Titan Securities Ltd

1. COMPANY PERFORMANCE:

(Rs. in Lakhs)

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).

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.

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 Non- executive 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.

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.

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.