Globesecure Technologies Ltd Directors Report

To

The Members,

GLOBESECURE TECHNOLOGIES LIMITED

Your Directors have pleasure in presenting the Tenth Annual Report of the Company together with the Audited Financial Statement(s) of the Company for the year ended March 31, 2025.

1. Financial Results:

Rupees in lakhs

Particulars	2024-2025	2023-2024
Gross Income	1,692.12	2,501.00
Deduction there from:
Cost of Material consumed	1,263.49	1,244.07
Increase/Decrease in Stock	41.06	490.74
Employee Benefit Expense	308.92	239.73
Finance Cost	94.70	101.03
Depreciation	86.85	105.57
Other Expenses	193.57	172.37
Total Expenditure	1,988.59	2,353.52
Profit before tax	(296.48)	147.96
Less:
Current Tax	-	61.90
Deferred Tax	(9.42)	(15.07)
Profit after tax	(287.06)	101.13
EPS	(2.16)	1.11

2. Financial Performance:

Total Income

Total Income decreased from Rs 2,501.00 Lakhs in year ended March 31, 2024 to Rs 1,692.12 Lakhs in year ended March 31, 2025 with a resultant decrease of 32.34% in year ended March 31, 2025 mainly due to decrease in the revenue from operations and other operating revenues and other income.

The increase in Employee Benefit Expenses during the year was primarily due to the Companys strategic investment in human capital, with enhanced recruitment and compensation aimed at attracting and retaining skilled professionals, strengthening service delivery, and building long-term capabilities. While this has temporarily increased costs, the Company believes such investments will yield sustainable growth, improved efficiency, and enhanced client satisfaction in the future.

3. Business Outlook:

During the year under review, your Company has strategically invested in strengthening its talent pool and expanding its capabilities to meet the growing demand for advanced Cyber Security Solutions. While these investments have impacted profitability in the short term, they are expected to yield long-term benefits by positioning the Company for sustainable growth.

The cyber security industry continues to present vast opportunities, and with our enhanced team strength and focus on innovation, your Company is well-prepared to capitalize on future prospects and deliver improved performance in the coming years.

4. Reserves and Surplus:

The Board of Directors wish to state that during the year under review, due to the losses incurred, no amount has been transferred to the Reserves and Surplus of the Company.

5. Change in the Nature of Business:

During the year there was no change in main business activity of the Company.

6. Dividend:

The Directors have not recommended dividend on equity shares for the year under review.

7. Subsidiary Companies and Joint Venture:

During the year, Company do not have any Subsidiary Companies or Joint Venture.

8. Share Capital:

During the year under review, the Company has made a Rights Issue of 68,31,000 (Sixty- Eight Lakhs Thirty-One Thousand) Equity Shares having a face value of Rs10/- (Rupees Ten only) each at an issue price of Rs40/- (Rupees Forty only) per Equity Share (including a premium of Rs30/- per Equity Share) on a rights basis to the eligible equity shareholders of the Company. The Rights Issue was made in the ratio of 3 (Three) Equity Shares for every 4 (Four) Equity Shares held.

The said allotment is pursuant to the Letter of Offer dated July 5, 2024 and the finalization of Basis of Allotment in consultation with the Registrar to the Issue and the National Stock Exchange of India Limited (the Designated Stock Exchange for the Issue).

Consequent to the said allotment, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stands as follows:

Particulars	No. of Shares	Amount in Rs
Equity Shares of Rs10/- each (fully paid-up)	1,59,39,349	15,93,93,490

9. Public Deposits:

The Company has not accepted any deposit during the period started from 1st April 2024 to 31st March 2025.

10. Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013:

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements as on March 31, 2025 and part of annual report.

11. Details of Directors and Key Managerial Personnel:

As on 31st March 2025, there were 4 (Four) Directors in your Company.

Sr. no. Name	DIN	Category	Designation
1 Mr. Ragavan Rajkumar	02002480	Executive	Managing Director
2 Ms. Sonam Ragavan	08789592	Executive	Executive Director
3 Mr. Sushilkumar Agrawal	00400892	Non Executive	Independent Director
4 Mr. Gopala Ramaratnam	09273100	Non Executive	Independent Director
5 Mr. Asheesh Chatterjee*	05135647	Non Executive	Independent Director

*Resigned on June 25, 2024

None of the directors are disqualification under section 164(1) of Companies Act, 2013.

During the year under review, the following persons were designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder:

Sr. no. Name	Designation
1 Mr. Saravanan Narayanasamy	Chief Executive Officer
2 Mr. Amit Das	Chief Financial Officer
3 Ms. Heta Desai	Company Secretary

Change in Board of Directors during financial year 2024-25:

There is no change in the Board of Directors of the company during the year under review. However, Mr. Asheesh Chatterjee resigned from the Board of Directors on June 25, 2024 due to his personal reasons as mentioned in the resignation letter.

Directors liable to retire by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Ms. Sonam Ragavan (Executive NonIndependent Director) (DIN: 08789592) is liable to retire by rotation and being eligible, seeks re-appointment at the ensuing AGM. Ms. Sonam Ragavan is not disqualified under Section 164(2) of the Companies Act, 2013. Board of Directors recommends his reappointment in the best interest of the Company.

The Notice convening forthcoming AGM includes the proposal for re-appointment of aforesaid Director. A brief resume of the Director proposed to be re-appointed, nature of his experience in specific functions and area and number of listed companies in which he holds Membership/Chairmanship of Board and Committees, shareholdings and interse relationships with other Directors as stipulated under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) are provided in the ‘Annexure to the Notice of AGM forming part of the Annual Report.

12. Details of Committees of the Board:

At present, the Board has following three (3) Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

The Composition of the Committees and relative compliances, are in line with the applicable provisions of the Companies Act, 2013 read with the Rules and Listing Regulations.

13. Policy on Directors appointment and remuneration:

The Nomination and Remuneration Committee is entrusted with the responsibility of identifying and ascertaining the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommending their appointment for the consideration of the Board.

The Company has drawn up Nomination and Remuneration policy in line with the requirement of Section 178 of the Companies Act, 2013. The Policy inter alia provides that a person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient/ satisfactory for the concerned position. Details of the policy are available on the Companys website www.globesecure.in

14. Vigil Mechanism / Whistle Blower Policy:

The Company has a Vigil Mechanism cum Whistle Blower Policy (‘Vigil Mechanism) in place. The Vigil Mechanism is a system for providing a tool to the employees of the Company to report violation of personnel policies of the Company, unethical behaviour, suspected or actual fraud, violation of code of conduct. The Company is committed to provide requisite safeguards for the protection of the persons who raise such concerns from reprisals or victimization.

The Policy provides for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Board of Directors affirm and confirm that no employee of the Company has been denied access to the Committee. Details of the Vigil Mechanism are available on the Companys website www.globesecure.in

15. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace:

The Company is committed to provide a healthy environment to all employees and thus does not tolerate any sexual harassment at workplace. The Company has in place, "Policy on Prevention, Prohibition and Redressal of Sexual Harassment.” The policy aims to provide protection to employees at the workplace and preventing and redressing complaints of sexual harassment and it covers matters connected or incidental thereto.

The Company has not received any complaint of sexual harassment during the financial year 2024-2025.

16. Compliance with Maternity Benefit Act, 1961:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

17. Gender-wise Composition of Employees:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 6 Female Employees: 3 Transgender Employees: None

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

18. Details of Application made or any proceeding pending under The Insolvency and Bankruptcy Code, 2016:

During the year under review, the Company received a notice under the Insolvency and Bankruptcy Code, 2016. Subsequent to the end of the financial year on March 31, 2025, but prior to the signing of this Boards Report, an application filed with the National Company Law Tribunal (NCLT) in respect of the notice was dismissed.

Accordingly, as on the date of this Report, no proceedings are pending against the Company under the said Act. The Board of Directors continues to monitor regulatory developments and ensure full compliance with applicable laws.

19. Adequacy of Internal Financial Controls with reference to the Financial Statements.

The Company has devised appropriate systems and framework for adequate internal financial controls with reference to financial statements commensurate with the size, scale and complexity of its operations including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework, risk management framework.

The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. In case weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls.

Further, the Board annually reviews the effectiveness of the Companys internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company.

A report of the Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is included in the Auditors Report.

20. Number of Board Meetings:

The Board of Directors of the Company met 8 (Eight) times during the year under review, in compliance with the provisions of the Companies Act, 2013 and the rules made thereunder. The meetings were held on May 15, 2024; July 23, 2024; August 22, 2024; September 3, 2024; October 25, 2024; November 14, 2024; February 10, 2025; and March 23, 2025.

The intervening gap between any two Board Meetings was within the period prescribed under the Companies Act, 2013 and in conformity with Secretarial Standard-1 issued by the Institute of Company Secretaries of India (ICSI). The prescribed quorum was present at all the meetings. The Directors of the Company actively participated and contributed valuable guidance and insights on the matters placed before the Board from time to time.

The details of the meetings held during the year are as under:

S. No. Name of the Directors	Category	No. of meeting s held	No. of meeting s attended	Last AGM attendan ce
1. Mr. Ragavan Rajkumar	Managing Director	8	8	Present
2. Ms. Sonam Ragavan	Director	8	8	Present
3 Mr. Sushilkumar Agrawal	Independent Director	8	8	Present
4. Mr. Gopala Ramaratnam	Independent Director	8	8	Present
5. Mr. Asheesh Chatterjee*	Independent Director	8	1	NA

*Resigned on June 25, 2024

21. Meetings of the Members:

The Last i.e. the 9th Annual General Meeting of the Company for the financial year 20232024 was held on September 30, 2024.

Particulars of the Extra-Ordinary General Meeting of the Company held during the year:

There was no Extra Ordinary General Meeting held during the year.

22. Annual Evaluation of Board Performance:

Pursuant to the Provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors in their separate meeting who also reviewed the performance of the Board as whole.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure for the performance evaluation of the Board of Directors.

The Boards functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board Structure and Composition, effectiveness of Board process, information and functioning.

The Directors were evaluated on aspects such as attendance and contribution at Board Meeting and guidance/support to the management outside Board/Committee Meetings.

In addition, the Chairman was also evaluated on Key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement of all Board Members. Evaluation of Independent Directors was done by the Entire board.

23. Particulars of Loans, Guarantees and Investments:

Particulars of Loans & Investment as required under Section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 are given in Notes forming part of Financial Statements. There is no Guarantees given during the year under review.

24. Particulars of contracts or arrangements with related parties:

The Company does have transactions with related party in terms of Section 188 of the Companies Act, 2013. Hence, the disclosure required to be provided under Section 134(3) (h) of the Companies Act, 2013, in Form AOC - 2 is applicable is furnished as Annexure I to this report.

The Disclosures as required under Accounting Standard - 18 (AS-18) "Related Party Disclosures” notified under Rule 7 of the Companies (Accounts) Rules, 2014 have been provided in the Notes forming part of the Financial Statements.

25. Declaration of Independent Directors:

The Independent Directors have submitted their disclosures/ declarations to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

26. Directors Responsibility Statement:

The Board of Directors of the Company confirms:

(I) that in the preparation of the annual accounts for the year ended 31^st March, 2025 the applicable Accounting Standards have been followed.

(ii) that the Directors 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 the financial year and of the profit of the Company for the year under review.

(iii) that the Directors have taken proper and sufficient care 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) that the Directors have prepared the annual accounts for the year ended 31^st March, 2025 on a ‘going concern basis.

(v) that the Directors have laid down internal financial control and that such internal financial control are adequate.

(vi) that the Directors have devised proper system to ensure compliance with the Provisions of all applicable laws.

27. Disclosures Relating to Remuneration of Directors, Key Managerial Personnel and Particulars of Employees:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ Employees of your Company is appended in Annexure II forming part of this Report.

28. Extract of Annual Return:

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in form MGT 7 will be available at website of the Company at www.globesecure.in.

29. Disclosure of Particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Informations as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given in Annexure- III forming part of this Report.

30. Corporate Governance:

Since the Companys securities are listed on EMERGE SME Platform of NSE, Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are not applicable to the Company. Hence Corporate Governance does not form part of this Boards Report.

31. Management Discussion and Analysis Report:

A report in the form of Management Discussion and Analysis Report is annexed hereto as Annexure IV and forms part of this Report.

32. Auditors

a) Statutory Auditors

The Shareholders had appointed M/s. Kumbhat & Company LLP, Chartered Accountants, as the Statutory Auditors of the Company for a term of 5 (Five) years till the conclusion of the 11^th Annual General Meeting of the Company to be held in the year 2026 at a remuneration as may be mutually agreed upon between the said Auditors and Board of Directors of the Company.

b) Secretarial Auditor and Secretarial Audit Report

The Company has appointed M/s. M S Pitroda & Company, Practicing Company Secretaries, to carry out Secretarial Audit for the Financial Year 2024-25. The Annual Secretarial Audit Report (MR 3) is attached as Annexure V to this Board Report.

c) Internal Auditors

The provisions of Section 138(1) of Companies Act, 2013 are applicable to Company and Company has appointed M/s. R G G R and Associates LLP, Practicing Chartered Accountants, to carry out Internal Audit for the Financial Year 2024-25.

33. Reporting of Frauds:

During the year under review, there have been no frauds reported by the Statutory Auditors of the Company under sub-section (12) of Section 143 of the Act.

34. Secretarial Auditors Report and Observations:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made thereunder, the Board has appointed M/s. M S Pitroda & Company as the Secretarial Auditor of the Company. The Secretarial Audit Report in Form MR-3 for the financial year 2024-25 forms part of this Report as Annexure V. The observations made by the Secretarial Auditor and the Boards comments thereon are as under:

A) Delay in filing Form MGT-14:

The Company has delayed filing Form MGT-14 by 17 (seventeen) days for the resolution passed in the meeting held on October 25, 2024. The delay was inadvertent, and the Company has since completed the filing. Necessary measures are being taken to strengthen compliance monitoring to avoid recurrence.

B) Delay in submission under SEBI (SAST) Regulations and SEBI (PIT) Regulations:

There was a delay in submitting disclosures under Regulation 29 of SEBI (SAST) Regulations, 2011 and Form C under SEBI (PIT) Regulations due to belated receipt of intimation by the Company. The Company has noted the lapse and put in place a mechanism to ensure timely compliance in future.

C) Observation in Form DPT-3 filing:

It was observed that the Company had inadvertently repaid an excess amount against the loan borrowed from a Managing Director. The Company has acknowledged the same and is in the process of rectifying the discrepancy in compliance with the provisions of the Companies Act, 2013.

35. Material Changes and Commitments, if any, Affecting the Financial Position of the Company:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year on March 31, 2025 and the date of this Report, except the following:

a) During the year, the Company successfully completed a Rights Issue of 68,31,000 Equity Shares of face value Rs10/- each at a price of Rs40/- per Equity Share (including a premium of Rs30/- per Equity Share) in the ratio of 3:4 to the eligible shareholders, thereby strengthening the capital base of the Company.

b) The Company has continued to invest in employee recruitment and business expansion, which has resulted in a loss for the year under review; however, these investments are expected to yield long-term benefits.

36. Other Disclosures/Reporting:

Your Directors further state that during the year under review:

a) There are no qualifications, reservation or adverse remark or disclaimer made by the Statutory Auditors in their Report.

b) Personnel:

Your Company continued to enjoy warm and healthy relations with its employees at all locations. Your Directors take this opportunity to record their appreciation for the significant outstanding contribution made by the employees at all levels.

37. Website:

Pursuant to Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website at www.globesecure.in. which provides comprehensive information about the Company. The website contains details such as Policies of the Company, Financial Results, Annual Reports, shareholding patterns, and details of the designated officials responsible for assisting and handling investor grievances, along with other relevant information for the benefit of stakeholders.

38. Acknowledgement:

Your Directors express their deep gratitude for the co-operation and support extended to the Company by its Members, Customers, Suppliers, Bankers and various Government agencies.

For and on behalf of the Board
GLOBESECURE TECHNOLOGIES LIMITED
Ragavan Rajkumar	Sonam Ragavan
Chairman & Managing Director	Director
(DIN:02002480)	(DIN:08789592)
Date: September 4, 2025
Place: Mumbai