Directors Report of Titan Securities Ltd.

Mar 31, 2024

Your Board of Directors is pleased to share with you the Business Performance along with the Audited Financial Statements for the financial year ended 31st March, 2024

1. COMPANY PERFORMANCE:

The Financial Results and Performance of your Company for the year ended on 31^st March, 2024 is summarized below:

(Rs. in Lakhs)

Particulars	Standalone Financial Year Ended		Consolidated Financial Year Ended
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Income from Operations	699.99	341.39	699.99	341.39
Add: Other Income	39.59	4.98	39.59	4.98
Total Income	739.58	346.37	739.58	346.37
Less: Total Expenses	601.32	285.67	601.32	285.67
Profit before Tax and Exceptional Items	138.26	60.70	138.26	60.70
Add: Exceptional Items	-	-	-	-
Profit Before Tax	138.26	60.70	138.26	60.70
Less: Tax Expense/Provisions	30.87	15.37	30.87	15.37
Profit after Tax	107.39	45.33	107.39	45.33
Add: Share in profit of Associate	-	-	899.54	1,326.35
Profit for the period	107.39	45.33	1,006.93	1,371.68
Add: Other Comprehensive Income	48.66	99.27	48.66	99.27
Total Comprehensive Income	156.05	144.60	1,055.59	1470.95
Paid-up Equity share capital	2,501.62	2,501.62	2,501.62	2,501.62
Other Equity	1,205.75	1,049.20	6,420.68	5,364.59
Earnings Per Share (EPS):
Basic	0.43	0.18	4.03	5.48
Diluted	0.43	0.18	4.03	5.48

During the year under review, income from operations was Rs. 699.99 (in Lakhs) as compared to Rs. 341.39 (in Lakhs) during the previous year. Further, the Profit after tax is Rs. 107.39 (in Lakhs) as compared to Rs. 45.33 (in Lakhs) during the previous year.

2. STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

The Standalone and Consolidated Financial Statements of your Company have been prepared in accordance with Indian Accounting Standards ("Ind AS”) as notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended). These financial statements comply in all material aspects with Accounting Standards notified under Section 133 of Companies Act, 2013. Further the Company follows the RBI Master Directions.

3. STATE OF COMPANY AFFAIRS

The Company is engaged in the business of non-banking financial institution, having valid certificate of registration as an Investment Company issued by Reserve Bank of India vide No. B.14-01407 dated 03.01.2003. The Company deals in shares and securities and also loans and advances for various purposes.

4. RESERVES & SURPLUS

A Sum of Rs. 21.48 (in lakhs) was transferred to Statutory Reserves out of the Profits for the Current year. The reserves increased from Rs. 101.94 (in lakhs) to Rs. 123.42 (in lakhs) and Retained Earnings increased from Rs. 380.05 (in lakhs) to 450.09 (in lakhs) during the financial year 2023-24.

5. DIVIDEND

Considering the future needs of the Company for the growth and to strengthen the financial position of the Company, your directors have decided to plough back the profit into the business hence no dividend could be recommended for the year under review.

6. BOARD MEETINGS

There were 9 (nine) Board Meetings held during the Financial Year 2023-24. The particulars of the meetings held and attendance of the Directors in the meetings are detailed in the Corporate Governance Report, which is annexed as an integral part of this Report.

The Notice and Agenda including all material information and minimum information required to be made available to the Board under Regulation 17 read with Schedule II Part-A of the SEBI LODR Regulations were circulated to all Directors, well within prescribed time, before the meeting or placed at the meeting.

7. COMMITTEES OF THE BOARD

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 & Listing Regulations read with rules framed thereunder viz.

a. Audit Committee:

b. Nomination and Remuneration Committee;

c. Stakeholders'' Relationship Committee; and

The Composition of all above Committees, number of Meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board.

8. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements of Schedule IV of the Act, the Independent Directors of the Company met separately on March 21, 2024, inter alia to review the performance of Non-Independent Directors

(including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of information between the Management and the Board.

9. FUTURE OUTLOOK

The Company is planning to invest money in various attractive investment schemes, good businesses for investment for return. The Company has earned profits with its investments in the last year and the company will continue to invest in profitable investment schemes and in securities.

10. SHARE CAPITAL

The company, during the financial year under review did not issued shares and the Paid-up share capital of the company stands at Rs. 25,01,62,000/- (Twenty Five Crores One Lakh and Sixty Two Thousand Only) and authorized share capital of the company stands at Rs. 25,50,00,000/- (Twenty Five Crores and Fifty Lakh Only).

11. DIRECTORS

As on March 31, 2024, the Company''s Board of Directors ("Board”) has an optimum combination of both Executive and Non-Executive Directors with the Chairman being Non-Executive Director. The Board comprises of both Independent and Non-Independent Directors. The composition of the Board is in conformity with the Companies Act, 2013 and Listing Regulations.

12. WOMAN DIRECTOR

Pursuant to section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the company is required to comply with the provisions of Woman Director as the company is a listed public Company. Currently Company have Mrs. Manju Singla, one Woman Director in their Board.

13. CHANGE IN DIRECTORS

CHANGE IN BOARD OF DIRECTORS DURING THE FINANCIAL YEAR 2023-24 :

During the year, Mr. Aashish Dalmia (DIN: 08097120), Non-Executive Independent Director, resigned from the Directorship of the Company with effect from the closing business hours of 25^th July, 2023 due to personal and unavoidable circumstances. The Board places on record its appreciation for the assistance and guidance provided by him during his tenure as an Independent Director of the Company.

At the 31^st Annual General Meeting of the Company held on September 29, 2023, the Members approved the re-appointment of Mr. Ajay Radheshyam Bansal (DIN: 00328552) as the Nonexecutive Independent Director of the Company, not liable to retire by rotation for a second term of 5 consecutive years.

At the 31^st Annual General Meeting of the Company held on September 29, 2023, the Members approved the appointment of Mr. Saurabh Shashwat (DIN: 10074130) as the Non-executive Independent Director of the Company, not liable to retire by rotation for a tenure of five consecutive years effective from 10^th August, 2023.

CHANGE IN BOARD OF DIRECTORS AFTER THE CLOSURE OF FINANCIAL YEAR 2023-24 :

Ms. Shreya Kamal Dhanuka (DIN: 07732163) was appointed as an Additional Independent Director on the Board of the Company w.e.f 24th August, 2024 for a period of 5 years, subject to ratification/ appointment as regular director at the annual general meeting pertaining to financial year ended on 31st March, 2024 and being eligible Board of Directors of the Company seeks approval at ensuing Annual General Meeting of the Members of the Company for her appointment/regularization as an Independent Director, not liable to retire by rotation. A resolution seeking Shareholders'' approval for his regularization along with other required details forms part of the Notice.

14. CHANGE IN KEY MANAGERIAL PERSONNEL

Based on the recommendations of the Nomination & Remuneration Committee and Audit Committee, the Board, on April 27, 2023, appointed Ms. Darshana Santoshi as Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company.

15. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Naresh Kumar Singla (DIN: 00027448), Director, whose office is liable to retire at the ensuing 32^nd AGM of the Company, being eligible, seeks re-appointment. Considering his contribution to the success of the Company and based on the recommendation of the nomination and remuneration committee, the Board has recommended his reappointment. A resolution seeking Shareholders'' approval for his re-appointment along with other required details forms part of the Notice.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors had submitted their disclosures to the Board that they fulfil the requirements as stipulated under sub-section (7) of Section 149 of the Companies Act, 2013 and Regulation 25(8) of Listing Regulations. There had been no change in the circumstances affecting their status as Independent Directors of the Company to qualify themselves to be appointed as Independent Directors under the provisions of the Act and the relevant regulations. The Independent Directors have given the declaration under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 confirming compliance with Rule 6(1) and (2) of the said Rules that their names are registered in the databank as maintained by the Indian Institute of Corporate Affairs ("MCA”).

17. MATERIAL CHANGES AND COMMITMENT

No material changes and commitments have occurred between end of the financial year of the Company to which the financial statements relate and the date of this report which may affect the financial position of the Company.

18. DIRECTORS’ RESPONSIBILITY STATEMENT

In addition to the certificate received under Regulation 17(8) of the Listing Regulations, the Director Responsibility Statement in compliance with the Section 134(5) of Companies Act, 2013, was also placed before the Audit Committee. The Audit Committee reviewed and confirmed the said Certificate and Directors'' Responsibility Statement.

Thereafter the Directors'' Responsibility Statement was placed before the Board of Directors. Accordingly, the Board of Directors hereby state that:

(1) That in preparation of annual accounts for the financial year ended 31st March, 2024 the applicable accounting standards had been followed along with proper explanations relating to material departures;

(2) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(3) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(4) That the directors had prepared the accounts for the financial year ended 31st March, 2024 on a going concern basis.

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

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

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended is appended herewith as ANNEXURE-1

20. INFORMATION OF SUBSIDIARY/ASSOCIATE COMPANIES/JOINT VENTURES

The Company has two Associate Companies viz. M/s. Titan Biotech Limited and M/s. Peptech Biosciences Limited as on March 31, 2024. A statement providing salient features of the financial statements of subsidiary/associate/joint venture companies, as per Section 129(3) of the Companies Act, 2013, in prescribed form AOC-1 is appended as ANNEXURE-2.

21. MANAGERIAL REMUNERATION AND EMPLOYEES

A Statement giving the details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended March 31, 2024, is attached as ANNEXURE-3.

22. AUDITORS

♦♦♦ Statutory Auditors

M/s. AN S K & Associates, Chartered Accountants (Firm Registration No.: 026177N) were appointed as the Statutory Auditors of the Company for a tenure of five years commencing from the conclusion of the 30^th AGM of the Company until the conclusion of the 35^th AGM of the Company to be held in the year 2027, for conducting audit for FY 2022-23 to 2026-27.

The report of the statutory auditors does not contain any qualification, reservation or adverse remark or disclaimer, except as mentioned under the heading ''Report on other legal and regulatory requirements'', under h (vi) in consolidated financial statements.

The company has consolidated its financials with its Associates namely Titan Biotech Ltd. and Peptech Biosciences Limited which were using Microsoft Navision 2013 as ERP software for accounting which was taken from the vendor. The audit trail feature could not be activated due to lack of support from the vendor. Further, the above said old version is in the process of being replaced with Microsoft Navision Business Enterprise which is updated software and contains audit trail features. The new version of the software with all the requisite compliance requirements is implemented by them. The accounting software used in Titan Securities Limited is in compliance with the requisite compliance requirements.

♦♦♦ Secretarial Auditors

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and rules thereunder, as amended from time to time, the Board of Directors at their meeting held on April 15, 2024, based on the recommendation of Audit Committee and Nomination & Remuneration Committee approved the appointment of Mr. Amit Anand (M.No.:13409, C.P. No.: 17101), Practicing Company Secretary as Secretarial Auditor to conduct audit of the secretarial records of the Company for the financial year 2023-24.

As per the recommendation from the Committee on Corporate Governance, constituted under the Chairmanship of Shri UdayKotak, in its report dated October 05, 2017, and pursuant to the SEBI circular vide no. CIR/CFD/CMD/1/27/2019 dated February 8, 2019, the Company has submitted the Annual Secretarial Compliance Report, issued by Mr. Amit Anand, Practicing Company Secretary, filed with the BSE Ltd., appended herewith as ANNEXURE-4.

The Secretarial Audit Report of the Company for the financial year under review is appended as ANNEXURE-5 to this Report.

♦♦♦ Internal Auditors

Pursuant to the requirements of Section 138 of the Companies Act, 2013 and Rule 13 of Companies (Accounts) Rules, 2014, based on the recommendation of Audit Committee and Nomination & Remuneration Committee, the Board of Directors of the Company had at their meeting held on May 10, 2023 re-appointed M/s. PGM & Associates, Chartered Accountants (Firm Registration No.: 017333N), as the Internal Auditors of the Company for the 2 consecutive financial years from 2023-24 to 2024-25.

23. SECRETARIAL AUDITOR REPORT

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by Mr. Amit Anand, Practicing Company Secretary (M.No.:13409, C.P. No.: 17101) in Form MR-3 for the F.Y. 2023-24 is annexed hereto marked as "Annexure - 5” and forms part of this Report. The said Secretarial Audit Report contains qualifications on fines/ penalties as below. Also, are the Management responses.

Sr. No. Observation/Remarks of the PCS

Management Response

1. According to SEBI circular no. SEBI/ HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 the BSE Ltd. imposed fine amounting of Rs. 4,720/- upon the listed entity though an e-mail dated February 14, 2024 for the delayed submission of Investor Complaint under Regulation 13(3) of SEBI (LODR) Regulations 2015 for the Quarter ended December 31, 2023 with the BSE. The company has duly paid the imposed fine/penalty within the stipulated time period as directed by the exchange.

The Board Members took the cognizance of the fine levied by the Exchange and stated that more care should be taken while undertaking compliances. The Board further advised the management to ensure timely compliance going forward.

24. LISTING OF SHARES

The Company''s equity shares are listed on the BSE Limited (BSE), Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai, Maharashtra -400 001.

The Company''s securities have not been suspended from trading.

Annual Listing fee has been paid to BSE Limited.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013

Particulars of Loans, guarantees and investments covered under Section 186 of the Act form part of the notes to the financial statements provided in this Annual Report.

26. WEBLINK OF ANNUAL RETURN

The draft Annual Return (e-form MGT-7) for the financial year ended 31^st March, 2024 is placed on the website of the Company i.e. https://titansecuritieslimited.com/annual-return/ which is in compliance with the Companies (Amendment) Act, 2017 effective from 28^th August, 2020. The e-form MGT-7 shall be filed with the MCA upon the completion of the 32^nd Annual General Meeting of the Company as required under Section 92 of the Companies Act, 2013 and the rules made thereunder and a copy of the same shall be available on the website of the Company.

27. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year ended 31st March, 2024 were on an arm''s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required. However, the disclosure of transactions with related party for the year, as per Accounting Standard -18 Related Party Disclosures is given in Notes to the Balance Sheet as on 31st March, 2024.

28. RISK MANAGEMENT

Risk is an integral part of any business and therefore Risk Management is an important function that the business management has to perform to ensure sustainable business growth. The risk management includes identifying types of risks and its assessment risk handling and monitoring and reporting. At present the company has not identified any element of risk which may threaten the existence of the company.

The Board of the Company has framed the Risk Management Policy. The details of the policy are as updated on website of the company www.titansecuritieslimited.com.

The Company does not fall under the ambit of top 1000 listed entities determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable.

29. CORPORATE SOCIAL RESPONSIBILITY

The provisions related to Corporate Social Responsibility are not applicable to the Company.

30. POLICIES ADOPTED BY COMPANY

The Policies adopted by Company are placed on the website of Company at www.titansecuritieslimited.com in investor''s sub-link.

31. VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Companies Act, 2013 and Regulation 22 of Listing Regulations, to report concerns about unethical behavior and the same is placed on the website of Company at www.titansecuritieslimited.com in investor''s sub-link.

32. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually, including Independent Directors, Chairman of the Board.

Responses of the Directors were sought by way of a structured questionnaire covering various aspects of the Board''s and Committee''s functioning such as adequacy, effectiveness, diversity etc. of the Board and on the structure, composition of Committees, attendance, participation, fulfillment of the functions etc. The evaluation was carried out based on the feedback received.

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

At the board meeting that followed the meeting of the independent directors and at the meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed.

33. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND OTHER DETAILS

Policy on Directors Appointment or Reappointment, Remuneration and other details provided in Section 178(3) of Companies Act, 2013 has been disclosed on the website of the company at www.titansecuritieslimited.com.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the Company, the disclosures concerning conservation of energy and technology absorption respectively as specified under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are not applicable to the Company.

During the period under review, there were no foreign exchange earnings or outgo.

35. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of Titan Securities Limited for director appointment and remuneration is uploaded on the website www.titansecuritieslimited.com.

36. SECRETARIAL STANDARDS

The Company has complied with all applicable secretarial standards issued by the Institute of Company Secretaries of India and approved by the Government of India under Section 118(10) of the Companies Act, 2013.

37. DETAILS OF FAMILIARISATION PROGRAMME TO INDEPENDENT DIRECTORS

During the year, the Board members were regularly appraised with the overview of company and its operations by Senior Management Team. Further, the functional heads made presentation to the Board of Directors. The Board was also appraised of all regulatory & policy changes.

38. CORPORATE GOVERNANCE

The Company has a rich legacy of ethical governance practices and committed to implement sound corporate governance practices with a view to bring about transparency in its operations and maximize shareholder value. A Report on Corporate Governance along with a Certificate from the Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

39. MAINTENANCE OF COST RECORDS AND COST AUDIT

The Company being a Non-Banking Financial Company, provisions relating to maintenance of Cost Records and requirement of Cost Audit as specified under Section 148 of the Companies Act, 2013 is not applicable to the Company.

40. RESERVE BANK OF INDIA GUIDELINES

As per RBI''s ''Scale Based Regulations'' (SBR) the Company being a Non Deposit Taking Non Systematically Important Non Banking Financial Company (NBFC-ND-NSI) is classified as NBFC -Base Layer (BL). The Company has complied with and continues to comply with all the requirements prescribed by the Reserve Bank of India, from time to time, as applicable to it.

41. GREEN INITIATIVES

As a responsible corporate citizen, the Company supports the ''Green Initiative'' undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Shareholders at their e-mail address previously registered with the DPs and RTAs.

To support the ''Green Initiative'', Members who have not registered their e-mail addresses are requested to register the same with the Company''s Registrar and Share Transfer Agent/

Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Pursuant to the MCA Circulars and SEBI Circulars, copies of the Notice of the 32nd AGM and the Annual Report of the Company for the financial year ended 31^st March, 2024 including therein the Audited Financial Statements for the year 2023-2024, are being sent only by e-mail to the Members.

42. GENERAL

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:

a) details relating to deposits covered under Chapter V of the Act;

b) issue of equity shares with differential rights as to Dividend, voting or otherwise;

c) issue of shares (including sweat equity shares) to employees of the Company under any scheme.

d) raising of funds through preferential allotment or qualified institutions placement;

e) Buyback of shares;

f) significant or material order passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future;

g) pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016;

h) instance of one-time settlement with any bank or financial institution;

i) fraud reported by Statutory Auditors; and

j) change of nature of business.

Your Director further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

43. ACKNOWLEDGEMENT

Your Director would like to express their grateful appreciation for the assistance and continued co-operation extended by the Bankers, Government Agencies, Shareholders, customers, and wish to place on record their deep sense of commitment shown by the employees at all levels and acknowledge their contribution for the smooth operation of the Company during the year under report.

For Titan Securities Limited

Manju Singla Naresh Kumar Singla

(Managing Director) (Director)

Date : 03/09/2024 DIN: 00027790 DIN: 00027448

Place : Delhi

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Mar 31, 2023

Your Directors have pleasure in presenting their 31^st Annual Report and Audited Accounts of the Company for the year ended 31^st March, 2023.

1. COMPANY PERFORMANCE:

The Financial Results and Performance of your Companyfor the year ended on 31^st March, 2023 is summarized below:

Particulars	Standalone Financial Year Ended		Consolidated Financial Year Ended
March 31, 2023		March 31, 2022	March 31, 2023	March 31, 2022
Income from Operations	341.38	705.68	341.38	705.68
Add: Other Income	4.98	5.93	4.98	5.93
Total Income	346.36	711.61	346.36	711.61
Less: Total Expenses	285.66	483.03	285.66	483.03
Profit before Tax and Exceptional Items	60.70	228.58	60.70	228.58
Add: Exceptional Items	-	-	-	-
Profit Before Tax	60.70	228.58	60.70	228.58
Less: Tax Expense/Provisions	15.37	57.64	15.37	57.64
Profit after Tax	45.33	170.94	45.33	170.94
Add: Share in profit of Associate		-	1326.35	1427.40
Profit for the period	45.33	170.94	1371.68	1598.34
Add: Other Comprehensive Income	99.25	371.08	99.25	371.08
Total Comprehensive Income	144.58	542.02	1470.93	1969.43
Paid-up Equity share capital	2501.62	2501.62	2501.62	2501.62
Other Equity	1049.19	904.35	5364.57	3893.38
Earning Per Share (EPS):
Basic	0.18	0.68	5.48	6.39
Diluted	0.18	0.68	5.48	6.39

Note: Previous year''s figures have been regrouped/ reclassified wherever necessary to correspond with the current year''s classification / disclosure.

During the year under review, income from operations was Rs. 341.38 (in Lakhs) as compared to Rs. 705.68 (in Lakhs) during the previous year. Further, the Profit after tax is Rs. 45.33 (in Lakhs) as compared to Rs. 170.94 (in Lakhs) during the previous year.

2. STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

The Standalone and Consolidated Financial statements of your Company have been prepared in accordance with Indian Accounting Standards (“Ind IAS”) as notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended. These financial statements comply in all material respects with Accounting Standards notified under Section 133 of Companies Act, 2013. Further, the Company follows the RBI Master Directions.

3. STATE OF COMPANY AFFAIRS

The Company is engaged in the business of non-banking financial institution, having valid certificate of registration as an Investment Company issued by Reserve Bank of India vide No. B.14-01407 dated 03.01.2003. The Company deals in shares and securities and also loans and advances for various purposes.

4. RESERVES & SURPLUS

A Sum of Rs. 9.07 (in lakhs) was transferred to Statutory Reserves out of the Profits for the Current year. The reserves increased from Rs. 92.88 (in lakhs) to Rs. 101.95 (in lakhs) and Retained Earnings increased from Rs. 372.94 (in lakhs) to 376.05 (in lakhs) during the financial year 2022-23.

5. DIVIDEND

Considering the future needs of the Company for the growth and to strengthen the financial position of the Company, the Board does not recommend any dividend.

6. BOARD MEETINGS

There were 9 (nine) Board meetings held during the Financial Year 2022-23. The particulars of the meetings held and attendance of the Directors in the meetings are detailed in the Corporate Governance Report, which is annexed as an integral part of this Report.

The Notice and Agenda including all material information and minimum information required to be made available to the Board under Regulation 17 read with Schedule II Part-A of the SEBI LODR Regulations were circulated to all Directors, well within the prescribed time, before the Meeting or placed at the Meeting.

7. COMMITTEES OF THE BOARD

The Company has duly constituted the following mandatory Committees in terms of the provisions of the Companies Act, 2013 & Listing Regulations read with rules framed thereunder viz.

a. Audit Committee(AC)

b. Nomination and Remuneration Committee (NRC)

c. Stakeholders’ Relationship Committee (SRC)

The Composition of all above Committees, number of Meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board.

8. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements of Schedule IV of the Act, the Independent Directors of the Company met separately on March 25, 2023, inter alia to review the performance of Non-Independent Directors (including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of information between the Management and the Board.

9. FUTURE OUTLOOK

The Company is planning to invest money in various attractive investment schemes, good businesses for investment for return. The Company has earned profits with its investments in the last year and the company will continue to invest in profitable investment schemes and in securities.

10. SHARE CAPITAL

The company, during the financial year under review did not issued shares and the Paid-up share capital of the company stands at Rs. 25,01,62,000/- (Twenty Five Crores One Lakh and Sixty Two Thousand Only) and authorized share capital of the company stands at Rs. 25,50,00,000/-(Twenty Five Crores and Fifty Lakh Only).

11. DIRECTORS

As on March 31, 2023, the Company’s Board of Directors (“Board”) has an optimum combination of both Executive and Non-Executive Directors with the Chairman being Non-Executive Director. The Board comprises of both Independent and Non-Independent Directors. The composition of the Board is in conformity with the Companies Act, 2013 and Listing Regulations.

12. WOMAN DIRECTOR

Pursuant to section 149 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the company is required to comply with the provisions of Woman Director as the company is a listed public Company. Currently Company have Mrs. Manju Singla, one Woman Director in their Board.

13. CHANGE IN DIRECTORS

During the year under review, there was no change in the composition of Board of Directors of the Company.

However, after the closure of financial year, Mr. Aashish Dalmia Non-executive Independent Director of the Company, resigned from the Board with effect from close of business hours July 25, 2023 due to personal and unavoidable circumstances.

Further, the Nomination and Remuneration Committee (NRC) and Board of Directors, after taking into account the performance evaluation of Mr. Ajay Radheshyam Bansal during his first term of 5 (five) years and considering his knowledge, acumen, expertise, experience and substantial contribution and time commitment, has recommended to the members his reappointment as an independent director, not liable to retire by rotation, for a second term of 5 consecutive years. Accordingly, special resolution has been included in the notice of AGM for your approval.

14. CHANGE IN KEY MANAGERIAL PERSONNEL

Based on the recommendations of the Nomination & Remuneration Committee and Audit

Committee, the Board, on May 3, 2022, appointed Mr. Rajeev Kumar Pareek as Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company.

Mr. Rajeev Kumar Pareek has resigned as Chief Financial Officer (CFO) and left the services of the Company on November 8, 2022.

Based on the recommendations of the Nomination & Remuneration Committee and Audit Committee, the Board, on April 27, 2023, appointed Ms. Darshana Santoshi as Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company.

15. RETIREMENT BY ROTATION

As per the provisions of the Companies Act, 2013, Mr. Suresh Chand Singla (DIN: 00027706), Director, whose office is liable to retire at the ensuing AGM, being eligible, seeks re-appointment. Based on performance evaluation and the recommendation of the nomination and remuneration committee, the Board recommends his reappointment. The notice convening the 31^st AGM sets out the details.

16. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. MATERIAL CHANGES AND COMMITMENT

No material changes and commitments have occurred between end of the financial year of the Company to which the financial statements relate and the date of this report which may affect the financial position of the Company.

18. DIRECTORS'' RESPONSIBILITY STATEMENT

In addition to the certificate received under Regulation 17(8) of the Listing Regulations, the Director Responsibility Statement in compliance with the Section 134(5) of Companies Act, 2013, was also placed before the Audit Committee. The Audit Committee reviewed and confirmed the said Certificate and Directors'' Responsibility Statement.

Thereafter the Directors’ Responsibility Statement was placed before the Board of Directors. Accordingly, the Board of Directors hereby state that:

(1) That in preparation of annual accounts for the financial year ended 31^st March, 2023 the applicable accounting standards had been followed along with proper explanations relating to material departures;

(2) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(3) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

(4) That the directors had prepared the accounts for the financial year ended 31^st March, 2023 on a going concern basis.

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

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

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34(2)(e)read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended is appended herewith as ANNEXURE-1

20. INFORMATION OF SUBSIDIARY/ASSOCIATE COMPANIES/JOINT VENTURES

The Company has two Associate Companies viz. M/s. Titan Biotech Limited and M/s. Peptech Biosciences Limited as on March 31, 2023. A statement providing salient features of the financial statements of subsidiary/associate/joint venture companies, as per Section 129(3) of the Companies Act, 2013, in prescribed form AOC-1 is appended as ANNEXURE-2.

21. MANAGERIAL REMUNERATION AND EMPLOYEES

A Statement giving the details required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended March 31, 2023, is attached as ANNEXURE-3.

22. AUDITORS

♦ Statutory Auditors

At the 30^th (thirtieth) AGM held on September 30, 2022 the Members approved appointment of M/s. A N S K & Associates, Chartered Accountants (Firm Registration No.: 026177N) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 35^th (Thirty Fifth) AGM to be held in the year 2027, for conducting the audit for FY 2022-23 to 2026-27.

♦ Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 the Board of Directors at their meeting held on April 17, 2023, based on the recommendation of Audit Committee approved the appointment of Mr. Amit Anand (M. No: 13409, C.P No: 17101), Practicing Company Secretary as Secretarial Auditors to conduct audit of the secretarial records of the Company for the F.Y. 2022-23.

As per the recommendation from the Committee on Corporate Governance, constituted under the Chairmanship of Shri UdayKotak, in its report dated October 05, 2017, and pursuant to the SEBI circular vide no. CIR/CFD/CMD/1/27/2019 dated February 8, 2019, the Company has submitted the Annual Secretarial Compliance Report, issued by Mr. Amit Anand, Practicing Company Secretary with the stock exchanges where shares of the Company are listed, appended herewith as ANNEXURE-4.

The Secretarial Audit Report of the Company for the financial year under review is appended as ANNEXURE-5 to this Report.

♦ Internal Auditors

Pursuant to the requirements of Section 138 of the Companies Act, 2013 and Rule 13 of Companies (Accounts) Rules, 2014, the Board of Directors of the Company had at their meeting held on June 16, 2021 appointed M/s.PGM & Associates, Chartered Accountants (Firm Registration No.: 017333N), as the Internal Auditors of the Company for the 2 consecutive financial years from 2021-22 to 2022-23.

The Board of Directors at their meeting held on May 10, 2023 has re-appointed M/s. PGM & Associates as the Internal Auditors of your Company for the 2 consecutive Financial Years from 2023-2024 to 2024-2025.

23. AUDITORS'' REMARK

The observation made by the Statutory Auditors with reference to notes on the accounts for the year under report are self-explanatory, the report of the Secretarial Auditors is also selfexplanatory and need no further comments from the Directors.

24. LISTING OF SHARES

♦ The Company''s equity shares are listed on the BSE Limited (BSE),Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai, Maharashtra -400 001.

♦ The Company''s securities have not been suspended from trading.

♦ Annual Listing fee has been paid to BSE Limited.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013

Particulars of Loans, guarantees and investments covered under Section 186 of the Act form part of the notes to the financial statements provided in this Annual Report.

26. WEBLINK OF ANNUAL RETURN

The draft Annual Return (e-form MGT-7) for the financial year ended 31st March, 2023 is placed on the website of the Company i.e., https://titansecuritieslimited.com/annual-return/ which is in compliance with the Companies (Amendment) Act, 2017, effective from 28th August, 2020. The e-form MGT-7 shall be filed with the MCA upon the completion of the 31st Annual General Meeting of the Company as required under Section 92 of the Companies Act, 2013 and the Rules made thereunder and a copy of the same shall be available on the website of the Company..

27. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year ended 31^st March, 2023were on an arm''s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required. However, the disclosure of transactions with related party for the year, as per Accounting Standard -18 Related Party Disclosures is given in Notes to the Balance Sheet as on 31^st March, 2023.

28. RISK MANAGEMENT

Risk is an integral part of any business and therefore Risk Management is an important function that the business management has to perform to ensure sustainable business growth. The risk management includes identifying types of risks and its assessment risk handling and monitoring and reporting. At present the company has not identified any element of risk which may threaten the existence of the company.

The Board of the Company has framed the Risk Management Policy. The details of the policy are as updated on website of the company www.titansecuritieslimited.com.

The Company does not fall under the ambit of top 1000 listed entities determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable.

29. CORPORATE SOCIAL RESPONSIBILITY

The provisions related to Corporate Social Responsibility are not applicable to the Company.

30. POLICIES ADOPTED BY COMPANY

The Policies adopted by Company are placed on the website of Company at www. titansecuritieslimited.com in investor’s sub-link.

31. VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Companies Act, 2013 and Regulation 22 of Listing Regulations, to report concerns about unethical behavior and the same is placed on the website of Company at www.titansecuritieslimited.com in investor’s sub-link.

32. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually, including Independent Directors, Chairman of the Board.

Responses of the Directors were sought by way of a structured questionnaire covering various aspects of the Board''s and Committee’s functioning such as adequacy, effectiveness, diversity etc. of the Board and on the structure, composition of Committees, attendance, participation, fulfillment of the functions etc. The evaluation was carried out based on the feedback received.

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

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed.

33. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND OTHER DETAILS

Policy on Directors Appointment or Reappointment, Remuneration and other details provided in

Section 178(3) of Companies Act, 2013 has been disclosed on the website of the company at www. titansecuritieslimited.com.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

In view of the nature of activities which are being carried on by the Company, the disclosures concerning conservation of energy and technology absorption respectively as specified under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are not applicable to the Company.

During the period under review, there were no foreign exchange earnings or outgo.

35. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of Titan Securities Limited for director appointment and remuneration is uploaded on the website www.titansecuritieslimited.com.

36. SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

37. DETAILS OF FAMILARISATION PROGRAMME TO INDEPENDENT DIRECTORS

During the year, the Board members were regularly appraised with the overview of company and its operations by Senior Management Team. Further, the functional heads made presentation to the Board of Directors. The Board was also appraised of all regulatory & policy changes.

38. CORPORATE GOVERNANCE

The Company has a rich legacy of ethical governance practices and committed to implement sound corporate governance practices with a view to bring about transparency in its operations and maximize shareholder value. A Report on Corporate Governance along with a Certificate from the Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

39. MAINTENANCE OF COST RECORDS

The Company being a Non-Banking Financial Company, provisions relating to maintenance of Cost Records as specified under Section 148 of the Companies Act, 2013 is not applicable to the Company.

40. RESERVE BANK OF INDIA GUIDELINES

In October 2021, the Reserve Bank of India (RBI) had prescribed a Scale Based Regulation (SBR), a revised regulatory framework for NBFC’s which is applicable to your Company being a Non Deposit Taking Non Systemically Important Non-Banking Financial Company (NBFC-ND-NSI) falling under base layer. These guidelines are effective from 1 October, 2022. The Company has complied with and continues to comply with all the requirements prescribed by the Reserve Bank of India, from time to time, as applicable to it.

41. GREEN INITIATIVES

As a responsible corporate citizen, the Company supports the ‘Green Initiative'' undertaken by

the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report etc. to Shareholders at their e-mail address previously registered with the DPs and RTAs.

To support the ''Green Initiative'', Members who have not registered their e-mail addresses are requested to register the same with the Company’s Registrar and Share Transfer Agent/ Depositories for receiving all communications, including Annual Report, Notices, Circulars, etc., from the Company electronically.

Pursuant to the MCA Circulars and SEBI Circulars, copies of the Notice of the 31^st AGM and the Annual Report of the Company for the financial year ended 31^st March 2023 including therein the Audited Financial Statements for the year 2022-2023, are being sent only by e-mail to the Members.

42. GENERAL

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to:

a) details relating to deposits covered under Chapter V of the Act;

b) issue of equity shares with differential rights as to Dividend, voting or otherwise;

c) issue of shares (including sweat equity shares) to employees of the Company under any scheme;

d) raising of funds through preferential allotment or qualified institutions placement;

e) Buyback of shares;

f) significant or material order passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future;

g) pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016;

h) instance of one-time settlement with any bank or financial institution;

i) fraud reported by Statutory Auditors; and

j) change of nature of business.

Your Director further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

44. ACKNOWLEDGEMENT

Your Director would like to express their grateful appreciation for the assistance and continued co-operation extended by the Bankers, Government Agencies, Shareholders, customers, and wish to place on record their deep sense of commitment shown by the employees at all levels and acknowledge their contribution for the smooth operation of the Company during the year under report.

For Titan Securities Limited

Manju Singla Naresh Kumar Singla

(Managing Director) (Director)

Date: 01/09/2023 DIN: 00027790 DIN: 00027448

Place: Delhi

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the 22nd Annual Report of your Company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS: (Amt.in Lacs ofRs) CURRENT YEAR PREVIOUS YEAR 2013-2014 2012-2013

Income from Operations 102.42 20.15

Other Income 103.20 84.55

Total Income 205.62 104.70

Total Expenses 180.97 89.92

Exceptional Items - 7.10

Profit/Loss before tax 24.65 7.68

Tax Expenses/Provisions 4.22 2.90

Profit after Tax 20.43 4.78

Balance carried to Balance Sheet 20.43 4.78

PERFORMANCE AND REVIEW

During the Year under review the company had performed good in its business, which has resulted Gross Income of Rs. 205.62 Lacs as compared to turnover for previous year of Rs. 104.70 Lacs.

FUTURE PLANS

The Capital Market Continues to be volatile during the last Financial Year but company will try to generate more income in the next year.

FIXED DEPOSIT

During the period of under review, the company has not accepted any fixed deposit during the year.

DIVIDEND

Your Directors have not recommended any dividend for the year ended 31st March, 2014.

DIRECTORS

In accordance with the relevant provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Kailash Chand Gupta shall retire in this Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Naresh Kumar Singla shall retire in this Annual General Meeting and being eligible offers himself for reappointment.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with Respect to Director''s Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

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

AUDIT COMMITTEE

I. The Audit Committee held its meeting during the previous financial year on 29.05.2013, 30.07.2013, 29.10.2013 and 29.01.2014.

II. At the invitation of the Company, representative from various division of the company, internal auditors, statutory auditors and company secretary who acting as secretary to the Audit Committee also attended the Audit Committee meeting to answer and clarify queries raised at the Committee meetings.

III. The role and terms of reference of the Audit Committee covers the matters specified for Audit Committees under clause 49 of Listing Agreement.

AUDITORS

M/s Deepika Setia & Co., Chartered Accountants shall retire at the ensuring Annual General Meeting & being eligible offer themselves for reappointment. The Board recommends their re- appointment as auditors of your company for the period from the conclusion of this Annual General Meeting to the Conclusion of next Annual General Meeting on such remuneration as may be decided by the Board.

AUDITORS'' REMARKS

The observations made by the Auditors with reference to notes on the accounts for the year under report are self explanatory and need no further comments from the Directors.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research & development and technology absorption are not applicable.

PARTICULARS OF EMPLOYEES REFFERED U/S 217 (2A) OF THE COMPANIES ACT, 1956 AND RULES MADE THEREUNDER

Particulars under Section 217 (2A) of Companies Act, 1956 read with rules made thereunder, are NIL as there are no Employee drawing remuneration of more than Rs. 5,00,000/- or more per month and/or Rs. 60,00,000/- or more per annum.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There are no Foreign Exchange Earning or outgo during the year under review.

LISTING OF SHARES

(a) The company''s securities have not been suspended from trading.

(b) The securities of the company are listed at the Bombay Stock Exchange Limited and will continue to be listed there. Annual Listing Fee has been paid to the Bombay Stock Exchange Limited.

The name and address of stock exchange where shares of company will continue to be listed is as under:

Bombay Stock Exchange Limited Phiroze Jeejeebhoy Tower,

Dalal Street, Mumbai.

REPORT ON CORPORATE GOVERNANCE

The detailed Report on Corporate Governance and the certificate from M/s Deepika Setia & Co., Chartered Accountants regarding compliance with the conditions of Corporate Governance forms part of this report.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and continued co-operation extended by the Bankers, Government Agencies, Shareholders, Customers and wish to place on record their deep sense fo Commitment shown by the employees at all levels and acknowledge their contribution for the smooth operation of the company during the year under report.

For and on behalf of the Board of Directors

Manju Singla Naresh Kumar Singla Date: 25.08.2014 Managing Director Director Place: Delhi DIN: 00027790 DIN: 00027448

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Mar 31, 2012

The Members,

The Directors have pleasure in presenting their 20th Annual Report and Audited Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS: (Rs. In Lacs.)

(Rs. In Lacs.)

CURRENT YEAR PREVIOUS YEAR 2011-2012 2010-11

Income from Operations 228.86 443.30

Other Income 113.58 71.35

Total Income 342.44 514.65

Total Expenses 319.11 485.28

Exceptional Items 0.00 31.60

Profit before Tax 23.33 60.97

Tax Expense/Provisions 9.76 1.64

Profit after Tax 13.57 59.33

Balance Carried to Balance Sheet 13.57 59.33

PERFORMANCE AND REVIEW

During the year under review the company could not do much business which has resulted in a Gross Income of Rs 342.44 Lacs during the current year as against Gross income of Rs. 514.65 Lacs during previous year.

FUTURE PLANS

The Capital Market continues to be volatile during the last financial year.

FIXED DEPOSIT

During the period under review, the company has not accepted any fixed deposits.

DIRECTORS

Mr. Rakesh Kumar Gupta shall retire in this Annual General Meeting and being eligible offers himself for re-appointment.

Mr. Naresh Kumar Singla shall retire in this Annual General Meeting and being eligible offers himself for reappointment.

Mrs. Manju Singla, Managing Director is also proposed to be reappointed as Managing Director for a period of 5 years from 1 st October, 2012 on the remuneration as given in the resolution proposed.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, it is hereby confirmed:

(1) that in the preparation ofthe annual accounts for the financial year ended 31st March 2012 the applicable accounting standards had been followed along with proper explanations relating to material departures;

(2) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 ofthe profit or loss ofthe company for the year under review;

(3) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets ofthe Company and preventing and detecting fraud and other irregularities;

(4) That the directors had prepared the accounts for the financial year ended 31st March. 2012 on a going concern basis.

AUDIT COMMITTEE

I The Audit Committee held its meeting during the previous financial year on 30th April 2011. 30th July 2011, 3rd September 2011, 31st October, 2011 and 30th January. 2012.

II At the invitation of the Company, representatives from various divisions of the company, internal auditors, statutory auditors and company secretary who is acting as secretary to the Audit Committee also attended the Audit Committee meeting to answer and clarify queries raised at the Committee meetings.

III. The role and terms of reference of the Audit Committee covers the matters specified for Audit Committees under clause 49 of Listing Agreement as well as in Sec. 292A of the Companies Act, 1956.

AUDITORS

M/s Deepika Setia & Co., Chartered Accountants shall retire at the ensuring Annual General Meeting & being eligible offer themselves for reappointment. They have also furnished a certificate of eligibility for re-appointment u/s 224(1) of the Companies Act, 1956. The Board recommends their re-appointment as auditors of your company for the period from the conclusion of this Annual General Meeting to the conclusion of next Annual General Meeting on such remuneration as may be decided by the Board.

AUDITORS'' REMARK

The observation made by the Auditors with reference to notes on the accounts for the year under report are self explanatory and need no further comments from the Directors.

PARTICULARS REFERED U/S 217(1) (e) OF THE COMPANIES ACT, 1956

Not Applicable

PARTICULARS REFERED U/S 217 (2A) OF THE COMPANIES ACT, 1956

Particulars are NIL as there are no employees drawing remuneration of more than Rs. 5,00,000/-or more per month and/or Rs.60, 00,000/-or more per annum.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There is no foreign exchange earning or outgo during the year under review.

INFORMATION AS PER CLAUSE43 OFTHE LISTING AGREEMENT

a) The company securities have not been suspended from trading.

b) The securities of the company are listed at the Bombay Stock Exchange Limited and will continue to be listed there. Annual Listing Fee has been paid to the Bombay Stock Exchange Limited.

The name and address of stock exchange where shares of company will continue to be listed is as under:

Bombay Stock Exchange Limited Phiroze Jeejeebhoy Tower Dalai Street, Mumbai

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and continued co-operation extended by the Banker. Government Agencies, Shareholders, customers and wish to place on record their deep sense of commitment shown by the employees at all levels and acknowledge their contribution for the success of the operation for the company.

For and on the behalf of the Board of Directors

Manju Singla Naresh Kumar Singla

Managing Director Director

Place: New Delhi

Date: 31.05.2012

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Mar 31, 2010

The Directors have pleasure in presenting their 18th Annual Report and Audited Accounts of the Company for the year ended 31st March 2010

FINANCIAL RESULTS:

(Rs. In Lacs.)

CURRENT YEAR PREVIOUS YEAR 2009-2010 2008-2009

Gross Income 767.79 192.43

Total Expenditure 762.90 187.44

Interest charges 0.00 0.00

Gross Profit/Loss 7.28 4.98

Depreciation 2.39 1.89

Profit/Loss before tax 4.89 3.09

Provision for Taxation 0.78 0.63

Provision for deferred Tax Assets (+) 0.83 0.43

Income Tax of earlier years 0.00 0.37

Balance Carried to Balance Sheet 3.27 1.66

PERFORMANCE AND REVIEW

The company had earned profit before tax of Rs 489204.67 during the current year as compared to Net Profit before tax of Rs.309535.32 during the previous year. The company managed to arrive at Gross Income of Rs. 7,67,79,460.49 as compared to Gross Income of only Rs. 1,92,42,966.88 during previous year.

FUTURE PLANS

The Company is making all out efforts to recover its past losses and improve its position

in the domestic market and establish its position in the Indian Capital Market. The prospects

of the company are bright and company expect to improve its performance in the time to come.

FIXED DEPOSIT

During the period of under review, the company has not accepted the deposits.

DIRECTORS

Mr. Naresh Kumar Singla Director, liable to retire by rotation, being eligible offer himself

for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with

respect to Directors Responsibility Statement, it is hereby confirmed:

(1) that in the preparation of the annual accounts for the financial year ended 31st March 2010 the applicable accounting standards had been followed along with proper explanations relating to material departures;

(2) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

(3) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

(4) that the directors had prepared the accounts for the financial year ended 31st March 2010 on a going concern basis

AUDITORS

M/S Deepika Setia & Co., Chartered Accountants, the retiring auditors of the company have given their consent for re-appointment if made. They have also furnished a certificate of eligibility for re-appointment u/s 224(1) of the Companies Act, 1956. The Board recommends the re-appointment of M/S Deepika Setia & Co.as auditors of your Company for the period from the conclusion of this Annual General Meeting to the conclusion of next Annual General Meeting.

AUDITORS REMARK

The observation made by the Auditors with reference to accounts for the year under report are self explanatory .

PARTICULARS REFERED U/S 217 (1) (e) OF THE COMPANIES ACT, 1956

The Clause pertaining to conservation of energy and technology absorption are not applicable.

PARTICULARS REFERED U/S 217 (2A) OF THE COMPANIES ACT, 1956

Particulars are NIL as there are no employees drawing remuneration of more than Rs. 2, 00,000/- or more per month and/or Rs.24, 00,000/- or more per annum.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review, your company had neither any foreign earnings nor outgo of any foreign exchange. (import)

INFORMATION AS PER CLAUSE 43 OF THE LISTING AGREEMENT a) The securities of the company are listed at the following stock exchanges and Annual Listing Fee has been paid to the Bombay Stock Exchange Limited.

Name of Stock Exchange Address

1 Bombay Stock Exchange Limited Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and continued co-operation extended by the Banker, Government Agencies, Shareholders Customers, and wish to place on record their deep sense of commitment shown by the employees at all levels and acknowledge their contribution for the success of the operation for the company.

For and on the behalf of the Board of Directors of Titan Securities Limited

Manju Singla Naresh Kumar Singla

Managing Director Director

Place: New Delhi

Date: 27.08.2010

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Mar 31, 2009

The Directors have pleasure in presenting their 17th Annual Report and Audited Accounts of the Company for the year ended 31st March 2009

FINANCIAL RESULTS:

CURRENT YEAR PREVIOUS YEAR

2008-2009 2007-2008 Gross Income 192.43 238.39

Total Expenditure 187.44 234.34

Interest charges 0.00 0.00

Gross Profit/Loss 4.99 4.05

Depreciation- 1.90 0.43

Profit/Loss before tax 3.09 3.63

Provision for Taxation 0.63 1.23

Provision for deferred Tax Assets (+) 0.43 0.00

Income Tax of earlier year 0.37 0.47

Balance Carried to Balance Sheet 1.66 1.92

PERFORMANCE AND REVIEW

The company had earned profit after tax of Rs. 1,66,033.00 during the current year as compared to Net Profit after tax of Rs. 1,92,669 during the previous year. The company had earned Gross Income of Rs. 192.43 Lacs as compared to Gross Income of only Rs. 238.39 Lacs during previous year.

FUTURE PLANS

The Company is making all out efforts to recover its past losses and improve its position in the domestic market and establish its position in the Indian Capital Market. The prospects of the company are bright and company expect to improve its performance in the time to come. FIXED DEPOSIT

During the period under review, the company has not accepted any deposits

ISSUE OF EQUITY SHARES ON PREFERENTAL BASIS

The Company had issued 12,00,000 Equity Shares of Rs. 10 each at par as on 2nd March, 2009 to M/s Ad fin Capita! Services India Private Limited, a Non Promoter Group company on preferential basis.

DIRECTORS

Mr. Suresh Chand Singla, Director, liable to retire by rotation, being eligible offer himself for reappointment.

Mr. Rakesh Gupta, Director, retiring by rotation, being eligible offer himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts for the financial year ended 31si March 2009 the applicable accounting standards had been. followed along with proper explanations relating to material departures;

2. that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair wew 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 the year under review;

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

4. that the directors had prepared the accounts for the financial year ended 313! March 2009 on a going concern basis

AUDITORS

M/S Deepika Setia & Co., Chartered Accountants, the retiring auditors of the company have given their consent for re-appointment, if made. They have also furnished a certificate of eligibility for re-appointment u/s 224(1) of the Companies Act, 1956. The Board recommends the re-appointment of M/S Deepika Setia & Co as auditors of your Company for the period from the conclusion of this Annual Genera! Meeting to the conclusion of next Annual General Meeting

EXPLANATION TO AUDITORS REMARK

The observation made by the Auditors with reference to notes on the accounts for the year under report are explained hereunder:

Observation regarding non adoption of Accounting Standard No. 15 relating to retirement benefit of employees alongwith observation regarding non-provision of gratuity and leave encashment mentioned in Note no. 1(A) of Accounting Policies is taken care of once any employee p uts in more than 3 years of service since there has been frequent change in employees the provision for retirement benefits of employees vis-a-vis gratuity and leave encashment has not been made every year.

PARTICULARS REFEREDU/S 217(1) (e) OF THE COMPANIES ACT, 1956

The Clause pertaining to conservation of energy and technology absorption are not applicable.

PARTICULARS REFERED U/S 217 (2A) OF THE COMPANIES ACT, 1956

Particulars are NIL as there are no employees drawing remuneration of more than Rs. 2,00,000/- or more per month and/or Rs.24,00,000/- or more per annum.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review, your company had neither any foreign earnings nor outgo of . any foreign exchange.

INFORMATION AS PER CLAUSE 43 OF THE LISTING AGREEMENT

The securities of the company are listed at the following stock exchanges and Annual Listing Fee has been paid to the Bombay Stock Exchange Limited.

Name of Stock Exchange Address

Bombay Stock Exchange Limited Phiroze Jeejeebhoy Tower,

Dalai Street, Mumbai

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and continued co-operation extended by the Banker, Government Agencies, Shareholders Customers, and wish to place on record their deep sense of commitment shown by the employees at all levels and acknowledge their contribution for the success of the operation for the company.

For and on the behalf of the Board of Directors of

Titan Securities Limited

Manju Singla Naresh Kumar Singla

Managing Director Director

Place: New Delhi

Date :03.09.2009