertakings in the previous year which were non-recurring in nature.

Pursuant to various cost initiatives and lower volumes, the Operating Expenses were lower by 18%. Consequently
Earnings before interest, tax, depreciation and amortization for the Financial Year 2024-25 stood at Rs. 4,140.58
Lakhs, as compared to Rs. 7,428.50 Lakhs for Financial Year 2023-24.

Finance Costs were lower as the Company is debt free. Resultantly, the Profit Before Tax for the Financial Year
2024-25 was Rs. 2,476.84 Lakhs, as compared to Rs. 5,356.91 Lakhs for Financial Year 2023-24. Profit after Tax for
the Financial Year 2024-25 was Rs. 1,866.02 Lakhs, as compared to Rs. 3,972.48 Lakhs for Financial Year 2023-24.

During the year under review, there was no change in the nature of business of the Company.

No material changes or commitments have occurred between the end of the financial year and the date of this
Report, which affect the Financial Statements.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34 read with Schedule V(B) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (âSEBI Listing Regulations''), report on Management Discussion and Analysis (âMD&Aâ) is given below:

The Company is one of the leading Integrated Marketing Services groups in India, offering a single-window solution
for Creative, Media, Customer Data Analytics and Market Research Services. The Company has a track record of over
five decades, and works with leading private companies/groups, major institutions of India, Public Sector Enterprises,
Multinational companies and a host of ambitious Indian brands.

Driven by its Clientsâ continuous demand for more effective and efficient Marketing Services, the Company pursues a
contrarian strategy by providing a comprehensive range of services under single operating segment.

The Companyâs results of operations and key business metrics are subject to quarterly variations. Historically, the
company records an increase in revenue from operations in third and fourth quarters (October to March).

The Company operates in a professional services space and recognizes that talent is critical to deliver a high level of
services to its clients. The Company had employed over 2800 associates as of March 31, 2025.

a) Opportunities and Threats

The addressable market for overall marketing services in India is expected to reach a range of Rs 3,500-3,750
billion by the end of FY 2028 at a CAGR of 12.5%-14.5%. This provides the Company an opportunity to leverage its
capability for growth.

At the same time the industry is significantly competitive with numerous established agencies (including
multinational corporations). Amid intense competition, it is crucial to attract, retain, and help grow talented
employees, which can have an impact on profit margins.

b) Outlook

India has demonstrated economic resilience, emerges as a symbol of optimism and become the worldâs Fourth-
largest economy and expected to continue leading as the fastest-growing major economy. Indiaâs GDP remains
strong and expected to grow by 6.2% as per IMF GDP forecasts for 2025.

c) Risk and concerns

The Company has constituted a Risk Management Committee as required under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the details of which are provided in the Report on Corporate Governance.

Foreseeable risks that the Company may encounter and concerns have been addressed in a documented Risk
Management Policy which is reviewed by the Risk Management Committee and the Board from time to time.

d) Internal control systems and their adequacy

The Company has laid down adequate internal financial controls commensurate with the scale, size and nature
of the business of the Company. The Company has in place adequate policies and procedures for ensuring the
orderly and effective control of its business, including adherence to the Companyâs policies, safeguarding its
assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial disclosures. Effectiveness of internal financial controls is ensured
through management reviews, controlled self-assessment and independent testing by the internal and statutory
auditors of Company.

During FY 2024-25, the management has assessed the effectiveness of the Internal Control over Financial
Reporting and has determined that this is effective.

e) Key Financial Ratios

The required details of significant changes (25% or more) in the key financial ratios for the Financial Year 2024-25
as compared to the previous financial year are as follows:

Ratio	Unit	FY 24-25	FY 23-24	Reason for change
Return on Capital Employed	%	7.23	16.94	The decrease is mainly due to lower profits in attributable to a few significant projects and undertakings in the previous year which were non-recurring in nature.
Return on Net-worth	%	5.41	11.79
Net profit margin	%	6.10	11.84
Interest coverage ratio	times	703.86	16.66	The interest coverage ratio has significantly increased as the company become debt free.

f) Key Performance Indicators (KPIs)

Key financial metrics	Unit	As at / For FY 2025	\|As at / For FY 2024
Revenue from Operations	(in Rs. lakhs)	29,428.65	33,151.56
Revenue Growth	%	(11.23)	13.29
Total Income	(in Rs. lakhs)	30,615.25	33,539.15
Total Income Growth	%	(8.72%)	11.81
EBITDA	(in Rs. lakhs)	4,140.58	7,428.50
EBITDA Margin on Total Income	%	13.52	22.15
Profit after tax	(in Rs. lakhs)	1,866.02	3,972.48
Profit after tax margin on Total Income	%	6.10	11.84
Return on Capital Employed (RoCE)	%	7.23	16.94
Return on Net worth (RoNW)	%	5.41	11.79
Key operational metrics	Unit	As at / For FY 2025	As at / For FY 2024
Top 10 Clients
Revenue from Operations	%	47.92	43.15
Average revenue per Client	(in Rs.lakhs)	1,410.37	1,430.33
Top 50 Clients
Revenue from Operations	%	76.07	73.83
Average revenue per Client	(in Rs. lakhs)	447.74	489.51
Revenue from Operations per FTE	(in Rs. lakhs)	16.98	19.26

Integrated Marketing Communications
Release orders	(Number)	8,959	7,472
Campaigns	(Number)	1,853	963
Videos Produced	(Number)	957	1,664

Customer Data Analytics and MarTech
Unique customer profiles	(Number)	166,702,318	246,477,872
Private cloud infrastructure	(Number)	96.40 terabytes	103.54 terabytes
One-to-one customer intelligence campaigns	(Number)	7,751,845,934	3,862,190,284
Voice calls	(Number)	42,294,771	30,986,052
Digital Queries (Online Reputation Management ("ORM")/Chat/E- Mail)	(Number)	11,25,777	6,87,023
Full-Service Market Research
Depth interviews	(Number)	3,089	4,766
Group Discussions	(Number)	3,712	2,702
Quant Interviews	(Number)	4,99,124	4,49,912
Computer aided telephonic interviews ("CATI")	(Number)	22,18,665	22,1 1,302
Panel	(Number)	1,04,993	65,317
Total Interviews	(Number)	28,29,583	27,33,996

APPROPRIATIONS & DIVIDEND

The Board of Directors at their meeting held on May 21, 2025, have recommended payment of Rs. 1.50 (30%) per
equity share having a face value of Rs. 5 each as final dividend for the Financial Year 2024-25. This recommendation
is subject to the approval of the shareholders at the ensuing Annual General Meeting (AGM'') of the Company and
will be payable to those shareholders whose names appear in Register of Members/Beneficiary Position statement
as on the Record date.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, the dividend paid or distributed
by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment
of the final dividend after deduction of tax at source as per applicable tax rates.

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Company has adopted Dividend
Distribution Policy. The Dividend Distribution policy is available on the website of the Company at
https://www.rkswamy.com/pdf/03 Dividend Distribution Policy.pdf

The Company does not have any dividend which remained unpaid or unclaimed for a period of seven years or more,
accordingly no amount is required to be transferred to the Investor Education & Protection Fund (IEPF). The Board
has decided to retain the entire amount of profit for Financial Year 2024-25 appearing in the Statement of Profit &
Loss and no amount has been transferred to General Reserves.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance with Certificate from M/s S Dhanapal & Associates, Company Secretaries as
stipulated under the SEBI Listing Regulations forms part of this Annual Report.

SHARE CAPITAL

The Authorised capital of the company is Rs. 30,00,00,000 and the paid up capital of the Company is Rs. 25,23,86,205
comprising of Equity shares of face value Rs. 5 each. There was no change in the authorised and paid up share capital
during the year.

SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

The Company has seven wholly owned subsidiaries/step down subsidiaries including two overseas subsidiaries
based in Dubai and Bangladesh as on date of this report. Out of the subsidiaries, Hansa Research Group Private
Limited (engaged in the business of providing Full Service Market Research), Hansa Customer Equity Private Limited
and Hansa Direct Private Limited (engaged in the business of Customer Data Analytics and MarTech) are the material
subsidiaries of the Company.

There are no material changes in the nature of the business of the subsidiaries during the year.

The Company''s Policy for determining material subsidiaries is available on the Company''s website at
https://www.rkswamy.com/pdf/08 Policy for Determining Material Subsidiaries.pdf

A separate statement containing the salient features of financial statements of subsidiaries of the Company in the
prescribed Form AOC-1 forms a part of Consolidated Financial Statements, in compliance with Section 129(3) of the
Act read with the Rules issued thereunder.

In accordance with Section 136 of the Act and the SEBI Listing Regulations, copies of the standalone and
consolidated financial statements of the Company and the separate audited financial statements in respect of
each of the subsidiary companies are open for inspection and are also available on the website of the Company at
https://www.rkswamy.com/regulatory-disclosure.html

Further, contribution of subsidiary companies to the overall performance of the Company has been outlined in Note
No. 41 of the Consolidated Financial Statements of the Company.

The Company did not have any joint venture or associate companies during the year or at any time after the closure
of the year and till the date of the report.

ROYALTY

Hansa Vision India Private Limited, (HVIPL) a Promoter Group Company holds the trademark registrations for
Brands- âR K SWAMY'', âHansa'' and the âHansa Bird Logo''. HVIPL has granted a license to R K SWAMY Limited and its
subsidiaries, to use the Brand R K SWAMY, HANSA and the HANSA Bird Logo for their business. HVIPL has a right to
demand a royalty of an amount not exceeding 0.5% of the Consolidated Net Revenue from operations for the Financial
Year from R K sWaMY Limited. HVIPL has waived its right to demand royalty till the Financial Year 2026-2027.

PUBLIC DEPOSITS

During the year, the Company had not accepted any deposits within the meaning of the provisions of Section 73 of the
Act read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

In line with the requirements of the Act and SEBI Listing Regulations, the Company has formulated a Policy on
Materiality of and dealing with Related Party Transactions (âRPT Policy''), which is available on the website of the
Company at https://www.rkswamy.com/pdf/09 Policy on Materiality of and dealing with Related Party Transactions.pdf
All contracts, arrangements and transactions entered by the Company with related parties during Financial Year
2024-25 were in the ordinary course of business and at arm''s length. Certain transactions, which were repetitive in
nature, were approved through the omnibus route.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act nor were material
as per the SEBI Listing regulations. Accordingly, the disclosure of related party transactions in Form AOC-2 is not
applicable for the Financial Year 2024-25 and hence does not form part of this Report.

All applicable related party transactions entered during the year were reported to the Audit Committee on a regular
basis as required under the Act and SEBI Listing Regulations. The disclosure on related party transactions as per IND
AS 24 has been provided under Notes in the financial statements of the Company.

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

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo
as required under Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished as below:

(A) Conservation of energy

Steps taken or impact on conservation of	Being a service company, the expenditure on energy is
energy	minimal.
Steps taken by the Company for utilizing	The company has endeavoured to create an internal
alternate sources of energy	awareness on energy conservation.
Capital investment on energy conservation equipment	No capital investment has been made on energy conservation equipment.

(B) Technology absorption:

Efforts made towards technology absorption	At the core of our business operations lies a robust reliance on cutting-edge technology tools that drive our marketing strategies, client engagement, and data-driven decision-making. From advanced analytics platforms to automated campaign management systems and AI-powered customer insights, technology continues to shape the way we deliver value. Our investments in digital infrastructure enable us to remain agile, scalable, and competitive in a dynamic market, ensuring that we meet client expectations with precision and innovation. The Company has been progressively embracing technology and digitization to create content and automate its processes.
Benefits derived like product improvement, cost reduction, product development or import substitution
In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year):
Details of technology imported	Nil
Year of import	Not Applicable
Whether the technology has been fully absorbed	Not Applicable
If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
Expenditure incurred on Research and Development	Nil

Particular	FY 2024-2025	FY 2023-2024
Actual Foreign Exchange earnings	4.77	215.11
Actual Foreign Exchange outgo	97.64	166.14

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of Act, the draft Annual Return as on March 31,
2025 is available on Company''s website https://www.rkswamy.com/pdf/RKS Annual Return FY 24-25.pdf

PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES

The particulars of investments, loans, guarantees and securities as per Section 186 of the Act are set out in Note no
(7), (8) and (36) of the standalone financial statements of the Company.

ACQUISITION OF EVANSTONâS STAKE BY PROMOTERS OF THE COMPANY

On December 27, 2024, Evanston Pioneer Fund LP (âEvanstonâ), transferred its entire holding of 17,95,806 equity
shares (3.56%) in the Company through an off-market sale to Srinivasan K Swamy (11,48,553 equity shares (2.28%) )
and Narasimhan K Swamy (6,47,253 equity shares (1.28%)), both Promoters of the Company.

Further in accordance with the Shareholders Agreement and following Evanston''s complete divestment of its stake
in the Company, Dr. Pattabhi K Raman stepped down as Evanston''s Nominee on the Board of the Company effective
December 27, 2024.

The pre-post shareholding pattern of the Promotor Group is given below:

Shareholding Pattern of Promotor Group	Before acquisition		After acquisition
Categories	No of shares	% holding	No of shares	% holding
Promoters
- Srinivasan K Swamy	1,54,58,987	30.63%	1,66,07,540	32.90%
- Narasimhan K Swamy	1,59,60,287	31.62%	1,66,07,540	32.90%
Other Promoter Group members	19,20,360	3.80%	19,20,360	3.80%
Total Promoter & Promoter Group	3,33,39,634	66.05%	3,51,35,440	69.61%

MATTERS RELATED TO DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT

a) Board of Directors

As on March 31, 2025, the Board of Directors of the Company comprised of the following:

Sr. No.	Name of Director	Designation
1.	Srinivasan K Swamy (DIN 0505093) (Also known as Sundar Swamy)	Executive Group Chairman
2.	Narasimhan K Swamy (DIN 0219883) (Also known as Shekar Swamy)	Managing Director & Group CEO
3.	Sangeetha Narasimhan (DIN 07050848)	Whole-time Director & CEO
4.	Siddharth S Swamy (DIN 09400286)	Non-Executive Director
5.	Nalini Padmanabhan (DIN 01565909)	Independent Director
6.	Rajiv Vastupal Mehta (DIN 00647906)	Independent Director
7.	T T Srinivasaraghavan (DIN 00018247)	Independent Director
8.	Sunil Sethy (DIN 00244104)	Independent Director

i. The shareholders of the Company approved the change in designation of Srinivasan K. Swamy from Chairman
and Managing Director to Executive Group Chairman, and Narasimhan K. Swamy from Group CEO and
Whole-time Director to Managing Director and Group CEO through a Special Resolution passed through postal
ballot effective from July 1, 2024;

ii. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors
appointed Sangeetha Narasimhan as CEO, in addition to her current position as Whole-time Director;

iii. Consequential to divestment of Evanston Pioneer Fund LP''s investment in the Company, Dr. Pattabhi
Kothandapani Raman ceased to be the Nominee Director appointed by them on the Board of the Company effective
December 27, 2024;

iv. Based on the recommendation of the Nomination and Remuneration Committee, the Board appointed Siddharth
S. Swamy as an Additional Director (Non-executive) of the Company on February 12, 2025. Subsequently, the

shareholders, through a postal ballot on March 23, 2025, approved the regularization of Siddharth S. Swamy''s
appointment as a Director (Non-Executive) of the Company.

v. The details of Committee are included in the Corporate Governance Report which forms part of this report.

b) Key Managerial Personnel & Senior Managerial Personnel

The Key Managerial Personnel (KMP) of the Company (other than Directors) and Senior Managerial Personnel
(SMP) as of March 31, 2025 are listed below:

Sr. No.	Name	KMP/SMP	Designation
1.	Rajeev Newar	KMP	Group CFO
2.	Aparna Bhat	KMP	Company Secretary & Compliance Officer
3.	S. Narasimhan	SMP	Chief Digital Officer

i. Rajagopalan Desikan retired as the Company Secretary of the Company w.e.f. close of business hours of
November 15, 2024;

ii. Aparna Bhat was appointed as the Company Secretary of the Company in addition to her current position as
Compliance Officer of the Company with effect from November 16, 2024

c) Retirement by Rotation

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of
Association of the Company, Narasimhan K Swamy whose office is liable to retire by rotation and being eligible,
offers himself for reappointment. The Board of Directors on the recommendation of the Nomination and
Remuneration Committee recommends his reappointment at the Annual General Meeting of the Company.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a) Board Meetings

The Board of Directors met 4 times during the Financial Year ended March 31, 2025 and the meetings held, were
in compliance with the provisions of the Act and rules made thereunder. For details of the meetings of the Board
and Committee, please refer to the Corporate Governance Report, which forms part of this report.

The Company has complied with the applicable Secretarial Standards issued by the Institute of Companies
Secretaries of India.

b) Declaration By Independent Directors

The Company has received the certificate of independence from all the Independent Directors pursuant to Section
149 of the Act and Regulation 16 of the SEBI Listing Regulations, confirming and certifying that they have complied
with all the requirements of being an Independent Director of the Company.

The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct. The
Company has also received declarations under Regulation 25(8) of SEBI Listing Regulations from the Independent
Directors confirming that there was no existing or anticipation of any circumstances during the year that could
impair or impact their ability to discharge their duties with an objective independent judgement and without any
external influence.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, skills,
experience and expertise and they hold highest standards of integrity and fulfils the conditions specified in the
Act and SEBI Listing Regulations.

c) Board Evaluation

The Board evaluation exercise for the Financial Year 2024-25 was carried out after the closure of Financial Year
through a structured evaluation process after seeking inputs from all the Directors on the basis of criteria such
as composition of the Board and Committees, experience and competencies, contribution at the meetings and
otherwise, independent judgment, etc. The Evaluation of the Board as a whole, Committee, individual Directors,
Independent Directors and Chairman was carried out in accordance with the Guidance Note issued by SEBI.

The Directors in their evaluation were of the opinion that the affairs of the Board, the conduct of the Board
members, the functioning of the Board and Committee, and the conduct of the individual Directors including the
Chairperson were effective and satisfactory.

d) Human Capital & Particulars of Employees

The Company focuses on building on its strength and developing capabilities of its employees. During the year the
company has undertaken various initiatives to towards developing capabilities, through trainings, nurturing talent
and creativity and has taken various steps for maintaining physical and emotional wellbeing of its employees.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to
this Report as Annexure-I.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, statement showing the names of the top ten employees
in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in
excess of the limits set out in the said rules forms part of this Report. However, the Report is being sent to the
members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement is open for
inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same
may write to [email protected]

e) Board Committees

The Company has constituted Committees of the Board as per the requirements of the Act and SEBI Listing
Regulations. Details of the constitution meetings held, attendance of members and terms of reference of the
Committees have been enumerated in the Corporate Governance Report which forms part of this Report. During
the year, all recommendations of the Committees of the Board have been accepted by the Board.

f) Nomination Remuneration & Board Diversity Policy

The Board has framed and adopted a Nomination Remuneration and Board Diversity Policy ("NRC Policy") in
terms of the Section 178 of the Act. The NRC Policy, inter-alia, lays down the principles relating to appointment,
cessation, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management
employees and other matters as provided under Section 178 of the Act. The remuneration paid to the Directors is
as per the terms laid out in the NRC Policy of the Company.

The extract of the terms of reference of the NRC Policy of the Company are provided in the Corporate Governance
Report forming part of this Annual Report. The Policy is also available on the website of the Company at
https://www.rkswamy.com/pdf/19 Nomination Remuneration and Board Diversity Policy.pdf

g) Risk Management

The Company recognises that risk is an integral and inevitable part of business and is fully committed to manage
the risks in a proactive and efficient manner.

The Board of Directors of the Company had formed a Risk Management Committee to frame, implement and
monitor the risk management plan of the Company. Further the Company has adopted a Risk Management Policy
which provide guidelines to avoid events, situations or circumstances which may lead to negative consequences
on the Company''s businesses, and is working on a structured approach to manage uncertainty and to make use
of these in their decision making pertaining to all business divisions and corporate functions. The major risks
identified by the businesses and functions are systematically addressed through review and mitigating actions on
a continuing basis. The Audit Committee has additional oversight in the areas of financial risk and controls.

The Risk Management Policy has been uploaded on the website of the Company on website of the company at
https://www.rkswamy.com/pdf/risk management policy 2025.pdf

h) Corporate Social Responsibility Policy

The Company and Corporate Social Responsibility (CSR) Committee confirms that the implementation and
monitoring of the CSR Policy was done in compliance with the CSR objectives and Policy of the Company. The CSR
policy formulated by the CSR Committee and approved by the Board, remains unchanged. This has been uploaded
on the Company''s website at https://www.rkswamy.com/pdf/RKS CSR Policy.pdf

The Annual Report on CSR activities and details of the composition of the CSR Committee is annexed herewith as
Annexure- II and forms a part of this Report

i) Vigil Mechanism/Whistle-Blower

The Company has established a Vigil Mechanism/ Whistle-blower policy at group level covering subsidiary
Companies in accordance with the provisions of the Act and the SEBI Listing Regulations. Vigil Mechanism/
Whistle blower policy has been formulated with a view to provide a mechanism for Employees, Directors and other
stakeholders of the Company to approach the designated Ombudsperson and/or the Chairperson of the Audit
Committee of the Company to report actual or suspected unethical behaviour, fraud or violation of the Company''s
Code of Conduct/ ethics/ principles and matters specified in the Policy. The Company affirms that in compliance
with the Whistle-Blower Policy/ Vigil Mechanism no personnel had been denied access to the Audit Committee.
The Vigil Mechanism and Whistle-blower policy is available on the Company''s website and can be accessed at
https://www.rkswamy.com/pdf/13 Vigil mechanism and Whistle Blower Policy.pdf

AUDITORS AND REPORTS

a) Statutory Auditors & Audit Report

M/s. CNK & Associates LLP (Firm Registration No -101961W), Chartered Accountants, were appointed as Statutory
Auditors of the Company, in place of retiring Auditors M/s. Deloitte Haskins & Sells, Chartered Accountants for a
term of five consecutive years from the conclusion of 51^st Annual General Meeting held in the year calendar year
2024 till the conclusion of 56^th Annual General Meeting of the Company to be held in the calendar year 2029 at
such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the
Board of Directors of the Company and the Auditors based on the recommendation of the Audit Committee.

The Statutory Auditors have issued an unmodified opinion on the financial statements for the Financial Year 2024-25.
The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes on
financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

The Auditors confirmed that they were eligible to continue as Statutory Auditors of the Company for Financial year
2025-2026 in accordance with the conditions prescribed in Section 139 and Section 141 of the of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 as amended and updated till date and the
Chartered Accountants Act, 1949 and rules and regulations made thereunder.

b) Maintenance of Cost Records

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of
the Companies Act, 2013 are not applicable for the business activities of the Company.

c) Secretarial Audit & Secretarial Auditors

M/s. S Dhanapal & Associates LLP, Practicing Company Secretaries were appointed as the Secretarial Auditors
of the Company and its material subsidiaries Hansa Research Group Private Limited and Hansa Customer Equity
Private Limited for the Financial Year 2024-25.

The Secretarial Auditor''s Report of the Company for the year under review in prescribed form MR-3 is annexed to
this Report as Annexure - III-A and forms a part of this Report.

Pursuant to Regulation 24A (1) of the SEBI Listing Regulations, the Secretarial Audit Reports of the Company''s
two unlisted material subsidiaries i.e. Hansa Customer Equity Private Limited and Hansa Research Group Private
Limited are attached as Annexure-III-B & Annexure-III-C respectively and forms a part of this Report.

The Secretarial Audit Report of the Company and the Reports of its unlisted material subsidiaries do not contain
any qualification, reservation, adverse remark or disclaimer.

Further, pursuant to the recent amendment in the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) (Third Amendment) Regulations, 2024, the Audit Committee and the Board have
recommended to the shareholders the appointment of S Dhanapal & Associates LLP as the Secretarial Auditor of
the Company for a term of five consecutive years, from FY 2025-26 to FY 2029-30. The approval of the shareholder
is being sought for their appointment at the forthcoming Annual General Meeting.

d) Internal Auditor

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, M/s. ASA & Associates
LLP, Chartered Accountants were appointed as the Internal Auditor to conduct audit for the year under review.

The Internal Auditor of the Company reports functionally to the Audit Committee of the Company, which reviews
and approves the annual internal audit plan for the Company.

e) Reporting of Frauds By Auditors Under Section 143(12)

There were no instances of reporting of frauds by the Auditors of the Company under Section 143 (12) of the Act
read with Companies (Accounts) Rules, 2014.

f) Audit Trail

PREVENTION OF SEXUAL HARASSMENT

The Company is committed to provide a safe and healthy environment for its employees to work without any fear or
gender bias and has an approach of zero tolerance for sexual harassment at work place. It has constituted an Internal
Committee and has a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at workplace (âPOSH Policy'')
and is in compliance with Sexual Harassment of women at the Workplace (Prevention, Prohibition and Redressal) Act,
2013 and Rules made thereunder. No complaints were received under POSH during the year under review.

DIRECTORâS RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company

for the Financial Year ended March 31, 2025, the Board of Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March
31, 2025 and of the profit of the Company for that year;

c. they have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

d. they have prepared the annual accounts of the Company on a going concern basis;

e. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

AWARDS AND RECOGNITIONS

The details of awards received by Company and its subsidiaries have been provided separately and forming part of

this report.

OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are

furnished as under:

a) No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern
status and the Companyâs operations in future.

b) The Company has a Directors & Officers Liability Insurance Policy for a quantum and with a coverage which in the
opinion of the Board is adequate.

c) The Company has not issued any shares with differential rights and hence no information as per provisions of
Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is
required to be furnished.

d) The Company has not issued any sweat equity shares during the year under review and hence no information as
per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture)
Rules, 2014 is required to be furnished.

e) The Company has not issued any equity shares under Employees Stock Option Scheme during the year under
review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the
Companies (Share Capital and Debenture) Rules, 2014 is required to be furnished.

f) During the year under review, there were no instances of non-exercising of voting rights in respect of shares
purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of
Companies (Share Capital and Debentures) Rules, 2014 is furnished.

g) During the year, there was no proceeding initiated by or against the Company under the Insolvency and Bankruptcy
Code, 2016.

h) The requirement to disclose the details of difference between amount of valuation done at the time of onetime
settlement and valuation done while taking loan from Banks & Financial Institutions along with the reasons
thereof, is not applicable.

ACKNOWLEDGEMENTS AND APPRECIATION

The Directors thank the Companyâs customers, vendors, investors, lenders, partners and all other stakeholders for their
continuous support. The Directors also thank the Government of India, State Governments and concerned Government
departments and agencies for their co-operation. The Directors appreciate and value the contribution made by all the employees.

For and on behalf of the Board
R K SWAMY Limited

Sd/- Sd/-

Srinivasan K. Swamy Narasimhan K. Swamy

Executive Group Chairman Managing Director & Group CEO

DIN:00505093 DIN:00219883

Date: May 21, 2025 Date: May 21, 2025

Place: Mumbai Place: Mumbai

Mar 31, 2024

It is our privilege to present the 51^st Director''s Report for R K SWAMY Limited for the financial year ended March 31,2024.

The most significant and far-reaching event in 2023-24 was the listing of the Company''s shares in the Stock Exchanges -BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") on March 12, 2024. The Company is the first Integrated Marketing Services player to be listed on the Main Board of these Stock Exchanges. The offer for subscription to the Company''s shares received an overwhelming response. The Board of Directors takes this opportunity to thank all the shareholders who have reposed confidence in the Company.

1. FINANCIAL PERFORMANCE AND OPERATIONAL HIGHLIGHTS:

The Company performed robustly in 2023-24, with double-digit percentage increases in revenue and profitability.

a. FINANCIAL RESULTS:

The Company''s performance during the financial year ended March 31,2024 as compared to the previous financial year is summarized below:

Amount in Rs. Lakhs

	Standalone		Consolidated
Particulars	For the financial year ended March 31,2024	For the financial year ended March 31, 2023	For the financial year ended March 31,2024	For the financial year ended March 31,2023
Revenue from Operations	16,213.62	14,405.30	33,151.56	29,261.31
Other Income	277.08	451.77	387.59	734.49
Total Income	16,490.70	14,857.07	33,539.15	29,995.80
Operating Expenses	5,643.53	5,572.42	9,886.88	9,303.36
Gross Margin"	10,570.09	8,832.88	23,264.68	19,957.95
Earnings before interest, tax, depreciation & amortization (EBITDA)	4,843.74	3,959.63	7,428.50	6,290.79
Finance Costs, Depreciation and Amortization expenses	1,296.63	1,082.49	2071.59	2,032.61
Profit Before Tax	3,547.11	2,877.14	5356.91	4,258.18
Less: Tax	896.50	722.69	1,384.43	1,132.18
Profit After Tax	2,650.61	2,154.45	3,972.48	3,126.00
Earning per equity share: Basic & diluted	5.91	4.85	8.86	7.03

^AGross margins is Revenue from Operations less Operating expenses

b. STATE OF AFFAIRS OF THE COMPANY AND FINANCIAL PERFORMANCE:

The Company is one of the leading Integrated Marketing Services groups in India, offering a single-window solution for Creative, Media, Data Analytics and Market Research Services.

During the year, the Company has undertaken innumerable projects for over 400 Clients operating in a wide range of categories. The nature of services rendered and work accomplished can be seen at www.rkswamy.com, www.hansaresearch.com and www.hansacequity.com.

PERFORMANCE OVERVIEW:

â¢ Revenue from Operations for the financial year 2023-24 was Rs. 33,151.56 Lakhs, higher by 13.29% as compared to Rs. 29,261.31 Lakhs for financial year 2022-23.

â¢ Total Income for the financial year 2023-24 was Rs. 33,539.15 Lakhs, higher by 11.81% as compared to Rs. 29,995.80 Lakhs for financial year 2022-23. The Other Income for the financial year 202324 was Rs 387.59 lakhs, which was lower as compared to Rs 734.49 lakhs in the previous year on account of lower credit write backs and interest on loans which was settled in the financial year 2022-23.

â¢ Earnings before interest, tax, depreciation and amortization for the financial year 2023-24 was Rs. 7,428.50 Lakhs, higher by 18.09% as compared to Rs. 6,290.79 Lakhs for financial year 2022-23.

â¢ Profit Before Tax for the financial year 2023-24 was Rs. 5,356.91 Lakhs, higher by 25.80% as compared to Rs. 4,258.18 Lakhs for financial year 2022-23.

â¢ Profit after Tax for the financial year 2023-24 was Rs. 3,972.48 Lakhs, higher by 27.07% as compared to Rs. 3,126.00 Lakhs for financial year 2022-23. At a consolidated level, in the financial year 2023-24, the Company registered its highest profit after tax.

During the year under review, there was no change in the nature of business of the Company.

c. MATERIAL EVENTS:

CONVERSION OF THE COMPANY INTO A PUBLIC LIMITED COMPANY:

The Company was converted into a Public Limited Company under the Companies Act, 2013 ("Act") and consequently, the name of our Company was changed from âR K SWAMY Private Limited'' to âR K SWAMY Limited'' pursuant to the resolution passed by the Board of Directors on June 16, 2023 and a special resolution passed by the Shareholders of the Company on July 3, 2023. A fresh certificate of incorporation dated July 17, 2023 was issued by the Registrar of Companies, Chennai.

INITIAL PUBLIC OFFER (âIPOâ):

During the year under review, the Company made its Initial Public Offer (âthe Offer'') comprising of an Offer for Sale and Fresh Issue, details of which are summarized below:

Fresh Issue	60,20,101 Equity Shares, aggregating to Rs. 17,300.00 Lakhs
Offer for Sale	87,00,000 Equity Shares, aggregating to Rs. 25,056 Lakhs.
Total Issue Size	1,47,20,101Equity Shares, aggregating to Rs. 42,356 Lakhs

The offer had been authorised by a resolution of the Board of Directors on August 7, 2023 and by the Shareholders on August 8, 2023.

The offer was open for public from March 4, 2024 to March 6, 2024. The Company completed its IPO successfully with participation of several leading domestic and global Institutional Investors as well as NRIs, HNIs and Retail Investors. The Offer was oversubscribed by ~26 times. The Board also places on record its appreciation for the support provided by various Authorities & Regulators, Lead Merchant Bankers, Stock Exchanges, Depositories, Counsels, Consultants, Auditors, Registrar & Transfer Agent and Employees of the Company for making the IPO of the Company a success.

The equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited effective from March 12, 2024.

d. MANAGEMENT DISCUSSION AND ANALYSIS

As required under Regulation 34 read with Schedule V(B) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), report on Management Discussion and Analysis is given below:("MD&A")

The Company is one of the leading Integrated Marketing Services groups in India, offering a single-window solution for Creative, Media, Customer Data Analytics and Market Research Services.

The Company has a track record of over five decades, and works with leading private companies/groups, major institutions of India, Public Sector Enterprises, Multinational companies and a host of ambitious Indian brands.

Driven by its Clients'' continuous demand for more effective and efficient Marketing Services, the Company pursues a contrarian strategy by providing a comprehensive range of services in the following interrelated and complementary business segments under a unified management:

(i) Integrated Marketing Communications,

(ii) Customer Data Analytics and Marketing Technology; and

(iii) Full-Service Market Research (including Customer Experience measurement) and Syndicated Studies.

During financial year 2023-2024, the Company''s Integrated Marketing Communications segment contributed to Rs. 16,048.77 lakhs (48.41%), Customer Data Analytics and MarTech segment contributed to Rs. 8,855.53 lakhs (26.71%) and Full-Service Market Research segment contributed to Rs. 8,247.26 lakhs (24.88%) in the revenue from operations. The Company''s results of operations and key business metrics are subject to quarterly variations. Historically, the company records an increase in revenue from operations in third and fourth quarters (October to March).

The Company operates in a professional services space and recognizes that talent is critical to deliver a high level of services to its clients. The Company had employed over 2,500 associates as of March 31,2024.

Opportunities and Threats

The addressable market for overall marketing services in India grew at a CAGR of 5.6% between FY 2019 and 2023, reaching Rs 1,936 billion in FY 2023, supported by growth in the marketing spends of Indian companies. The same is expected to reach a range of Rs 3,500-3,750 billion by the end of FY 2028 at a CAGR of 12.5%-14.5%. This provides the Company an opportunity to leverage its capability for growth.

At the same time the industry is significantly competitive with numerous established agencies (including multinational corporations) and major companies. Amid intense competition, it is crucial to attract, retain, and help grow talented employees, which can have an impact on profit margins.

Outlook

India has demonstrated economic resilience and emerges as a symbol of optimism, maintaining its position as the world''s fifth-largest economy and expected to continue leading as the fastest-growing major economy. India''s GDP remains strong and expected to grow by 6.5% as per IMF GDP forecasts.

Risk and concerns

The Company has constituted a Risk Management Committee as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of which are provided in the Report on Corporate Governance.

Foreseeable risks that the Company may encounter and concerns have been addressed in a documented Risk Management Policy which is reviewed by the Risk Management Committee and the Board from time to time.

Internal control systems and their adequacy

The Company''s Internal Control System is commensurate with the size and nature of its business and in line with the requirements of the regulations.

During FY 2023-24, the management has assessed the effectiveness of the Internal Control over Financial Reporting and has determined that this is effective.

Ratios

The required details of significant changes (25% or more) in the key financial ratios for the financial year 2023-24 as compared to the financial year 2022-23 are as follows:

Ratio	Unit	FY 23-24	FY 22-23	Reason for change
Current ratio	(in times)	2.40	1.00	The current ratio has improved on account of (i) Cash inflow post the Initial Public Offering and (ii) Improvement in Net receivables (Trade Receivables - Trade Payables).
Debt Equity ratio	(in times)	0.08	0.76	The Debt to Equity ratio of the company has improved due to (i) increase in total equity post the Initial Public Offering. (ii) Reduction in borrowings by Rs.411.25 lakhs and (iii) Reduction of lease liability to the extent of Rs.951.71 lakhs.
Return on Capital Employed	%	16.94 (Post IPO)	28.95	This is due to increase in shareholder''s equity post the Initial Public Offering.
Return on Net-worth	%	11.79 (Post IPO)	22.20	This is due to increase in the Average shareholder''s equity post Initial Public Offering.

e. KEY PERFORMANCE INDICATOR (KPIs):

The Key financial metrics and Key operational metrics are shared below to help understand and analyse the business performance.

Key financial metrics	Unit	As at / For FY 2024	As at / For FY 2023
Revenue from Operations	(in Rs. lakhs)	33,151.56	29,261.31
Revenue Growth	%	13.29	24.83
Total Income	(in Rs. lakhs)	33,539.15	29,995.80
Total Income Growth	%	11.81	22.43
EBITDA	(in Rs. lakhs)	7,428.50	6,290.79
EBITDA Margin on Total Income	%	22.15	20.97
Profit after tax	(in Rs. lakhs)	3,972.48	3,126.00
Profit after tax margin on Total Income	%	11.84	10.42
Return on Capital Employed (RoCE)	%	16.94 (Post IPO)	28.95
Return on Net worth (RoNW)	%	11.79 (Post IPO)	22.20

Key operational metrics	Unit	As at / For FY 2024	As at / For FY 2023
Top 10 Clients
Revenue from Operations	%	43.15	41.89
Average revenue per Client	(in Rs. lakhs)	1,430.33	1,225. 8
Top 50 Clients
Revenue from Operations	%	73.83	71.69
Average revenue per Client	(in Rs. lakhs)	489.51	419.54
Revenue from Operations per FTE	(in Rs. lakhs)	19.26	18. 25

Integrated Marketing Communications
Release orders	(Number)	7,472	7,284
Campaigns	(Number)	963	818
Videos Produced	(Number)	1,664	2,828
Customer Data Analytics and MarTech
Unique customer profiles	(Number)	246,477,872	195,000,000
Private cloud infrastructure	(Number)	103.54 terabytes	97.69 terabytes
One-to-one customer intelligence campaigns	(Number)	3,862,190,284	2,264,000,000
Voice calls	(Number)	30,986,052	26,133,000
Digital Queries (Online Reputation Management ("ORM")/Chat/E- Mail)	(Number)	6,87,023	692,000
Full-Service Market Research
Depth interviews	(Number)	4,766	4,016
Group Discussions	(Number)	2,702	3,594
Quant Interviews	(Number)	4,49,912	5,41,498
Computer aided telephonic interviews ("CATI")	(Number)	22,1 1,302	1,692,306
Panel	(Number)	65,317	1,31,728
Total Interviews	(Number)	27,33,996	23,73,142

f. DIVIDEND:

The Board of Directors at their meeting held on May 24, 2024, have recommended payment of Rs. 2 (40%) per equity share having a face value of Rs. 5 each as final dividend for the financial year 2023-24. This recommendation is subject to the approval of the shareholders at the ensuing Annual General Meeting ("AGM") of the Company and will be payable to those shareholders whose names appear in Register of Members/Beneficiary Position statement as on the Record date.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, the dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source as per applicable tax rates.

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Company has adopted Dividend Distribution Policy. The Dividend Distribution policy is available on the website of the Company at https://www.rkswamy.com/ pdf/03_Dividend_Distribution_Policy.pdf

g. UNPAID DIVIDEND & IEPF:

The Company was not required to transfer any amount to the Investor Education & Protection Fund (IEPF) as there were no Unpaid Dividend balances with the Company.

h. TRANSFER TO RESERVES:

During the year under review, no amount was transferred to any reserves by the Company.

i. CORPORATE GOVERNANCE REPORT:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under the SEBI Listing Regulations forms part of this Annual Report.

A certificate from M/s S. Dhanapal & Associates, Company Secretaries, confirming compliance with corporate governance norms, as stipulated under the SEBI Listing Regulations, is annexed to the Corporate Governance Report.

j. SHARE CAPITAL:

During the year under review, Company increased its authorised capital from Rs. 10 Crores to Rs. 30 Crores and also simultaneously sub-divided its authorized share capital, such that 3,00,00,000 equity shares of Rs. 10 each aggregating to Rs. 30 Crores were sub-divided into 600,00,000 equity shares of Rs. 5 each, aggregating to Rs. 30 Crores.

During the year under review, there were changes in the paid up share capital of the Company, which are summarized below:

Date	Particular	Face Value Rs.	Issue Price Rs.	Number of Shares
Opening Batance		10		44,45,714
Juty 25, 2023	One futty paid-up equity share of the Company of Rs.10 each was sub-divided into two futty paid-up equity shares of Rs. 5 each.	5	NA	88,91,428 (Post-sptit)
Juty 28, 2023	Bonus shares were issue at par in proportion of 4 new equity shares of Rs. 5 each for every one existing futty paid up equity share of Rs. 5 each	5	NA	35,565,712
March 08, 2023	Fresh Issue of 60,20,101 by way of an Initiat Pubtic Offer	5	288*	60,20,101*
Ctosing Batance		5		5,04,77,241

*This includes 1,40,350 equity shares which were allotted to eligible employees who submitted Bids under the Employee Reservation Portion and who were allotted shares at a discounted offer price of Rs. 261 per share.

k. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has the following wholly owned subsidiaries/step down subsidiaries as on March 31, 2024:

a. Hansa Research Group Private Limited;

b. Hansa Customer Equity Private Limited;

c. Hansa Direct Private Limited;

d. Autosense Private Limited;

e. Dsquare Solutions Private Limited;

f. Hansa Marketing Services L.L.C and (Dubai, UAE)

g. Hansa Marketing Services Private Limited (Dhaka, Bangladesh)

Out of the above, Hansa Research Group Private Limited which is engaged in the business of providing Full Service Market Research and Hansa Customer Equity Private Limited which is engaged in the business of Customer Data Analytics and MarTech are the material subsidiaries of the Company.

The Company''s Policy for determining material subsidiaries is available on the Company''s website at https:// www.rkswamy.com/pdf/08_Poticy_for_Determining_Materiat_Subsidiaries.pdf

A separate statement containing the salient features of financial statements of subsidiaries of the Company in the prescribed Form AOC-1 forms a part of Consolidated Financial Statements, in compliance with Section 129(3) and other applicable provisions, if any, of the Act read with the Rules issued thereunder.

In accordance with Section 136 of the Act and the SEBI Listing Regulations, copies of the standalone and consolidated financial statements of the Company and the separate audited financial statements in respect of each of the subsidiary companies are open for inspection and are also available on the website of the Company at https://www.rkswamy.com/regutatory-disctosure.htmt

Further, contribution of subsidiary companies to the overatt performance of the Company is outtined in Note No. 41 of the Consotidated Financiat Statements.

The Company did not have any joint venture or associate companies during the year or at any time after the ctosure of the year and titt the date of the report.

l. PUBLIC DEPOSITS:

During the year, the Company had not accepted any deposits within the meaning of the provisions of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rutes, 2014.

m. LOANS FROM DIRECTORS OR DIRECTORS'' RELATIVES:

During the year, the Company had not obtained any toan from any of the Directors or their retatives.

n. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

In tine with the requirements of the Act and SEBI Listing Regutations, the Company has formutated a Poticy on Materiatity of and deating with Retated Party Transactions ("RPT Poticy") , which is avaitabte on the website of the Company at https://www.rkswamy.com/pdf/09_Poticy_on_Materiatity_of_and_deating_with_Retated_Party_ Transactions.pdf

Att contracts, arrangements and transactions entered by the Company with retated parties during financiat year 2023-24 were in the ordinary course of business and at arm''s tength. Certain transactions, which were repetitive in nature, were approved through the omnibus route.

During the year, the Company did not enter into any retated party transactions, which coutd be considered materiat, in accordance with the Company''s RPT Poticy. Accordingty, the disctosure of retated party transactions in Form AOC-2 is not appticabte.

Att appticabte retated party transactions were presented before the Audit Committee/Board on a regutar basis as required under the Act and SEBI Listing Regutations. The disctosure on retated party transactions as per IND AS 24 has been provided under Note No. 37 of the standatone financiat statements and Note No. 36 of the consotidated financiat statements of the Company.

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

The information pertaining to conservation of energy, technotogy absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with the Rute 8(3) of the Companies (Accounts) Rutes, 2014 is furnished as betow:

(A) Conservation of energy:

Steps taken or impact on conservation of energy	Being a service company, the expenditure on energy is minimat.
Steps taken by the Company for utitizing	The company has endeavored to create an internat awareness
atternate sources of energy	on energy conservation.
Capitat investment on energy conservation equipment	No capitat investment has been made on energy conservation equipment.

(B) Technology absorption:

Efforts made towards technotogy absorption	The Company has been progressivety embracing technotogy and digitization to create content and automate its processes.
Benefits derived tike product improvement, cost reduction, product devetopment or import substitution
In case of imported technotogy (imported during the tast three years reckoned from the beginning of the financiat year):
Detaits of technotogy imported	Nit
Year of import	Not Appticabte
Whether the technotogy has been futty absorbed	Not Appticabte
If not futty absorbed, areas where absorption has not taken ptace, and the reasons thereof	Not Appticabte
Expenditure incurred on Research and Devetopment	Nit

Particular	FY 2022-2023	FY 2023-2024
Actuat Foreign Exchange earnings	117.41	215.11
Actuat Foreign Exchange outgo	80.22	166.14

p. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of Act, the draft Annual Return as on March 31, 2024 is available on Company''s website https://www.rkswamy.com/pdf/Form_MGT_7_2023-24.pdf

q. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

The particulars of investments, loans, guarantees and securities covered under Section 186 of the Act are set out in Note no 8 and 9 of the standalone financial statements of the Company.

r. MATERIAL CHANGES AFTER END OF FINANCIAL YEAR:

There were no material changes and commitments which affected the financial position of the Company, between the end of the financial year March 31, 2024 and date of this Report.

s. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Company has laid down adequate internal financial controls commensurate with the scale, size and nature of the business of the Company. The Company has in place adequate policies and procedures for ensuring the orderly and effective control of its business, including adherence to the Company''s policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. Effectiveness of internal financial controls is ensured through management reviews, controlled self-assessment and independent testing by the internal and statutory auditors of Company.

2. MATTERS RELATED TO DIRECTORS , KEYMANAGERIALPERSONNEL & SENIOR MANAGEMENT:

a) BOARD OF DIRECTORS:

During the year under review, Narasimhan K Swamy, the whole-time Director of the Company was designated as Group CEO of the Company on July 21, 2023, Pattabhi K Raman was appointed as Non-Executive, Nominee Director of the Company representing Evanston Pioneer Fund LP on June 6, 2023. Further, during year Nalini Padmanabhan, Rajiv Vastupal Mehta, T T Srinivasaraghavan and Sunil Sethy were appointed as Independent Directors of the Company on July 3, 2023 by the shareholders of the Company. There was no resignation by any Directors during the financial year.

As on March 31, 2024, the Board of Directors of the Company comprised of the following:

Sr. No.	Name of Director	Designation
1.	Srinivasan K Swamy (Also known as Sundar Swamy)	Chairperson & Managing Director*
2.	Narasimhan K Swamy (Also known as Shekar Swamy)	Group CEO & Whole-time Director*
3.	Sangeetha Narasimhan	Whole-time Director
4.	Pattabhi K Raman^A	Nominee Director
5.	Nalini Padmanabhan	Independent Director
6.	Rajiv Vastupal Mehta	Independent Director
7.	T T Srinivasaraghavan	Independent Director
8.	Sunil Sethy	Independent Director

* Based on the recommendation of the Nomination & Remuneration Committee, the Board of Directors of the Company at their meeting held on May 24, 2024 considered and approved the change in the designation of Srinivasan K. Swamy from Chairman & Managing Director to Executive Group Chairman, Narasimhan K. Swamy from Whole-time Director & Group CEO to Managing Director & Group CEO of the Company and appointed Sangeetha Narasimhan as CEO of the Company in addition to her existing position as Whole-time Director of the Company effective from July 1, 2024. This is subject to approval of the shareholder through postal ballot of the Company.

^A Nominee of Evanston Pioneer Fund L.P.

b) KEY MANAGERIAL PERSONNEL & SENIOR MANAGERIAL PERSONNEL:

The Key Managerial Personnel (KMP) of the Company (other than Directors) and Senior Managerial Personnel (SMP) as of March 31, 2024 are listed below:

Sr. No.	Name	KMP/SMP	Designation
1.	Rajeev Newar	KMP	Group CFO
2.	Rajagopalan Desikan	KMP	Company Secretary
3.	S. Narasimhan	SMP	Chief Digital Officer
4.	Aparna Bhat	SMP	Compliance Officer

* During the year under review Aparna Bhat was appointed as Compliance Officer of the Company There was no resignation of KMP/ SMP during the financial year.

c) RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Srinivasan K Swamy (DIN: 00505093) whose office is liable to retire by rotation at the forthcoming AGM and being eligible, offers himself for reappointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee ("NRC") recommends his reappointment.

Appropriate resolution for reappointment of Srinivasan K Swamy as the Director of the Company is being placed for the approval of the shareholders of the Company at the ensuing AGM.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

The Board of Directors met 10 times during the financial year ended March 31, 2024 and the meetings held, were in compliance with the provisions of the Act and rules made thereunder.

The Company has complied with the applicable Secretarial Standards in respect of the Board meetings and General Meetings.

Name of Director	No. of Board Meetings	No. of Board Meetings
Name of Director	Entitled to attend	attended
Srinivasan K Swamy	10	10
Narasimhan K Swamy	10	10
Sangeetha Narasimhan	10	9
Pattabhi K Raman	8	7
Nalini Padmanabhan	7	7
Rajiv Vastupal Mehta	7	7
T T Srinivasaraghavan	7	7
Sunil Sethy	7	7

b. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the certificate of independence from all the Independent Directors pursuant to Section 149 of the Act and Regulation 16 of the SEBI Listing Regulations, confirming and certifying that they have complied with all the requirements of being an Independent Director of the Company.

The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct. The Company has also received declarations under Regulation 25(8) of SEBI Listing Regulations from the Independent Directors confirming that there was no existing or anticipation of any circumstances during the year that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, skills, experience and expertise and they hold highest standards of integrity and fulfils the conditions specified in the Act and SEBI Listing Regulations.

c. BOARD EVALUATION:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The Board evaluation exercise for FY 2023-24 was carried out after the closure of financial year through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

The Directors in their evaluation were of the opinion that the affairs of the Board, the conduct of the Board members, the functioning of the Board and Committee, and the conduct of the individual Directors including the Chairperson were effective and satisfactory.

d. REMUNERATION OF DIRECTORS AND EMPLOYEES:

Disclosure comprising particulars with respect to the remuneration of directors and employees and other details, as required to be disclosed in terms of the provisions of Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure-I and forms a part of this Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. However, the Report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to [email protected]

e. BOARD COMMITTEES:

During the year under review and pursuant to the SEBI Listing Regulations, the Board had reconstituted certain existing committees and constituted certain new Committees and amended / adopted the terms of reference of the said Committees.

As on the date of this report, the Board has the following committees:

a. Audit and Compliance Committee

b. Nomination and Remuneration Committee

c. Corporate Social Responsibility Committee

d. Risk Management Committee

e. Stakeholders'' Relationship Committee

The IPO Committee was constituted specifically for the purpose of IPO. Pursuant to the listing of equity shares of the Company on the Stock Exchanges, the IPO related matters had concluded and therefore the IPO Committee was dissolved w.e.f. March 26, 2024.

During the year, all recommendations of the Committees of the Board have been accepted by the Board.

The composition and terms of reference of all the Committees of the Board of Directors of the Company is in line with the provisions of the Act and the SEBI Listing Regulations.

A detailed note on the composition of the Board and its Committees, meetings held during the year and its terms of reference is provided in the Corporate Governance Report forming part of this Annual Report.

f. NOMINATION REMUNERATION & BOARD DIVERSITY POLICY:

The Board has framed and adopted a Nomination Remuneration and Board Diversity Policy ("NRC Policy") in terms of the Section 178 of the Act. The NRC Policy, inter-alia, lays down the principles relating to appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management employees and other matters as provided under Section 178 of the Act. The NRC Policy was amended during the year under review to align with the provisions of SEBI Listing Regulations. The remuneration paid to the Directors is as per the terms laid out in the NRC Policy of the Company.

The extract of the terms of reference of the NRC Policy of the Company are provided in the Corporate Governance Report forming part of this Annual Report. The Policy is also available on the website of the Company at https://www.rkswamy.com/pdf/19_Nomination_Remuneration_and_Board_Diversity_Policy.pdf

g. RISK MANAGEMENT:

The Company recognises that risk is an integral and inevitable part of business and is fully committed to manage the risks in a proactive and efficient manner.

The Board of Directors of the Company had formed a Risk Management Committee to frame, implement and monitor the risk management plan of the Company. Further the Company has adopted a Risk Management Policy which provide guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company''s businesses, and is working on a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. The Audit Committee has additional oversight in the areas of financial risk and controls.

The Risk Management Policy has been uploaded on the website of the Company on website of the company at https://www.rkswamy.com/pdf/04_Risk_Management_Policies.pdf

h. CORPORATE SOCIAL RESPONSIBILITY POLICY:

During the financial year 2023-24, the Company has spent Rs. 27.42 Lakhs towards Corporate Social Responsibility (CSR) expenditure, in terms of the CSR annual action plan approved by the CSR Committee and the Board of Directors. The CSR initiatives of the Company were towards protection of culture and eradicating hunger, poverty and malnutrition.

During the year Board reconstituted the CSR Committee of the Company. As on March 31,2024 the CSR Committee of the Company consists of the following members:

i. Srinivasan K. Swamy- Chairperson

ii. Narasimhan K. Swamy- Member

iii. Nalini Padmanabhan- Member

The CSR annual action plan of the Company for the financial year and CSR policy of the Company is available on the website of the Company at https://www.rkswamy.com/pdf/RKS_Annual_Action_Plan_2024-25.pdf

The CSR Committee confirms that the implementation and monitoring of the CSR Policy was done in compliance with the CSR objectives and Policy of the Company. During the financial year ended March 31, 2024, 1 (One) meeting of the CSR Committee was held.

The Report on Corporate Social Responsibility is annexed herewith as Annexure- II and forms a part of this Report.

i. VIGIL MECHANISM/WHISTLE-BLOWER:

The Company has established a Vigil Mechanism/ Whistle-blower policy at group level covering subsidiary Companies in accordance with the provisions of the Act and the SEBI Listing Regulations. Vigil Mechanism/ Whistle blower policy has been formulated with a view to provide a mechanism for Employees, Directors and other stakeholders of the Company to approach the designated Ombudsperson and/or the Chairperson of the Audit Committee of the Company to report actual or suspected unethical behavior, fraud or violation of the Company''s Code of Conduct/ ethics/ principles and matters specified in the Policy. Employees and other stakeholders are required to report actual or suspected violations of applicable laws and regulations and the Code of Conduct. Such genuine concerns disclosed as per Policy are called "Protected Disclosures" and can be raised by a Whistleblower through an e-mail or a letter to the Chairperson of the Audit Committee. The Company affirms that in compliance with the Whistle-Blower Policy/ Vigil Mechanism no personnel had been denied access to the Audit Committee. The Vigil Mechanism and Whistle-blower policy is available on the Company''s website and can be accessed at https://www.rkswamy.com/pdf/13_Vigil_mechanism_and_Whistle_Blower_Policy.pdf

4. AUDITORS AND REPORTS:

a. STATUTORY AUDITORS & AUDIT REPORT:

The Statutory Auditors have issued an unmodified opinion on the financial statements for the financial year 2023-24. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

M/s. Deloitte Haskins & Sells, (Firm Registration No - 008072S) were appointed as Statutory Auditors of the Company at the annual general meeting held on September 19, 2019, and they will be completing their term of appointment at the conclusion of the ensuing Annual General Meeting in 2024.

Further the Board of Directors, subject to the approval of the shareholders, based on the recommendation of the Audit Committee have approved the appointment of M/s. CNK & Associates LLP (Firm Registration No -101961W), Chartered Accountants, as Statutory Auditors of the Company, in place of the retiring Statutory Auditors, for a term of

five consecutive years from the conclusion of ensuing 51^st Annual General Meeting till the conclusion of 56^th Annual General Meeting of the Company to be held in the year 2029 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

M/s. CNK & Associates LLP have confirmed their eligibility and confirmed that there is no disqualification under the Act for holding the office as Statutory Auditors of the Company.

Appropriate resolution for appointment of M/s. CNK & Associates LLP, as statutory auditor of the Company is being placed for the approval of the shareholders of the Company at the ensuing AGM.

b. MAINTENANCE OF COST RECORDS:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities of the Company.

c. SECRETARIAL AUDITORS:

M/s. S. Dhanapal & Associates LLP, Practicing Company Secretaries were appointed as the Secretarial Auditors of the Company and its material subsidiaries Hansa Research Group Private Limited and Hansa Customer Equity Private Limited for the financial year 2023-24.

The Secretarial Auditor''s Report of the Company for the year under review in prescribed form MR-3 is annexed to this Report as Annexure - III-A and forms a part of this Report.

Pursuant to Regulation 24A (1) of the SEBI Listing Regulations, the Secretarial Audit Reports of the Company''s two unlisted material subsidiaries i.e. Hansa Research Group Private Limited and Hansa Customer Equity Private Limited are attached as Annexure-III-B & Annexure-III-C respectively and forms a part of this Report.

The Secretarial Audit Report of the Company and the Reports of its unlisted material subsidiaries do not contain any qualification, reservation, adverse remark or disclaimer.

d. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, M/s. ASA & Associates LLP, Chartered Accountants were appointed as the Internal Auditor to conduct audit for the year under review.

The Internal Auditor of the Company reports functionally to the Audit Committee of the Company, which reviews and approves the annual internal audit plan for the Company.

e. REPORTING OF FRAUDS BY AUDITORS UNDER SECTION 143(12):

There were no instances of reporting of frauds by the Auditors of the Company under Section 143 (12) of the Act read with Companies (Accounts) Rules, 2014.

f. AUDIT TRAIL

The Auditors have reported that the Company has complied with the Audit trail requirements as required under Rule 3(1) of the Companies (Accounts) Rules, 2014 and reported under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of Audit trail. However, in case of subsidiaries, the Audit trail facility was not fully available as mandated. The management of subsidiaries has assured that they are in the process of upgrading the financial software appropriately to ensure compliance with the said requirements of MCA to the extent necessary.

5. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company''s operations in future.

b. DIRECTORâS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2024, the Board of Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for that year;

c. they have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts of the Company on a going concern basis;

e. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

c. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at workplace which is in line with the requirements of the Sexual Harassment of women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder ("POSH"). The Company has constituted an Internal Committee and has complied with the provisions of POSH. The Company has filed an Annual Report with the concerned Authority. No complaints were received under POSH during the year under review.

d. AWARDS AND RECOGNITIONS:

The details of awards received by Company and its subsidiaries have been provided separately and forming part of this report.

e. DIRECTORS & OFFICERS INSURANCE POLICY

The Company has a Directors & Officers Liability Insurance Policy for a quantum and with a coverage which in the opinion of the Board is adequate.

6. MISCELLANEOUS:

a) The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is required to be furnished.

b) The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is required to be furnished.

c) The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is required to be furnished.

d) During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

e) During the year, there was no proceeding initiated by or against the Company under the Insolvency and Bankruptcy Code, 2016.

f) The requirement to disclose the details of difference between amount of valuation done at the time of onetime settlement and valuation done while taking loan from Banks & Financial Institutions along with the reasons thereof, is not applicable.

7. ACKNOWLEDGEMENTS AND APPRECIATION:

The Directors thank the Company''s customers, vendors, investors, lenders, partners and all other stakeholders for their continuous support.

The Directors also thank the Government of India, State Governments and concerned Government departments and agencies for their co-operation.

The Directors appreciate and value the contribution made by all the employees and their families.

8. CAUTIONARY STATEMENT:

Statements in this Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

For and on behalf of the Board R K SWAMY Limited

Srinivasan K. Swamy Narasimhan K. Swamy

(also known as Sundar Swamy) (also known as Shekar Swamy)

Chairman & Managing Director Group CEO & Whole-time Director

DIN:00505093 DIN:00219883

Date: May 24, 2024 Date: May 24, 2024

Place: Mumbai Place: Mumbai

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Directors Report of R K Swamy Ltd.

FINANCIAL PERFORMANCE AND OPERATIONAL HIGHLIGHTS

b) Business and Financial Performance

MANAGEMENT DISCUSSION AND ANALYSIS

e) Key Financial Ratios

APPROPRIATIONS & DIVIDEND

CORPORATE GOVERNANCE REPORT

SHARE CAPITAL

SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

ROYALTY

PUBLIC DEPOSITS

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

(B) Technology absorption:

ANNUAL RETURN

PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES

ACQUISITION OF EVANSTONâS STAKE BY PROMOTERS OF THE COMPANY

The pre-post shareholding pattern of the Promotor Group is given below:

MATTERS RELATED TO DIRECTORS, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

AUDITORS AND REPORTS

PREVENTION OF SEXUAL HARASSMENT

DIRECTORâS RESPONSIBILITY STATEMENT

AWARDS AND RECOGNITIONS

OTHER DISCLOSURES

ACKNOWLEDGEMENTS AND APPRECIATION

For and on behalf of the BoardR K SWAMY Limited

1. FINANCIAL PERFORMANCE AND OPERATIONAL HIGHLIGHTS:

a. FINANCIAL RESULTS:

b. STATE OF AFFAIRS OF THE COMPANY AND FINANCIAL PERFORMANCE:

PERFORMANCE OVERVIEW:

c. MATERIAL EVENTS:

CONVERSION OF THE COMPANY INTO A PUBLIC LIMITED COMPANY:

INITIAL PUBLIC OFFER (âIPOâ):

d. MANAGEMENT DISCUSSION AND ANALYSIS

Opportunities and Threats

Outlook

Risk and concerns

Ratios

f. DIVIDEND:

g. UNPAID DIVIDEND & IEPF:

h. TRANSFER TO RESERVES:

i. CORPORATE GOVERNANCE REPORT:

j. SHARE CAPITAL:

k. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

l. PUBLIC DEPOSITS:

m. LOANS FROM DIRECTORS OR DIRECTORS'' RELATIVES:

n. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

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

p. ANNUAL RETURN:

q. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES:

r. MATERIAL CHANGES AFTER END OF FINANCIAL YEAR:

s. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

2. MATTERS RELATED TO DIRECTORS , KEYMANAGERIALPERSONNEL & SENIOR MANAGEMENT:

a) BOARD OF DIRECTORS:

b) KEY MANAGERIAL PERSONNEL & SENIOR MANAGERIAL PERSONNEL:

c) RETIREMENT BY ROTATION:

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

b. DECLARATION BY INDEPENDENT DIRECTORS:

c. BOARD EVALUATION:

d. REMUNERATION OF DIRECTORS AND EMPLOYEES:

e. BOARD COMMITTEES:

f. NOMINATION REMUNERATION & BOARD DIVERSITY POLICY:

g. RISK MANAGEMENT:

h. CORPORATE SOCIAL RESPONSIBILITY POLICY:

i. VIGIL MECHANISM/WHISTLE-BLOWER:

4. AUDITORS AND REPORTS:

a. STATUTORY AUDITORS & AUDIT REPORT:

b. MAINTENANCE OF COST RECORDS:

c. SECRETARIAL AUDITORS:

d. INTERNAL AUDITOR:

e. REPORTING OF FRAUDS BY AUDITORS UNDER SECTION 143(12):

f. AUDIT TRAIL

5. OTHER DISCLOSURES:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

b. DIRECTORâS RESPONSIBILITY STATEMENT:

c. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:

d. AWARDS AND RECOGNITIONS:

e. DIRECTORS & OFFICERS INSURANCE POLICY

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

ACQUISITION OF EVANSTONâS STAKE BY PROMOTERS OF THE COMPANY

DIRECTORâS RESPONSIBILITY STATEMENT

For and on behalf of the Board
R K SWAMY Limited

INITIAL PUBLIC OFFER (âIPOâ):

b. DIRECTORâS RESPONSIBILITY STATEMENT: