SecUR Credentials Ltd Directors Report

To,

The Members,

SecUR Credentials Limited.

Raikar chambers Office no. 605, 6th Floor, Govandi East, suburban deonar kurla, Mumbai, Maharashtra, India, 400088

Your Directors are pleased to present their 24 th Annual Report together with the Audited financial statements of your Company for the year ended 31 st March, 2025.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Particulars	F.Y. 2024 - 25	F.Y. 2023-24
Revenue From Operations	55.24	2,812.89
Other Income	26.02	573.66
Total Income	81.26	3,386.55
Total Expenses	885.39	4,069.99
Profit/(loss) before tax	- 804.13	-683.44
Prior Period Tax	-	-295.43
Current tax	-	-
Deferred tax	-	-142.50
Total Tax expense	-	-437.94
Profit/(loss) after tax	-804.13	-245.50
Earnings per share (EPS)
Basic	1.96	-0.60
Diluted	1.96	-0.60

2. REVIEW OF BUSINESS OPERATION/ STATE OF COMPANIES AFFAIRS

During the year under review, the Company has earned a Total Revenue of Rs. 81.26 lakhs as compared to Rs. 2812.89 lakhs in the previous year. The Company has incurred the Net Loss of Rs. 804.13 lakhs as compared to Net loss of Rs. 245.50 lakhs in the previous year.

3. TRANSFER TO THE RESERVES

Your directors do not propose any amount to be transferred to the Reserves for the year ended 31 st March 2025.

4. DIVIDEND

During the financial year, your Company does not declare any dividend for the year 2024 - 25.

5. CHANGE IN NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of business of the Company.

6. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, confirm that-

a) In the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure;

b) Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) Proper and sufficient care has been taken 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;

d) The annual accounts have been prepared on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year under review, the Company was not required to transfer any funds to the Investor Education and Protection Fund as per the provisions of Section 125 of the Act.

8. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report.

9. SHARE CAPITAL

During the year under review, there were no further public issue, rights issue or preferential issue held in the Company. The Company has not issued shares with differential voting rights or sweat equity shares during the year.

10. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

No contracts / arrangements / transactions entered into with the related parties during the year .

11. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

Since, your company is neither having any subsidiaries or associate companies nor has entered into any joint ventures with any other company, the provision is not applicable.

12. CONSOLIDATED FINANCIAL STATEMENT

Since the Company does not have any subsidiary, associate company or joint venture within the meaning of the provisions of the Companies Act, 2013 and the applicable accounting standards.

Accordingly, the requirement of preparing Consolidated Financial Statements as prescribed under

Section 129(3) of the Companies Act, 2013 read with the applicable provisions of the

Ministry of Corporate Affairs does not apply to the Company for the financial year ended 31 st March, 2025.

Therefore, the Company has prepared only the Standalone Financial Statements for the financial year during the period under review.

13. CORPORATE GOVERNANCE REPORT

In terms of Regulation 34(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Corporate Governance Report, and the Auditors Certificate regarding Compliance to Corporate Governance requirements and attached as Annexure-V forming part of this Directors Report.

14. LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements.

15. PUBLIC DEPOSIT

During the financial year 2024-2025, your Company has not accepted any fixed deposits within the meaning of section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

16. CONSERVATION OF ENERGY

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as under.

(A) Conservation of Energy:

The production and manufacturing activities are not carried on by the Company and due to that no usage of energy. Hence, no steps are taken by the Company for conservation of energy.

(B) Technology Absorption:

The company has not imported any technology during the year and as such there is nothing to report.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment:

During the Financial year, none of the Directors were appointed during the period under review.

Directors retiring by rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mr. Ashish Ramesh Mahendrakar who retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting of the Company.

Resignation:

During the Financial year, Mr. Rahul Belwalkar (DIN: 02497535) has resigned from w.e.f. 17 th June, 2024 as Managing Director of the Company, Due to interim order of SEBI.

Mr. Prateek Jain (DIN: 08611660) has tendered his resignation as Independent Director of the Company with effect from close of business hours on 18 th June, 2024, Citing Personal Reasons and Commitments.

Mr. Jaykishan Dineshbhai Darji (Din:09663640) has tendered his resignation as Independent Director of the company with effect from close of business hours on 18th June, 2024, citing personal reasons and commitments/engagements

Appointment

The Board of Directors at its meeting held on 24 th June, 2024 appointed Mr. Bhimsen Vishwanath Pawar (DIN: 05357248) as Additional Directors designated as an Executive Director on the Board of Directors of the Company w.e.f. June 24, 2024.

Ms. Stuti Pareek as the Company Secretary and Compliance Officer of the company with effect from 24th June, 2024 and has resigned from her position as the Company Secretary of the Company.

Pursuant to the provisions of section 203 of the Companies Act, 2013, the current Key Managerial Personnel (KMPs) of the Company are:-

1. Mr. Ashish Ramesh Mahendrakar - Chief Financial Office & Executive Director

2. Mr. Bhimsen Vishwanath Pawar - Executive Director

3. Ms. Shireen Mohd Haneef Khan - Non-Executive - Independent Director

4. Mr. Amit Kumar Bharti - Non-Executive-Independent Director

5. Ms. Stuti Pareek - Company Secretary and Compliance Officer

18. DISCLOSURE BY INDEPENDENT DIRECTORS

Your Company has received declarations from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

The Board has reviewed integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year; and The Board has confirmed that the independent directors fulfill the conditions specified in the SEBI Listing Regulations and are independent of the management.

19. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its committees as well as performance of Directors individually through internally developed questionnaire on performance evaluation.

The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee

meetings.

The performance evaluation of Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Non-Executive Directors and Chairman of the Company was also carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

20. MEETING OF THE BOARD OF DIRECTORS

Composition of the Board of Directors of the Company is in conformity with the requirements of Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board meets at regular intervals to discuss on Companys Business policy/strategy apart from other business of the Board. The details pertaining to number of Board Meetings held during the financial year under review set out in the Corporate Governance Report.

21. COMMITTEES OF THE BOARD

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Director Report and Corporate Governance Report, as a part of this Annual Report.

22. RISK MANAGEMENT

The management continuously assess the risk involved in the business and all out efforts are made to mitigate the risk with appropriate action. The risk management framework of the Company is appropriate compared to the size of the Company and the environment under which the Company operates..

23. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act,2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure-III.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, and forming part of Directors Report for the year ended 31st March, 2024 is given in a separate

annexure to this report. The said annexure is not being sent along with this report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013.

24. CORPORATE GOVERNANCE REPORT

In terms of Regulation 34(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Corporate Governance Report, the Management Discussion & Analysis Statement, and the Auditors Certificate regarding Compliance to Corporate Governance requirements are part of this Annual Report.

25. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return of the Company as on 31 st March, 2025 is available on the website of the Company at

26. DISCLOSURE RELATING TO REMUNERATION AND NOMINATION POLICY

In accordance with the provisions of Section 134 and Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, the Company has formulated nomination and remuneration policy to provide a framework for remuneration of members of the Board and Senior Management Personnel of the Company.

The details of this policy are explained in Corporate Governance Report. No changes were made in nomination and remuneration policy during the financial year under review.

The details of this policy are explained in Corporate Governance Report. No changes were made in nomination and remuneration policy during the financial year under review.

The NRC Policy can be accessed on the website of the Company a

27. IGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted a whistle blower mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the Companys code of conduct. The policy provides direct access to the chairman of the audit committee to the whistle blowers. No one was denied access to the same. The Policy is disclosed on the website of the Company at

28. STATUTORY AUDITOR

Upon recommendation of the Audit Committee and Board of Directors, M/s. JPMD & Associates., Chartered Accountants (ICAI Firm Registration No. 133085W} were appointed at the Annual General Meeting of the Company held on 03rd April, 2026 and shall hold office until the conclusion of the ensuing Annual General Meeting to be held in the year 2027, pursuant to section 139 & 142 of the Companies Act, 2013 read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014.

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The audit report contain Few qualifications in the financial statements of the Company for the financial year ended on 31st March, 2025

29. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has now appointed M/s. Ankit Singhal and Associates as the Secretarial Auditors of the Company for conducting audit for Financial Year2024-25. Secretarial Audit Report in Form MR-3 given by Ankit Singhal & Associates, Practicing Company Secretaries has been provided in an Annexure-I which forms part of the Directors Report.

There is no qualification, reservation or adverse remark made in their Secretarial Audit Report submitted to the Company.

30. EXPLANATION TO AUDITORS REMARKS IN AUDITORS REPORT

I. Remarks in Statutory Audit Report and reply by management-

II. Remarks in Secretarial Audit Report and reply by management-

1. There were many instances where Company has given late intimation(s) and disclosures to the Stock Exchange and made delay in Compliances pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.

2. During the year under review, the Company delayed in filing the Corporate Governance Report as required under Regulation 27 of the SEBI Listing Regulations.

3. The Company has not updated Website as per the provisions Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 and Companies Act, 2013.

4. The company has also not paid the Annual Listing Fees for the financial year.

5. The company does not have optimum combination of Board of Directors as per Companies Act, 2013

6. The Company was not in Compliance of provision of Regulation 47 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, in respect of publishing of Newspaper advertisement of Financial Results and Notice given to shareholder.

Reply by management-

The Company is taking necessary corrective measures and is in the process of complying with the pending applicable regulatory requirements.

28. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2024 - 25 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Secretarial Compliance Report for the financial year 2024-25, does contain Few qualification, reservation or adverse remark. The Secretarial Compliance Report has been provided in an Annexure- II.

29. COST AUDITOR

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company hereby confirms that the financial provisions is not applicable, hence your company needs not required to appoint cost auditor for 2024-25.

30. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the year, an interim order dated 13 June 2024 was passed by the Securities and Exchange Board of India in the matter of the Company. Subsequently, SEBI issued a confirmatory order dated 9 September 2024, confirming the directions contained in the interim order. The Company has submitted its responses and is cooperating with the regulatory authorities in the matter. The management continues to take appropriate steps to ensure compliance with applicable laws and regulations and will take necessary actions based on further directions issued by the regulator.

31. SUSPENSION OF TRADING

The trading in the securities of the Company was suspended by NSE Limited and BSE Limited (Stock Exchanges) due to non-payment of Annual Listing Fees and non-submission of financial results / noncompliance with listing requirements.

The Board of Directors taking necessary corrective measures and is in the process of complying with the applicable regulatory requirements for revocation of the suspension.

32. FRAUD REPORTING

During the year, no fraud whether actual, suspected or alleged was reported to the Board of Directors.

33. PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding. All employees (permanent, on probation, contractual, temporary, and employees on third party payroll) are covered under this Policy. Entire staff in the Company is working in a most congenial manner and there are no occurrences of any incidents of sexual harassment during the year. During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follows:

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

34. CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on the reasonable assumption, the actual results might differ.

35. GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:

a. Material changes and/ or commitments that could affect the Companys financial position, which have occurred between the end of the financial year of the Company and the date of this report.

b. Significant or material orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and Companys operations in future.

c. Frauds reported as per Section 143(12) of the Companies Act, 2013.

d. The details of application made or any p

e. roceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year; and.

f. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

36. ACKNOWLEDGEMENT

The Board of Directors would like to express its appreciation for the dedicated and sincere efforts of the employees of the Company for their unstinted support throughout the year. The Board is also thankful to all its stakeholders including Bankers, Investors, members, customers, consultants, vendors, contractors etc. for their continued support and confidence reposed in the Company.

By the Order of Board of Directors For SecUR Credentials Limited

Sd/-
Ashish Ramesh Mahendrakar
Managing Director
DIN: 03584695

Sd/-
Yogesh Kumar
Non-Executive Director
DIN: 05357248

Date: September 30, 2026
Place: Mumbai