SecUR Credentials Ltd Directors Report

To,

The Members,

SecUR Credentials Limited.

Your Directors are pleased to present their 23^rd Annual Report together with the Audited financial statements of your Company for the year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS

Particulars	F.Y. 2023-24	F.Y. 2022-23
Revenue From Operations	2,812.89	5,001.34
Other Income	573.66	134.10
Total Income	3,386.55	5,135.44
Total Expenses	4,069.99	4,079.87
Profit/ (loss) before tax	-683.44	1,055.57
Prior Period Tax	-295.43	-
Current tax	-	269.87
Deferred tax	-142.50	7.11
Total Tax expense	-437.94	276.98
Profit/(loss) after tax	-245.50	778.59
Earnings per share (EPS)
Basic	-0.60	1.90
Diluted	-0.60	1.90

2. REVIEW OF BUSINESS OPERATION/ STATE OF COMPANIES AFFAIRS

During the year under review, the Company has earned a Total Revenue of Rs. 3,386.55 lakhs as compared to Rs. 5,135.44 lakhs in the previous year. The Company has incurred the Net Loss of Rs. 245.50 lakhs as compared to Net Profit of Rs. 778.59 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 31st March 2024.

4. DIVIDEND

During the financial year, your Company does not declare any dividend for the year 2023-24.

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, the authorized share capital of the Company was increased from Rs.51 crore to Rs.80 crore which was approved by the members of the Company through Postal Ballot September 9, 2023 and the Issued, Subscribed and paid up Equity Share Capital of the Company remains unchanged as Rs. 41.06 crore as on March 31, 2024.

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

All contracts / arrangements / transactions entered into with the related parties during the year under review were in the ordinary course of business and on an arms length basis and are enclosed herewith as Form No. AOC-2.

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, 2024.

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 2023-2024, 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.

(C) Foreign Exchange Earnings and Outgo:

Particulars	31-03-2024	31-03-2023
Foreign Exchange Earnings	65.82	63.50
Foreign Exchange Outgos	NIL	32.78

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. Mithun Lalitkumar Kothari (DIN: 07520793) has resigned from w.e.f. 06^th February, 2024 as an Independent Director of the Company.

Subsequent to the end of the financial year March 31, 2024:

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 and is proposed to be regularized as Whole Time Director in the AGM to be held on 2024.

Mr. Prateek Jain (DIN: 08611660) and Mr. Jaykishan Dineshbhai Darji (DIN: 09663640) had tendered their resignation as Independent Director of the Company w.e.f. 18^th June, 2024.

Further, pursuant to SEBI order no. WTM/AB/CFD/CFD-SEC-5/30420/2024-25 dated June 13, 2024, Mr. Rahul Belwalkar (DIN: 02497535) had resigned from the Board of the Company as the Managing Director of the Company w.e.f. 17^th June, 2024.

Ms. Khushbu Chiragbhai Shah, has tendered her resignation from the position as a Company Secretary and Compliance Officer of the Company with effect from October 2, 2023.

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; with effect from 6th March, 2025.

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

15. 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.

16. 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.

17. 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.

18. 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

4. Corporate & Social Responsibility 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.

19. 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. The Company has appointed Mr. Richard Dsouza as Chief Risk Officer to look after and mitigate the risk factors.

20. 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.

21. 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.

22. 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, 2024 is available on the website of the Company at www.securcredential.com.

23. 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 at www.securcredential.com.

24. CORPORATE SOCIAL RESPONSIBILITY ("CSR”)

The Company has in place CSR Policy which outlines the Companys philosophy and responsibility and lays down the guidelines and mechanism for undertaking socially impactful programs towards welfare and sustainable development of the community around the area of its operations. The Policy is disclosed on the website of the Company at www.securcredential.com.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in “Annexure-IV” to this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report.

25. VIGIL 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 www.securcredential.com.

26.STATUTORY AUDITOR

M/s. S D Mehta & Co., Chartered Accountants having (FRN: 137193W) were appointed in the AGM of 2020-21 for period of 5 years to hold the office till the conclusion of 26^th Annual General Meeting of the Company to be held in the year 2026.

However, M/s. S.D. Mehta & Co., Chartered Accountants, (ICAI Firm Registration No. 137193W), have tendered their resignation as Statutory Auditors of the Company with effect from January 12, 2026, thereby resulting in a casual vacancy in the office of the Statutory Auditors of the Company.

Based on the recommendation of the Audit Committee (where applicable) and subject to the approval of the Members, the Board of Directors at its meeting held on January 12, 2026, appointed M/s. JPMD & Associates, Chartered Accountants (Firm Registration No. 133085W), as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s.

S.D. Mehta & Co., to hold office from January 12, 2026, until the conclusion of the ensuing Annual General Meeting.

Further, pursuant to Section 139(1) of the Companies Act, 2013, the Company proposes to appoint M/s. JPMD & Associates as Statutory Auditors for conducting the statutory audit, commencing from the Financial Year ended 31st March, 2025 till 31st March, 2029 and to conduct the Audit of the same.

27.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 of Directors had appointed M/s. Mukesh J & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2023-24.

However the Board has now appointed M/s. Praveen Tiwari and Associates as the Secretarial Auditors of the Company for conducting audit for Financial Year 2023-24 and 2024-25. Secretarial Audit Report in Form MR-3 given by Praveen Tiwari and 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.

28.EXPLANATION TO AUDITORS REMARKS IN AUDITORS REPORT

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

1. We draw attention to the Note - 12 of the financial statements, which discloses a debit balance of Rs. 205.09 Lakhs in the directors ledger account, representing an amount receivable from the director.

The management has indicated that this balance pertains to payments made to the director for expenses incurred on behalf of the company. However, in the absence of supporting documentation such as invoices or vouchers, these expenses have not been recorded in the books of account.

In accordance with Ind AS 37, recognition of such amounts requires sufficient and appropriate evidence. The absence of such evidence gives rise to uncertainty regarding the existence and recoverability of the balance.

Furthermore, as this constitutes a related party transaction under Section 188 of the Companies Act, 2013, the requisite disclosures under Section 134(3)(n) and Ind AS 24 are applicable.

Our audit procedures to verify the existence and recoverability of this balance were limited due to lack of documentary evidence.

Reply by management - The Director in question has submitted a working of payments made by him on behalf of the Company, which are to be offset against this amount, as per him. The Company is reviewing the details given by the director along with the supporting evidences, however, due to non-availability of staff the same has not yet been completed.

2. For the balance outstanding to the credit of the Statement of Profit and loss under the head "Unbilled Revenue", no Invoices have been raised by the company, till the date of issuance of this report and as such, the balance remains the same till date. In absence of relevant details, the balance amount of the said item could not be verified and thereby the compliance with Ind AS 115 - “Revenue from contract with customer” could not be verified.

Reply by management- Company is collating the details of unbilled revenue for record purpose.

3. During the year, the company has not collected interest on the loans advanced and advances outstanding as at 31st March, 2024.

Reply by management- The loans and advances given were trade advances without interest and hence the same is not collected.

4. The reconciliation and verification of the statutory dues, outstanding and paid, could not be made as the relevant details have not been provided to us.

Reply by management- Company is in process of reconciliation and verification of the statutory dues, outstanding and paid.

5. The company had made an advance payment of Rs. 599.70 lakhs standing as opening balance since past many years as an advance for the purpose of acquiring an immovable property. However, till date, no acquisition has been made against such advance.

Reply by management- The Company has not made the balance payment towards the acquisition, and hence the acquisition is pending.

6. Expected Credit Loss Provision has not been provided on the advances given by the company, and thereby, there is an inconsistency of Accounting Policies in the financial statements as well as non-compliance of Ind AS 109.

Reply by management- Company is expecting those advances to be recoverable and hence provision of expected credit loss is not made.

7. Documentation regarding major expenditure have not been made available for the purpose of verification. Also, the third party confirmations for - trade payables, trade receivables, parties to whom advances have been made, parties from whom unsecured loans have been taken - have not been provided by the company and thereby the said balances are not confirmed to that extent.

Reply by management- The soft copies of invoices were shared with Auditor, however they were insisting on providing physical copies. Due to non-availability of staff, the same could not be completed.

8. An amount of payment due to be paid against the purchase of property to the tune of Rs. 331.26 Lakhs reflecting under the head of Sundry Creditors , has been booked as income during the year by the company.

Reply by management- The balance amount due against purchase of property is not payable and hence same is booked as income.

9. The bifurcation of MSME and Non-MSME debtors and creditors has not been made by the company and to that extent the requirements of Schedule III to the Companies Act, 2013 have not been complied with.

Reply by management- Due to non-availability of staff, we are not able to provide bifurcation for the same.

10. The company has received an Interim order from SEBI regarding certain transactions being alleged as fictitious transactions, in which Varanium Cloud Ltd, and its director Harshvardhan Samble are also involved. However, the said order has been challanged by the earstwhile director Shri Rahul Belwalkar in the Honle Bombay High court. However, the evidence for such challenged in the Honle Bombay High Court is not provided by the company. As regards to the transactions carried out with Varanium Cloud Ltd., there are credit notes issued to the said entity and thereby the sales made in the earlier financial year has been reversed to the tune of Rs. 235.76/- lakhs. The reason behind cancellation, as informed by the management is cancellation of an ongoing project. However, except the representation letter, we have not been provided with any other detail or correspondence of the said cancellation.

Reply by management- Based on the confirmed order from Varnium cloud and assurance of payment in advance, the company had commenced work on project and raised in voice for the same to Varanium Cloud Ltd, however 100% advance payment not having been received, the company stopped working project and cancelled the invoice.

11. A borrowing from HDFC Bank has been repaid during the year as seen from the books of accounts. However, "No due certificate" or bank statement or the relevant records have not been provided by the company to verify the correctness of the said closure of the borrowing.

Reply by management- Company is doing followup with customer care team to obtain no dues certificate.

12. Expenses booked under the head Business promotion expenses, which have been paid through a credit card could not be verified due to non-availibility of statements and other relevant records.

Reply by management- Due to multiple shifting of offices, and shortage of staff, the Company is unable to provide supporting for the credit card statements.

13. We draw attention to the presentation of the financial statements, which mandates the disclosure requirement regarding the share-holding of equity share holder holding more than 5% and share-holding of promoters as per Schedule III of companies Act, 2013. The non-disclosure in the financial statements, in our opinion is a non-compliance of schedule - III.

Reply by management- Company had not received shareholding pattern from RTA and hence the same was not submitted to Auditor. Now the company has received shareholding pattern and same has been uploaded on NSE and BSE. The promoters are not holding shares of company and reclassification of the same is approved in last AGM.

14. We Draw attention to the presentation of the financial statements, which mandates the disclosure requirements regarding the related party details, related party transactions and balance outstanding at the balance sheet date as per Ind AS - 24. The management has informed us that they have not prepared and disclosed the comprehensive list of related parties, the nature and volume of transactions, and the balance outstanding as on the balance sheet date as required by the aforementioned standard. Consequently, we were unable to confirm that all required disclosures regarding related parties, related party transactions, and outstanding balances, which are essential for a proper understanding of the financial statements, have been made. In our opinion, the omission of these disclosures is material to the financial statements.

Reply by management- Related party transaction are shown in notes to accounts.

15. The Company operates a defined benefit gratuity plan for its employees, which falls under the scope of Ind AS 19 on Employee Benefits. This standard requires the gratuity liability, being a Defined Benefit Obligation (DBO), to be measured using the Projected Unit Credit (PUC) method based on an actuarial valuation. Furthermore, the standard mandates extensive disclosures regarding the actuarial assumptions, sensitivity analyses, movement in the DBO, and the net liability recognized in the financial statements.

The management has not provided us with an actuarial valuation report for the gratuity plan as at the balance sheet date, nor have they included the required disclosures in the notes to the financial statements. Consequently, we were unable to determine whether any adjustment was necessary in respect of the gratuity liability and the related expenses recognized in the Statement of Profit and Loss.

We are, therefore, unable to quantify the extent of the understatement of the gratuity liability and the impact of the non-disclosure of the required information on the financial statements. In our opinion, the failure to recognize and disclose the defined benefit obligation in accordance with Ind AS - 19 is material to the financial statements.

Reply by management- Many employees left the organization and hence due to nonavailability of staff the same has been delayed.

16. The preparation and presentation of financial statements require the Company to disclose material information relating to Contingent Liabilities, as mandated by Ind AS 37 on Provisions, Contingent Liabilities, and Contingent Assets. The management failed to provide us with the necessary documentation and details regarding the following two material items, preventing us from fulfilling our audit responsibilities concerning the disclosure of contingent liabilities:

a. Disputed Statutory Dues: The Company has various ongoing disputes with statutory authorities regarding taxes and other levies. However, the management did not provide a comprehensive schedule detailing the nature, amounts, probability of outflow, and managements estimate of the eventual financial effect for these disputed dues. Consequently, we were unable to verify and assess the adequacy of the disclosures related to material disputed liabilities.

b. Bank Guarantee Commitments: The Company has obtained a Bank Guarantee from its bankers against certain commitments. Management has failed to provide us with the details of the amount, beneficiary, nature of the underlying commitment, and expiry date of this bank guarantee. As a result, the necessary disclosure regarding this financial commitment has been omitted from the notes to the financial statements.

Due to the absence of the requisite details and supporting evidence, we were unable to determine the full impact of these two unquantified exposures on the Companys financial position and the complete and accurate presentation of the notes on contingent liabilities and commitments. The non-disclosure of this information is considered a material noncompliance with the required Indian accounting standards.

Reply by management- With regards to the bank guarantee, the amount was Rs 5 lakh and was not material. It had been taken against a specific clients contract, and when the specific contract ended, the bank guarantee was ended.

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

1. Company has not submitted the Financial Results to the Exchange for the period/year ended March 31, 2024 within the period prescribed under Regulation 33 of SEBI (LODR) Regulations, 2015.

2. The Company has not held Annual General Meeting for the financial year ended 31^st March, 2024 within the period prescribed under Section 96 of Companies Act, 2013 including extension provided by the Registrar of Companies, if any.

3. The Company has not filed Form AOC-4 XBRL with the Registrar of Companies, for the financial year ended 31^st March, 2024 as prescribed under Section 137 of Companies Act, 2013 and ruled made thereunder.

4. The Company has also not filed MGT-7 with the Registrar of Companies, for the financial year ended 31^st March, 2024 as prescribed under Section 92 of Companies Act, 2013 and ruled made thereunder.

5. The Company has not approved Financial Results for the financial year ended 31st March, 2024 within the time prescribed under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

6. Mr. Pankaj Ramesh Vyas, Promoter of the Company; Mr. Kalpesh Ramesh Vyas, Mr. Urvesh Janak Vyas, Mrs. Vaishali Pankaj Vyas and Mrs. Vijayaben Rameshchandra Vyas, Promoter Group of the Company, on July 27, 2023 had again applied for seeking reclassification to public category. The Company had earlier made the announcement for Receipt of Application for Reclassification of the above Promoters to public category and approval of members was also taken on September 19, 2022 at Annual General Meeting. However, the approval of stock exchanges was not obtained.

7. SEBI vide its confirmatory order (WTM/AB/CFD/CFD-SEC-5/30745/2024-25) dated September 9, 2024 has taken strict action against SecUR Credentials Ltd. and its Managing Director (MD) Rahul Belwalkar, confirming a ban from the securities market in September 2024 following an initial June 2024 interim order under its enquiry initiated due to alleged diversion of funds, material related party transactions without approval, and stock manipulation, found that the MD transferred company funds to personal/connected entities.

8. Pursuant to the said interim of SEBI, Mr. Rahul Belwalkar, Managing Director is prohibited from holding any directorship position in any listed company or SEBI-registered intermediary and had thereby resigned from the Company.

Reply by management-

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

29. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2023-24 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 2023-24, does not contain any qualification, reservation or adverse remark. The Secretarial Compliance Report has been provided in an “Annexure-II

30. 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 2023-24.

31. 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.

32.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 / non-compliance with listing requirements.

The Board of Directors informs that the Company has paid the pending Annual Listing Fees and has also taking necessary corrective measures and is in the process of complying with the applicable regulatory requirements for revocation of the suspension.

33.INTERNAL AUDIT & CONTROL

Your Company has appointed M/s. S. M. Bhat & Associates, Chartered Accountant, as its Internal Auditor for the Financial Year 2023-24. He takes care of the internal audit and controls, systems and processes in the Company. He is supported in discharge of his duties by firms of chartered accountants (namely M/s. S.D. Mehta & Co.). Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations.

During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions have been taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

34. FRAUD REPORTING

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

35. 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

36.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.

37.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 proceeding 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.

e. 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.

38.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/-	Sd/-
Ashish Ramesh Mahendrakar	Bhimsen Vishwanath Pawar
Exective Director	Exective Director
DIN:03584695	DIN:05357248
Date: March 10, 2026
Place: Mumbai