Sterling Guaranty & Finance Ltd Directors Report

1. The Directors present the 41^st Annual Report along with the Audited Financial Statements of the Company for the year ended 31^st March, 2025.

2. Financial Results

(Rs. in Lakhs)

Description	Financial Year	Financial Year
	2024-25	2023-24
Total Income	0.00	0.04
Total Expenses	17.09	7.47
Profit/Loss before tax	-17.09	-7.44
Current Tax / Deferred Tax Credit / (Charge) (net)	-	-
Profit for the year	-17.09	-7.44
Other Comprehensive Income (net)	-	-
Total Comprehensive Income	-17.09	-7.44
Earnings per Share (in Rupees) (Face Value Rs. 10 each)	-0.26	-0.11

3. Financial Performance and the State of Companys affairs

The Company reported a total loss of Rs. 17.09 lakhs for the financial year 2024-25, as compared to a loss of Rs. 7.44 lakhs in the previous financial year. The Loss Before Tax stood at Rs. 17.09 lakhs during the year under review, as against Rs. 7.44 lakhs in the previous year.

4. Dividend & Transfer to reserve

Considering the financial results of the Company for 2024-2025 and the unsettled business environment, the Company is unable to declare a dividend for the current year. No amount is being transferred to reserves during the year under review.

5. Share Capital

The paid-up equity share capital as on 31^st March, 2025, was Rs. 653.76 lakhs. There is no change in the paid-up share Capital of the Company during the year under review. However, during the year under review, the members of the Company through postal ballot held on 8^th February, 2025 (being the last date of the postal ballot) has approved the scheme of reduction of the paid share capital of the Company from the existing INR 6,53,76,000/- (Indian Rupees Six Crore Fifty-Three Lakhs Seventy-Six Thousand Only) consisting of 65,37,600 (Sixty-Five Lakhs Thirty-Seven Thousand Six Hundred) Equity Shares of INR 10/- (Indian Rupee Ten Only) each to 32,68,800/- (Indian Rupees Thirty-Two Lakhs Sixty-Eight Thousand Eight Hundred Only) consisting of 3,26,880 (Three Lakhs Twenty-Six Thousand Eight Hundred Eighty) Equity Shares of INR 10/- (Indian Rupee Ten Only) each of the Company against accumulated loss of INR 6,21,07,200/- (Indian Rupees Six Crore Twenty-One Lakhs Seven Thousand Two Hundred Only) subject to the approval of the National Company Law Tribunal, Mumbai Bench.

6. Material Changes & Commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this report.

7. Deposits

During the period under review, your Company has not accepted any deposits from the public as such, no amount of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

8. Corporate Social Responsibility (CSR)

The provisions of Corporate Social Responsibility do not apply to the Company.

9. Management Discussion and Analysis

As required under Regulation 34(2) read with Schedule V of SEBI LODR, 2015, Management Discussion and Analysis is enclosed as a part of this report as Annexure-1.

10. Corporate Governance Report

The company falls under the criteria 15 (2) (a) of the Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 as the Paid-up capital of the company was below Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of the previous financial year. As on 31^st March, 2025, the Companys Paid-up Capital is of Rs. 653.76 lakhs and Net worth is of Rs. (93.59) lakhs Hence compliance with Corporate Governance provisions as per Listing Obligations & Disclosure requirements (LODR)

Regulations, 2015 are not applicable to company and hence the same is not published in the report.

11. Annual Return

Annual Return as at 31^st March, 2025 in the prescribed format under the Companies Act, 2013 (Draft MGT-7) is available on the website of the Company and same can be accessed at www.trustwavesecuritieslimited.com.

12. Directors Responsibility Statement

Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures. ii) Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made 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 loss of the Company for the year ended 31^st March, 2025. iii) Proper and sufficient care has been 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. iv) The Annual Accounts have been prepared on a going concern basis. v) Internal financial controls have been laid down and followed by the Company and that such controls are adequate and are operating effectively. vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13. Statement on declaration given by Independent Directors

The Company has received necessary declarations/confirmation from all Independent Directors under Section 149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulation 25(8) of the SEBI LODR, 2015 that they meet the criteria of independence laid down thereunder. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended, relating to inclusion of their name in the data bank of independent directors.

14. Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantee or investments given or made by the Company under Section 186 of the Companies Act, 2013 are disclosed in Notes to the Financial Statements.

15. Related Parties Transactions

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for Financial Year 2024-2025 and hence does not form part of this report.

16. Conservation of Energy, technology absorption, imported technology, Foreign Exchange earnings and outgo

A) Conservation of energy: - i) The steps taken or impact on conservation of energy: The Company is very careful in using the power to reduce the cost of maintenance and conserve the resources. ii) The steps taken by the Company for utilizing alternate sources of energy: N.A. iii) The capital investment on energy conversation Equipments: N.A.

B) Technology absorption: i) The efforts made towards technology absorption: N.A. ii) The benefits derived like product improvement, cost reduction product development or import substitution: N.A. iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

N.A. a) The details of technology imported: N.A. b) The year of import: N.A. c) Whether the technology been fully absorbed. N.A. d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof: N.A. iv) The expenditure incurred on Research and Development: N.A.

C) Foreign Exchange Earnings and Outgo: i) Total Foreign Exchange Earned: Nil ii) Total Foreign Exchange Used: Nil

17. Report on the subsidiaries, associates and joint venture Companies, names of Companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies

As on 31^st March, 2025, Company has no subsidiaries, joint venture and associate companies.

18. Change in the registered office of the Company

The Board of Directors of the Company has also approved shifting of the registered office of the Company from the existing Office No 3rd & 4th, 3rd Floor, The Centrium, Village Kurla Kirol, Kurla (W), Mumbai - 400070 to B-702, 7th Floor, Neelkanth Business Park, Kirol Village, Near Bus Depot, Vidyavihar (W), Mumbai 400086 within same city same state and within same ROC.

19. Change in the name of the Company

The members of the Company vide Special resolution passed through Postal ballot, have approved the change of name of the Company from “Sterling Guaranty & Finance Limited” to “Trustwave Securities Limited” on 21^st June, 2024. The Company has received Fresh Certificate of incorporation dated 9^th August, 2024 from the Registrar of Companies, Mumbai, approving the change of name of the Company from Sterling Guaranty & Finance Limited” to “Trustwave Securities Limited.”

20. Significant and Material orders passed by the Regulators or Courts

During the year, no significant and material orders were passed by any of the Regulators or Courts.

21. Details of Directors or KMP who are appointed / re-appointed or have resigned/retired (including by rotation) during the year

During the year under review, following appointments were made: a. Mr. Prasad Pramod Kemnaik (DIN: 10591411) was appointed as a Non-Executive Non-Independent Director of the Company on 15^th April, 2024 and was regularized as the Director of the Company vide postal ballot results dated 21^st June, 2024 (being the last date of the postal ballot). b. Mr. Nilesh Yadav (DIN: 10518738) was appointed as a Non-Executive Non-Independent Director of the Company on 26^th February, 2024 and was regularized as the Director of the Company vide postal ballot results dated 21^st June, 2024 (being the last date of the postal ballot). c. Mr. Deepak Kharwad was regularized as a Director of the Company vide postal ballot results dated 21^st June, 2024 (being the last date of the postal ballot). He is also liable to retire by rotation in the ensuing 41^st Annual General Meeting of the Company. Your directors propose his appointment as a Director of the Company. d. Mrs. Naliny Deepak Kharwad (DIN: 02001739) was re-designated as the Managing Director of the Company for a period of 5 (five) years vide postal ballot results dated 21^st June, 2024 (being the last date of the postal ballot). e. Mr. Himanshu Ashok Agarwal (DIN: 10101174) was appointed as a Non-Executive Non-Independent Director of the Company on 21^st October, 2024 and was regularized as the Director of the Company vide postal ballot results dated 8^th February, 2025. (being the last date of the postal ballot). f. Mr. Shubham Arvind Kumar Jain was appointed as the Chief Financial Officer of the Company w.e.f. 15^th April. 2024.

During the year under review, the Board accepted resignation of the following Director was made: g. Mr. Prasad Kemnaik (DIN: 10591411), vide his letter dated 16^th November, 2024 has tendered his resignation as a Director of the Company with effect 16^th November, 2024 due to other professional commitments.

22. Disclosure regarding Companys policies under Companies Act, 2013

The Companys policies on i) Directors appointment and remuneration, determining criteria for qualification/ independence, ii) Remuneration for Directors, Key Managerial Personnel and other employees, iii) Performance evaluation of the Board, Committees and Directors, iv) Materiality of Related Party transactions, v) Risk Management, and vi) Whistle Blower / Vigil Mechanism are available on the website of the Company www.trustwavesecuritieslimited.com.

23. Number of Board Meetings:

During the financial year, the Board had met Seven (7) times on 15^th April, 2024, 17^th May, 2024, 12^th August, 2024, 21^st October, 2024, 24^th October, 2024, 08^th January, 2025 and 10^th February, 2025. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Annual General Meeting of the Company was held on 30^th September, 2024.

24. Committees of the Board:

There are currently three Committees of the Board, as follows: Audit Committee Nomination and Remuneration Committee Stakeholders Relationship Committee

25. Disclosure of Composition of Committees:

Audit Committee comprises of following members:

Sr No Name of the member	Designation
1. Nilesh Yadav (Chairman)	Non - Executive Independent Director
2. Himanshu Ashok Agarwal	Non - Executive Independent Director
3. Deepak Kharwad	Director

Nomination & Remuneration Committee comprises of following members:

Sr No Name of the member	Designation
1. Nilesh Yadav (Chairman)	Non - Executive Independent Director
2. Himanshu Ashok Agarwal	Non - Executive Independent Director
3. Deepak Kharwad	Director

Stakeholders Relationship committee comprises of following members:

Sr No Name of the member	Designation
1. Nilesh Yadav (Chairman)	Non - Executive Independent Director
2. Himanshu Ashok Agarwal	Non - Executive Independent Director
3. Naliny Kharwad	Managing Director

26. Meeting of Committees of the Board

During the year there were in total (Four) 4 Audit Committee Meetings, (Two) 2 Nomination & Remuneration Committee and (One) 1 Stakeholders Relationship Committee were held.

Audit Committee: 17^th May, 2024, 12^th August, 2024, 24^th October, 2024 and 10^th February, 2025. Nomination & Remuneration Committee: 15^th April, 2024 and 21^st October, 2024 Stakeholders Relationship Committee: 15^th April, 2024.

27. Postal Ballot

During the year under review, the Company has conducted the two postal ballot and the following resolutions were passed by the shareholders of the Company:

A. Postal Ballot conducted on 21^st June, 2024. (being the last date of the postal ballot)

1. Appointment of Mrs. Naliny Deepak Kharwad (DIN: 02001739) as a Director of the Company

2. Appointment of Mrs. Naliny Deepak Kharwad (DIN: 02001739) as a Managing Director of the Company (Change in designation from Director to Managing Director).

3. Appointment of Mr. Deepak Babulal Kharwad (DIN: 08134487) as a Director of the Company.

4. Appointment of Mr. Nilesh Harkesh Yadav (DIN: 10518738) as a Non-Executive Independent Director of the Company.

5. Appointment of Mr. Prasad Kemnaik (DIN: 10591411) as a Non-Executive Independent Director of the Company.

6. Change in name of the Company from ‘Sterling Guaranty & Finance Limited to ‘Trustwave Securities Limited and consequential alteration to MOA and AOA of the Company.

B. Postal Ballot conducted on 8^th February, 2025. (being the last date of the postal ballot)

1. Reduction of share capital of the Company

2. Appointment of Mr. Himanshu Ashok Agarwal (DIN: 10101174) as a Non-Executive Independent Director of the Company.

28. Performance evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of Board Committees viz. Audit committee, Nomination & Remuneration committee, Stakeholders Relationship committee. The Independent Directors of the Company met separately on 12^th March, 2025 to discuss the following: i) review the performance of non-independent directors and the Board as a whole. ii) review the performance of the Chairperson of the Company, taking into account the views of non-executive directors. iii) 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 of the Independent Directors were present at the Meeting and discussed the above and expressed their satisfaction.

29. Whistle Blower:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act, the Company has framed Vigil Mechanism/ Whistle Blower Policy (Policy) to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports on any noncompliance and wrong practices, e.g., unethical behaviour, fraud, violation of law, inappropriate behaviour/conduct, etc. The detailed Vigil Mechanism Policy is available at Companys Website www.trustwavesecuritieslimited.com.

30. Particulars Of Employees and Remuneration:

No details as required under section 197 (12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided during the year as the Directors of the Company do not draw any Remuneration as on 31^st March, 2025.

31. Internal Financial Controls with reference to financial statements

Adequate systems for internal controls provide assurances on the efficiency of operations, security of assets, statutory compliance, appropriate authorization, reporting and recording of transactions. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit committee. The Internal Auditor prepares regular reports on the review of the systems and procedures and monitors the actions to be taken.

32. Safety, Health and Environment

The Company pays utmost importance towards safety and health of its employees by implementing policies, procedures and conducting various awareness programmes among the employees. It conducts many promotional activities among its work force on safety adherence and developing the community on national and international events related to Health, Safety and Environment. During the year under report, National Safety Week, Fire Safety Week and Environment Day were celebrated by reminding the employees through campaigns on its crucial significance in todays world. All functional Departments work in cohesion to a common goal that includes utilizing natural resources with minimal or no damage to the environment and efficiency in energy.

33. Details of Designated Person:

As per the provisions of Rule 9(4) of the Companies (Management and administrative), Rules 2014, Mr. Deepak Kharwad has been appointed as the designated person who shall be responsible for furnishing, and extending co-operation for providing, information to the Registrar or any other authorised officer with respect to beneficial interest in shares of the company. However, during the year under review no beneficial interest was created in the shares of the Company and the necessary details of the designated person will be furnished in the Annual return filed by the Company for the financial year

2024-2025, if applicable.

34. Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaint was received by the Committee formed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. Auditors i) Vinod S. Mehta & Co., continued their term as Statutory Auditors of the Company for conducting audit of financial statements of the Company. ii) Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s. Hemang Satra & Associates. (Membership No. A24235), Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit report in form MR-3 is enclosed as a part of this report as Annexure-2. iii) M/s., C C Patil & Co, Chartered Accountants are appointed as the Internal Auditors of the Company for the financial year 2024-25.

36. Auditors Report

The observations made in the Statutory auditors report and Secretarial auditors report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 134(3)(f) of the Companies Act, 2013.

37. Confirmation of Compliance of Secretarial Standards

The Company has complied with applicable Secretarial Standards during the year under review.

38. Details in Respect of Frauds Reported by Auditors Pursuant to Section 143(12) of the Companies Act, 2013

During the year under report there were no incidences of fraud against the Company reported by Auditors.

39. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under report there was no application made or any proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016.

40. Acknowledgement

The Board of Directors thanks the Banks, Central and State Government Authorities, Shareholders, Customers, Suppliers, Employees and Business Associates for their continued co-operation and support to the Company.

On behalf of the Board of Directors,

For Trustwave Securities Limited

(Formerly known as Sterling Guaranty & Finance Limited)

Deepak Kharwad

Chairman & Director

DIN: 08134487

Place: Mumbai

Date: 8th August, 2025