Armour Security India Ltd Directors Report

Dear Stakeholders,

The Board of Directors of Armour Security (India) Limited ("the Company") hereby present the Boards Report outlining business performance of the Company together with the audited financial statements for the financial year ended March 31,2024.

1. Financial Statement

The financial performances of the Company for the financial year ended 31^st March, 2024 are summarized below: (Amount in Lakhs)

Particulars	Standalone	Standalone
	Year ended 31.03. 2024	Year ended 31.03.2023
Revenue from Operations	3293.29	2781.60
Other Income	16.81	12.44
Total Revenue	3310.10	2794.04
Total Expenses	2968.04	2592.76
Profit/(Loss) before tax from continued operations	445.10	201.27
Tax Expenses for continued operations	131.74	51.09
Profit/(Loss) for the year	313.36	150.18

2. Review of Standalone Business Operations

The company has reported Revenue of Rs. 3293.29 lakhs from operations for the current year as compared to Rs. 2781.60 lakhs in the previous year, The Company recorded a net Profit after tax amount to Rs. 313.36 lakhs in comparison with net profit of Rs. 150.18 lakhs in the previous year.

3. Transfer to Reserves

During the year under review, the Company has not transferred any amount to General Reserve out of the net profits of the Company for the financial year 2023-24.

4. Dividend

The Board of Directors of the Company has not recommended any dividend on equity shares of the Company during the financial year 2023-24.

5. Share Capital

The Authorised Share Capital as at March 31, 2024 stood at Rs. 18,00,00,000 (Rupees Eighteen Crore Only) divided into 1,80,00,000 (One Crore Eighty Lakhs Only) Equity Shares of Rs. 10/- each.

The Paid-up Share Capital as at March 31,2024 stood at Rs. 12,22,00,000 (Rupees Twelve Crore Twenty-Two Lakh Only) divided into 1,22,20,000 (One Crore Twenty-two Lakh Twenty Thousand Only) Equity Shares of Rs. 10/- each.

During the year under review, there was following change occurred in Authorised share capital of the Company:

Date of Shareholder Meeting	From	To
24/10/2023	Rs. 1,00,000 comprising of 10,000 shares of Rs. 10/- each	Rs. 18,00,00,000 comprising of 1,80,00,000 shares of Rs.10/- each

During the year under review, there was following change occurred in Issued and paid-up share capital of the Company: -

Date of Allotment of Equity Shares	No. of Shares Allotted	Reason / Particulars of allotment of equity shares
05/12/2023	54,20,000	Bonus Issue
26/12/2023	64,00,000	Right Issue (for consideration other than cash)
07/02/2024	3,90,000	Preferential Allotment/Private Placement

6. Buy Back of Securities:

The Company has not bought back any of its securities during the period under review.

7. Sweat Equity

No Sweat Equity Shares were issued during the period under review.

8. Bonus Shares

54,20,000 Bonus Shares were issued on 05^th December, 2024.

9. Disclosure about ESOP

No ESOP Shares were issued during the period under review.

10. Statutory Auditors

M/s Nikhil Arora & Associates, Chartered Accountants having (FRN 027760N) were appointed as Statutory Auditors of the Company at Annual General Meeting held on 30th day of December, 2021 for a term of five years till the conclusion of the Annual General Meeting to be held in the year 2026.

M/s Nikhil Arora & Associates, Chartered Accountants tender his resignation as the Statutory Auditors of the company on 22th November, 2023. Accordingly, as per the requirements of the Act, the shareholders of the company in its meeting held on 27th November, 2023 appointed M/s. PDMS & CO., Chartered Accountants, (Firm Registration Number - 019621C) as the Statutory Auditors of the Company till the conclusion of ensuing Annual General Meeting to be held in the year 2024. The Board of directors further recommend the appointment of M/s. PDMS & CO., Chartered Accountants, (Firm Registration Number - 019621C) as the Statutory Auditors of the Company for a term of 5 years from the date of ensuing AGM.

The Company has received a certificate from M/s.^PDMS & CO., Chartered Accountants, (Firm Registration Number - 019621C), have confirmed that if appointed in the ensuing AGM, their appointment shall be within the limit prescribed under the Section 141 of the Companies Act, 2013 and that they are not disqualified from being appointed as Auditors of the Company.

11. Explanation(s) / comment(s) to qualifications, reservations, adverse remarks & disclaimers made by the statutory auditors:

The Board has duly examined the statutory auditors report to the accounts, which is self-explanatory. Clarifications, wherever necessary, have been included in the notes forming part of the annual accounts. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Companies Act, 2013.

12. Secretarial Auditor & Report

In terms of section 204 of the Companies Act, 2013 and rules made there under, the Company is not required to appoint Secretarial Auditor and conduct Secretarial Audit.

13. Appointment of Cost Auditor

The provision of section 148 of the Act relating to Appointment of cost auditor are not applicable to the Company

14. Maintenance of Cost Records

Pursuant to Section 148(1) of the Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014, company is not required to maintain cost records.

15. Internal Audit

The provision of section 138 of the Companies Act, 2013 read with Rules 13 Companies Required to Appoint Internal Auditor the Companies (Accounts) Rules, 2014 relating to internal audit are not applicable to the Company.

16. Directors & Key Managerial Personnel

The composition of board of directors and KMP of your company at the end of the financial year is as follows:

Sr. No. Name of Directors	DIN/PAN	Designation	Date of appointment	Change in designation during the year	Date of Cessation
1 Mr. Vinod Gupta	00530291	Director	27/08/1999	"	"
2. Mr. Arnima Gupta	02212966	Director	01/07/2008	"	"
3. Mr. Krishna Kumar Singh	02854747	Additional Director	12/01/2024	"	"
4. Mr. Shrikant Shriram Modak	10353569	Additional Director	12/01/2024	"	-

After closure of the period under review following changes took place in the company:

*Mr. Krishna Kumar Singh & Mr. Shrikant Shriram Modak, has changed designation as Director w.e.f 01st April, 2024.

* Mrs. Anshu Singh, has been appointed as Company Secretary & Mr. Subodh Jindal as Chief Financial Officer w.e.f. 05th April, 2024.

* Mr. Vinod Gupta, has been appointed as Managing Director w.e.f. 06th May, 2024.

* Mr. Nilendra Kumar, has been appointed as Independent Director w.e.f. 17^th August, 2024.

17. Independent Director

The company has appointed Mr. Krishna Kumar Singh and Mr. Shrikant Shriram Modak as independent directors in compliance with the section 134 read with Companies (Accounts) Rule 2014 in rule 8(5)(iii) and other applicable provision.

>18. Internal control, Internal Financial Control & Risk Management Internal Control

The Company has a robust system of internal control, commensurate with the size and nature of its business and complexity of its operations.

The Company has a proper and adequate system of internal control. Some significant features of the internal control systems are:

Preparation of annual budgets and its regular monitoring

Control over transaction processing and ensuring integrity of accounting system by deployment of integrated ERP system

Well documented authorisation matrix, policies, procedures and guidelines covering all important operations of the company

Adequate insurance of companys assets

Internal Financial Control

Directors have an overall responsibility for ensuring that the Company has implemented a robust system and framework of internal financial controls.

The Company had developed and implemented a framework for ensuring internal controls over financial reporting. This framework includes entity-level policies, processes controls, IT General Controls and Standard Operating Procedures (SOP).

Risk Management

Risk management has always been an integral part of the Company and for this purpose the Company has been for years implementing a risk management policy. The Company has implemented an effective and meaningful system in place to safeguard the interest of the Company. The main objectives of this policy are:

> Manage the risk without adversely impacting the normal business and its growth.

> Enable sustained business performance.

> Lesser impact on the Companys finances.

> Be compliant to the regular requirements of the Exchange/Regulation.

19. Extract of Annual Return

The extract Annual Return of the Company as on March 31, 2024 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.margerp.com

20. Particulars of Contracts or Arrangements with Related Parties

The disclosure of particulars of contracts or arrangements with Related Parties referred to in Section 188 of the Companies Act, 2013 as prescribed in Form No. AOC-2 pursuant to Section 134(3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-II to this Directors Report.

21. Meetings of the Board

During the financial year ended 31^st March, 2024, 12 (Twelve) meetings of the Board of Directors were held during the year.

None of the two Board Meetings have a gap of more than 120 days between them.

22. Corporate Social Responsibility

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall under the ambit of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate a policy on Corporate Social Responsibility.

23. Particulars of Loans Given, Investment Made, Guarantees Given and Security Provided

The particulars of loans, guarantees or investments made during the Financial Year 2023-24, if any, have been disclosed in the Financial Statements of the Company prepared for the financial year ended March 31, 2024.

24. Subsidiary & Associate Company

The Company does not have subsidiaries companies as on 31^st March, 2024:

25. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Out Go

Information required to be given pursuant to section 134(3)(m) of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors report for the year ended 31^st March, 2024 are given below:

1. Conservation of Energy & Technology Absorption

The Company is conscious about its responsibility to conserve energy, power and other energy Sources, wherever possible. We emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines. The Company has been taking energy saving measures viz., use of energy several electrical equipments, LED fittings are provided inside the building for common are alighting or minimum usage of papers.

Moreover, company emphasis towards a safe and clean environment and continue to adhere to all regulatory requirements and guidelines.

II. Research & Development

Company has not undertaken any research and development work during the year 2023-24 but we are trying to maintain highest standard of quality.

III. Foreign Exchange Earnings and Outgo

Details of Foreign Exchange, earnings and Outgo are given as follows:

Currency (In Rupees)	2023-24	2023-24	2022-23	2022-23
	Earning	Outgo	Earning	Outgo
Amt. in millions	Nil	Nil	Nil	Nil

26. Particulars of Employees and Remuneration

1. Details of employees who were employed throughout the year and in receipt of remuneration aggregating not less than Rs. 1,02,00,000/- for the year ended 31 st March 2024: NIL

2. Employed for part of the year and in receipt of remuneration aggregating not less than Rs. 8,50,000/- per month: Nil

27. Material Changes between the Date of the Board Report and end of financial year

There are no material changes and commitments affecting the financial position of the company between the end of the financial year to which Balance Sheet relates and the date of Directors report.

28. Significant and Material Orders Passed By the Regulators or Courts or Tribunals Impacting the Going Concern status and Companys Operations in Future

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

29. Deposits:

As on March 31, 2024, the Company has not accepted any deposits from the public under section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

30. Change in the Nature of the Business

During the Financial year under review, there are no changes in the nature of the business of the Company.

31. One-Time settlement

During the year under review, the Company has not entered into any one-time settlement with Banks or financial institutions during the year, therefore, there was no reportable instance of difference in amount of valuation.

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

During the year under review, no application was made by the Company and accordingly, no proceeding is pending under the Insolvency and bankruptcy Code, 2016.

33. Directors Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended 31^st March, 2024 and state that:

i. In the preparation of the annual accounts for the financial year ended on 31^st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

iv. The directors had prepared the annual accounts on a going concern basis; and

v. 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.

vi. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

34. Secretarial Standards

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India ("ICSI") as may be amended from time to time.

35. Acknowledgements

Directors wish to place on record their deep thanks and gratitude to;

a) The Central and State Government as well as their respective Departments and Development Authorities connected with the business of the Company.

b) The Shareholders, Suppliers and Contractors for the trust and confidence reposed and to the Customers for their valued patronage.

c) Companys employees, customers and vendors for their continuous support.