Directors Report of Swarna Securities Ltd.

Mar 31, 2025

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 Company’s 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 Company’s 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 re¬
appointment.

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 it’s
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 Non¬
Independent 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 there¬
under 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 equipment’s	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 Auditor''s 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 shareholder’s 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 Board''s 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 Company''s operating framework. Your
Company believes that managing risks helps in maximizing returns. The Company''s
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 Board''s 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 Company''s 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 Company''s 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 company''s website at
https://www.swarnasecurities.com/pdf/policies/Nomination-&-Remuneration-
Policy. pdf.

POLICY ON DIRECTOR''S 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 Director''s
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 Company’s 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. 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	Sri P. Nandadeep Sri V.E.Ch. Vidya Sagar Sri M. Karunakar	2.5 Hours	31st January, 2025.

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 Company’s shares by Company’s 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 Company''s shares and sharing Unpublished Price Sensitive
Information(“UPSI”). The Code covers your Company’s 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 Company’s 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 Company’s 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 Company’s 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 Board’s 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 Company’s 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 Company’s 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 Company''s
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.

For and on behalf of the Board
Swarna Securities Limited

Place: VIJAYAWADA
Date : 07.05.2025

Sd/-

M. Murali Krishna
Chairman & Managing Director
DIN: 01889812

---

Mar 31, 2024

The directors take pleasure in presenting their 34th Annual Report and the Audited Financial Statements of the Company for the year ending 31^st March, 2024.

(Rupees in Lakhs)
FINANCIAL RESULTS:	Current Year	Previous Year
	31-03-2024	31-03-2023
Total Income	127.33	121.10
Less: Expenditure	34.41	31.35
Profit before depreciation	92.92	89.75
Less: Depreciation	05.41	03.08
Profit before tax	87.51	86.68
Less/Add: Provision for Taxation	16.00	15.47
Profit after tax	71.51	71.20
Earning per Equity share of face value of Rs.10/- each
Basic	2.38	2.37
Diluted	2.38	2.37

DIVIDEND:

With an intention to retain the profits, the Board do not recommend any dividend for the year 2023-24.

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, 2024 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, 2024, your Company’s Board had 5 members comprising of 1 Executive Directors who is 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, 2024, your Company has 3 Key Managerial Personnels (“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:

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. She was rotated in the previous AGM held on Friday, the 30thday of June, 2023. Therefore, no other Director of the Company is liable for rotation at this AGM.

Sri Pradeep Kumar Jain, Independent Director and Chairman of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee resigned from the Board w.e.f. 23-01-2024 in view of his age, professional commitments. Therefore, 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 30^th April, 2024.

COMMITTEES OF BOARD:

As required under the Act and the SEBI Listing Regulations, your Company has constituted various Statutory Committees. As on March 31, 2024, 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.

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, 2024, 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.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your directors wish to confirm that:

(i) in the preparation of annual accounts for the year ended 31st March, 2024, 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, 2024 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, 2024 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)	Capital investment on energy conservation equipment’s		The capital investment on energy conservation equipment is insignificant.
(B) T	fechnology 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 improvement, cost reduction, product development or import substitution;		Technology absorption has helped the 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	31.03.2024 (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 Auditor''s Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR & REPORT:

The Board has appointed Sri K. Hemachand, Practicing Company Secretary, to conduct the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed herewith as ''Annexure - I". The report does not contain any qualification, reservation or adverse remark.

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 2023-24.

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 Board''s 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 2023-24. 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.

RISK MANAGEMENT FRAMEWORK:

Risk management is embedded in your Company''s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company''s 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 their 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 Board''s 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 Company''s 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 Company''s 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 company''s website at https://www.swarnasecurities.com/pdf/policies/Nomination-&-Remuneration-Policy.pdf.

POLICY ON DIRECTOR''S 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 Director''s 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 framed a 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 Company’s 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	Prevention of Harassment and abuse.	Sri Pradeep Kumar Sri V.E.Ch. Vidya Sagar Sri M. Karunakar	1 Hour	30th May, 2023.
2	1. Insider Trading Programs 2. Business Ethics and Integrity	Sri Pradeep Kumar Sri V.E.Ch. Vidya Sagar Sri M. Karunakar	2 Hours	04th August, 2023.
3	1. Corporate Governance and Role of Independent Directors Indian and Global scenario - Work Shop. 2. Financial Controls 3. the amendments in the Companies Act, 2013,	Sri P. Nandadeep Sri V.E.Ch. Vidya Sagar Sri M. Karunakar Sri P. Nandadeep	2.5 Hours	31st January, 2024.

	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/Policv-on-Related-Partv-

Transactions.pdf

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct ("Code”) to regulate, monitor and report trading in Company’s shares by Company’s 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 Company''s shares and sharing Unpublished Price Sensitive Information (“UPSI”). The Code covers your Company’s 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 Company’s 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 Company’s 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 2023-24 and a Certificate from the Practicing Company is furnished, which form part of this Annual Report.

A detailed and separate report on Corporate Governance along with the certificates from the Auditors of the Company regarding compliance of Corporate Governance as stipulated under clause 49 of the listing agreement, the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached hereunder to this report.

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 are 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, however no development taken place and meanwhile there are amendments in the SOP fines waiver procedure.

Therefore, the Company had officially filed a waiver application with BSE on 03^rd August, 2023 and following up for waiver 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 2023-24 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 2024 and the date of Board’s 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 2023-24, after all appropriations and adjustments to other Equity.

SHARES AND 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 Company’s 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.

APPRECIATION:

Your directors wish to place on record their sincere appreciation to the Company''s 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.

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Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting their 25th Annual Report and the Audited Financial Statements of the Company for the year ending 31st March, 2015

(Rupees in Lakhs) FINANCIAL RESULTS CURRENT YEAR PREVIOUS YEAR

Total Income 25.98 28.98

Less: Expenditure 13.62 48.95

Profit before depreciation 12.36 -19.97

Less: Depreciation 00.16 00.34

Profit before tax 12.20 -20.31

Less: Provision for Taxation 06.02 05.98

Profit after tax 06.18 -26.29

Less: Reserve Fund 02.44 0.00

03.74 -26.29

Add: Surplus carried forward -65.68 -39.39

Balance Carried to Balance Sheet -61.94 -65.68

DIVIDEND:

Due to constraints of profit, the Board do not recommend any dividend for the year 2014-15.

REVIEW OF OPERATIONS:

The industry of hire purchase and lease finance is in a very bad shape with increased competition and lack of support. Even the segment of mortgage and real estate loans has become non-profitable with difficulty in the collection of the installments. With great difficulty the company could collect the installments which are utilised for reduction of secured liabilities. Concentration has been made in collection of Hire purchase and Loan Installments which are classified as NPA's and there has been satisfactory result on the same. Hence, there has been a very marginal profit during the year under consideration.

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, 2015 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.

FINANCE:

Your Company has redeemed all the outstanding Secured Redeemable Non-Convertible Debentures during the year. The Company has neither renewed any of the matured debentures, nor issued any fresh debentures.

FUTURE PROSPECTS :

There has been a steady fall in the financial income of the Company and with the result, the Company is falling short of the principal business criteria for holding the certificate of registration as specified in the Circular DNBS (PD) C.C.No.81/03.05.002/2006-07 dated 19/10/2006 issued by the Reserve Bank of India. The Board is making every effort to improve the financial income and the financial assets and is hopeful of recovery in the coming year. The Board is further planning to diversify its activities to other sectors. However, a final decision is yet to be taken in the matter which will be put before the members shortly.

DIRECTORS:

Sri K. Sridhar and Sri T.V.S.J. Nehru retire by rotation in the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The consent of the shareholders is also being sought for the re-appointment of Sri M. Murali Krishna as Chairman and Managing Director of the Company who has been re-appointed by the Board of Directors for a period of five years.

The independent directors Sri K Sridhar and T V S J Nehru have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors wish to confirm that:

(i) in the preparation of annual accounts for the year ended 31st March, 2015, 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, 2015 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, 2015 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:

Your Company not being a manufacturing company, there are no particulars to be given in respect of Conservation of Energy and Technology Absorption as required under rule 8(3) of the Companies (Accounts) Rules, 2014.

STATUTORY AUDITORS:

M/s Seshadry & Company, the auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the limits prescribed under the Act and that they are not disqualified.

OBSERVATIONS OF AUDITORS:

The observations made in the audit report are self-explanatory as given in the notes of accounts attached thereto and do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR:

The Board has appointed Sri J.V. Rama Rao, Practising Company Secretary, to conduct the Secretarial Audit for the financial year 2014- 15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith as "Annexure A".

EXPLANATIONS OR COMMENTS BY THE BOARD ON RESERVATIONS / QUALIFICATIONS IN SECRETARIAL AUDIT REPORT:

As the Companies Act, 2013 has been introduced recently; the management has missed some of the provisions of the newly introduced Act inadvertently. The Board of Directors assure to the members, henceforth strict implementation of the Act will be taken care of.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Report in Form MGT-9 is annexed herewith as "Annexure B".

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. The details of which are given in are Corporate Governance 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 Bombay Stock Exchange Ltd., Mumbai and the listing fee has been paid upto financial year 2015-16.

CORPORATE GOVERNANCE:

A detailed report on Corporate Governance along with the certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated under clause 49 of the listing agreement is attached to this report.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiaries.

HUMAN RESOURCES:

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.

FOREIGN EXCHANGE INFLOW & OUTGO:

There has been no foreign exchange inflow or outgo in the current year.

APPRECIATION:

Your Directors wish to place on record their sincere appreciation to the Company's customers, Bankers, Financial Institutions, debenture holders and share holders 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.

Place: VIJAYAWADA Date : 12.06.2015 For and on behalf of the Board

(sd) M. Murali Krishna Chairman & Managing Director

---

Mar 31, 2013

The Directors take pleasure in presenting their 23rd Annual Report and the Audited Financial Statements of the Company for the year ending 31st March, 2013. (Rupees in Lakhs) FINANCIAL RESULTS CURRENT YEAR PREVIOUS YEAR

Total Income 22.32 22.56

Less: Expenditure 15.89 19.49

Profit before depreciation 06.43 03.07

Less: Depreciation 00.45 00.60

Profit before tax 05.98 02.47

Less: Provision for Taxation 02.35 01.91

Profit after tax 03.63 00.56

Less: Reserve Fund 01.20 00.49

02.43 00.07

Add: Surplus carried forward -41.49 -41.56

Balance Carried to Balance Sheet -39.06 -41.49



DIVIDEND .

Due to constraints of profit, the Board do not recommend any dividend for the year 2012-13.

REVIEW OF OPERATIONS :

The industry of hire purchase and lease finance is in a very bad shape with increased competition and lack of support. Even the segment of mortgage and real estate loans has become non-profitable with difficulty in the collection of the installments. With great difficulty the compatw could collect the installments which are utilized for reduction of secured liabilities. Concentration has been made is Collction of hire Purchases and Loan Instalments which are classified as NPAs and there has been satisfactory result on the same. Hence, there has been a very marginal profit during the year under consideration.

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, 2013 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

FINANCE :

Your Company has issued Secured Redeemable Non-Convertible Debentures of Rs.100/- each on private placement basis to the tune of Rs.30.75 lakhs (Series-AF) and Rs.27.90 lakhs (Series-AG). While Series-AD and Series-AE are redeemed in full during the year under review, Series-AG is still open for subscription on private placement basis.

FUTURE PROSPECTS :

With the future Hire Purchase and Lease sector appearing to be grim, the company is contemplating to diversify its activities towards the upcoming sectors of real estate, hospitality and tourism sectors. However, a final decision is yet to be taken in the matter which will be put before the members shortly.

DIRECTORS :

Smt. M.V.N.S. Sushma retires by rotation in the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 19&5, with respect to the Directors'' responsibility statement, your Directors wish to confirm that :

(i) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(ii) Such accounting policies have been selected and applied consistently and judgements 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 the end of the financial year and of the profit or loss of the Company for that period.

(iii) Proper and sufficient care has been taken for 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 preventing and detecting any fraud or other irregularities;

(iv) Accounts for the financial year ended on 31st March, 2013 are prepared on a going-concern basis.

AUDITORS :

M/s.Seshadry & Company, the auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and they have intimated that their re-appointment, if made, would be within the limits prescribed under Section 224(1-B) of the Companies Act, 1956.

OBSERVATIONS OF AUDITORS :

The Observations made in the audit report are self-explanatory as given in the notes of accounts attached thereto.

LISTING:

The shares of the Company were listed in Bombay Stock Exchange LimiteaTMumbai and the listing fee has been paid upto financial year 2012-13.

CORPORATE GOVERNANCE :

A detailed report on Corporate Governance along with the certificate from the auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the listing agreement is attached to this report.

HUMAN RESOURCES :

There are no employees covered by Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

ADDITIONAL INFORMATION:

Your Company not being a Manufacturing Company is advised that Forms A & B of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 requiring the disclosure of particulars regarding conservation of energy and technology absorption, are not applicable.

There has been no foreign exchange inflow or outgo in the current year.

APPRECIATION :

Your Directors wish to place on record their sincere appreciation to the Company''s Customers, Bankers, Financial Institutions, Debenture Holders and Share Holders 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.

For and on behalf of the Board

Place: VIJAYAWADA (sd/-)

Date : 06.06.2013 M. MURALI KRISHNA

Chairman & Managing director

---

Mar 31, 2012

The Directors take pleasure in presenting their 22nd Annual Report and the Audited Financial Statements of the Company for the year ending 31st March, 2012.

(Rupees in Lakhs)

FINANCIAL RESULTS CURRENT YEAR PREVIOUS YEAR

Total Income 22.56 25.12

Less: Expenditure 19.49 19.64 ----- ----- Profit before depreciation 03.07 05.48

Less: Depreciation 00.60 00.70 ----- ----- Profit before tax 02.47 04.78

Less: Provision for Taxation 01.91 00.35 ----- ----- Profit after tax 00.56 04.43

Less: Reserve Fund 00.49 00.96 ----- ----- 00.07 03.47

Add: Surplus carried forward -41.56 -45.03 ----- ----- Balance Carried to Balance Sheet -41.49 -41.56 ----- ----- DIVIDEND :

Due to constraints of profit, the Board do not recommend any dividend for the year 2011-12.

REVIEW OF OPERATIONS :

The industry of hire purchase and lease finance is in a very bad shape with increased competition and lack of support. Even the segment of mortgage and real estate loans has become non-profitable with difficulty in the collection of the installments. With great difficulty the company could collect the installments which are utilised for reduction of secured liabilities. Concentration has been made in collection of Hire purchase and Loan Instalments which are classified as NPA's and there has been satisfactory result on the same. Hence, there has been a very marginal profit during the year under consideration.

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, 2012 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.

FINANCE :

Your Company has issued Secured Redeemable Non-Convertible Debentures of Rs. 100/- each on private placement basis to the tune of Rs. 03.10 Lakhs (Series-AD), Rs. 49.35 Lakhs (Series-AE) and Rs. 14.25 Lakhs (Series-AF). While Series-AB and Series-AC are redeemed in full during the year under review, Series-AF is still open for subscription on private placement basis.

FUTURE PROSPECTS :

With the future Hire Purchase and Lease sector appearing to be grim, the company is contemplating to diversify its activities towards the upcoming sectors of real estate, hospitality and tourism sectors. However, a final decision is yet to be taken in the matter which will be put before the members shortly.

DIRECTORS :

Sri K. Sridhar and Sri T.V.SJ. Nehru retire by rotation in the ensuing Annual General Meeting and being eligible offer themselves for re- appointment. The consent of the shareholders is also being sought for the re-appointment of Sri M. Murali Krishna as Chairman and Managing Director of the Company who has been re-appointment by the Board of Directors for a period of three years.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to the Directors' responsibility statement, your Directors wish to confirm that.

(i) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(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 the end of the financial year and of the profit or loss of the company for that period;

(iii) Proper and sufficient care has been taken for 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 preventing and detecting any fraud or other irregularities;

(iv) Accounts for the financial year ended on 31st March, 2012 are prepared on a going-concern basis.

AUDITORS :

M/s Seshadry & Company, the auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and they have intimated that their re-appointment, if made, would be within the limits prescribed under Section 224(1-B) of the Companies Act, 1956.

OBSERVATIONS OF AUDITORS :

The observations made in the audit report are self-explanatory as given in the notes of accounts attached thereto.

LISTING:

The shares of the Company were listed in Bombay Stock Exchange Ltd., Mumbai and the listing fee has been paid upto financial year 2011-12.

CORPORATE GOVERNANCE:

A detailed report on Corporate Governance along with the certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated under clause 49 of the listing agreement is attached to this report.

HUMAN RESOURCES :

There are no employees covered by Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

ADDITIONAL INFORMATION:

Your Company not being a Manufacturing Company is advised that Forms A & B of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 requiring the disclosure of particulars regarding conservation of energy and technology absorption, are not applicable.

There has been no foreign exchange inflow or outgo in the current year.

APPRECIATION :

Your Directors wish to place on record their sincere appreciation to the Company's customers, Bankers, Financial Institutions, debenture holders and share holders 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.

For and on behalf of the Board

Place: VIJAYAWADA (sd)

Date : 04.06.2012 M. MURALI KRISHNA

Chairman & Managing director

---

Mar 31, 2011

Dear Members,

The Directors take pleasure in presenting their 21st Annual Report and the Audited Financial Statements of the Company for the year ending 31st March, 2011.

(Rupees in Lakhs) FINANCIAL RESULTS CURRENT YEAR PREVIOUS YEAR

Total Income 25.12 23.66

Less: Expenditure 19.64 19.70

Profit before depreciation 05.48 03.96

Less: Depreciation 00.70 00.90

Profit before tax 04.78 03.06

Less: Provision for Taxation 00.35 01.16

Profit after tax 04.43 01.90

Less: Reserve Fund 00.96 00.61

03.47 01.29

Add: Surplus carried forward -45.03 -46.32

Balance Carried to Balance Sheet -41.56 -45.03

DIVIDEND :

Due to constraints of profit, the Board do not recommend any dividend for the year 2010-11.

REVIEW OF OPERATIONS .

The industry of hire purchase and lease finance is in a very bad shape with increased competition and lack of support. Even the segment of mortgage and real estate loans has become non-profitable with difficulty in the collection of the installments. With great difficulty the company could collect the installments which are utilised for reduction of secured liabilities. Concentration has been made in collection of Hire purchase and Loan Instalments which are classified as NPA's and there has been satisfactory result on the same. The provision for NPA's could be reduced by Rs. 3.62 Lskhs. Hence, there has been a very marginal profit during the year under consideration.

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, 2011 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.

FINANCE :

Your Company has issued Secured Redeemable Non-Convertible Debentures of Rs. 100/- each on private placement basis to the tune of Rs. 07.50 Lakhs (Series- AB), Rs. 51.65 Lakhs (Series-AC) and Rs. 43.25 Lakhs (Series-AD). While Series-Z and Series-AA are redeemed in full during the year under review, Series-AD is still open for subscription on private placement basis.

CHANGE IN REGISTERED OFFICE :

For more administrative convenience, the Registered Office of the Company was shifted from 27-21-36, 1st Floor, Kaleswara Rao Road, Governorpet, Vijayawada-2 to II Floor, Swarnalok Complex, Governorpet, Vijayawada - 2 with effect from 24.01.2011

FUTURE PROSPECTS :

With the future Hire Purchase and Lease sector appearing to be grim, the company is contemplating to diversify its activities towards the upcoming sectors of real estate, hospitality and tourism sectors. However, a final decision is yet to be taken in the matter which will be put before the members shortly.

DIRECTORS :

Sri Pradeep Kumar retires by rotation in the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to the Directors' responsibility statement, your Directors wish to confirm that.

(i) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(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 the end of the financial year and of the profit or loss of the company for that period;

(iii) Proper and sufficient care has been taken for 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 preventing and detecting any fraud or other irregularities;

(iv) Accounts for the financial year ended on 31st March, 2011 are prepared on a going-concern basis.

AUDITORS :

M/s Seshadry & Company, the auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and they have intimated that their re-appointment, if made, would be within the limits prescribed under Section 224(1-B) of the Companies Act, 1956.

OBSERVATIONS OF AUDITORS :

The observations made in the audit report are self-explanatory as given in the notes of accounts attached thereto.

LISTING:

The shares of the Company were listed in Bombay Stock Exchange Ltd., Mumbai and the listing fee has been paid upto financial year 2010-11.

CORPORATE GOVERNANCE :

A detailed report on Corporate Governance along with the certificate from the Auditors of the Company regarding compliance of Corporate Governance as stipulated under clause 49 of the listing agreement is attached to this report.

HUMAN RESOURCES :

There are no employees covered by Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

ADDITIONAL INFORMATION:

Your Company not being a Manufacturing Company is advised that Forms A & B of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 requiring the disclosure of particulars regarding conservation of energy and technology absorption, are not applicable.

There has been no foreign exchange inflow or outgo in the current year.

APPRECIATION :

Your Directors wish to place on record their sincere appreciation to the Company's customers, Bankers, Financial Institutions, debenture holders and share holders 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.

For and on behalf of the Board

(sd) M. MURALI KRISHNA Chairman & Managing director

Place: VIJAYAWADA Date : 04.06.2011

---

Mar 31, 2010

The Directors take pleasure in presenting their 20th Annual Report and the audited financial statements of the Company for the year ending 31st March, 2010.

(Rupees in Lakhs)

FINANCIAL RESULTS CURRENT YEAR PREVIOUS YEAR

Total Income 23.66 27.21

Less: Expenditure 19.70 15.40

Profit before depreciation 03.06 11.81

Less: Depreciation 00.90 01.89

Profit before tax 03.06 09.92

Less: Provision for Taxation 01.16 00.22

Profit after tax 01.90 09.70

Less: Reserve Fund 00.61 01.98

01.29 07.72

Add: Surplus carried forward -46.32 -54.04

Balance Carried to Balance Sheet -45.03 -46.32



DIVIDEND :

Due to constraints of profit, the Board do not recommend any dividend for the year 2009-10.

REVIEW OF OPERATIONS :

The industry of hire purchase and lease finance is in a very bad shape with increased competition and lack of support. Even the segment of mortgage and real estate loans has become non-profitable with difficulty in the collection of the installments. With great difficulty the company could collect the installments which are utilized for reduction of secured liabilities. Hence, there has been a very marginal profit during the year under consideration.

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, 2010 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

FINANCE :

Your Company has issued Secured Redeemable Non-Convertible Debentures of Rs.100/- each on private placement basis to the tune of Rs.46.30 lakhs (Series-Z), Rs.50.90 Lakhs (Series-AA) and Rs.40.10 lakhs (Series-AB). While Series-W, Series-X and Series-Y are redeemed in full during the year under review, Series-AB is still open for subscription on private placement basis.

FUTURE PROSPECTS :

With the future of Hire Purchase and Lease sector appearing to be grim, the company is contemplating to diversify its activities towards the upcoming sectors of real estate, hospitality and tourism sectors. However, a final decision is yet to be taken in the matter which will be put before the members shortly.

DIRECTORS :

Smt. M.V.N.S. Sushma retires by rotation in the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to the Directors responsibility statement, your Directors wish to confirm that :

(i) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(ii) Such accounting policies have been selected and applied consistently and judgements 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 the end of the financial year and of the profit or loss of the Company for that period.

(iii) Proper and sufficient care has been taken for 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 preventing and detecting any fraud or other irregularities;

(iv) Accounts for the financial year ended on 31st March, 2010 are prepared on a going-concern basis.

AUDITORS :

M/s.Seshadry & Company, the auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and they have intimated that their re-appointment, if made, would be within the limits prescribed under Section 224(1-B) of the Companies Act, 1956.

OBSERVATIONS OF AUDITORS :

The Observations made in the audit report are self-explanatory as given in the notes of accounts attached thereto.

LISTING:

The shares of the Company were listed in Bombay Stock Exchange Limited, Mumbai and the listing fee has been paid upto financial year 2009-10.

CORPORATE GOVERNANCE :

A detailed report on Corporate Governance along with the certificate from the auditors of the Company regarding compliance of Corporate Governance as stipulated under Clause 49 of the listing agreement is attached to this report.

HUMAN RESOURCES :

There are no employees covered by Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended.

ADDITIONAL INFORMATION:

Your Company not being a Manufacturing Company is advised that Forms A & B of the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 requiring the disclosure of particulars regarding conservation of energy and technology absorption, are not applicable.

There has been no foreign exchange inflow or outgo in the current year.

APPRECIATION :

Your Directors wish to place on record their sincere appreciation to the Companys Customers, Bankers, Financial Institutions, Debenture Holders and share holders 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.

For and on behalf of the Board

Place: VIJAYAWADA (sd)

Date : 01.06.2010 M. MURALI KRISHNA

Chairman & Managing director