Directors Report of Krishna Capital & Securities Ltd.

Mar 31, 2024

Your Directors are pleased to present 30^th Annual Report and the Company’s Audited Financial Statement for the financial year
ended March 31, 2024 (Financial Year 2023-2024).

Finance Results:

The Audited Financial Statements of your Company as on 31st March, 2024, are prepared in accordance with the relevant applicable
Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”). The summarized financial
highlight is depicted below:

Financial Highlights

The Break-up of Profit is given as Follows	Standalone		Consolidated
	31/03/2024	31/03/2023	31/03/2024	31/03/2023
Total Revenue	39.30	39.11	39.30	39.11
Profit /Loss Before Depreciation & Exception/ Extra-Ordinary item	22.91	22.47	22.91	22.47
Depreciation	0.03	0.03	0.03	0.03
Exceptional Item	-	-	-	-
Share Profit / (Loss) of an Associate	-	-	1.29	0.94
Net Profit Before Taxation	16.39	16.64	17.67	17.58
Current Tax	2.56	2.60	2.76	2.74
Deferred Tax	0.00	0.01	0.00	0.01
Net Profit After Taxation	13.83	14.04	14.91	14.83
Profit for the Period for Appropriation	13.83	14.04	14.91	14.83
Earning Per Shares
Basic	0.44	0.44	0.47	0.47
Diluted	0.44	0.44	0.47	0.47

Brief description of the Company’s working during the year/State of Company’s affairs:

Standalone Results:

The Company reported an increase in total revenue by 0.48% to Rs. 39.30 Lacs as compared to Rs. 39.11 Lacs during the last year.
Accordingly, the Net profit after tax has increased to Rs. 13.83 Lacs. The management is hopeful to achieve better results going
forward.

Your Company is Non-Banking Finance Company (NBFC-Non-Systemically Important-Non-Deposit Taking) registered with Reserve
Bank of India and is not accepting deposits from the public. The Company proposes to transfer an amount of Rs. 3.28 Lacs which
is 20% of net profit to Special Reserve Fund and after adjustment the balance is proposed to be retained in the Statement of Profit
& Loss.

Consolidated Results:

The Company has consolidated its accounts with its associate Company viz. Palco Metals Limited. During the year, the Company
reported consolidated total revenue of Rs. 39.30 Lacs as compared to Rs. 39.11 Lacs during the last year. Accordingly, the Net
profit after tax has increased to Rs. 14.91 Lacs as compared to Rs. 14.83 Lacs during the last year.

The Audited Consolidated Financial Statements for the financial year ended March 31, 2024, have been prepared, in accordance
with the Ind AS Rules and relevant provisions of the Act, from the duly approved Financial Statements of Associates by its respective
Board of directors.

There is no change in the nature of business of the Company during the year.

Details of Change in Nature of Business, If Any:

There was no change in the nature of business of the Company during the financial year.

Dividend

In order to conserve the resources, your Directors do not recommend any dividend on equity shares of the Company.

Transfer to Reserve:

The company has transferred profit to the Reserve as required to be kept by the company and the balance is transferred to surplus
reserves.

Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclosures Made by The Statutory
Auditors:

The observations made by the auditors in their report and notes to the accounts referred to in the Auditors Report are self¬
explanatory. There were no qualifications, reservations or adverse remarks made by the Auditors in their respective reports.

Explanation or Comments on Qualifications, Reservations or Adverse Remarks or Disclosures Made by The Secretarial
Auditor:

The observations made by the Secretarial Auditor in their report are self-explanatory. There were no qualifications, reservations or
adverse remarks made by the Secretarial Auditor in their respective reports.

Financial Statements - Application of the Companies (Indian Accounting Standards) Rules, 2015:

The audited financial statements of the Company drawn up both on standalone and consolidated basis, for the financial year ended
March 31, 2024, are in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (“Ind AS
Rules”).

Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

Pursuant to Section 124 of the Companies Act, 2013, certain amounts of investors which are unclaimed or unpaid for certain years
are required to be transferred to the Investor Education and Protection Fund (“IEPF”). Further Company is also required to transfer
those shares to the Demat account of the Investor Education and Protection Fund (“IEPF”) in respect of which dividend is unpaid
or unclaimed for seven consecutive years.

The Company has not paid dividend in past. Hence, there is no requirement of transfer of unpaid dividend etc. as per the
requirements of the IEPF Rules.

Subsidiaries/ Joint Venture/ Associate Companies:

Company does not have Subsidiary / Joint Venture Companies. The Company has one Associate Company Namely M/s. Palco
Metals Ltd.

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the requirement of Regulation 33 &
Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred as Listing
Regulations) read with other applicable provisions and prepared in accordance with applicable IND AS, for financial year ended
March 31, 2024. The required statement is enclosed as an Annexure A to the report.

Material Changes and Commitments:

There are 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 to which the financial statements relate and the date of this report.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status
and Company’s operations in future.

Directors’ Responsibility Statement:

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors’ Responsibility Statement, it is hereby
confirmed that:

1. In the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material
departures from the same;

2. The Directors had 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 at the end of financial year
and of the profit and loss of the Company for the year ended on that date.

3. The Directors had taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

4. The Directors had prepared the annual accounts on a going concern basis.

5. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls
are adequate and are operating effectively.

6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
are adequate and operating effectively.

Reporting of frauds by auditors:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under
Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees.

Contracts and Arrangement with Related Parties:

During the year the Company has not entered into any material contracts or arrangement with related parties which attracted the
provisions of Section 188 of the Companies Act, 2013. Notes to the financial statement sets out the disclosure of related party
transactions during the year. The requirement of Policy on materiality of related party transactions and dealing with related party
transactions as per Regulation 23 SEBI (LODR) Regulations, 2015 is not applicable to company as per the Exemption granted
under regulation 15(2) of Listing Regulations. After applicability of regulation 15(2) of Listing Regulations, the related party
transactions are dealt in by the company as per the Section 188 of the Companies Act, 2013.

Corporate Governance:

Corporate Governance provisions as stipulated in Chapter IV of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is not applicable to the Company and hence nothing to report thereon.

Corporate Social Responsibilities:

As the Company’s net worth, turnover or net profits are below the limit prescribed under section 135 of the Companies Act 2013
read with Companies (Corporate social Responsibility Policy) Rules 2014 and hence CSR is not applicable to your Company. The
Listing Regulations has provided exemption under regulation 15(2)(a) from applicability of Corporate Governance provisions as
specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clause (b) to (i) of sub-regulation (2) of regulation 46 and para
C, D and E of Schedule V in respect of listed entities having paid-up Equity share Capital not exceeding rupees ten crores and net
worth not exceeding rupees twenty-five crores as on the last day of the previous financial year.

Your Company falls under the exemption criteria as laid down under Regulation 15(2)(a) and therefore, not required mandatorily
to comply with the said regulations.

Risk Management:

Your Company has Risk Management Framework as approved by the Board of Directors which provides mechanism to identify,
evaluate business risk and opportunities. The risk associated with the business of the Company, its root causes are reviewed and
steps are taken to mitigate the same. The Audit Committee and Board of Directors also reviews the key risk associated with the
business of the Company, the procedure adopted to assess the risk, efficacy and mitigation measures.

Internal Financial Control:

Your Directors state that there are adequate internal financial controls with reference to the financial statements i.e. Balance Sheet,
Statement of Profit and loss, Cash Flow Statements and other relevant records and are operating effectively.

Directors:

During the year under review Vinod Agrawal (DIN 00413378), Non-Executive and Non-Independent director of the company will
retire by rotation and will seek re-appointment at the forthcoming annual general meeting.

Your directors would further like to confirm that the Company has received declaration from all the Independent Directors
confirming their independence as well as confirmation that “he / she is not aware of any circumstance or situation, which exist or
may be reasonably anticipated, that could impair or impact his / her ability to discharge his / her duties with an objective
independent judgment and without any external influence”. Accordingly, requirement of Section 149(6) of the Companies Act, 2013
are duly complied with. None of the director of the Company is debarred from holding the office of director pursuant to any SEBI
order.

Your directors would like to confirm that as per opinion of the Board of Directors, all the Independent Directors of the Company
meet the requirement of integrity, expertise and experience (including the proficiency) required for their appointment.

Key Managerial Personnel:

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Ashok Agrawal, Chairman
& Managing Director and Vinod Agrawal, CFO & Director and Shweta Saparia Company Secretary of the Company. During the
year, there has been no change in the Key Managerial Personnel.

COMPOSITION OF BOARD OF DIRECTORS AND ITS COMMITTEES:

Composition of Board

The Board of Directors has an optimum combination of Executive and Non-Executive Directors and Independent Directors in
accordance with the provisions of the Act. The composition of the Board of Directors of the Company as on March 31, 2024 is as
under:

No.	Name	Designation	Executive/Non-Executive
1.	Ashok Agrawal	Chairman & Managing Director	Executive
2.	Vinod Agrawal	Director & CFO	Non-Executive
3.	Meenu Maheshwari	Independent Director	Non-Executive
4.	Kalpesh Mehta	Independent Director	Non-Executive

Five Board meetings were held during the year. The details of Board Meetings and attendance of Directors are given below:

Date of Meeting	No. of Directors Present
19/05/2023	04
11/08/2023	04
07/11/2023	04
11/12/2023	04
01/02/2024	04

Audit Committee:

The Company during the year there was re-composition of Audit Committee as under:

No.	Name	Designation	Position in Committee
1.	Kalpesh Mehta	Director	Chairman & Member
2.	Meenu Maheshwari	Director	Member

Functions and Powers of Audit Committee:

The Committee shall have discussions with the auditors periodically about internal control systems, the scope of audit including
observation of the auditors and review of financial statement before their submission to the Board and discuss any related issue
with internal and statutory auditors and the management of the Company.

In discharging the function of the Audit Committee, the committee shall have the authority to investigate into any matter in relating
to any terms specified in Section 177 or referred to it by the Board.

Responsibility of the Committee:

The Committee may assign any matter of importance nature relating to the accounts, finance, taxation, inspection and investigation
from time to tome and may require submitting a report to the Board on such matters within the stipulated time. The committee on
any matter relating to financial management including audit report shall submit a report to the Board from time to time. The Board
has accepted all the recommendation made by the Audit Committee.

Four Audit Committee meetings were held during the year. The details of Meetings and attendance of Directors are given below:

Date of Meeting	No. of Directors Present
15/05/2023	03
11/08/2023	03
07/11/2023	03
01/02/2024	03

Nomination and Remuneration Committee:

The company has the Nomination and Remuneration Committee. The Composition of Committee is as under:

No.	Name	Designation	Position in Committee
1.	Kalpesh Mehta	Director	Chairman
2.	Meenu Maheshwari	Director	Member

Three NRC meeting were held during the year. The details of Meeting and attendance of Directors are given below:

Date of Meeting	No. of Directors Present
22/03/2024	02

The Committee has been formed in terms of Section 178 of the Companies Act, 2013. The Committee shall have at least the following
basic responsibilities:

• To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance

with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every

Director’s performance.

• To formulate and review criteria that must be followed for determining qualification for determining qualifications, positive
attributes and independence of Director.

• To recommend the Board a policy relating to the remuneration for the Directors, key managerial personnel and other employees
and to ensure compliance with the remuneration policy set forth by the Company.

• To propose to the Board, the members that must form part of the Committee.

• To report on the systems and on the amount of the annual remuneration of Directors and senior management. The

Remuneration Policy has been posted on the website of the Company www.kcsl.co.in.

Stakeholders Relationship Committee

The composition of Stakeholders Relationship Committee is in accordance with the Companies Act, 2013. The Composition of the

Committee is as under:

No.	Name	Designation	Position in Committee
1.	Kalpesh Mehta	Director	Chairman
2.	Meenu Maheshwari	Director	Member

Basic Responsibilities of the Committee:

• Considering and resolving the grievance of shareholders of the Company with respect to transfer of shares, non-receipt of
Annual Report etc.

• Ensuring expeditious share transfer process in line with the proceedings of the Share Transfer Committee.

• Evaluating performance and service standards of the Registrar & Share Transfer Agent of the Company.

• Providing guidance and making recommendation to improve service levels for investors.

Four SRC Committee meetings were held during the year. The details of Meetings and attendance of Directors are given below:

Date of Meeting	No. of Directors Present
28/04/2023	02
30/06/2023	02
20/10/2023	02
10/01/2024	02

Separate Meeting of Independent Directors:

A meeting of Independent Directors was held without the attendance of Non-Independent Directors and the members of
Management. All independent Directors were present at the meeting. The following issues were discussed in detail;

• Reviewed the performance of non-independent Directors and the Board as a whole.

• Reviewed the performance of the Chairperson of the Company taking into account the views of executive Directors and non¬
executive Directors.

Date of Meeting	No. of Directors Present
22/03/2024	2

Board Evaluation:

In compliance with the Companies Act, 2013 and regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the performance evaluation of the Board, its committees and individual Directors was carried out during the
year under review. Various aspects of the Board’s functioning were evaluated 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 at their meeting held separately. The Directors expressed their satisfaction with the evaluation process. None of the
independent directors are due for re-appointment.

Performance evaluation of Board and Committees:

1. Degree of fulfilment of key responsibilities;

2. Board structure and composition;

3. Effectiveness of Board processes, information and functioning;

4. Board Culture and Dynamics;

5. Quality of relationship between the Board and the Management; and

6. Establishment and delineation of responsibilities to committees.

Performance evaluation of Directors:

1. provide meaningful and constructive contribution and inputs in meetings;

2. display a good degree of understanding of the company, industry, sector, geography; and

3. display independence of judgment

Familiarization Programme for Independent Directors:

The Independent Directors of the Company are persons of integrity, possessing rich experience and expertise in the field of corporate
management, finance, capital market, economic and business information. The Company has issued appointment letter to the
Independent Directors setting out in detail, the terms of appointment, duties, roles & responsibilities and expectations from the
appointed Director. The Board of Directors has complete access to the information within the Company. Presentations are regularly
made to the Board of Directors / Audit Committee / Nomination & Remuneration Committee / Stakeholders Relationship
Committee on various related matters, where Directors have interactive sessions with the Management.

Deposits:

Your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 and Section 76 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year and as such, no
amount of principal or interest was outstanding as on the Balance Sheet date.

Material Orders Passed by Regulatory Authorities:

There are no significant and material orders passed by the regulators or courts or tribunals during the year impacting the going
concern status and Company’s operations in future.

Vigil Mechanism (Whistle Blower):

Company has vigil mechanism in force to deal with instances of fraud and mismanagement if any. The mechanism ensures that
strict confidentiality is maintained whilst dealing with the concern and also that no discrimination will be meted to any person for
a genuinely raised concern. The Chairman of the Audit Committee may also be contacted by employees to report any suspected or
concerned incident of fraud / misconduct.

The detail of the Policy has been posted on the website of the Company.

Share Capital, Employee Stock Option etc.:

During the year there was no change in authorized and paid-up share capital of the Company. The paid-up equity shares capital
of the Company as on March 31, 2024 is Rs. 3,15,84,000/- Moreover, During the year there are no issue of equity shares with
differential rights, no issue of sweat equity shares, no issue of employee stock options and no provision of money by Company for
purchase of its own shares by employees or by trustees for the benefit of the employees, the details required to be given under
various rules issued under the Companies Act 2013 is NIL.

Reserve Bank of India Regulations:

Your Company is generally complying with the directions of the Reserve Bank of India regarding prudential norms of accounting,
capital adequacy ratio, provisions for bad and doubtful debts and other requirements as per the directions issued from time to
time.

Management’s Discussion and Analysis:

In terms of the provisions of regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
required Management’s Discussion and Analysis is set out in this Annual Report.

Disclosure with respect to Demat Suspense Account / Unclaimed Suspense Account:

The listed entity is not required to disclose the information regarding Demat suspense account/ unclaimed suspense account, as
there are no shares of company in the Demat suspense account/ unclaimed suspense account.

Secretarial Auditor and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board has appointed Bipin L. Makwana, Practicing Company Secretary to conduct Secretarial Audit
for the financial year 2023-2024. The secretarial Audit Report (Annexure-B) for the financial year is annexed herewith which forms
a part of this report. The Secretarial Audit Report (Annexure-B) does not contain any qualification, reservation or adverse market.

Cost Audit and Cost Audit Report

The provisions of Section 148 of the Companies Act, 2013 relating to maintenance of Cost Records and appointment of Cost auditors
are not applicable to the Company.

Statutory Auditors & Auditor’s Report:

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. Rinkesh Shah & Co., Chartered Accounts
(FRN: 129690W) have been appointed as Statutory Auditors for a period of five years and there is no change in the same. M/s.
Rinkesh Shah & Co., have given their consent to act as statutory auditors of the Company. The requirement of ratification of
auditors have been withdrawn by the Companies (Amendment) Act, 2015 and hence this item was dropped from the agenda of the
forthcoming annual general meeting. M/s. Rinkesh Shah & Co. has audited the books of accounts of the Company for the financial
year ended March 31, 2024 and has issued the Auditors’ Report thereon. There are no qualifications or reservations on adverse
remarks or disclaimers in the said report and do not call for any further explanation or comments U/s 134 (3 (f) of the Companies
Act, 2013. The Notes to the financial statements referred in the Auditors’ Report are self-explanatory. The Auditors’ Report is
enclosed with the financial statements in this Annual Report.

Particulars of Loans Given, Investment made, Guarantee Given and Securities Provided:

The Company being a Non-Banking Finance Company ((NBFC-Non-Systemically Important-Non-Deposit Taking)) has in the
ordinary course of business made loans or advances or given guarantees or provided securities or made investments in bodies
corporate and other persons during the financial year. Your Directors would like to draw your attention to the notes to the financial
statements which sets out the details of loans and investments made. Pursuant to the provisions of Section 186 of the Act, the
disclosure regarding particulars of loan given, guarantee given and security are given in notes to the financial statement.

Code of Conduct for Prevention of Insider Trading

The Company has established a code of conduct for Prevention of Insider Trading. The necessary preventive actions, including
closure of trading window around the time of any price sensitive events information are taken care. The detailed Policy has available
on website of the Company.

Prevention of Sexual Harassment at Work Place

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company’s
premises through various interventions and practices. The Company always endeavors to create and provide an environment that
is free from discrimination and harassment including sexual harassment.

Your company has complied with the provision relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company has also established an
Internal Committee. This year, the focus was on increasing the awareness around POSH and the working of the internal committee.
During the year the company has not received any complaint.

Conservation of Energy, Technology absorptions and Foreign Exchange Earnings and Outgo under Section 134(3)(m) of the
Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014.

Though the operations of the Company are not energy intensive, the Company has taken adequate measures to conserve energy
and optimize its use by using energy efficient computers and equipment with latest technology. The Company has not brought any
technology. There is no foreign exchange earnings or outgo during the year.

Annual Return (MGT-7):

As required under section 134 (3) (a) of the Indian Companies Act, 2013, the Annual return for the financial year 2023-24 will be
put up on the Company’s website and can be accessed at http://kcsl.CO.in/AnnualReport.aspx.

Particulars of Employees and Other Related Disclosures:

The Company has no employee drawing the remuneration in excess of limits prescribed under the Act. The ratio of the remuneration
of each director to the median employee’s remuneration and other details in terms of sub-section (12) of section 197 of the
Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are forming part of this report and are annexed as Annexure-C to this report. Further there are no other employees on the payroll
of the Company.

Compliance of Secretarial Standards:

The Board of Directors affirms that During the Year Company has complied with the applicable Secretarial Standards issued by
the Institute of Companies Secretaries of India.

General Shareholder Information

30th Annual General Meeting
Venue	Not applicable for this meeting as the meeting will be held through Video Conferencing or other Audio Visual Means.
Date	Friday, September 06, 2024.
Time	4 p.m.
Book Closure	From 30/08/2024 to 06/09/2024 (both days inclusive)

Listing of Shares/ Listing Fees:

The securities of the Company are listed at BSE and ISIN of the Company is INE897B01019. The Company has paid listing fee for
the year 2023-2024.

Registrar and Share Transfer Agents: (R & T)

The Company has appointed MCS Share Transfer Agents Ltd., 101, Shatdal Complex, Opp. Bata Showroom, Ashram Road,
Ahmedabad: 380 009 as Registrar and Transfer Agents for electronics shares. The average time taken in transfer of shares is 15
days. The depositories directly transfer the Dematerialized shares to the beneficiaries.

Share Transfer System

Share transfers are registered and returned within a period of 15 days from the date of receipt, provided documents are correct and
valid in all respect.

Details of Application made or proceeding pending under Insolvency and Bankruptcy Code 2016:

During the year under review, there were no application made or proceeding pending under Insolvency and Bankruptcy Code 2016.

Details of Difference Between Valuation Amount on One Time Settlement and Valuation while availing Loan from Banks
and Financial Institutions:

During the year under review, there has been no One Time Settlement of Loans taken from Bank and Financial Institutions.
General Disclosure:

During the year under review, there is no change in the nature of business of the Company and there is no material change and/or
commitments, affecting the financial position of the Company, during the period from 31March, 2024 till the date of this report.

During the year under review, there was no significant and/or material order passed by any regulators or courts or tribunals
impacting the going concern status and company’s operations in future.

The Company does not provide any loan or other financial arrangement to its employees or Directors or Key Managerial Personnel
for purchase of its own shares and hence, the disclosure under Section 67(3)(c) of the Companies Act, 2013.

The disclosure in terms of Rule 4 of Companies (Share Capital and Debenture) Rules, 2014 is not provided, as the Company does
not have any equity shares with differential voting rights.

Your Company has always believed in providing a safe and harassment free workplace for every individual working in premises
through various interventions and practices. The Company always endeavors to create and provide an environment that is free
from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of
sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down
the guidelines for identification, reporting and prevention of sexual harassment.

Your director’s further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. In the preparation of Financial Statement, no treatment
different from that of prescribed accounting standard has been followed.

The Company has established a code of conduct for Prevention of Insider Trading. The necessary preventive actions, including
closure of trading window around the time of any price sensitive events information are taken care. All covered person have given
declarations affirming compliance with the said code. The detailed policy is uploaded on website of the Company.

Acknowledgment:

Your Directors wish to place on record their deep sense of gratitude to the Shareholders, bankers, Government Institutions and
regulatory bodies for their continued assistance, support and cooperation. Our sincere thanks are also due to our esteemed other
business constituents and finally to employees of the Company for their untiring efforts and commitment to their duties. Your
Company will make all the efforts to the

By Order of the Board
For, Krishna Capital & Securities Ltd

SD/-

Ashok Agrawal

Chairman & Managing Director
DIN 00944735

Registered Office:

403, Mauryansh Elanza,

B/h. Parekh Hospital,

Shyamal Cross Road
Satellite,

Ahmedabad: 380015

Place: Ahmedabad
Date: 25/07/2024

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present 21s' Annual Report and the company's audited financial statement for the financial year ended March 31, 2015.

FINANCIAL RESULTS :

The company's financial performance for the year ended March 31, 2015 is summarized below:

The Break-up of Profit is given 31st March, 2015 31st March, 2014 as follows

Total Revenue 48,94,781 32,11,461

Total Expenditure 39,96,482 11,63,132

Net Profit Before Taxation 8,98,299 39,32,004

Current Tax 1,69,511 7,90,199

Deferred Tax 10,502 1,264

Net Profit After Taxation 7,18,286 31,40,541

Profit for the Period for Appropriation 7,18,286 31,40,541

Earning Per Shares

Basic 0.2274 0.9943

Diluted 0.2274 0.9943

Dividend

In order to conserve the resources, your Directors do not recommend any dividend on equity shares of the Company.

Brief description of the Company's working during the year/State of Company's affairs:

During the year, consolidated revenue for the year is increased by 43% to Rs. 45.82 Lacs as compared to Rs.32.03 Lacs during the last year.

The Company proposes to transfer an amount of Rs.1.79 Lacs which is 20% of net profit to Special Reserve Fund and an amount of Rs.4.95 Lacs is proposed to be retained in the Statement of Profit & Loss.

There is no change in the nature of business of the Company during the year.

Material Changes and Commitments:

There are 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 to which the financial statements relate and the date of this report.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Subsidiaries/ Joint Venture/ Associate Companies:

Company has no subsidiary/joint ventures companies. The Company has one Associate Company viz. Krishna Sharebroking Services Pvt. Ltd (CIN U67120GJ1996PTC029142). As there is no Subsidiary Company, no consolidated financial statements for the financial year 31st March, 2015, is required to be given for an Associate Company as exempted by the Ministry of Corporate Affairs.

Directors' Responsibility Statement:

Your Directors Statement and confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same;

2. the directors had 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 at the end of financial year and of the profit and loss of the company for the year ended on that date.

3. the directors had taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;

4. the directors had prepared the annual accounts on a going concern basis.

5. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

6. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangement with Related Parties:

During the year the Company has not entered into any contracts or arrangement with related parties which attracted the provisions of Section 188 of the Companies Act, 2013.

Corporate Governance:

The amended Clause 49 of listing requirements on Corporate Governance is not applicable to the Company and hence nothingto report there on.

Corporate Social Responsibilities:

As the Company's net worth, turnover or net profits are below the limit prescribed under section 135 of the Companies Act 2013 and hence CSR is not applicable to your Company.

Risk Management:

Your company has Risk Management Framework as approved by the Board of Directors which provides mechanism to identify, evaluate business risk and opportunities. The risk associated with the business of the Company, its root causes are reviewed and steps are taken to mitigate the same. The Audit Committee and Board of Directors also reviews the key risk associated with the business of the Company, the procedure adopted to assess the risk, efficacy and mitigation measures.

Internal Financial Control:

Your directors state that there are adequate internal financial controls with reference to the financial statements i.e. Balance Sheet, Statement of Profit and loss, Cash Flow Statements and other relevant records and are operating effectively.

Directors and Key Managerial Personnel:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Ashokkumar Agrawal (DIN 00944735) retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Pursuant to the provisions of Section 161 (1) of the Companies Act, 2013 Mr. Pramod Agrawal (DIN 00596327) and Mr. Narendra Agrawal (DIN 03400241), were appointed as additional directors designated as Independent Directors of the Company with effect from September 30, 2014 and they shall hold office upto the date of ensuing annual general meeting. The company has received requisite notices in writing from members proposing Mr. Pramod Agrawal and Mr. Narendra Agrawal as Independent Directors of the Company.

Mrs. Sneh Yogesh Gupta (DIN 07135648) was appointed as an additional director termed as woman director w.e.f March 31, 2015 and She shall hold office upto the date of ensuing annual general meeting. The company has received requisite notice in writing from member proposing Mrs. Sneh Yogesh Gupta as Independent Director of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the Listing Agreement with the Stock Exchanges.

Mr. Tarun Garg (DIN 00413294) and Mr. Pankaj Agrawal (DIN 02402670) have resigned as directors with effect from October 1,2014.

Mr. Vinodkumar Agrawal (DIN 00413378), Director of the Company, has been designated as Chief Financial Officer of the Company by the Board with effect from March 31,2015.

Miss Payal Shastri has been appointed as Company Secretary with effect from December 1,2014.

COMPOSITION OF BOARD OF DIRECTORS AND ITS COMMITTEES :

Composition of Board

The Board of Directors has an optimum combination of Executive and Non-Executive Directors and Independent directors in accordance with the provisions of the Act. The composition of the Board of Directors of the company as on 31st March, 2015 is as under:

Sr. No. Name Designation Executive / Non Executive

1. Ashokkumar Agrawal Chairman & Managing Director Executive

2. Vinodkumar Agrawal Director & CFO Non-Executive

3. Mrs. Sneh Vogesh Gupta Independent Director Non-Executive

4. Mr. Pramod Agrawal Independent Director Non-Executive

5. Mr. Narendra Agrawal Independent Director Non-Executive

Nine Board meetings were held during the year. The details of Board Meetings are given below :

Date of Meeting No. of Directors Present

30/05/2014 03

10/06/2014 03

31/07/2014 03

30/09/2014 04

03/11/2014 04

01/12/2014 04

29/01/2015 04

03/03/2015 04

31/03/2015 05

Audit Committee:

During the year the company has reconstituted its Audit Committee. The Composition of Committee is as under:

Sr. No. Name Designation Position in Committee

1. Mr. Pramod Agrawal Director Chairman

2. Mr. Narendra Agrawal Director Member

3. Mr. Vinodkumar Agrawal Director Member

The composition of committee inter alia meets with the requirement of Section 177 of the Companies Act, 2013

Functions and Powers of Audit Committee:

The Committee shall have discussions with the auditors periodically about internal control systems, the scope of audit including observation of the auditors and review of financial statement before their submission to the Board and discuss any related issue with internal and statutory auditors and the management of the company.

In discharging the function of the Audit Committee, the committee shall have the authority to investigate into any matter in relating to any terms specified in Section 177 or referred to it by the Board.

Responsibility of the Committee:

The Committee may assign any matter of importance nature relating to the accounts, finance, taxation, inspection and investigation from time to time and may require submitting a report to the Board on such matters within the stipulated time.

The committee on any matter relating to financial management including audit report shall submit a report to the Board from time to time.

The Board has accepted all the recommendation made by the Audit Committee.

Nomination and Remuneration Committee:

During the year the Company has renamed and reconstituted it Remuneration Committee as the Nomination and Remuneration Committee:

The Composition of Committee is as under:

Sr. No. Name Designation Position in Committee

1. Mr. Narendra Agrawal Director Chairman

2. Mr. Pramod Agrawal Director Member

3. Mr. Vinodkumar Agrawal Director Member

The Committee has been reconstituted in terms of Section 178 of the Companies Act, 2013. The Committee shall have at least the following basic responsibilities:

* To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance.

* To formulate and review criteria that must be followed for determining qualification positive attributes and independence of director.

* To recommend the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees and to ensure compliance with the remuneration policy set forth by the Company.

* To propose to the Board the members that must form part of the Committee.

* To report on the systems and on the amount of the annual remuneration of directors and senior management.

The Remuneration Policy has been posted on the website of the Company.

Stakeholders Relationship Committee

The Company has reconstituted and renamed Shareholders Grievance Committee as Stakeholders Relationship Committee. The composition of the Committee is in accordance with the Companies Act, 2013. The Composition of the Committee is as under:

Sr. No. Name Designation Position in Committee

1. Mr. Narendra Agrawal Director Chairman

2. Mr. Pramod Agrawal Director Member

3. Mrs. Sneh Yogesh Gupta Director Member

Basic Responsibilities of the Committee:

* Considering and resolving the grievance of shareholders of the Company with respect to transfer of shares, non-receipt of annual report etc.

* Ensuring expeditious share transfer process in line with the proceedings of the Share Transfer Committee.

* Evaluating performance and service standards of the Registrar & Share Transfer Agent of the Company.

* Providing guidance and making recommendation to improve service levels for investors.

Details of the Meeting and its attendance are given as under:

Nomination & Stakeholders Audit Remuneration Relationship Committee Committee committee

No. of Meetings held 6 2 4

Attendance

Mr. Pramod Agrawal* 3 1 1

Mr. Narendra Agrawal* 3 1 1

Mr. Vinod Agrawal** 6 2 2

Ms. Sneh Yogesh Gupta*** - - -

Mr. Tarun Garg**** 3 1 3

Mr. Pankaj Agrawal**** 3 1 2

* Appointed as Member/Chairman of the Committee with effect from October 1,2014.

** Ceased to be a Member of Statkeholders relationship Committee with effect from March 31,2015

***Appointed as Memberof the Company with effect from March 31,2015

****Ceased to be memberof the Committee with effect from October 1,2014.

The Committee was reconstituted in October, 2014.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, 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 its Audit, Nomination & Remuneration and Stakeholders Relationship Committee.

Various aspects of the Board's functioning were evaluated 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. The Directors expressed their satisfaction with the evaluation process.

Remuneration to Directors:

The remuneration paid to Directors, Non-Executive Directors and Independent Directors are disclosed in the Extract to the Annual Return i.e. Annexure A to the Board Report.

Vigil Mechanism

Company has vigil mechanism in force to deal with instances of fraud and mismanagement if any. The mechanism ensures that strict confidentiality is maintained whilst dealing with the concern and also that no discrimination will be meted to any person for a genuinely raised concern. The Chairman of the Audit Committee may also be contacted by employees to report any suspected or concerned incident of fraud / misconduct.

The detail of the Policy has been posted on the website of the Company.

Employee Stock Option etc.:

During the year there are no issue of equity shares with differential rights, no issue of sweat equity shares, no issue of employee stock options and no provision of money by company for purchase of its own shares by employees or by trustees for the benefit of the employees, the details required to be given under various rules issued under the Companies Act 2013 is NIL.

Secretarial Auditor:

The Board has appointed Mr. Bipin L. Makwana, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2014-2015. The secretarial Audit Report for the financial year March 31,2015 is annexed herewith. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Auditors and Auditors Report:

M/s. K. G. Vakharia & Co., Chartered Accounts (FRN: 117022W) are the statutory auditors of the Company and there are no changes in the same and they being eligible offers themselves for reappointment and Board recommend their reappointment.

There are no qualifications, reservation or adverse remark or disclaimer made by the statutory auditors in their auditor's report.

Particulars of Loans given, Investment made, Guarantee given and Securities provided:

Since the Company is Non-Banking Finance Company, the disclosure regarding particulars of loan given, guarantee given and security provided is exempt under the provisions of Section 186 (11) of the Companies Act, 2013.

Conservation of energy, technology absorptions and foreign exchange earnings and outgo are as follows:

A. Conservation of energy : NIL

B. Technology absorptions : NIL

C. Foreign exchange earnings and Outgo : NIL Extract of Annual Return:

Extract of the Annual Return of the Company is enclosed herewith as an annexure A to this Report. Particulars of Employees and Other Related disclosures:

The Company has no employee drawing the remuneration of Rs.5 Lacs p.m. or Rs.60 Lacs p.a.

However the information required pursuant to Section 197 read with Rule, 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request.

In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Deposits:

Your Company has not accepted any deposits which fall under Chapter V and Section 73 to Section 76 of the Companies Act, 2013.

General Shareholder Information

21st ANNUAL GENERAL MEETING

At the Registered Office of the Company at 403, Mauryansh Elanza, B/h

Venue

Parekh's Hospital, Shyamal Cross Road, Satellite, Ahmedabad - 380015 Date Thursday, August 13,2015.

Time 11.00A.M

Listing of Shares:

Your Company has made an application to BSE Ltd for listing of its equity shares on account of de- reorganization of Regional Stock Exchanges. The Management is expected to get the permission soon.

ISIN of the Company: INE897B01019 Registrar and Share Transfer Agents: (R & T)

The company has appointed MCS Share Transfer Agent Ltd, 201, Shatdal Complex, Opp. Bata Showroom, Ashram Road, Ahmedabad: 380009 as Registrar and Transfer Agents for electronics shares. The average time taken in transfer of shares is 15 days. The depositories directly transfer the dematerialized shares to the beneficiaries.

Share Transfer System

Share transfers are registered and returned within a period of 15 days from the date of receipt, provided documents are correct and valid in all respect.

Acknowledgment:

Your Directors wish to place on record their deep sense of gratitude to Banks for their continued support and cooperation. Our sincere thanks are also due to our esteemed customers, suppliers and finally to employees of the Company for their untiring efforts and commitment to their duties.

By Order of the Board For, Krishna Capital & Securities Ltd

sd/-

Ashokkumar Agrawal Chairman & Managing Director DIN 00944735

Registered Office:

403, Mauryansh Elanza, B/h. Parekh Hospital, Shyamal Cross Road Satellite, Ahmedabad: 380015

Place: Ahmedabad Date:29/05/2015

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Mar 31, 2014

Dear Members,

The Directors are happy to present the 20th Annual Report of the Company Along with the Audited Financial Statements of Account for the year ended 31st March 2014.

The break-up of profit is given as follows: 31-Mar-14 31-Mar-13

Revenue from Operation 3,203,506 2,789,702

Profit Before Finance Expenses & 3,994,819 1,094,498 Depreciation

Less: Finance Expenses 0 0

Less: Depreciation 62,815 75,698

Profit After Finance Expenses & Depreciation

But Before Tax 3,932,004 1,018,800

Less: Tax Provision 791,463 184,679

Net Profit / (Loss) for 3,140,541 834,121 the Period

No of Shares 3,158,400 3,158,400

EPS 0.9943 0.2641

Dividend

The company is not having divisible profit computed u/s 205 to distribute the dividend.

Operation:

The Performance of the Company was satisfactory during the year from the last year it earned the Net Profit of Rs 3,140,541/-

Public Deposits

The Company has not accepted any deposits from the Public during the period under review.

Auditors

K. G. VAKHARIA & CO. Chartered Accountants retire as Auditors of the company at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with sub-section (1B) of Section 224 of the Companies Act, 1956.

Directors Responsibility Statement

In pursuant to the provision of section - 217 (2AA) of the companies Act, 1956 your directors confirm as under:

1 That In the preparation of annual accounts, the applicable accounting standards have been followed along with Proper explanation.

2 The Directors had selected such accounting policies and applied them consistently and made j udgment and Estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit and Loss of the Company for that period.

3 That the directors have taken proper and sufficient care of the maintenance of adequate accounting records in Accordance with the provision of the companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

4 The Directors have prepared the annual accounts on the principle of going concern basis.

Directors:

At the ensuring Annual General Meeting Mr. Vinod Agrawal, Director of the company will retire by rotation and being eligible offers himself for re-appointment. The company has not appointed any new director nor any director has resigned during the year.

Conservation of Energy, Technology Absorpation, Foreign Exchange Earnings and Out Goings

Information pursuant to section 217(1) (e) of the companies Act, 1956 read with the companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 relating to the foregoing matters is given hereunder.

a) Conservation of Energy NIL

b) Technology absorption, research & outgoing NIL

c) Foreign Exchange earning & outgoing NIL

Particulars of Employees as Required under Section 217(2A) of the Companies Act, 1956 and the Rules made Thereunder:

The Company had no single employee who is in receipt of gross remuneration of Rupees 60,00,000/- or more during the year or Rs 5,00,000/- or more per month during any part of the said year. Provision of Section 217(2A) of the Companies Act, with the companies (Particulars of Employees) Rules 1957 is Rs NIL.

Compliance Certificate

Compliance Certificate received from a Company Secretary in practice pursuant to Section 383A of the Companies Act, 1956 is attached herewith and forms the part of Directors' Report.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report and Auditor's Certificate regarding compliance on conditions of Corporate Governance is attached and forms part of the Annual Report.

Acknowledgement

Your directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co-operation extended by the Company's Bankers, employees and customers.

Registered Office: By order of the Board For, Krishna Capital & Securities Limited

403, Mauryansh Elanza, B/h. Parekh Hospital, Shyamal Cross Road, Satellite, Ahmedabad - 380015 [Managing Director] [Director] Place: Ahmedabad Ashok Agrawal Vinod Agrawal Date : 29/05/2013 DIN No. 00944735 DIN No. 00413378

---

Mar 31, 2013

Dear Members,

The Directors are happy to present the 19th Annual Report of the Company Along with the Audited Financial Statements of Account for the year ended 31st March 2013.

The break-up of profit is given as follows: 31-Mar-13 31-Mar-12

Revenue from Operation 2,789,702 6,126,937

Profit Before Finance Expenses & Depri. 1,094,498 3,763,028

Less: Finance Expenses 0 3,260

Less: Depreciation 75,698 90,780

Profit After Finance Expenses & Deprecition But

Before Tax 1,018,800 3,668,988

Less: Tax Provision 184,679 669,324

Net Profit / (Loss) for the Period 834,121 2,999,664

No of Shares 3,158,400 3,158,400

EPS 0.2641 0.9497

Dividend

The company is not having divisible profit computed u/s 205 to distribute the dividend.

Operation:

The Performance of the Company was satisfactory during the year from the last year it earned the Net Profit of Rs 8,34,121

Public Deposits

The Company has not accepted any deposits from the Public during the period under review.

Auditors

K. G. VAKHARIA & CO. Chartered Accountants retire as Auditors of the company at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with sub-section (1B) of Section 224 of the Companies Act, 1956.

Directors Responsibility Statement

In pursuant to the provision of section - 217 (2AA) of the companies Act, 1956 your directors confirm as under:

1 That In the preparation of annual accounts, the applicable accounting standards have been followed along with Proper explanation.

2 The Directors had selected such accounting policies and applied them consistently and made judgment and Estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit and Loss of the Company for that period.

3 That the directors have taken proper and sufficient care of the maintenance of adequate accounting records in Accordance with the provision of the companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

4 The Directors have prepared the annual accounts on the principle of going concern basis.

Directors:

At the ensuring Annual General Meeting Mr. Tarun Garg, Director of the company will retire by rotation and being eligible offers himself for re-appointment. The company has not appointed any new director nor any director has resigned during the year.

Conservation of Energy, Technology Absorpation, Foreign Exchange Earnings and Out Goings

Information pursuant to section 217(1) (e) of the companies Act, 1956 read with the companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 relating to the foregoing matters is given hereunder.

a) Conservation of Energy NIL

b) Technology absorption, research & outgoing NIL

c) Foreign Exchange earning & outgoing NIL

Particulars of Employees as Required under Section 217(2A) of the Companies Act, 1956 and the Rules made Thereunder:

The Company had no single employee who is in receipt of gross remuneration of Rupees 60,00,000/- or more during the year or Rs 5,00,000/- or more per month during any part of the said year. Provision of Section 217(2A) of the Companies Act, with the companies (Particulars of Employees) Rules 1957 is Rs NIL.

Compliance Report

The provisions of section 383-A relating to the compliance report by the company secretary not applied to the Company.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report and Auditor's Certificate regarding compliance on conditions of Corporate Governance is attached and forms part of the Annual Report.

Acknowledgement

Your directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co-operation extended by the Company's Bankers, employees and customers.

Registered Office: For and on dehalf of the Board of Directors, 403, Mauryansh Elanza, Krishna Capital & Securities Limited B/h. Parekh Hospital, Shyamal Cross Road, Satellite, Ahmedabad - 380015 Place: Ahmedabad Date : 29/05/2013 [Managing Director] [DIRECTOR]

---

Mar 31, 2012

Dear Members,

The Directors are happy to present the 18th Annual Report of the Company Along with the Audited Financial Statements of Account for the year ended 31st March 2012.

Financial Results: 31st March 2012 31st March 2011

Total Income 6,157,219 38,237,308

Net Profit Before Taxation 3,668,988 464,672

Net Profit After Tax 2,999,664 384,331

Balance Brought Forward -6,295,788 -6,603,253 from Last Year

Profit Available For 0 0 Appropriation

Dividend

The company is not having divisible profit computed u/s 205 to distribute the dividend.

Operation:

The Performance of the Company was satisfactory during the year from the last year it earned the Net Profit of Rs 36.64 Lacs.

Public Deposits

The Company has not accepted any deposits from the Public during the period under review.

Auditors

K. G. VAKHARIA & CO. Chartered Accountants retire as Auditors of the company at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a certificate to the effect that their re-appointment, if made, will be in accordance with sub-section (IB) of Section 224 of the Companies Act, 1956.

Directors Responsibility Statement

In pursuant to the provision of section - 217 (2AA) of the companies Act, 1956 your directors confirm as under:

1 That In the preparation of annual accounts, the applicable accounting standards have been followed along with Proper explanation.

2 The Directors had selected such accounting policies and applied them consistently and made judgment and Estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the and of the financial year and of the Profit and Loss of the Company for that period.

3 That the directors have taken proper and sufficient care of the maintenance of adequate accounting records in Accordance with the provision of the companies Act, 1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities.

4 The Directors have prepared the annual accounts on the principle of going concern basis.

Directors:

At the ensuring Annual General Meeting Mr. Vinod Agrawal, Director of the company will retire by rotation and being eligible offers himself for re-appointment.

Convervation of Energy, Technology Absorpation, Foreign Exchange Earnings and Out Goings

Information pursuant to section 217(1) (e) of the companies Act, 1956 read with the companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 relating to the foregoing matters is given hereunder.

a) Conservation of Energy NIL

b) Technology absorption, research & outgoing NIL

c) Foreign Exchange earning & outgoing NIL

Particulars of Employees as Required under Section 217(2A) of the Companies Act, 1956 and the Rules made Thereunder:

The Company had no single employee who is in receipt of gross remuneration of Rupees 24,00,000/- or more during the year or Rs 2,00,000/- or more per month during any part of the said year. Provision of Section 217(2A) of the Companies Act, with the companies (Particulars of Employees) Rules 1957 is Rs NIL.

Compliance Report

The provisions of section 383-A relating to the compliance report by the company secretary not applied to the Company.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report and Auditor's Certificate regarding compliance on conditions of Corporate Governance is attached and forms part of the Annual Report.

Acknowledgement

Your directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Co-operation extended by the Company's Bankers, employees and customers.

Registered Office: For and on dehalf of the Board of Directors, 403, Mauryansh Elanza, Krishna Capital & Securities Limited B/h. Parekh Hospital, Shyamal Cross Road Satellite, Ahmedabad - 380015 Place: Ahmedabad [Managing Director] [DIRECTOR] Date : 31st May 2012

---

Mar 31, 2011

Dear Members,

The directors submit the Annual Report of the company along with the audited accounts for the March 2011.

FINANCIAL RESULT :

(IN LACS)

PARTICULAR 31.03.2011 31.03.2010

TOTAL INCOME 382.37 620.65

NET PROFIT BEFORE TAXATION 4.65 (24.88)

NET PROFIT AFTER TAX (0.86) (24.94)

BALACNE B/F. FROM LAST YEAR (66.03) (41.14)

PROFIT AVAILABLE FOR APPROPRIATION 00.00 00.00

DIVIDEND :

The company is not having divisible profit computed u/s 205 to distribute the dividend..

OPERATION :

The performance of the company was satisfactory during the year from the last year it reduce the Net loss by Rs 4.65 Lac.

PUBLIC DEPOSITS :

The Company has not accepted any deposits from the public during the period under review.

AUDITOR'S :

The Company's Auditors M/s. KPSJ & ASSOCIATES Chartered Accountants retires and are eligible for re-appointment. You are requested to authorise your directors to appoint and fix their remuneration.

DIRECTORS RESPONSIBILITY STATEMENT:

In pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 your directors confirm that:

a. In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation.

b. The Directors had 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.

c. The directors have been taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the company and for detecting fraud and other irregularities.

d. The directors have prepared the annual accounts on the principle of going concern.

DIRECTORS:

At the ensuing annual general meeting Mr. Vinod Agarwal, Director of the company will retire by rotation and being eligible offers himself for re-appointment.

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

In view of the nature of activities which are being carried on by the company, Rule 2A and 2B of the Companies (Disclosure of particulars in the Report of Board of Directors)Rules, 1988, concerning conservation of Energy, Technology absorption, are not applicable to the company. Foreign exchange earning and outgo was Rs. Nil

PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 AND THE RULES MADE THEREUNDER:

The company had no single employee who is in receipt of gross remuneration of Rupees 2400000/- or more during the year or Rs. 200000/- or more per month during any part of the said year. Provision of section 217 (2A) of the companies Act, with the companies (Particulars of Employees) Rules 1957 is Rs. NIL.

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report and Auditor's Certificate regarding compliance on conditions of Corporate Governance is attached and forms part of the Annual Report.

ACKNOWLEDGEMENTS:

The Directors place on record their acknowledgement and sincere appreciation to the Banks, Staff members and members for their appreciation for the continued contribution to the growth and progress of the company.

For and on behalf of the Board of Directors,

Date : 16/06/2011 KRISHNA CAPITAL & SECURITIES LIMITED Place : Ahmedabad [MANAGING DIRECTOR] [DIRECTOR]