Your Directors present the 45^th Annual Report of the Company on the business and
operations of the Company together with the Audited Statement of Accounts for the
year ended 31^st March 2025.

FINANCIAL HIGHLIGHTS

The Company's performance during the financial year ended 31^st March, 2025 as
compared to the previous financial year, is summarized below:

(? in Lakhs)

REVIEW OF OPERATIONS

During the year under review, total income of the Company stood at ? 28.16 lakhs as
compared to ? 16.11 lakhs in the previous year. The profit before tax stood at ? 10.63
lakhs as compared to ? 3.57 lakhs in the previous year.

NATURE OF BUSINESS

The Company is primarily engaged in the activities of an Investment Company. There
was no change in nature of the business of the Company, during the year under review.

DIVIDEND

During the year under review, the Board of Directors has not recommended dividend
on the equity shares of the Company.

TRANSFER TO RESERVES

Your directors do not propose to transfer any amount to reserves out of the profits
earned during the financial year under review.

SHARE CAPITAL

No change has taken place in the Share Capital of the Company. The Authorized Share
Capital of the Company is ?5,00,00,000(Rupees Five CroresOnly) divided into 50,00,000
(Fifty Lakhs) equity shares of ? 10 (Rupees Ten Only) each.

The Paid-up Share Capital of the Company is ? 90,00,000 (Rupees Ninety Lakhs only)
divided into 9,00,000 (Nine Lakhs) equity shares of ? 10 (Rupees Ten only) each.

DEPOSITS

The Company has neither invited nor accepted/renewed any deposits from the public
within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposit) Rules, 2014 during the year under review. As such,
no amount of principal or interest on public deposits was outstanding as on the date of
this Report.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY/ JOINT
VENTURE/ASSOCIATE COMPANIES

The Company does not have any Subsidiary/Joint Venture/Associate Company and
therefore the details of Subsidiary/Joint Venture/Associate Company, in Form AOC-1
for the financial year 2024-25 are not applicable.

PARTICULARS OF LOANS, GUARANTEES 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 of
the Company.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with the provisions of Section 152(6) of the Companies Act, 2013,
Mr. Pankaj Jain (DIN: 00048283), Non-Executive Director of the Company, is liable
to retire by rotation and being eligible seeks re-appointment at the ensuing Annual
General Meeting. The Board recommends his re-appointment.

During the year under review, Mr. Pravin Mushaib ceased to be the Chief Financial
Officer of the Company with effect from 31^st July, 2024. Mr. Jay Master was appointed as
the Chief Financial Officer of the Company with effect from 17^th October, 2024.

The certificate under Regulation 34(3) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing
Regulations) forms part of this Report as Annexure III.

DECLARATIONS BY INDEPENDENT DIRECTORS

Based upon the declarations received from the Independent Directors, the Board of
Directors has confirmed that they meet the criteria of Independence as mentioned
under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing

Regulations and that they are Independent of the Management.

In the opinion of the Board, there has been no change in the circumstances affecting
their status as Independent Directors of the Company and the Board is satisfied of the
integrity, expertise, and experience (including proficiency in terms of Section 150(1) of
the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors
on the Board. All those Independent Directors who are required to undertake the online
proficiency self-assessment test as contemplated under Rule 6(4) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, have passed such test.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

Board Meetings

The Board of Directors met 4 (Four) times during the financial year 2024-25 viz. 27^th
May, 2024, 09^th August, 2024, 17^th October, 2024 and 29^th January, 2025 in accordance
with the provisions of the Act and the Rules made thereunder. The Directors actively
participated in the meetings and contributed valuable inputs on the matters brought
before the Board of Directors from time to time.

The name of members of the Board of Directors, their attendance at the Board Meetings
of the Company and last Annual General Meeting during the period under review is
given below:

Directors' 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 31^st March, 2025, the Board of Directors
hereby confirms that:

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

b) such accounting policies have been selected and applied consistently and the
Directors 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 31^st March, 2025
and of the profits of the Company for the year ended on that date;

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

d) the annual accounts of the Company have been prepared on a going concern basis;

e) internal financial controls have been laid down to be followed by the Company and
that such internal financial controls are adequate and were operating effectively;

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

Audit Committee

An Audit Committee is in existence in accordance with the provisions of Section 177 of

the Companies Act, 2013 and the SEBI Listing Regulations.

Constitution of the Audit Committee and Meetings held during the year

During the financial year under review, met 4 (Four) times during the financial year 2024¬
25 viz. 27^th May, 2024, 09^th August, 2024, 17^th October, 2024 and 29^th January, 2025. The

current composition of the Audit Committee is as follows:

Nomination and Remuneration Committee

A Nomination and Remuneration Committee is in existence in accordance with the
provisions of Section 178(1) of the Companies Act, 2013 and the SEBI Listing Regulations.

Constitution of the Nomination and Remuneration Committee and Meetings held
during the year

During the financial year under review, 2 (Two) meetings of the Nomination and
Remuneration Committee were held viz. 27^th May, 2024 and 17^th October, 2024. The
current composition of the Committee is as follows:

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee has formulated a policy which inter alia,
includes the (a) appointment and remuneration of directors, key managerial personnel
and senior management and (b) criteria for determining qualifications, positive
attributes and independence of directors. The policy is directed towards a compensation
philosophy and structure that will attract, retain and motivate talent and provides for a
balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the Company and its goals.

The policy is uploaded on the website of the Company at http://sw1india.com/.

Stakeholders' Relationship Committee

A Stakeholder's Relationship Committee is in existence in accordance with the provisions
of Section 178(5) of the Companies Act, 2013 and the SEBI Listing Regulations.

Constitution of the Stakeholders' Relationship Committee and Meetings held
during the year

During the financial year under review, met 4 (Four) times during the financial year 2024¬
25 viz. 27^th May, 2024, 09^th August, 2024, 17^th October, 2024 and 29^th January, 2025. The
current composition of the Committee is as follows:

During the financial year under review, the Company has not received any complaint
from the shareholders.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the financial year under review, the Independent Directors met on 26^th March,
2025 inter alia, to:

1. Review the Performance of Non-Independent Directors and the Board as a whole;

2. Assess the quality, quantity and timeliness of flow of information between the
company management and the Board that is necessary for the Board to effectively
and reasonably perform their duties.

All the Independent Directors were present at the Meeting.

Corporate Social Responsibility Committee

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the
Company. Hence, the Company is not required to develop and implement any policy on
Corporate Social Responsibility initiatives taken during the year.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD

A formal evaluation mechanism has been adopted for evaluating the performance of
the Board, the Committees thereof and individual Directors. The evaluation is based
on criteria which include, among others, providing strategic perspective, integrity
and maintenance of confidentiality and independence of judgment, attendance, time
devoted and preparedness for the Meetings, quality, quantity and timeliness of the
flow of information between the Board Members and the Management, contribution at
the Meetings, effective decision making ability, monitoring the corporate governance
practices, role and effectiveness of the Committees and effective management of
relationship with stakeholders. Pursuant to the provisions of the Companies Act, 2013
and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its
own performance, performance of its directors individually and the committees of the
Board and the same is reviewed by the Nomination and Remuneration Committee.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(9) of the Companies Act, 2013 read
with Regulation 22 of the SEBI Listing Regulations, the Company has established a Vigil
Mechanism which includes whistle blower policy for Directors and Employees to report
genuine concerns to the management of the Company. The whistle blower policy is
posted on the website of the Company and may be accessed at http://www.sw1india.
com/

RISK MANAGEMENT

The Company's management systems, organizational structures, processes, standards,
code of conduct and behaviors together form the system that governs how the Company
conducts its business and manages associated risks.

The approach is based on identification, evaluation, and mitigation of operational,
strategic and environmental risks, disciplined risk monitoring and measurement and
continuous risk assessment and mitigation measures.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions/contracts/arrangements of the nature as specified in Section 188(1)
of the Companies Act, 2013 entered by the Company during the year under review with
related party (ies) are in the ordinary course of business and on arm's length basis. Hence,
Form AOC-2 is not required to be furnished. Disclosure on Related Party transactions is
provided in notes to financial statements.

PARTICULARS OF EMPLOYEES

During the financial year 2024-25, there were no persons employed, for a part of the
financial year or throughout the financial year who were in receipt of remuneration of not
less than ? 8.5 lakhs per month or ? 1.02 crores per annum respectively. The Company
has one permanent employee.

The information required under Section 197(12) of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are available for inspection at the Registered Office of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

Pursuant to the provisions of the Companies Act, 2013 the Company has complied with
the applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and approved by the Central Government under Section 118(10) of the Companies
Act, 2013.

DISCLOSURE WITH RESPECT TO MATERIAL CHANGES AND COMMITMENTS

Except as disclosed elsewhere in this Report, no material changes and commitments
which could affect the Company's financial position, have occurred between the end of
the financial year of the Company and the date of this Report.

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

No significant and material 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.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The internal financial controls of the Company are commensurate with its size, scale
and complexity of operations. The Company has adopted policies and procedures to
ensure integrity in conducting business, safeguarding of its assets, timely preparation
of reliable financial information, accuracy and completeness in maintaining accounting
records and prevention and detection of frauds and errors. The internal financial controls
with reference to the financial statements were adequate and operating effectively.

FRAUD REPORTING

During the year under review, no instances of fraud were reported by the Auditors of
the Company.

AUDITORS AND THEIR REPORTS

The matters related to Auditors and their Reports are as under:

A) STATUTORY AUDITOR AND STATUTORY AUDITOR'S REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, as amended, M/s. Bagaria & Co. LLP,
Chartered Accountants (Firm Registration No. 113447W/W-100019) were appointed
as the Statutory Auditors of the Company to hold office from the conclusion of the
40^th Annual General Meeting held on 30^th September, 2020 till the conclusion of the
45^th Annual General Meeting to be held in the year 2025. The Auditor's Report does
not contain any qualification, reservation or adverse remark or disclaimer or modified
opinion.

Pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of
the Act (including any statutory modification or re-enactment thereof for the time being
in force) and the Companies (Audit and Auditors) Rules, 2014, as amended from time
to time, M/s. Bagaria & Co. LLP are proposed to be re-appointed as Statutory Auditors
of the Company for a second term of five years to hold office from the conclusion of
the 45^th AGM till the conclusion of the 50^th AgM to be held in the year 2030, subject to
approval of Members in the ensuing AGM. The necessary resolution for re-appointment
of M/s. Bagaria & Co. LLP as Statutory Auditors form part of the Notice convening the
ensuing AGM.

B) SECRETARIAL AUDITOR AND SECRETARIAL AUDITOR'S REPORT

Pursuant to the provision of Section 204(1) of the Act & Rule 9 of the Companies
(Appointment and Remuneration of Personnel) Rules, 2014 and other applicable
provisions, if any of the Act to the extent applicable, other applicable regulations framed
by the Securities and Exchange Board of India in this regard, the Secretarial auditor
needs to be appointed for a period of 5 (Five) years.

In view of the above, the Board of Directors have appointed Mr. Veeraraghavan N.,
Practicing Company Secretary (ACS No. 6911 and COP No. 4334) as Secretarial Auditor
of the Company for a period of five (5) years i.e. from FY 2025-26 to FY 2029-30 subject to
the approval of Members at the ensuing AGM of the Company, to undertake secretarial
audit as required under the Act and SEBI Listing Regulations and issue the necessary
secretarial audit report for the aforesaid period. Mr. Veeraraghavan N., has confirmed
that their appointment, if made, will comply with the eligibility criteria in terms of
SEBI Listing Regulations. Further, the Secretarial Auditor has confirmed that they have
subjected themselves to Peer Review process by the Institute of Company Secretaries of
India ("ICSI") and hold valid certificate issued by the Peer Review Board of ICSI.

As required under the provisions of Section 204 of the Companies Act, 2013, the Report
in respect of the Secretarial Audit of the Company carried out by Mr. Veeraraghavan N.,
Practicing Company Secretary (ACS No. 6911 and COP No. 4334) for the financial year
2024-25, in Form MR-3 annexed as Annexure I to this Report.

C) COST RECORDS AND COST AUDIT

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

D) INTERNAL AUDIT

The Company has in place an adequate internal audit framework to monitor the efficacy
of internal controls with the objective of providing to the Audit Committee and the Board
of Directors, an independent, objective and reasonable assurance on the adequacy and
effectiveness of the organization's risk management, control and governance processes.
The Company has appointed M/s. Sandeep V. Chavan & Co., Chartered Accountants
(Firm Registration No. 148937W), as the Internal Auditor. Findings of the Internal Auditor
are placed before the Audit Committee, which reviews and discusses the actions taken
by the Management.

OTHER DISCLOSURES

Other disclosures as per the provisions of Section 134 of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014 are furnished as under:

Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013 the Annual
Return for the financial year ended 31^st March, 2025 is available on the website of the
Company at http://www.sw1india.com/.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and
Outgo

Considering the nature of activities the Company is engaged into, the Company is not
required to furnish information as required under the provisions of Section 134(3)(m) of
the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

Foreign Exchange Earnings and Outgo are as follows:

i) Foreign Exchange Earnings: NIL

ii) Foreign Exchange Outgo: NIL

Constitution of Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 are not applicable to the Company.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS

Subject to the applicable provisions of the Companies Act, 2013 and all other applicable
laws, all documents, including the Notice and Annual Report shall be sent through
electronic transmission in respect of members whose email IDs are registered in their
demat account or are otherwise provided by the members. A member shall be entitled
to request for physical copy of any such documents.

MEANS OF COMMUNICATION

The Company maintains a website http://sw1india.com/ with a dedicated section
'Investor Corner'. The Quarterly Unaudited Financial Results and the Annual Audited
Financial Results of the Company are published in the widely circulated national and
local newspapers viz. 'Free Press Journal' and 'Navshakti. All periodical information,
including the statutory filings and disclosures, are filed with BSE Limited. A separate
e-mail id cosec@sw1india.com has been designated for the purpose of registering
complaints by shareholders or investors.

CORPORATE GOVERNANCE

Pursuant to Regulation 15(2)(a) of the SEBI Listing Regulations, the paid up equity share
capital of the Company is ? 90,00,000 and the net worth of the Company as on 31^st
March, 2025 is ? 6,39,01,575. Hence, the provisions of Corporate Governance are not
applicable to the Company.

CODE OF CONDUCT AND BUSINESS ETHICS

The Company has adopted a Code of Conduct and Ethics for the Board of Directors
and Senior Management of the Company. Pursuant to Regulation 17 of the SEBI Listing
Regulations, the Code of Conduct has been posted on the Company's website. The
Company has received confirmations from the Directors and Senior Management
regarding compliance with the Code of Conduct for the financial year ended 31^st March,
2025. A certificate by the Whole-time Director, on the compliance declarations received
from the Members of the Board and Senior Management is annexed as Annexure II to
this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report has been separately furnished in the
Annual Report and forms a part of the Annual Report.

INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no proceedings that were filed by the Company
or against the Company, which are pending under the Insolvency and Bankruptcy Code,
2016, as amended, before National Company Law Tribunal or other Courts.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENTAND THE VALUATION DONE WHILE TAKING LOAN
FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF

During the year under review, there were no instances of onetime settlement with any
Banks or Financial Institutions.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors would like to express their sincere appreciation and gratitude for the co¬
operation and assistance from its shareholders, bankers, regulatory bodies and other
business constituents.

Your Directors also wish to place on record their deep sense of appreciation for the
contribution and commitment made by every member of the Company.

For and on Behalf of the Board of Directors
of SW Investments Limited

Lalitha Cheripalli Pankaj Jain

Whole-time Director Non- Executive Director

(DIN:07026989) (DIN: 00048283)

Mumbai, 27^th May, 2025