Swarna Securities Ltd Directors Report

Your directors take pleasure in presenting their 35^th Annual Report and the Audited Financial Statements of the Company for the year ending 31^st March, 2025.

(Rupees in Lakhs)

FINANCIAL RESULTS:	Current Year 31-03-2025	Previous Year 31-03-2024
Total Income	143.09	127.33
Less: Expenditure	37.05	34.41
Profit before depreciation	106.04	92.92
Less: Depreciation	05.40	05.41
Profit before tax	100.64	87.51
Less/Add: Provision for Taxation	19.65	16.00
Profit after tax	80.99	71.51
Earning per Equity share of face value of Rs. 10/- each
Basic	2.70	2.38
Diluted	2.70	2.38

Financial statements for the year ended March 31, 2025 have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the ‘Ind AS) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts. Accounting policies have been consistently applied, except where a newly issued accounting standard, if initially adopted, or a revision to an existing accounting standard, required a change in the accounting policy hitherto in use. The management evaluates all recently issued or revised accounting standards on an ongoing basis.

The Company discloses standalone financial results on a quarterly basis, which are subject to limited review and publishes standalone audited financial results annually.

STANDALONE OPERATIONS:

Total other income from the Companys standalone operations for 2025 was Rs. 143.09 Lakhs compared with Rs. 127.33 Lakhs in the previous financial year. Overall expenses were 37.05 Lakhs as against Rs. 34.41 Lakhs in the previous financial year. Profit before tax was 100.64 Lakhs as against Rs. 87.51 Lakhs in the previous financial year. Profit after tax was Rs. 80.99 Lakhs as against Rs. 71.51 Lakhs in the previous financial year.

A detailed analysis of the performance is included in the Management Discussion and Analysis Report, which forms part of the Annual Report.

DIVIDEND:

With an intention to retain the profits, the Board do not recommend any dividend for the year 2024-25.

REVIEW OF OPERATIONS:

With the surrender of the NBFC certificate of registration to the Reserve Bank of India, the Company has stopped the business of non-banking finance company. There has been no fresh issue of any loans during the year. The Company has only been collecting the outstanding dues from its borrowers. Therefore, there is no business in the Company, has some non-operating income in the form of rent / lease and dividend.

PUBLIC DEPOSITS:

The Company had neither accepted nor held any public deposits during the year under review. In pursuance to Clause 5 (Part III) of the Non-Banking Finance Companies (Reserve Bank) Directions, 1998, your Directors wish to state that as on 31st March, 2025 there are no depositors who have not claimed or to whom the amount was not paid by the Company after the date on which the deposits became due for repayment and as on date there are no deposits that are matured and remained unclaimed or deposits that are claimed and remained unpaid.

FUTURE PROSPECTS:

After coming out of the non-banking finance business as mentioned hereinabove, the Company is intending to venture in to real estate and infra development sector. Plans are afoot to diversify the activities of the company in to other business sectors.

DIRECTORS AND KEY MANAGERIAL PERSONNELS:

As of March 31, 2025, your Companys Board had 5 members comprising of 1 Executive Director who is the Managing Director of the Company and 3 Independent Directors and 1 Non-Executive Non-Independent Woman Director. The details of Board and Committee composition, tenure of directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

As of March 31, 2025, your Company has 3 Key Managerial Personals ("KMP”). One MD, one CFO and one Company Secretary and the details are as follows.

1. Sri M. Murali Krishna	Chairman and Managing Director
2. Sri M. Anil Kumar	Compliance Officer & Company Secretary
3. Sri Chaya Devi G	Chief Financial Officer.

APPOINTMENT/CESSATION/CHANGE IN DESIGNATION OF DIRECTORS: Retiring by rotation:

Smt. M.V.N.S. Sushma, is the only one Non-Executive Director on the Board who is liable for rotation as per the Act. Hence, she retires by rotation at this 35th Annual General Meeting, and being eligible for re-appointment, she herself offers for reappointment.

Therefore, the members may pass the resolution as stated in the AGM Notice.

Appointments:

Sri. M Murali Krishna (DIN: 01889812) the Managing Director of the Company being reappointed in the ensuing AGM for a further term of 5 years as stated in the AGM Notice.

Your Board appointed Sri P. Nandadeep as an Independent Director and Chairman of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committees in the Board Meeting held on 31-01-2024, thereafter, his appointment was approved by the shareholders in the EGM held on 30th April, 2024.

Sri. Kosaraju Nagesh Babu (DIN: 11067431) was appointed by the Board in its meeting held on 07/05/2025 as an Additional Director (Independent Director) subject to the shareholders approval in the ensuing AGM.

Resignations:

Mr. Karunakar Mandava (DIN: 07256176) resigned as an independent Director of the Company w.e.f. 07/05/2025 due to his personal commitments only.

COMMITTEES OF BOARD:

As required under the Act and the SEBI Listing Regulations, your Company has constituted various Statutory Committees. As on March 31, 2025, your Board has constituted the following statutory committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Details of all the committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

BOARD INDEPENDENCE:

Our definition of ‘independence of Directors is derived from Regulation 16(b) of the SEBI Listing Regulations, 2015, and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors, and on the evaluation of the independence of Directors during the Board evaluation process and assessing the veracity of disclosures, the following Non-Executive Directors are independent:

1. Sri P. Nandadeep	: Independent Director
2. Sri V.E.Ch. Vidya Sagar	: Independent Director
3. Sri M. Karunakar	: Independent Director (up to 07/05/25)
4. Kosaraju Nagesh Babu	: Independent Director (w.e.f. 07/05/25)

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Companies Act, 2013, the rules made thereunder and the SEBI Listing Regulations, 2015. They are independent of the Management and are persons of high integrity, expertise and experience. Further, in terms of Section 150 of the Companies Act, 2013, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (IICA) and have passed the proficiency test, if applicable to them.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances which may affect their status as an Independent Director.

The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

INDEPENDENT DIRECTORS MEETING:

The Independent Directors met on March 31, 2025, without the attendance of NonIndependent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and your Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and your Board that is necessary for your Board to effectively and reasonably perform their duties.

COMPLIANCE MONITORING FRAMEWORK:

The Company has a comprehensive framework for monitoring compliances with applicable laws and internal policies. Compliance reviews take place at multiple levels, including checks and controls in departments, audits by auditors, including secretarial auditors and reviews by Stakeholders Relationship Committee.

DIRECTORS RESPONSIBILITY STATEMENT:

Your directors wish to confirm that:

(i) in the preparation of annual accounts for the year ended 31st March, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(ii) such accounting policies have been selected and applied consistently and judgments and estimates are made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2025 and of the profit of the company for the year ended on that date;

(iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) accounts for the financial year ended on 31st March, 2025 are prepared on a going-concern basis.

(v) internal financial controls to be followed by the Company has been laid down and such internal financial controls are adequate and are operating effectively; and

(vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to the financial statements. During the year, such controls were tested and no reportable material weakness in design or operation were observed.

CONSERVATION OF ENERGY&TECHNOLOGY ABSORPTION:

Your Company not being a manufacturing company and no active business is carried out, therefore the Company has no much particulars to report in respect of Conservation of Energy and Technology Absorption as required under rule 8(3) of the Companies (Accounts) Rules, 2014. However, efforts are made to further reduce energy consumption.

Conservation of energy, technology absorption, foreign exchange earnings and outgo:

As per the provisions of Section 134(3)(m) of the Act 2013 and the rules made thereunder relating to the information, the details on conservation of energy, technology absorption to the extent applicable are given below:

(A) Conservation of energy: -
(i) Steps taken or impact on conservation of energy	Your company accords highest priority to energy conservation and is committed for energy conservation measures including regular review of energy consumption and effective control on utilization of energy. The company has taken all steps to conserve energy in the workplaces by educating and training the employees to conserve energy.
(ii) Steps taken for utilizing alternate sources of energy	The Company does not have any power generation units and did not produce / generate any renewal or conventional power.
(iii) C apital investment on energy conservation equipments	The capital investment on energy conservation equipment is insignificant.
(B) Technology absorption: -
(i) Efforts made towards technology absorption	The Company has adopted all new technology in terms of new software and hardware and latest machinery with automated processes available in the current Techno- environment and commensurate to the size, scale and complexity of its operations.
(ii) Benefits derived like product	Technology absorption has helped the

 

improvement, cost reduction, product development or import substitution;	company to provide better and more accurate service to the customers.
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	Nil
(a) Details of technology imported
(b) 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; and	N.A
(iv) Expenditure incurred on Research and Development	Revenue: Nil Capital : Nil

C. Foreign Exchange Earnings and Outgo

Particulars	31.03.2025 (Rs. Lakhs)
Foreign Exchange Earnings	0
Foreign Exchange Outgo	0

STATUTORY AUDITORS AND REPORT:

M/s. Seshadry & Company, Chartered Accountants, the Auditors of the Company, were appointed as such during the 32^nd Annual General Meeting of the Company to hold office till the conclusion of the 37^th Annual General Meeting. Therefore, they hold the office as statutory auditors of the Company till the conclusion of the 37^th Annual General Meeting of the Company.

The Audit Report is self-explanatory and the same is placed hereunder for your reference and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark. The Statutory Auditor also did not report any incident of fraud to the Audit Committee of the Company in the year under review.

SECRETARIAL AUDITOR & REPORT:

The Board has appointed M/s. Ganga Anil Kumar & Associates (“GAKA”), Practicing Company Secretaries, FRN- S2023AP952200, to conduct the Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended 31st March, 2025 is annexed herewith as Annexure - I". The report does not contain any qualification, reservation or adverse remark.

Further, in terms of the SEBI (Listing Obligations & Disclosure Requirements) (Third Amendment) Regulation, 2024, the Board has recommended appointment of GAKA as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from April 01, 2025 till March 31, 2030. The appointment will be subject to shareholders approval at the ensuing AGM.

Therefore, your Board recommends the appointment of GAKA as stated in the AGM Notice.

COST AUDITOR AND DISCLOSURE ON MAINTENANCE OF COST RECORDS AS REQUIRED UNDER SECTION 148(1) OF THE COMPANIES ACT, 2013

The Company is not required to maintain the cost records in respect of its business under Section 148 of the Companies Act, read with Companies (Audit & Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014 for the fY 2024-25.

SECRETARIAL STANDARDS:

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

ANNUAL RETURN:

Pursuant to Section 92(3) every company shall place a copy of the annual return on the website of the company, if any, and the web-link of such annual return shall be disclosed in the Boards report. Accordingly, the Annual Return of the Company will be placed in the website of the company at https://www.swarnasecurities.com/annual-report-MGT-9s.php. This is publicly available in the MCA portal at www.mca.gov.in also.

MEETINGS:

A calendar of meetings is prepared and circulated in advance to the Directors. During the year Seven Board Meetings and four Audit Committee Meetings were convened and held and one meeting each of Nomination and Remuneration Committee and Stakeholders Relationship Committee was held; the complete details of which are given in the Corporate Governance Report attached hereunder in the Annual Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

LISTING:

The shares of the Company were listed in BSE Ltd., Mumbai and the listing fee has been paid up to financial year 2024-25. The shares of the Company are being actively traded in the BSE stock exchange.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JV:

The Company does not have any subsidiaries or JVs and Associate Companies.

PARTICULARS OF EMPLOYEES:

There are no employees covered 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 to furnish the particulars mentioned in Rule 5(1) thereof.

EMPLOYEE STOCK OPTION SCHEMES:

The Company has no employee stock option schemes in place of on the date of review period.

CEO AND CFO CERTIFICATION:

A certificate from Sri M. Murali Krishna, Managing Director & Sri Chaya Devi G, CFO, pursuant to the provisions of the SEBI Listing Regulations, 2015, for the year under review was placed before the Board of Directors of the Company at its meeting held on May 07, 2025. CEO and CFO certification forms and part of the annual report.

RISK MANAGEMENT FRAMEWORK:

Risk management is embedded in your Companys operating framework. Your Company believes that managing risks helps in maximizing returns. The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The present financial position of your Company does not mandate the implementation of corporate social responsibility activities pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013.The Company will constitute CSR Committee, develop CSR policy and implement the CSR initiatives whenever it is applicable to the Company.

AUDIT COMMITTEE:

The Board has constituted Audit Committee as per the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The composition, attendance, powers and role of the Audit Committee are included in Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance and the Directors individually as well as the evaluation of the working of its Audit and other Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Internal Audit Reports were reviewed periodically by Audit Committee as well as by the Board.

Further, the Board annually reviews the effectiveness of the Companys internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) is adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

NOMINATION AND REMUENRATION POLICY:

A committee of the Board named as "Nomination and Remuneration Committee" has been constituted to comply with the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR)Regulations, 2015 to recommend a policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, Payment of Remuneration to them and Evaluation of their performance and to recommend the same to the Board from time to time. The policy is also posted in the investors section of the companys website at https://www.swarnasecurities.com/pdf/policies/Nomination-&-Remuneration- Policy. pdf.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER MATTERS:

(a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee has been formed pursuant to and in compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013. The main object of this Committee is to identify persons who are qualified to become directors and who may be appointed in senior management of the Company, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance, recommend the remuneration package of both the Executive and the Non-Executive Directors on the Board and also the remuneration of Senior Management, one level below the Board. The Committee reviews the remuneration package payable to Executive Director(s) and recommends to the Board the same and acts in terms of reference of the Board from time to time.

On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and frameda Nomination and Remuneration policy for the Directors, Key Managerial Personnel and other employees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Nomination and Remuneration policy of the Company.

The Nomination and Remuneration Policy and other matters provided in Section 178 (3) of the Act and Regulation 19 of SEBI Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of this Annual Report.

(b) Familiarization/Orientation program for Independent Directors:

Your Board is regularly updated on changes in statutory provisions, as applicable to your Company. Your Board is also updated on the operations, key trends and risk universe applicable to your Companys business.

It is the general practice of the Company to notify the changes in all the applicable laws from time to time in every Board Meeting conducted. The company has conducted the following familiarization programmes to independent directors during the year.

S No Topic Covered	Directors Attended	Duration	Date
1 Insolvency and Bankruptcy Code.	Sri P. Nandadeep Sri V.E.Ch. Vidya Sagar Sri M. Karunakar	2 Hour	30 May 2024
2 1. Insider Trading 2. Role and Responsibility of the Independent Directors and Integrity	Sri P. Nandadeep Sri V.E.Ch. Vidya Sagar Sri M. Karunakar	2 Hours	31st July, 2024.
3 1. Compliances required under SEBI (LODR) Regulations and Companies Act, 2013.	Sri P. Nandadeep Sri V.E.Ch. Vidya Sagar Sri M. Karunakar	2.5 Hours	31st January, 2025.
2. Insider Trading Regulations and SDD
3. The amendments in the Companies Act, 2013, Rules prescribed there under, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The details of familiarization programs for Independent Directors are also posted on the website of the Company at https://www.swarnasecurities.com.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

No Loans, Guarantees and Investments under the provisions of Section 186 of the Companies Act, 2013 are given during the financial year.

DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from the its member and public during the Financial Year.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

Your Company strongly supports the rights of all its employees to work in an environment, free from all forms of harassment. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure. The Company has proper procedures in place to address the concerns and complaints of sexual harassment and to recommend appropriate action.

The Company has not received any complaint on sexual harassment during the year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement if any, in the Company. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company at the following link:

https://www.swarnasecurities.com/pdf/policies/Whistle-Blower-Policy.pdf RELATED PARTY TRANSACTIONS:

During the year under review, there were no related party transactions. Hence, a disclosure in Form AOC-2 is not applicable. As required under Regulation 46 (2) (g) of SEBI (LODR) Regulations, 2015, the Company has developed a Policy on Related Party Transactions in accordance with provisions of all applicable laws for the purpose of identification and monitoring of such transactions. The Policy on dealing with related party transactions is available on the website of the Company at the following link:

https://www.swarnasecurities.com/pdf/policies/Policy-on-Related-Party-

Transactions.pdf

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct ("Code”) to regulate, monitor and report trading in Companys shares by Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in your Companys shares and sharing Unpublished Price Sensitive Information(“UPSI”). The Code covers your Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes

code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on your Companys website at https://www.swarnasecurities.com/pdf/policies/Code-of-Insider-Trading.pdf

The employees undergo a mandatory training/certification on this Code to sensitize themselves and strengthen their awareness.

CYBER SECURITY:

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on Management Discussion and Analysis as stipulated under clause 49 of the listing agreement is attached to this report.

CORPORATE GOVERNANCE REPORT:

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of the per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a compliance report on Corporate Governance for the year 2024-25 and a Certificate from the Secretarial Auditor is furnished, which form part of this Annual Report.

A detailed and separate report on Corporate Governance along with the certificates from the Statutory Auditors of the Company regarding compliance of Corporate Governance as stipulated under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached hereunder to this report.

However, in view of the exemptions available under regulation 15(2) of the Listing Regulations, the compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply to the Company for the year ended 31 March, 2025. Nevertheless, company following all corporate governance provision voluntarily.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No orders passed by the Any Regulator / Courts which would impact the future operations / going concern status of the Company.

There were about Rs. 61.94 (excluding GST) SOP fines levied by the BSE for the delay submission of the disclosures under SEBI (LODR) Regulations, 2015 related to various quarter ranging from December, 2013 to September, 2020. However, certain SOP fines were not applicable to the Company as the CIRCULAR CIR/CFD/CMD/12/2015 dated November 30, 2015 came in to force w.e.f. Dec 01, 2015, therefore certain fines are not applicable to the Company.

The Company has been making required correspondence with the BSE for clarifying the same. In view of the Companys waiver application to BSE on 03^rd August, 2023 and following up for waiver of the fines, most of the SOP fines were either withdrawn or waived by BSC. As on 31/03/2025 the SOP fines reduced to Rs. 7,16,260 including GST. The Company is further following up with BSE for further reduction of the fines.

MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year 2024-25 of the Company and the date of the report.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENT TILL THE DATE OF DIRECTORS REPORT:

There are no material changes and commitments affecting the financial position of the company between 31st March 2025 and the date of Boards Report.

TRANSFER TO RESERVES / OTHER EQUITY:

As permitted under the Act, your Board / Company has transferred the closing balance of the retained earnings of your Company for FY 2024-25, after all appropriations and adjustments to other Equity.

INCREASE IN ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL:

During the year under review there are no changes in the paid up and authorized share capital of the Company. The current authorized Capital of the Company is Rs.3,60,00,000 and Paid-up Capital is Rs. 3,00,00,000/- and face value of the equity share is Rs. 10/- each.

During the year under review no allotments of shares.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on your Companys website on https://www.swarnasecurities.com/pdf/policies/Dividend-Distribution-Policy. pdf.

GENERAL DISCLOSURES:

As per Section 134 (3), other applicable provisional of the Companies Act 2013 and the rules made their under, the following discloser are made by your board of directors:

a. There are no applications filed against the company under Insolvency and Bankruptcy Code (“iBc”) 2016 during the year.

b. No frauds have been reported by the Statutory Auditors under Section 143 of the Companies Act.

c. No equity shares with differential voting rights were issued during the year.

d. No securities were issued under Issue of Shares (Including Sweat Equity Shares) to employees of your Company under any scheme.

e. no one time settlement of loan obtained from the Banks or Financial Institutions.

f. No revision of financial statements and Directors Report of your Company during the period under review.

g. no significant or material orders passed by the regulators or courts or tribunals that impact the going concern status and the Companys operations in the future.

h. No buyback of shares during the year under review.

APPRECIATION:

Your directors wish to place on record their sincere appreciation to the Companys customers, Bankers, Financial Institutions and shareholders for their continued support and faith in the Company. A word of appreciation is also due to the employees of the Company for their hard work and commitment.

Form NO. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2025

(Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014)

To

The Members,

Swarna Securities Limited.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SWARNA SECURITIES LIMITED (hereinafter called the ‘Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms a nd returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31^st March 2025, complied with the statutory provisions listed here under and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March 2025, according to the provisions of:

i. The Companies Act, 2013 (the Act) and the Rules made there under:

ii. The Securities Contract (Regulation) Act, 1956(‘SCRA) and the Rules made there under:

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under,

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act)

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; (up to 14^th may 2015) and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (Effective From 15^th May 2015);

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; [Not Applicable as The Company Has Not Issued Any Further Share Capital During the Period Under Review]

d) The Securities and Exchange Board of India (share-based employee benefits) Regulations, 2014; [Not applicable to the Company during the period of audit as there was no reportable event];

e) The Securities and Exchange Board of India (Issue and listing of Debt Securities) Regulations, 2008 [Not applicable to the Company during the period of audit];

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Company Act and dealing with client; [Not applicable as the Company is not registered as the registrar to the issue and share transfer agent during the financial year under review of audit]

g) The Securities and Exchange Board of India (Delisting of Equity Shares Regulations, 2009; (Not applicable to the Company during the period of audit as the Company has not delisted / proposed to delist its equity shares from Stock Exchange); and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the period of audit as the Company has not bought back / proposed to buy-back any of its securities).

i) The Securities and Exchange Board of India (Issue and Listing of NonConvertible Securities) Regulations, 2021; (Not Applicable as the Company has not issued and listed Non-Convertible Securities during the financial year under review) and;

j) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015.

vi. other laws specifically applicable to the company as per the representations made by the management.

We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards with regard to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (“ICSI”) was applicable and compiled.

ii. The Listing Agreement entered into by the Company with BSE Limited.

iii. The Company has given all publications as required relating to Board Meetings, Annual General Meetings, audited and unaudited financial results etc.

iv. Section 203 of the Companies Act, 2013 is complied. The company had appointed a qualified Company Secretary as Compliance Officer of the Company as per regulation 6(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

v. The website of the Company is updated as per the requirements.

vi. The company has appointed the internal auditor and met the compliance.

During the period under review the company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All the decisions of the Board and Committees thereof were carried through with requisite majority.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the review period, no major action having a bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. above have taken place.

The report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

‘ANNEXURE A

To

The Members,

Swarna Securities Limited

Our Secretarial Audit Report of even Date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed, provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards, is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the further viability of the company nor of the efficacy or effectiveness and with which the management has conducted the affairs of the Company.