Directors Report of Trustwave Securities Ltd.

Mar 31, 2024

1. The Directors present the 40^th Annual Report along with the Audited Financial Statements of the Company for the year ended 31^st March, 2024.

2.	Financial Results		(Rs. in Lakhs)
	Description	Financial Year 2023-24	Financial Year 2022-23
	Total Income	0.04	15.58
	Total Expenses	7.47	11.55
	Profit/Loss before tax	-7.44	4.04
	Current Tax / Deferred Tax Credit / (Charge) (net)	-	0.54
	Profit for the year	-7.44	3.49
	Other Comprehensive Income (net)	-	-
	Total Comprehensive Income	-7.44	3.49
	Earnings per Share (in Rupees) (Face Value Rs. 10 each)	-0.11	0.05

3. Financial Performance and the State of Company''s affairs

The total loss for the year is to Rs. 7.44 lakhs as compared to profit of Rs. 3.49 lakhs in the previous year. Loss before Tax for the year is at Rs. 7.47 lakhs as against profit before tax of Rs. 0.05 lakhs in the previous year.

4. Dividend & T ransfer to reserve

Considering the financial results of the Company for 2023-2024 and the unsettled business environment, the Company is unable to declare a dividend for the current year. No amount is being transferred to reserves during the year under review.

5. Finance Share Capital

The paid-up equity share capital as on 31^st March, 2024, was Rs.653.76 lakhs. There is no change in the paid-up share Capital of the Company during the year under review.

6. Material Changes & Commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this report.

7. Deposits

During the period under review, your Company has not accepted any deposits from the public as such, no amount of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

8. Corporate Social Responsibility (CSR)

The provisions of Corporate Social Responsibility does not apply to the Company.

9. Management Discussion and Analysis

As required under Regulation 34(2) read with Schedule V of SEBI LODR, 2015, Management Discussion and Analysis is enclosed as a part of this report as Annexure-1.

10. Corporate Governance Report

The company falls under the criteria 15 (2) (a) of the Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 as the Paid-up capital of the company was below Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of the previous financial year.

As on 31^st March, 2024, the Company''s Paid-up Capital is of Rs. 653.76 lakhs and Net worth is of Rs. (76.50) lakhs

Hence compliance with Corporate Governance provisions as per Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 are not applicable to company and hence the same is not published in the report.

11. Annual Return

Annual Return as at 31^st March, 2024 in the prescribed format under the Companies Act, 2013 (Draft MGT-7) is available on the website of the Company and same can be accessed at www.sterling-guaranty.com.

12. Directors'' Responsibility Statement

Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures.

ii) Appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024, and of the loss of the Company for the year ended 31^st March, 2024.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

v) Internal financial controls have been laid down and followed by the Company and that such controls are adequate and are operating effectively.

vi) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13. Statement on declaration given by Independent Directors

The Company has received necessary declarations/confirmation from all Independent Directors under Section 149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1 )(b) and Regulation 25(8) of the SEBI LODR, 2015 that they meet the criteria of independence laid down thereunder. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended, relating to inclusion of their name in the data bank of independent directors.

14. Particulars of Loans, Guarantees and Investments

The particulars of loans, guarantee or investments given or made by the Company under Section 186 of the Companies Act, 2013 are disclosed in Notes to the Financial Statements.

15. Related Parties Transactions

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for Financial Year 2023-2024 and hence does not form part of this report.

16. Conservation of Energy, technology absorption, imported technology, Foreign Exchange earnings and outgo

A) Conservation of energy: -

i) The steps taken or impact on conservation of energy: The Company is very careful in using the power to reduce the cost of maintenance and conserve the resources.

ii) The steps taken by the Company for utilizing alternate sources of energy: N.A.

iii) The capital investment on energy conversation Equipment''s: N.A.

B) Technology absorption:

i) The efforts made towards technology absorption: N.A.

ii) The benefits derived like product improvement, cost reduction product development or import substitution: N.A.

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): N.A.

a) The details of technology imported: N.A.

b) The 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: N.A.

iv) The expenditure incurred on Research and Development: N.A.

C) Foreign Exchange Earnings and Outgo:

i) Total Foreign Exchange Earned: Nil

ii) Total Foreign Exchange Used: Nil

17. Report on the subsidiaries, associates and joint venture Companies, names of Companies which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies

As on 31st March, 2024, Company has no subsidiaries, joint venture and associate companies.

18. Change in the registered office of the Company

The Board of Directors of the Company has also approved shifting of the registered office of the Company from the existing Office No 3rd & 4th, 3rd Floor, The Centrium, Village Kurla Kirol, Kurla (W), Mumbai - 400070 to B-702, 7th Floor, Neelkanth Business Park, Kirol Village, Near Bus Depot, Vidyavihar (W), Mumbai - 400086 within same city same state and within same ROC.

19. Change in the name of the Company

The members of the Company vide Special resolution passed through Postal ballot, have approved the change of name of the Company from “Sterling Guaranty & Finance Limited” to “Trustwave Securities Limited” on 21st June, 2024. The Company has received Fresh Certificate of incorporation dated 9th August, 2024 from the Registrar of Companies, Mumbai, approving the change of name of the Company from Sterling Guaranty & Finance Limited” to “Trustwave Securities Limited.”

20. Significant and Material orders passed by the Regulators or Courts

During the year, no significant and material orders were passed by any of the Regulators or Courts.

21. Details of Directors or KMP who are appointed / re-appointed or have resigned/retired (including by rotation) during the year

During the year under review, following appointments were made:

a. Mr. Deepak Kharwad (DIN: 0813448) was appointed as an Executive Director of the Company on 26^th February, 2024 and was regularized as the Director of the Company vide postal ballot results dated 21^st June, 2024 (being the last date of the postal ballot).

b. Mrs. Naliny Kharwad (DIN: 02001739), was appointed as an Executive Director of the Company on 26th February, 2024. However, her designation was changed from Director to Managing Director on 15th April, 2024 and the same was approved by the members of the Company vide postal ballot results dated 21^st June, 2024 (being the last date of the postal ballot).

c. Mr. Nilesh Yadav (DIN: 10518738) was appointed as a Non-Executive Non-Independent Director of the Company on 26^th February, 2024 and was regularized as the Director of the Company vide postal ballot results dated 21^st June, 2024 (being the last date of the postal ballot).

d. Mr. Prasad Pramod Kemnaik (DIN: 10591411) was appointed as a Non-Executive Non-Independent Director of the Company on 15^th April, 2024 and was regularized as the Director of the Company vide postal ballot results dated 21^st June, 2024 (being the last date of the postal ballot).

e. Mr. Shubham Arvind Kumar Jain was appointed as the Chief Financial Officer of the Company w.e.f. 15^th April. 2024.

f. Ms. Reet Phulwani was appointed as the Company Secretary & Compliance Officer of the Company 25^th September, 2023.

During the year under review, the Board accepted resignation of the following Directors were made:

g. Mr. Dharman D Mehta (DIN: 00036787), vide his letter dated 29th March, 2024 has tendered his resignation as a Director of the Company with effect 29th March, 2024 due to changes in the ownership and management of the Company.

h. Mr. Rajan Sevantilal Shah (DIN: 08619751), vide his letter dated 29th March, 2024 has tendered his resignation as a Director & CEO of the Company with effect 29th March, 2024 due to changes in the ownership and management of the Company.

i. Mr. Bharat Bakshi Bhusan (DIN: 08423443), vide his letter dated 29th March, 2024 has tendered his resignation as an Independent Director of the Company with effect 29th March, 2024 due to other professional commitments.

j. Mrs. Aditi Dhiren Mehta vide her resignation letter dated 29th March, 2024 has tendered her resignation from the post of Chief Financial Officer (KMP) of the Company with 29th March, 2024 effect due to certain personal and unavoidable circumstances.

k. Priti Kumar resigned as the Company Secretary & Compliance Officer of the Company w.e.f. 8^th August, 2023.

Directors to retire by rotation:

l. Mr. Deepak Kharwad (DIN: 0813448) who retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The members are requested to consider and approve his re-appointment.

22. Disclosure regarding Company''s policies under Companies Act, 2013

The Company''s policies on i) Director''s appointment and remuneration, determining criteria for qualification/ independence, ii) Remuneration for Directors, Key Managerial Personnel and other employees, iii) Performance evaluation of the Board, Committees and Directors, iv) Materiality of Related Party transactions, v) Risk Management, and vi) Whistle Blower / Vigil Mechanism are available on the website of the Company www.sterling-guaranty.com.

23. Number of Board Meetings:

During the financial year, the Board had met Nine (9) times on 30^th May, 2023, 20^th June, 2023, 14^th August, 2023, 4^th September, 2023, 7^th September, 2023, 25^th September, 2023, 9^th November, 2023, 6^th February, 2024 and 26^th February, 2024. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, the Annual General Meeting of the Company was held on 29th September, 2023.

24. Committees of the Board:

There are currently three Committees of the Board, as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

25. Disclosure of Composition of Committees as on date:Audit Committee comprises of following members:

Sr No	Name of the member	Designation
1.	Nilesh Yadav (Chairman)	Non - Executive Independent Director
2.	Prasad Kemnaik	Non - Executive Independent Director
3.	Deepak Kharwad	Executive Director
Nomination & Remuneration Committee comprises of following members:
Sr No	Name of the member	Designation
1.	Nilesh Yadav (Chairman)	Non - Executive Independent Director
2.	Prasad Kemnaik	Non - Executive Independent Director
3.	Deepak Kharwad	Executive Director
Stakeholders Relationship committee comprises of following members:
Sr No	Name of the member	Designation
1.	Nilesh Yadav (Chairman)	Non - Executive Independent Director
2.	Prasad Kemnaik	Non - Executive Independent Director
3.	Deepak Kharwad	Executive Director

26. Meeting of Committees of the Board

During the year there were in total (Five) 5 Audit Committee Meetings, (Three) 3 Nomination & Remuneration Committee and (One) 1 Stakeholders Relationship Committee were held. Further one meeting of the Independent Directors was held on 12^th March, 2024.

Audit Committee: 30^th May, 2023, 14^th August, 2023, 4^th September, 2023, 9^th November, 2023 and 6^th February, 2024. Nomination & Remuneration Committee: 4^th September, 2023, 25^th September, 2023, 26^th February, 2024.

Stakeholders Relationship Committee: 30^th May, 2023.

27. Performance evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of Board Committees viz. Audit committee, Nomination & Remuneration committee, Stakeholders'' Relationship committee.

The Independent Directors of the Company met separately on 12^th March, 2024 to discuss the following:

i) review the performance of non-independent directors and the Board as a whole.

ii) review the performance of the Chairperson of the Company, taking into account the views of non-executive directors.

iii) assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All of the Independent Directors were present at the Meeting and discussed the above and expressed their satisfaction.

28. Whistle Blower:

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act, the Company has framed Vigil Mechanism/ Whistle Blower Policy (Policy) to enable Directors and employees to report genuine concerns or grievances, significant deviations from key management policies and reports on any noncompliance and wrong practices, e.g., unethical behaviour, fraud, violation of law, inappropriate behaviour/conduct, etc. The detailed Vigil Mechanism Policy is available at Company''s Website www.sterling-guaranty.com.

29. Particulars Of Employees And Remuneration:

No details as required under section 197 (12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided during the year as the Directors of the Company do not draw any Remuneration as on 31^st March, 2024.

30. Internal Financial Controls with reference to financial statements

Adequate systems for internal controls provide assurances on the efficiency of operations, security of assets, statutory compliance, appropriate authorization, reporting and recording of transactions. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit committee. The Internal Auditor prepares regular reports on the review of the systems and procedures and monitors the actions to be taken.

31. Safety, Health and Environment

The Company pays utmost importance towards safety and health of its employees by implementing policies, procedures and conducting various awareness programmes among the employees. It conducts many promotional activities among its work force on safety adherence and developing the community on national and international events related to Health, Safety and Environment. During the year under report, National Safety Week, Fire Safety Week and Environment Day were celebrated by reminding the employees through campaigns on its crucial significance in today''s world. All functional Departments work in cohesion to a common goal that includes utilizing natural resources with minimal or no damage to the environment and efficiency in energy.

32. Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaint was received by the Committee formed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. Auditors

i) Vinod S. Mehta & Co., continued their term as Statutory Auditors of the Company for conducting audit of financial statements of the Company.

ii) Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s. Hemang Satra & Associates. (Membership No. A24235), Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit report in form MR-3 is enclosed as a part of this report as Annexure-2.

iii) M/s., C C Patil & Co, Chartered Accountants are appointed as the Internal Auditors of the Company for the financial year 2023-24.

34. Auditors'' Report

The observations made in the Statutory auditors'' report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 134(3)(f) of the Companies Act, 2013.

The qualifications made by the Secretarial Auditor in its report are self-explanatory and the management is in process of complying with the same.

35. Confirmation of Compliance of Secretarial Standards

The Company has complied with applicable Secretarial Standards during the year under review.

36. Details in Respect of Frauds Reported by Auditors Pursuant to Section 143(12) of the Companies Act, 2013

During the year under report there were no incidences of fraud against the Company reported by Auditors.

37. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under report there was no application made or any proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016.

38. Acknowledgement

The Board of Directors thanks the Banks, Central and State Government Authorities, Shareholders, Customers, Suppliers, Employees and Business Associates for their continued co-operation and support to the Company.

On behalf of the Board of Directors, For Trustwave Securities Limited

(Formerly known as Sterling Guaranty & Finance Limited)

Deepak Kharwad

Chairman & Director DIN: 08134487

Place: Mumbai Date: 26^th August, 2024

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Mar 31, 2014

Dear Members,

The directors have pleasure in presenting before the Shareholders, Directors'' Report and Audited Accounts of the Company for the year ended 31st March 2014.

FINANCIAL RESULTS Year ended Year ended 31st March 2014 31st March 2013 (Rs.in Lacs)

PROFIT (LOSS) BEFORE NON-CASH CHARGES (3.65) (3.20) PROFIT (LOSS) BEFORE TAX (3.65) (3.20) Provision for Taxation 0.00 0.00 NET PROFIT (LOSS) AFTER TAX (3.65) (3.20) Balance brought forward (820.54) (817.34) PROFIT (LOSS) CARRIED FORWARD (824.19) (820.54)

DIVIDEND In view of loss incurred and carry forward losses, no dividend is proposed.

GENERAL:

During the year under report, the Company had no business activity. It has suffered Net Loss of Rs.3.65 lacs compared to previous year of Rs.3.20 lacs because of nil operating income and minimum statutory & compliance expenses. The Company has become debt free Company and Sterling Investments (India) Ltd has advanced interest - free funds to meet the liabilities. Adequate provisions have been made as per prudential norms of Reserve Bank of India. The Company is registered NBFC with Reserve Bank of India.

OPERATIONS:

During the year NBFI Business was not carried out since Net Owned Funds (NOF) of the Company has fallen below the minimum prescribed limit. Fortunes of the Company will improve if it is merged with Sterling Investments (India) Ltd. The company is grateful to Indistock Securities Ltd for allowing the company to use its registered office free of cost.

FUTURE PLAN

Proposal of merger and amalgamation of the company subject to necessary approvals, sanctions, consents with Sterling Investments (India) Ltd, a duly registered NBFC having positive net worth, is delayed. It is hoped that final decision will take place.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm the following:

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

proper explanations relating to material departures.

II. Your Directors have 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 Loss of the Company for that period. iii. Your Directors have 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.

Iv. Your Directors have prepared the attached Statement of Accounts for the year ended 31st March 2014 on a going concern basis.

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

The company has no activities relating to conservation of energy of technology absorption. The Company has not earned or spent any foreign exchange during the year.

DIRECTORS

During the year under report, Mr. Sanjay R. Keswani, Non executive Independent Director resigns w.e.f. 08/08/2013 and In his place and to fill the casual vacancy caused due to his resignation, Mr. Sunil Kumar Jangir has been appointed as Non executive Independent Director w.e.f.08/08/2013. The Board places on record the valuable contribution made by Mr. Sanjay R. Keswani during his tenure as Director.

The Board recommends reappointment of Mr. Sunil Kumar Jangir as Directors who retires by rotation and being eligible offer himself for reappointment. The detailed Information and particulars of director seeking re appointment Is Incorporated In Corporate Governance Report.

DEPOSITS

The Company has not accepted any deposits from the Public and does not hold any public deposit.

PARTICULARS OF EMPLOYEES

There were no employees during the year within the meaning of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules 1975 as amended.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of the Annual Report.

AUDITORS AND AUDITORS'' REPORT

The remark In auditors'' report are self explanatory. The Auditor, M/s. VInod S. Mehta & Co. Chartered Accountants, retires at the conclusion of the meeting and Is eligible for re-appointment.

On behalf of the Board of Directors

Place: Mumbai D. D. MEHTA Dated: 30th May, 2014. Executive Chairman

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Mar 31, 2013

The directors have pleasure in presenting before the Shareholders, Directors'' Report and Audited Accounts of the Company for the year ended 31st March 2013

FINANCIAL RESULTS

Year ended Year ended 31st March 31st March 2013 2012 (Rs.in Lacs)

PROFIT (LOSS) BEFORE NON-CASH (3.20) (2.52)

CHARGES

PROFIT (LOSS) BEFORE TAX (3.20) (2.52)

Provision for Taxation 0.00 0.00

NET PROFIT (LOSS) AFTER TAX (3.20) (2.52)

Balance brought forward (817.34) (814.82)

PROFIT (LOSS) CARRIED FORWARD (820.54) (817.34)

DIVIDEND

In view of loss incurred and carry forward losses, no dividend is proposed.

GENERAL:

During the year under report, the Company had no business activity. It has suffered Net Loss of Rs.3.20 lacs compared to previous year of Rs.2.52 lacs because of nil operating income and minimum statutory & compliance expenses. The Company has become debt free Company and Sterling Investments (India) Ltd has advanced interest - free funds to meet the liabilities. Adequate provisions have been made as per prudential norms of Reserve Bank of India. The Company is registered NBFC with Reserve Bank of India.

OPERATIONS:

During the year NBFI Business was not carried out since Net Owned Funds (NOF) of the Company has fallen below the minimum prescribed limit. The effective steps are being taken to revive the fortunes of the Company. The company is grateful to Indistock Securities Ltd for allowing the company to use its registered office free of cost and advancing interest free loan Rs. 400,000 in this year (total Rs.20,00,000) to meet necessary statutory & compliance expenses.

FUTURE PLAN

It is proposed to do merger and amalgamation of the company subject to necessary approvals, sanctions, consents with Sterling Investments (India) Ltd, a duly registered NBFC having positive net worth, as per resolution passed by Board of Directors at their meeting held on 21st July 2010 at opportune time. Equity shares are listed on BSE.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm the following:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii. Your Directors have 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 Loss of the Company for that period.

iii. Your Directors have 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.

iv. Your Directors have prepared the attached Statement of Accounts for the year ended 31st March 2013 on a going concern basis.

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

The company has no activities relating to conservation of energy of technology absorption. The Company has not earned or spent any foreign exchange during the year.

DIRECTORS

At the meeting of the Board of Directors held on 30th May 2013, Mr. Dhiren D. Mehta has been reappointed as Whole Time Director designated as "Executive Chairman" for a further period of three years with effect from 21st July 2013 without any remuneration subject to approval of shareholders. The necessary resolution is incorporated in Notice calling Annual General Meeting.

The Board recommends reappointment of Mr. Dhiren D. Mehta as Directors who retires by rotation and being eligible offer himself for reappointment. The detailed information and particulars of director seeking re appointment is incorporated in Corporate Governance Report.

DEPOSITS

The Company has not accepted any deposits from the Public and does not hold any public deposit.

PARTICULARS OF EMPLOYEES

There were no employees during the year within the meaning of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules 1975 as amended.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of the Annual Report.

AUDITORS AND AUDITORS'' REPORT

The remark in auditors'' report are self explanatory. The Auditor, M/s. Vinod S. Mehta & Co. Chartered Accountants, retires at the conclusion of the meeting and is eligible for re-appointment.

On behalf of the Board of Directors

Place: Mumbai

Dated: 30th May, 2013. Executive Chairman

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Mar 31, 2012

The directors have pleasure in presenting before the Shareholders, Directors'' Report and Audited Accounts of the Company for the year ended 31st March 2012

FINANCIAL RESULTS Year ended Year ended 31st March 31st March 2012 2011 (Rs.in Lacs)

PROFIT (LOSS) BEFORE NON-CASH (2.52) (3.42) CHARGES

PROFIT (LOSS) BEFORE TAX (2.52) (3.42)

Provision for Taxation 0.00 0.01

NET PROFIT (LOSS) AFTER TAX (2.52) (3.43)

Balance brought forward (814.82) (811.39)

PROFIT (LOSS) CARRIED FORWARD (817.34) (814.82)



DIVIDEND

In view of loss incurred and carry forward losses, no dividend is proposed.

GENERAL:

During the year under report, the Company had no business activity. It has suffered Net Loss of Rs.2.52 lacs compared to previous year of Rs.3.42 lacs because of nil operating income and minimum statutory & compliance expenses. The Company has become debt free Company and Sterling Investments (India) Ltd has advanced interest – free funds to meet the liabilities. Adequate provisions have been made as per prudential norms of Reserve Bank of India. The Company is registered NBFC with Reserve Bank of India.

OPERATIONS:

During the year NBFI Business was not carried out since Net Owned Funds (NOF) of the Company has fallen below the minimum prescribed limit. The effective steps are being taken to revive the fortunes of the Company. The company is grateful to Indistock Securities Ltd for allowing the company to use its registered office free of cost and advancing interest free Rs. 247,480 in this year (total Rs.16,00,000) to meet necessary statutory & compliance expenses.

FUTURE PLAN

Effective steps are being taken for the proposed merger and amalgamation of the company subject to necessary approvals, sanctions, consents with Sterling Investments (India) Ltd, a duly registered NBFC having positive net worth, as per resolution passed by Board of Directors at their meeting held on 21st July 2010. The shares of the Company have been de listed from Ahmedabad Stock exchange as per SEBI guidelines. It is listed on BSE but last trade has taken place on 14-05-2009.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm the following:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii. Your Directors have 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 Loss of the Company for that period.

iii. Your Directors have 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.

iv. Your Directors have prepared the attached Statement of Accounts for the year ended 31st March 2012 on a going concern basis.

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

The company has no activities relating to conservation of energy of technology absorption. The Company has not earned or spent any foreign exchange during the year.

DIRECTORS

The Board recommends reappointment of Mrs. Geeta V. Ashar as Directors who retires by rotation and being eligible offer himself for reappointment. The detailed information and particulars of director seeking re appointment is incorporated in Corporate Governance Report.

DEPOSITS

The Company has not accepted any deposits from the Public and does not hold any public deposit.

PARTICULARS OF EMPLOYEES

There were no employees during the year within the meaning of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules 1975 as amended.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of the Annual Report.

AUDITORS AND AUDITORS'' REPORT

The remark in auditors'' report are self explanatory. The Auditor, M/s. Vinod S. Mehta & Co. Chartered Accountants, retires at the conclusion of the meeting and is eligible for re-appointment.

On behalf of the Board of Directors

Place: Mumbai D. D. MEHTA

Dated: 25th May, 2012. Executive Chairman

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Mar 31, 2011

The directors have pleasure in presenting before the Shareholders, Directors' Report and Audited Accounts of the Company for the year ended 31st March 2011

FINANCIAL RESULTS Year ended Year ended

31st March 31st March 2011 2010 (Rs.in Lacs)

PROFIT (LOSS) BEFORE NON-CASH (3.42) (4.26)

CHARGES



PROFIT (LOSS) BEFORE TAX (3.42) (4.26)

Provision for Taxation 0.01 0.01

NET PROFIT (LOSS) AFTER TAX (3.43) (4.27)

Balance brought forward (811.39) (807.12)

PROFIT (LOSS) CARRIED FORWARD (814.82) (811.39)

DIVIDEND

In view of loss incurred and carry forward losses, no dividend is proposed.

GENERAL:

During the year under report, the Company had no business activity. It has suffered Net Loss of Rs.3.42 lacs compared to previous year of Rs.4.26 lacs because of nil operating income and minimum statutory & compliance expenses. The Company has become debt free Company and Sterling Investments (India) Ltd has advanced interest - free funds to meet the liabilities. Adequate provisions have been made as per prudential norms of Reserve Bank of India. The Company is registered NBFC with Reserve Bank of India.

OPERATIONS:

During the year NBFI Business was not carried out since Net Owned Funds (NOF) of the Company has fallen below the minimum prescribed limit. The effective steps are being taken to revive the fortunes of the Company. The company is grateful to Indi stock Securities Ltd for allowing the company to use its registered office free of cost and advancing interest free Rs.352,520 in this year (total Rs.13,52,520) to meet necessary statutory & compliance expenses.

FUTURE PLAN

Effective steps are being taken for the proposed merger and amalgamation of the company subject to necessary approvals, sanctions, consents with Sterling Investments (India) Ltd, a duly registered NBFC having positive net worth, as per resolution passed by Board of Directors at their meeting held on 21st July 2010. The shares of the Company have been de listed from Ahmedabad Stock exchange as per SEBI guidelines. It is listed on BSE but last trade has taken place on 14-05-2009.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm the following:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii. Your Directors have 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 Loss of the Company for that period.

iii. Your Directors have 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.

iv. Your Directors have prepared the attached Statement of Accounts for the year ended 31st March 2011 on a going concern basis.

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

The company has no activities relating to conservation of energy of technology absorption. The Company has not earned or spent any foreign exchange during the year.

DIRECTORS

The Board recommends reappointment of Mr. Sanjay Keswani as Directors who retires by rotation and being eligible offer himself for reappointment. The detailed information and particulars of director seeking re appointment is incorporated in Corporate Governance Report.

The Executive Chairman Mr. Dhiren D. Mehta has been managing the Company as Honorary after resignation of Manager Mr. Mahendra K. Gandhi on 20/07/2010.

DEPOSITS

The Company has not accepted any deposits from the Public and does not hold any public deposit.

PARTICULARS OF EMPLOYEES

There were no employees during the year within the meaning of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules 1975 as amended.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of the Annual Report.

AUDITORS AND AUDITORS' REPORT

The remark in auditors' report are self explanatory. The Auditor, M/s. Vinod S. Mehta & Co. Chartered Accountants, retires at the conclusion of the meeting and is eligible for re-appointment.

On behalf of the Board of Directors

Place: Mumbai D. D. MEHTA

Dated: 30th May, 2011. Executive Chairman

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Mar 31, 2010

The directors have pleasure in presenting before the Shareholders, Directors Report and Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS Year ended Year ended 31st March 31st March 2010 2009

(Rs.in Lacs)

PROFIT (LOSS) BEFORE NON-CASH (4.26) (3.26)

CHARGES

PROFIT (LOSS) BEFORE TAX (4.26) (3.26)

Provision for Taxation 0.01 0.01

NET PROFIT (LOSS) AFTER TAX (4.27) (3.27)

Balance brought forward (807.12) (803.85)

PROFIT (LOSS) CARRIED FORWARD (811.39) (807.12)

DIVIDEND

In view of loss incurred and carry forward losses, no dividend is proposed.

GENERAL:

During the year under report, the Company has suffered Net Loss of Rs.4.26 lacs compared to previous year of Rs.3.26 lacs because of nil operating income. The Company has become debt free Company and Sterling Investments (India) Ltd has advanced interest - free funds to meet the liabilities. Adequate provisions have been made as per prudential norms of Reserve Bank of India. The Company is registered NBFC with Reserve Bank of India.

OPERATIONS:

During the year NBF1 Business was not carried out since Net Owned Funds (NOF) of the Company has fallen below the minimum prescribed limit. The effective steps are being taken to revive the fortunes of the Company.

FUTURE PLAN

Board of Directors are exploring steps to be taken to revive the Company. This will be implemented subject to necessary approvals, sanctions from statutory authorities. Board of Director of the Company have subject to necessary approvals, sanctions, consents in principle agreed to merge and amalgamate with Sterling Investments (India) Ltd, a duly registered NBFC having positive net worth. This merger and amalgamation will augment NOF of the company exceeding minimum requirement of Rs. 25 lacs. The company will become debt free and loss free with capacity to raise resources. The shares of the Company has been de listed from Ahmedabad Stock exchange as per SEBI guidelines. It is decided to demate the shares of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 your Directors confirm the following:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii. Your Directors have 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 Loss of the Company for that period.

iii. Your Directors have 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.

iv. Your Directors have prepared the attached Statement of Accounts for the year ended 31st March 2010 on a going concern basis.

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

The company has no activities relating to conservation of energy of technology absorption. The Company has not earned or spent any foreign exchange during the year.

DIRECTORS

Mr. Mahendra K. Gandhi resigned as Director and Manager of the Company with effect from 21-07-2010. The Board places on record their appreciation for services rendered by Mr. Mahendra K. Gandhi during his tenure as Director & Manager.

At the meeting of the Board of Directors held on 21st July 2010, Mr. Dhiren D. Mehta has been appointed as Whole Time Director designated as "Executive Chairman" for a period of three years with effect from 21st July 2010 without any remuneration subject to approval of shareholders. The necessary resolution is incorporated in Notice calling Annual General Meeting.

The Board recommends reappointment of Mr. Dhiren D. Mehta as Directors who retires by rotation and being eligible offer himself for reappointment. The detailed information and particulars of director seeking re appointment is incorporated in Corporate Governance Report.

DEPOSITS

The Company has not accepted any deposits from the Public and does not hold any public deposit.

PARTICULARS OF EMPLOYEES

There were no employees during the year within the meaning of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules 1975 as amended.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of the Annual Report.

AUDITORS AND AUDITORS REPORT

The remark in auditors report are self explanatory. The Auditor, M/s. Vinod S. Mehta & Co. Chartered Accountants, retires at the conclusion of the meeting and is eligible for re-appointment.

On behalf of the Board of Directors

Place: Mumbai D. D. MEHTA

Dated: 21st July, 2010. Executive Chairman