Swarna Securities Ltd. : Director's Report
Industry Non- BSE Code 531003 Face Value 10.00
Chairman NSE Code SWRNASE Market Lot 1
Group Not Applicable ISIN No INE595G01018 Book Closure 28/06/2024
You can view full text of the latest Director's Report for the company.
Year End :2025-03

Your directors take pleasure in presenting their 35th Annual Report and the Audited
Financial Statements of the Company for the year ending 31st 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 32nd Annual General Meeting of the Company to
hold office till the conclusion of the 37th Annual General Meeting. Therefore, they
hold the office as statutory auditors of the Company till the conclusion of the 37th
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 03rd 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

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