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Clear Secured Services Ltd Directors Report

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Oct 12, 2026|12:00:00 AM

Clear Secured Services Ltd Share Price directors Report

To,

The Members,

Clear Secured Services Limited

(Formerly known as Clear Secured Services Private Limited)

Your Directors are pleased to present the Annual Report on the business and operations of the Clear Secured Services Limited (Formerly known as Clear Secured Services Private Limited) together with the Standalone and Consolidated Audited financial statements for the financial year ended 31 st March, 2026.

1. FINANCIAL PERFORMANCE:

The Audited Financial Statements of your Company as on 31 st March, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards (Ind AS) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and the provisions of the Companies Act, 2013 (Act). The summarized financial highlights are depicted below:

(Amount in lakhs)

Particulars Standalone Consolidated
For the year ended 31 st March, 2026 For the year ended 31 st March, 2025 For the year ended 31 st March, 2026 For the year ended 31 st March, 2025
Revenue from operations 35,845.81 43,064.45 77,797.17 47,617.53
Other Income 733.92 558.50 660.88 656.35
Total Revenue 36,579.73 43,622.94 78,458.05 48,273.88
Less: Expenses 34,559.48 41,101.89 74,459.35 45,750.35
Less: Exceptional Items - 844.16 - 844.16
Profit/(Loss) Before Tax 2,020.25 1,676.90 3,998.70 1,679.36
Tax Expenses
- Current Tax 561.60 613.64 1,132.57 614.41
- Tax in respect of earlier years 5.19 3.62 5.19 3.62
-Deferred tax (73.37) 68.39 (159.27) 69.15
Profit/ (Loss) for the year 1,526.84 991.24 3,020.21 992.19
Share in Profit/Loss of Associate - - - -
Profit/ (Loss) for the year 1,526.84 991.24 3,020.23 992.19

2. FINANCIAL HIGHLIGHTS:

STANDALONE: (Amount in lakhs)

During the financial year under review, the Company has earned total revenue of Rs. 36,579.73/- with total expenditure stood to Rs. 34,559.48/- as against total revenue of Rs. 43,622.94/- with total expenditure stood to Rs. 41,101.89/- in the previous financial year. The profit earned for the current financial year was Rs. 1,526.84/- as compared to profit of Rs. 991.24/- in the previous financial year.

The Directors look forward to take the Company to new highs in the years to come.

CONSOLIDATED: (Amount in lakhs)

During the financial year under review, the Company has earned total revenue of Rs. 78,458.05/- with total expenditure stood to Rs. 74,459.35/- as against total revenue of Rs. 48,273.88/- with total expenditure stood to Rs. 45,750.35/- in the previous financial year. The profit earned for the current financial year was Rs. 3,020.23/- as compared to profit of Rs. 992.19/- in the previous financial year.

3. BUSINESS OPERATIONS:

During the year under review, the Company continued to provide integrated facility management and operational support services to its clients across various sectors. The Company offers a diversified range of services, including housekeeping and cleaning services, security and guarding services, staffing and payment management services, infrastructure solutions, business support services, telecom services and cash van transportation services. Through its comprehensive and diversified service portfolio, the Company continues to focus on strengthening its service capabilities, enhancing operational efficiency and expanding its presence across various business segments, thereby creating sustainable long-term value for its stakeholders.

4. INITIAL PUBLIC OFFERING:

During the year under review, the Company successfully completed its Initial Public Offering (IPO) comprising a fresh issue of 64,85,000 Equity Shares of face value of Rs. 10/- each, at an issue price of Rs. 132/- per Equity Share, including a premium of Rs. 122/- per Equity Share.

Pursuant to the IPO, the Company raised an aggregate amount of Rs. 85.60 Crores. The proceeds from the fresh issue are being utilised in accordance with the objects of the issue as disclosed in the Offer Document.

The IPO was successfully subscribed, and the Equity Shares of the Company were listed on the National Stock Exchange of India Limited (NSE) on December 08, 2025.

5. DIVIDEND:

During the Financial year 2025-26, the company has not declared any dividend on Equity Shares.

6. TRANSFER TO RESERVE:

The Board does not propose to transfer any amount to reserves during the Financial Year 2025-26.

7. DEPOSITS:

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY 2025-26 or the previous financial years. Your Company did not accept any deposit during the year under review.

8. SHARE CAPITAL:

Particulars As at 31 st March, 2026 As at 31 st March, 2025
Number of Shares Amount Number of Shares Amount
Authorised Capital: Equity Shares of Rs 10/- each *2,45,00,000 24,50,00,000 2,20,00,000 22,00,00,000
Issued, Subscribed & Paid-Up Capital: Equity Shares of Rs 10/- each **2,40,47,112 24,04,71,120 2,50,000 25,00,000

*The Members of the Company, at the Extra Ordinary General Meeting held on 29 th May, 2025, had approved

the increase in the Authorised Share Capital of the Company from Rs. 22.00 Crores to Rs. 24.50 Crores.

The increase in the paid-up share capital during the year was primarily on account of the following:

i. Allotment of 24,408 Equity Shares on a preferential basis for consideration other than cash, pursuant to the acquisition of Comfort Techno Services Private Limited, as approved by the Board of Directors at its meeting held on April 22, 2025;

ii. Allotment of 1,72,87,704 Equity Shares pursuant to the Bonus Issue, as approved by the Board of Directors at its meeting held on May 30, 2025; and

iii. Allotment of 64,85,000 Equity Shares pursuant to the Initial Public Offering of the Company.a

The Equity Shares issued pursuant to the IPO were allotted at an issue price of Rs. 132/- per Equity Share,

including a premium of Rs. 122/- per Equity Share.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans, guarantee and investments made during the year under review, are given in the notes forming part of the financial statements.

10. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

As on 31 st March 2026, our Company has below Wholly owned subsidiaries:

1. Comfort Techno Services Private Limited;

2. Clear Secured Ventures Private Limited; and

3. Barfi Steels LLP;

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts of Companies) Rules, 2014, the Company has prepared Consolidated Financial Statements of the Company and its Wholly Owned Subsidiaries, which form part of this Annual Report.

A statement containing the salient features of the financial statements of the subsidiary companies in the prescribed Form AOC-1 is annexed herewith and marked as Annexure - A.

The Company does not have any Associate Company or Joint Venture during the financial year under review.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As of 31 st March, 2026, the Companys Board had Six directors comprising of three Executive Director including one Woman Director and three Non-Executive Independent Director. In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of your Companys business for effective functioning.

Appointment/ Cessation/ Change in Designation of Directors/ KMP:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company the following changes occurred in the Companys Board:

1. Mr. Ashish Vimaldhar Dubey, has resigned from the position of Chief Financial Officer of the company w.e.f 06 th May, 2025.

2. Ms. Rasika Sawant, appointed as Chief Financial Officer of the company w.e.f 06 th May, 2025.

3. Mr. Rakesh Dhar Dubey, re-appointed as Whole-Time Director of the company w.e.f 29 th May, 2025.

4. Mr. Vimal Dhar Lalta Prasad Dubey, re-appointed as Managing Director of the company w.e.f 29 th May,2025.

5. Ms. Rasika Sawant, has resigned from the position of Chief Financial Officer of the company w.e.f 31 st March, 2026.

After the closure of period under review the following changes in Management have taken place:

6. Mr. Ashish Vimaldhar Dubey, appointed as Chief Financial Officer of the company w.e.f 01 st April, 2026.

7. Ms. Apurva Mishra, resigned from the post of Company Secretary and Compliance officer w.e.f. 31st May,2026.

Declaration from Independent Directors:

In accordance with the provisions of Section 149(6) and 149(7) of the Companies Act, 2013, and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), every Independent Director is required to provide a declaration confirming that they meet the criteria of independence as laid down under the Act and the SEBI Listing Regulations.

Key Managerial Personnel:

During the period under review, the following are Key Managerial Personnel (KMPs) of the Company as per Sections 2(51) and 203 of the Act:

1. Mr. Rakesh Dhar Dubey, Whole-Time Director.

2. Mr. Vimal Dhar Lalta Prasad Dubey, Managing Director.

3. Ms. Rasika Mohan Sawant, Chief Financial Officer (06 th May, 2025 to 31 st March, 2026)

4. Ms. Apurva Mishra, Company Secretary & Compliance Officer (upto 31 st May, 2026)

5. Mr. Ashish Vimaldhar Dubey, Chief Financial Officer (w.e.f. 01 st April, 2026)

12. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, the Board met Twenty-Two (22) times, respectively on 22 nd April, 2025, 30 th April, 2025, 06 th May, 2025, 26 th May, 2025, 29 th May, 2025, 30 th May, 2025, 19 th June, 2025, 23 rd June, 2025, 02 nd July, 2025, 05 th July, 2025, 14 th July, 2025, 11 th August, 2025, 19 th August, 2025, 29 th August, 2025, 02 nd September, 2025, 25 th September, 2025, 29 th September, 2025, 08 th October, 2025, 21 st November, 2025, 24 th November, 2025, 04 th December, 2025 and 23 rd March, 2026. In accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

Name of the Director Category No. of Board Meetings attended Last AGM Attended No. of Directorships in listed Entities and Committee Memberships and Chairmanships (including the Company) as on 31 st March, 2026 Number of shares held in the Company
Directorship Committee
Chairmanship Membership
Mr. Vimal Dhar Lalta Prasad Dubey Managing Director 22 Yes 1 1 1 87,80,800
Mr. Rakesh Dhar Dubey Whole-Time Director 22 Yes 1 - 2 43,90,528
Mr. Manish Shashikant Naik Independent Director 22 No 1 1 3 -
Mr. Kiran Manohar Rege Independent Director 22 No 1 1 2 -
Mr. Rajendra Prasad Independent Director 22 No 1 1 - -
Mrs. Kusum Vimal Dubey Executive Director 22 Yes 1 - - 64

13. COMMITTEES OF BOARD:

The Board Committees play a crucial role in the governance structure of our Company and have been constituted to deal with specific areas / activities as mandated by applicable regulations, concerning the Company and need a closer review. These Committees play an important role in the overall management of day to day affairs and governance of the Company. The Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The Minutes of the Committee Meetings are placed before the Board for review and noting.

During the year, all recommendations of the Committees of the Board have been accepted by the Board.

As on 31 st March, 2026, the Board has constituted the following Committees:

i. Audit Committee

The Audit Committee of the Board of Directors meets the criteria laid down under Section 177 of the Companies Act, 2013, read with regulation 18 of SEBI (Listing Obligation Disclosure Requirements) Regulation, 2015. The Audit Committee presently comprises of three directors. All the members of the Audit Committee have accounting and financial management knowledge. Mr. Kiran Manohar Rege was Chairperson of the Audit Committee.

During the year, the committee met 4 (Four) times i.e. 06 th May, 2025, 29 th September, 2025, 24 th December, 2025 and 23 rd March, 2026

The Composition of the Audit Committee and the attendance of the members at the meeting held during the year are as follows:

Sr. No. Particulars Designation Category No. of Meeting attended
1 Mr. Kiran Manohar Rege Chairman Independent Director 4
2 Mr. Vimal Dhar Lalta Prasad Dubey Member Managing Director 4
3 Mr. Manish Shashikant Naik Member Independent Director 4

The terms of reference to the Audit Committee inter alia includes:

• Oversight of Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

• Recommend to the Board, the appointment, reappointment, remuneration and terms of appointment of auditors of the Company and, if required, their replacement or removal.

• Approve payment to statutory auditors for any other services rendered by them.

• Review, with the management, the quarterly and annual financial statements and auditors report thereon before submission to the Board for approval.

• Approve appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate.

• Review and monitor the auditors independence, performance and effectiveness of audit process.

• Review the adequacy of internal audit function, including the structure of the internal audit department, if any, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit, etc.

ii. Nomination and Remuneration Committee (NRC):

The Nomination and Remuneration Committee of the Board of Directors meets the criteria laid down under Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligation Disclosure Requirements) Regulation, 2015. The Nomination and Remuneration Committee presently comprises of three members. Mr. Manish Shashikant Naik was appointed as Chairperson.

During the year, the committee met 1 (One) time i.e. 23 rd March, 2026

The Composition of the Nomination and Remuneration Committee and the attendance of the members at the meeting held are as follows:

Sr. No. Particulars Designation Category No. of Meeting attended
1 Mr. Rajendra Prasad Chairman Independent Director 1
2 Mr. Manish Naik Member Independent Director 1
3 Mr. Kiran Manohar Rege Member Independent Director 1

The terms of reference to the Nomination and Remuneration Committee inter alia includes:

• The Company has framed a policy as per Section 178 of the Companies Act, 2013 for selection and appointment of Directors, Senior Management and their remuneration same is posted on the website of the company.

• Determine the compensation package of the Executive Directors, Secretary and other senior management personnel.

• Formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees.

• Formulate the criteria for evaluation of performance of Independent Directors and the Board of Directors.

• Devise a policy on diversity of Board of Directors.

• Identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board of Directors their appointment and removal.

• Decide on whether to extend or continue the term of appointment of the Independent Directors, on the basis of the performance evaluation report of Independent Directors.

Remuneration Policy

The Nomination and Remuneration Committee has considered the factors laid down under Section 178(4) of the Companies Act, 2013 while formulating the Remuneration Policy.

Remuneration to Non-Executive Directors

The company has paid following Remuneration / Sitting fees to the Non - Executive Directors.

Sr. no. Name of Director Designation Nature Amount
- - - - -

Remuneration to Executive Directors / KMP

The company has paid following Remuneration / Salary to the Executive Directors / KMP.

Sr. no. Name of Director/KMP Designation Nature Amount
01. Kusum Vimal Dubey Executive Director Salary Rs. 63,00,000/-
02. Apurva Mishra Company Secretary Salary Rs. 13,08,000/-
03. Rasika Sawant Chief Financial Officer Salary Rs. 9,41,000/-
04. Vimal Dhar Lalta Prasad Dubey Managing Director Remuneration Rs. 69,59,000/-
05. Rakesh Dhar Dubey Whole Time Director Remuneration Rs. 75,60,000/-

iii. Stakeholder Relationship Committee:

The Stakeholder and Relationship Committee of the Board of Directors meets the criteria laid down under Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligation Disclosure Requirements) Regulation, 2015. The Stakeholder and Relationship Committee presently comprises of 3 (Three) members. Mr. Manish Naik is Chairman of the committee.

During the year, the committee met 1 (one) time i.e. 23 rd March, 2026. The Composition of the Stakeholder and Relationship Committee and the attendance of the members at the meeting held are as follows:

Sr. No. Particulars Designation Category No. of Meeting attended
1 Mr. Manish Naik Chairman Independent Director 1
2 Mr. Kiran Rege Member Independent Director 1
3 Mr. Rakesh Dhar Dubey Member Whole Time Director 1

The terms of reference to the Stakeholder Relationship Committee inter alia includes:

The Committee inter alia oversees the redressal of Member and investor complaints / requests for transmission of shares, sub-division and consolidation of share certificates, issue of duplicate share certificates, requests for dematerialization and rematerialization of shares, non-receipt of declared dividend and non-receipt of Annual Report. It also recommends measures for improvement in investor services. The Committee also keeps a close watch on the performance of Bigshare Services Private Limited, the Registrar & Share Transfer Agents (RTA) of the Company. The Committee also reviews various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/ annual reports / statutory notices by the Members of the Company. The Committee meets as often as is necessary for resolution of important matters within its mandate.

Details of complaints received and resolved during the year:

Complaints pending as on April 1,2025 NIL
Number of Share holders\u2019 complaints received during the year NIL
Number of complaints resolved during the year NIL
Number of complaints not solved to the satisfaction of shareholders NIL
Number of pending complaints as on March 31,2026 NIL

The above table includes Complaints received from SEBI SCORES/ NSE by the Company

14. INDEPENDENT DIRECTORS MEETING:

Pursuant to the provisions of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of Independent Directors is required to be held during the financial year to, inter alia, review the performance of the Board, its committees, and the Chairperson, and to assess the quality, quantity, and timeliness of the flow of information between the Company management and the Board.

The Company is in the process of identifying and appointing qualified Independent Directors in order to comply with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.

15. BOARD EVALUATION:

The Board has adopted a formal mechanism for evaluating its own performance as well as that of its Committees and individual Directors, including the Chairman of the Board. The evaluation process was carried out through a structured framework covering various aspects of the Boards functioning such as the composition of the Board and its Committees, experience and competencies, performance of specific roles and responsibilities, level of engagement at meetings, independent judgment, and governance practices.

16. BOARD FAMILIARISATION AND TRAINING PROGRAMME:

The Board is regularly updated on changes in statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risk universe applicable to your Companys business. These updates help the Directors in keeping abreast of key changes and their impact on your Company. An annual strategy retreat is conducted by your Company where the Board provides its inputs on the business strategy and long- term sustainable growth for your Company. Additionally, the Directors also participate in various programmes /meetings where subject matter experts apprise the Directors on key global trends.

17. DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-26.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the year;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

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

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. During the year, such control was tested and no reportable material weakness in the design or operation was observed.

19. CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of Section 135 of Companies Act, 2013 and the rules made thereunder, every company having the Net worth of Rs. 500 Crores or more or Turnover of Rs. 1000 Crores or more or Profit After Tax is Rs. 5 Crores or more at the end of the financial year should enter into Corporate Social Responsibility (CSR). Pursuant to this provision Company has constituted the CSR committee and this Committee has developed and implemented policy.

Composition of Corporate Social Responsibility Committee:

Sr. No. Name of the Member Designation
1. Mr. Vimal Dhar Lalta Prasad Dubey Chairman
2. Mr. Manish Shashikant Naik Member
3. Mr. Rakesh Dhar Dubey Member

During the year 1 (One) Committee Meeting were held by the Company on 24 th December, 2025.

The details as per the provisions of Rule 8 of Companies (Corporate Social Responsibility) Rules, 2014 is annexed herewith and marked as Annexure B.

20. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a Annexure C.

21. CORPORATE GOVERNANCE:

Pursuant to Regulation 27 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 a Report on Corporate Governance Report is not applicable to the Company as the Company is Listing on 08th December 2025 on the NSE Emerge Portal.

22. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as on 31 st March, 2026 is available on the Companys website .

23. RELATED PARTY TRANSACTIONS

In accordance with the relevant provisions of the Act and rules framed thereunder and Regulation 23 of the SEBI Listing Regulations, the Company has in place a Related Party Transaction (RPT) Policy. All related party transactions (RPT) entered into during the financial year 2025-26 were in accordance with the Companys RPT Policy and on an arms length basis and in the ordinary course of business.

All RPTs are placed before the Audit Committee and the Board for approvals pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, company has filed half yearly reports to the stock exchanges, for the related party 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 FY 2026 and hence, does not form part of this report.

24. STATUTORY AUDITORS & AUDITORS REPORT:

Pursuant to the provisions of Section 139 of the Act, M/s. Karia & Shah, Chartered Accountants (ICAI Firm Registration No. 117776W) are the Statutory Auditors of the Company, as per their appointment at the AGM of the Company held on 30 th September,2025 for a period of 5 (five) years.

The requirement of seeking ratification of members for continuing the appointment of Statutory Auditors at every AGM was withdrawn by the Companies (Amendment) Act, 2017 w.e.f. 07 th May, 2018.

M/s. Karia & Shah, Chartered Accountants have confirmed that they are eligible and are in compliance with the provisions specified under Section 141(3)(g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014. The Report of the Statutory Auditor forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.

25. SECRETARIAL AUDITORS & AUDITORS REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the rules made thereunder, M/s. Nishant Bajaj & Associates, Practicing Company Secretaries, undertook the Secretarial Audit of your Company for the financial year 2025-26. The Secretarial Audit Report for the year under review is provided as Annexure-D to this Report.

Further, pursuant to the amended Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and subject to the approval of the members at the ensuing Annual General Meeting, M/s. N N J & Co., Practicing Company Secretaries, shall be appointed as the Secretarial Auditor of the Company for the first term of five consecutive financial years commencing from FY 2026-27 and continuing up to FY 2030-31 .

M/s. N N J & Co., Practicing Company Secretaries, has confirmed that it is eligible for appointment as Secretarial Auditor and is not disqualified from being appointed as Secretarial Auditor of the Company.

26. INTERNAL AUDITORS & AUDITORS REPORT:

The Board, upon the recommendation of the Audit Committee, has appointed M/s. R. S. Bindra & Co., as the Internal Auditor of the Company for financial year 2025-2026.

The observations made in the Internal Auditors Report are self-explanatory and therefore do not call for any further comments.

27. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report and is marked as Annexure E to this Report.

28. SEXUAL HARASSMENT POLICY:

The Companys goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to make the workplace a safe environment, the Company has set up a policy on prevention of sexual harassment in line with the requirements of the Sexual harassment of the women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). Further the company has complied with the Provision under the POSH Act relating to the Framing of an anti sexual Harassment policy and the constitution of an Internal Committee.

The Company has not received any complaints of work place complaints, including complaints on Sexual harassment during the Year under review OR the following is a summary of complaints received and resolved during the reporting period.

a. Number of complaints of Sexual Harassment received in the Year Nil
b. Number of Complaints disposed off during the year Nil
c. Number of cases pending for more than ninety days Nil

29. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Companys Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Companys website at the .

30. LISTING ON STOCK EXCHANGE:

The Company shares are listed on the NSE Ltd 08 th December, 2025. The shares of the Company are traded at The NSE Ltd having Nation-wide terminals.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO ETC .

Conservation of Energy:

The Board has nothing to report under this. However, the company is taking adequate steps to see that the energy used by the company is the minimum under the given circumstance.

Technology Absorption:

The Board has nothing to report under the head technology absorption.

Foreign Exchange Earnings and Outgo:

During the year, the total foreign exchange used was NIL (previous year Nil) and the total foreign exchange earned was NIL (previous year Nil).

32. CYBER SECURITY:

In view of increased cyber-attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companys 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.

33. CODE OF CONDUCT:

The Company has adopted a Code of Conduct (Code) to regulate, monitor and report trading in Companys shares by Companys 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 Companys shares and sharing Unpublished Price Sensitive Information (UPSI).

The Code covers Companys 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. The employees undergo a mandatory training/ certification on this Code to sensitize themselves and strengthen their awareness.

34. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its securities lying in demat/unclaimed suspense account arising out of public/bonus/right issues as at 31 st March, 2026. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.

35. MATERIAL CHANGES AND COMMITMENTS:

During the year under review and till the date of this Report, the following material changes and commitments have occurred:

i. Preferential Issue:

Allotment of 24,408 Equity Shares on a Preferential Basis for Consideration other than Cash at an Issue Price of Rs. 8,292/- (which includes Rs.10/- as Face Value and Rs. 8,282/- as a Security Premium).

ii. Bonus Issue:

Company has Capitalised a sum of Rs. 17,28,77,040/- out of Reserve of the Company for the issue and allotment of 1,72,87,704 Bonus Shares in the Ratio of 1:63 i.e. issue of Sixty-Three new share of the face value of Rs. 10/- each for every one existing share of Rs. 10/- each held by Shareholder.

iii. Initial Public Offer (IPO):

Company successfully completed its Initial Public Offer (IPO) comprising a Fresh Issue of 64,85,000 Equity Shares of face value Rs. 10 each. Pursuant thereto, the Board approved the allotment of 64,85,000 Equity Shares at an issue price of Rs. 132 per Equity Share (including a premium of Rs. 122 per Equity Share). The Equity Shares of the Company were subsequently listed and admitted to trading on the National Stock Exchange of India Limited on 08 th December, 2025.

iv. Increase in Authorised Share Capital:

The Members of the Company, at the Extra Ordinary General Meeting held on 29 th May, 2025, had approved the increase in the Authorised Share Capital of the Company from Rs. 22.00 Crores to Rs. 24.50 Crores.

36. MATERNITY BENEFITS COMPLIANCES:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder. The Company has ensured that all eligible women employees are provided with maternity benefits and other entitlements as prescribed under the Act. The Company remains committed to providing a safe, supportive, and inclusive work environment for its women employees.

37. RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, dg event, financial, human, environment and statutory compliance.

38. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the regulators and/or courts or tribunals during the year.

39. COMPLIANCE OF ACCOUNTING STANDARDS:

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

40. COMPLIANCE OF 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.

41. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

42. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT IN ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

43. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the audit committee and/or board under Section 143(12) of Act and Rules framed thereunder.

44. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT, 2013:

The Company has used accounting software for maintaining its books of account for the Financial Year ended 31 st March, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the Year for all relevant transactions recorded in the Software.

Further during the course of our audit we did not come across any instance of audit Trail feature being tampered with.

45. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATON) RULES 2014- RULE 9 OF THE COMPANIES ACT, 2013:

In Accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the Company to designate a responsible individual for ensuring compliance with statutory obligations.

The Company Secretary of the company has appointed by the Board of Director as the Designated Person under this rules.

46. APPRECIATION:

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Cooperation extended to the Company by all valued customers and bankers of the Company.

Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the employees at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.

ANNEXURE A to the Board Report Form AOC- 1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries or associate companies or Joint ventures

Part A Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs. lakhs)

1. Number of Subsidiaries -

1. CIN/ any other registration number of Subsidiary Company U72200MH2016PTC283798 U46201MH2024PTC436033 AAK-5101
2. Name of the Subsidiary Comfort Techno Services Private Limited Clear Secured Ventures Private Limited Barfi Steels LLP
3. The date since when subsidiary was acquired 22 nd April, 2025 17 th December, 2024 06 th September, 2017
4. Provisions pursuant to which the Company has become a Subsidiary (Section 2(87)0)/ Section 2(87)(ii)) Section 2(87)(ii) Section 2(87)(ii) Section 2(87)(ii)
5. Reporting period for the subsidiary concerned, if different from the holding companys reporting period. 01 st April, 2025 to 31 st March, 2026 01 st April, 2025 to 31 st March, 2026 01 st April, 2025 to 31 st March, 2026
4. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries. INR INR INR
5. Share capital 2 5 300
6. Reserves and surplus 344.06 266.41 -453.93
7. Total assets 4,621.51 3464.37 2811.34
8. Total Liabilities 1,177.45 3192.96 1708.45
9. Investments 650.32 0.00 -
10. Turnover 23,523.74 16006.53 3672.70
11. Profit before taxation 1,765.03 356.01 (142.59)
12. Provision for taxation 481.37 89.60 -
13. Profit after taxation 1,325.07 266.41 (98.10)
14. Proposed Dividend - 0.00 -
15. Extent of shareholding (in percentage) 100% 100% 99.90%

1. Names of subsidiaries which are yet to commence operations - 0

2. Names of subsidiaries which have been liquidated or sold during the year- 0

Part B Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

3. Number of Associate / Joint Venture - 0

4. Number of Associates or Joint Ventures which are yet to commence operations - 0

5. Number of Associates or Joint Ventures which have been liquidated or have ceased to be associate or Joint Venture sold during the year - 0

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