Amarnath Securities Ltd Directors Report

To,

The Members

Amarnath Securities Limited

Your Directors have pleasure in presenting the 31^st Annual Report together with the audited statement of accounts for the year ended 31^stMarch, 2025

FINANCIAL RESULTS

The summarized financial results for the year ended 31^stMarch, 2025 are as under: (Amount in Lakhs)

Particulars	2024-25	2023-24
Profit before Interest, Depreciation and Tax	7.808	7.696
Interest	-	-
Depreciation	-	-
Exceptional Item	-	-
Profit(Loss)Before Tax	7.808	7.696
Provision for taxation	2.126	2.126
Profit(Loss)After Tax	5.683	5.637

OPERATIONS

The income and profits of the Company are majorly derived from interest income.

AMOUNT TO BE CARRIED TO RESERVE

The Company has not transferred any amount to the reserves during the period under review.

DIVIDEND

During year under review, your Director do not recommend dividend.

SHARE CAPITAL

The paid up equity share capital as on 31^st March 2025 is Rs.3,00,02,000/-divided into 30,00,200 equity share of Rs.10/- each.

During the year under review the company has not made any fresh issue of shares.

4

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND

The Company does not have any amount of Unpaid /Unclaimed Dividend which is required to be transferred to the Investors Education

& Protection fund as required under Section of the Companies Act. There are no other statutory amount like outstanding unpaid Refund Amount on Share Applications, unpaid interests or principal of Deposits and Debentures etc. lying with the company which are required to be transferred to Investors Education and Protection Fund.

COMPLIANCE WITH THE LISTING AGREEMENT

The Companys shares are listed on BSE Ltd. and Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

MATERIAL CHANGE

There were Change in Management during the year as below mentioned.

Sr. No. Name of Director	Appointment/ Cessation	Date of Appointment/Cessation
1. Mr. Naresh Padir Whole- time	Cessation	19.12.2024
Director
2. Mr. Omkar Herlekar - Non-	Cessation	17.01.2025
Executive Non Independence
Director
3. Mr. Ajay Sukhwani - Non-	Cessation	03.01.2025
Executive Independent
Director
4. Ms. Chandni Makhija - Non-	Cessation	03.01.2025
Executive Independent
Director
5. Mr. Avinash Ahire Chief	Cessation	02.01.2025
Financial Officer
6. Ms. Ruchi Gupta Company	Cessation	02.01.2025
Secretary and Compliance
Officer
7. Mr. Chetan Balubhai Patel*	Appointment	02.01.2025
Additional Director (Executive
Director)
8. Mr. Amit Priyankant Pandya *	Appointment	02.01.2025
Additional Director (Executive
Director)

 

9. Mr. Afzalkhan Usmankhan	Appointment	17.01.2025
Afridi *-
Additional Director ( Non-	Resignation	13.08.2025
Executive Independent
Director)
10. Mr. Sanjay Rajkumar* -	Appointment	17.01.2025
Additional Director ( Non-
Executive Independent
Director)

*The Company had Extra Ordinary General Meeting dated 20.02.2025, the Change in designation of Mr. Amit Priyankant Pandya from Additional Director to Executive Whole time Director), Mr. Chetan Balubhai Patel from Additional Director to Executive Whole time Director, Mr. Afzalkhan Usmankhan Afridi from Additional Director to Non-Executive Independent Director, Mr. Sanjay Rajkumar From Additional Director to Non-Executive Independent Director.

The Company has appointed Mr. Nitin Walunj as Additional Director in the Capacity of Independent Director of the Company

The company appointed Ms. Vaishali Dhruvabal Mahadik as Additional Director in the Capacity of Independent Women Director of the Company w.e.f 13th August, 2025

Mr. Afzalkhan Usmankhan Afridi resigned as Independent Director of the Company w.e.f 13th August, 2025

Mrs. Mitti Jain has been appointed as Company Secretary and Compliance officer of the Company w.e.f September, 02 2025

DEPOSITS

The company has not accepted the deposits during the year under review, which is not in compliance of the statutory provisions.

CORPORATE SOCIAL RESPONSIBILITY

As per Section 135(1) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, every Company having the net worth of Rs.500 crores or more or turnover of Rs.1000 cores or more net profit of Rs. 5 crores or more shall constitute a CSR Committee of the board consisting of three or more directors. Accordingly, the provision of CSR activities under Companies Act, 2013 does not apply to your company.

CORPORATE GOVERNANCE

A detailed report on corporate governance in compliance with the relevant provisions of SEBI (Listing Obligations and Disclosure Requirements),Regulations 2015, is attached as part of this report . Compliance reports in respect of all laws applicable to the Company have been reviewed by the Board of Directors.

PARTICULARS OF THE EMPLOYEES:

The Company had no employee except company secretary hence not applicable to the company.

JOINT VENTURE COMPANY/ASSOCIATES

The Company has no Joint Venture Company/Associates as on date of this Balance Sheet.

SUBSIDIARY

The Company has no subsidiary as on date of this Balance Sheet dated March 31^st, 2025.

CONSOLIDATION OF ACCOUNTS

In accordance with the Notification issued by the Ministry of Corporate Affairs, Government of India to amend the Companies (Accounts) Rules,2014, vide notification dated 14^th October 2014, No.G.S.R. 723(E), in Rule 6, after existing provision of the Companies (Accounts) Rules,2014. As such Consolidation of Accounts is not Applicable for the current financial year 2024- 2025.

RELATED PARTY TRANSACTION

All related party transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business. All the Related party transactions are pre-approved by the Audit Committee. During the year, the Company has not entered into any contract/arrangement with related parties which could be considered materially significant related party transactions. Therefore AOC-2 is not required to be attached. The details of the transaction with Related Party are provided in the accompanying financial statement.

EXTRACTS OF ANNUAL RETURNS

The details forming Part of the Extracts of Annual Returns can be accessed through website of the company i.e.www.amarnathsecurities.co.in.

Shareholders can assess the extract of annual return through link: www.amarnathsecurities.co.in.

KEY FINANCIAL INFO AMARNATH SECURITIES LIMITED

DISCLOSURE OF INFORMATION AS REQUIRED UNDER SECTION 134 (3) (M) OF THE COMPANIES ACT, 2013(ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014.

(i) CONVERSION OF ENERGY

The Additional information required under the Act relating to conservation of energy is not applicable to your company.

(ii) TECHNOLOGY ABSORPTION

The Additional information required under the Act relating to technology absorption is not applicable to your company.

(iii) FOREIGN EXCHANGE EARNINGS OR OUTGO

The company has no foreign exchange earnings or outgoes during the year under review.

SECRETARIAL STANDARDS

The Ministry of Corporate Affairs notified the Secretarial Standard on Meetings of the Board of Directors (SS 1) and Secretarial Standard on General Meetings (SS 2) effective from July 1, 2015.Your Company complies with the same.

Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.

Statutory Auditors

M/S SDPM & Co. Chartered Accountants (Firm RegistrationNo.126741W) has been appointed as Statutory Auditors up to financial year 2026-27.

The Ministry of Corporate Affairs vide its Notification dated May 7,

2018 had dispensed with the requirement of ratification of Auditors appointment by the shareholders, every year. Hence, there solution relating to ratification of Auditors appointment is not included in the Notice of the ensuing Annual General Meeting.

The Auditors Report does not contain any qualification, reservation or adverse remark, Independent Auditors Report Annexed which forms part of this Annual Report.

Internal Auditors

Pursuant to the provision of Section 138 of the Companies Act, 2013 and the Companies (Accountants) Rules, 2014, the company has adequate internal audit system.

Secretarial Audit

Pursuant to the amended provisions of regulation 24A of the Listing Regulations vide its notification dated 12 December 2024 and provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the audit committee and the Board of Directors at their respective meetings held on 13^th August, 2025 have approved and recommended the appointment of Mr. Shivam Sharma, Proprietor of M/s Shivam Sharma & Associates auditor of the Company to hold office for one term of 5 consecutive years, commencing from financial year 2025-26 to financial year 2029-30. to conduct secretarial audit of the Company and to furnish the secretarial audit report and secretarial compliance report;

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personal) Rules, 2014, the company has appointed M/s Shivam Sharma

& Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is as a part of this Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company maintains adequate internal control systems, which provide, amongst other things, adequate support to all its operations and effectively handle the demands of the Companys financial management systems.

The Company has in place effective systems safeguarding the assets and interest of the Company and ensuring compliance with law and regulations. The Companys internal control systems are supplemented by an extensive program of internal audit conducted to ensure adequate system of internal control.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of Companies Act, 2013, as amended, with respect to the Directors Responsibility Statement, it is here by confirmed that:

i. In the preparation of the accounts for the financial year ended 31^st March, 2025 the applicable Accounting Standards have been followed along with proper explanation relating to material pastures; ii. The Directors 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 31^stMarch, 2025 and of the Profit and Loss of the Company for the year ended 31^stMarch, 2025. iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts for the financial year ended 31^stMarch, 2025 on a going concern basis. v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and those systems we read equate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors of your company are well experienced with expertise in their respective fields of technical, finance and strategic and operational management and administration .None of the directors of your company are disqualified under the provision of companies Act 2013. During the period under review, no Non-Executive Director of your Company had any pecuniary relationship or transactions with the Company except as stated elsewhere in this Report and in the notes to the accounts.

All the appointment of the Directors of the company is in compliance with the provisions of Section 164 of the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section149 (6) of the Companies Act, 2013 and according to LODR Regulation.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(7) of the Listing Regulations,2015 the Company has put in place a Familiarization Programme for Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarization Programme conducted are available on the website of the Company www.amarnathsecurities.co.in

EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTOR

During the year, the evaluation of the annual performance of individual directors including the Chairman of the Company and Independent Directors, Board and Committees was carried out under the provisions of the Act and relevant Rules and the Corporate Governance requirements as prescribed under Regulation 17 of Listing Regulations, 2015 and the circular issued by SEBI dated January 5, 2017 with respect to Guidance Note on Board Evaluation. The Nomination and Remuneration Committee had approved the indicative criteria for the evaluation based on the SEBI Guidance Note on Board Evaluation.

The Chairman of the Company interacted with each Director individually, for evaluation of performance of the individual directors.

In a separate meeting of Independent Directors, performance of Non Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-executive Directors.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as structure and diversity of the Board, experience of Director, strategy and performance evaluation, secretarial support, evaluation of risk, evaluation of performance of the management and feedback, independence of the management from the Board etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as mandate and composition, effectiveness of the committee, structure of the committee and meetings, independence of the committee from the Board and contribution to decisions of the Board. The Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as knowledge and competency, fulfillment of functions, availability and attendance, initiative integrity contribution and commitment, independence, independent views and judgment etc.

NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company met 7 (Seven) times during the financial year. The details of Board Meetings are provided in the Corporate Governance Report, which forms part of this Annual Report.

For details of meetings of the Board, please refer to the Corporate Governance Report, which is a part of this report .

COMMITTEES OF THE BOARD

Your company has three (3) statutory committee of the Board of

Director as on March 31, 2025. Details given in the Corporate

Governance Report. Statutory Committees:

? Audit committee

? Nomination and Remuneration Committee ? Stakeholders Relationship Committee

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms a part of this Report.

CORPORATE GOVERNANCE REPORT

A detailed Report on Corporate Governance and Certificate of the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the Listing Regulations, 2015, are enclosed as a separate section and forms a part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, 2015, detailed review of operations, performance and future outlook of the company is covered under Managements

Discussion & Analysis which forms a part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Being Non-Banking Financial Company (NBFC) Provision of Section 186 of the Companies Act 2013 is not applicable.

NON-BANKING FINANCIAL COMPANIES (RESERVEBANKOFINDIA) DIRECTIONS

The Company follows the RBI Directive regarding NBFC Business.

PREVENTION OF SEXUAL HARASSMENT AT WORK PLACE

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at work place in line with the provisions of the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act 2013 and the Rules thereunder. The Company arranged various interactive awareness workshops in this regard for the employees in the Corporate Office during the financial year. During the financial year ended March 31, 2025 no complaint pertaining to sexual harassment was received by the Company.

VIGIL MECHANISM POLICY

The company has devised an effective Vigil Mechanism for stakeholders including Directors, shareholders, employees to report concerns about unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy to freely communicate their concerns about illegal or unethical practices. The policy has been explained in detail in the website of company i.e.www.amarnathsecurities.co.in.

SIGNIFICANT OR MATERIAL ORDER PASSED BY REGULATORS/COURTS

During the year under review, No Material Order has been passed by the Regulators/Courts.

SECRETARIAL STANDARDS

The Company is in compliance with applicable Secretarial Standards issued by the Institute of Company Secretaries of India

DETAILS OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by Auditors pursuant to Section 143(12) of the Companies Act, 2013.

ANNUAL SECRETARIAL COMPLIANCE REPORT

In view of the exemption provided under Regulation 15(2)(a) of the SEBI (LODR) Regulations, 2015. As per the said provision, compliance with Regulations 17 to 27 and Regulation 24A is not mandatory for listed entities having: Paid-up equity share capital not exceeding 10 crore, and Net worth not exceeding 25 crore, as on the last day of the previous financial year.

The Company does no have paid up capital and net worth exceeds the above criteria. Hence, Regulation 24 A is not applicable to the Company

Furthermore, under Regulation 15(2)(a), which states that in case the applicability of the referred regulations arises at a later date, the listed entity is required to comply within six months from such applicability.

APPRECIATIONS AND ACKNOWLEDGEMENT:

The Board wish to express their appreciation for the continued cooperation of the Government of India, Governments of various States in India, bankers, financial institutions, Shareholders, customers, dealers, suppliers and also, the valuable assistance. The Directors also wish to than all the employees for their contribution, Support and continued commitment throughout the year.

	SD/-
Date: September 05, 2025	Mr. Amit Pandya
Place: Mumbai	Whole-time Director
	DIN: 00676479