TAC Infosec Ltd Directors Report

FY24-25 has been a transformative year for TAC InfoSec Limited. We have not only delivered exceptional financial performance but also set the foundation for sustainable, long-term growth.

• Revenue Growth: Our operating revenue surged to Rs.305 Mn, a 160% increase YoY, reflecting the trust global enterprises place in our solutions.

• Profitability: We reported Rs.170 Mn EBITDA and Rs.148 Mn PAT, representing 152% and 135% YoY growth, respectively.

• Client Scale: With over 3,000 new clients added across 100+ countries, TAC InfoSec is rapidly scaling into a global cybersecurity powerhouse.

• Market Confidence: Our market capitalization reached a record ^17.81 B, demonstrating investor faith in our vision and execution.

These achievements are underpinned by strong fundamentals·a debt-free balance sheet, positive cash flows, high reserves, and no dilution of promoter shareholding. We continue to leverage IPO funds prudently to accelerate R&D and expand our global go-to-market strategy.

	Standalone-Year Ended		Consolidated-Year Ended
Particulars	31/03/2025	31/03/2024	31/03/2025	31/03/2024
Revenue From Operations	2,348.93	1,170.15	3,049.59	1,170.16
Other Income	169.99	14.44	169.99	14.44
Total Income	2,518.92	1,184.59	3,219.58	1,184.60
Less: Total Expenses before Depreciation, Finance Cost and Tax	1,099.27	508.24	1,516.55	508.37
Profit before Depreciation, Finance Cost and Tax	1,419.65	676.35	1,703.03	676.23
Less: Depreciation	26.60	24.97	85.20	24.97
Less: Finance Cost	37.43	16.25	39.42	16.25
Profit Before Tax	1,355.62	635.13	1,578.41	635.01
Less: Current Tax	42.04	5.49	91.41	5.49
Less: Deferred tax Liability (Asset)	4.19	(3.52)	4.19	(3.52)
Profit after Tax	1,309.39	633.16	1,482.81	633-.04
Minority Interest	-	-	42.19
Net Profit/(Loss) after taxes, minority interest and share of profit/(loss) of associates	1,309.39	633.16	1,440.62	633.04

 

Sr No. Name of Company Acquired	Consolidated as	Date of Acquisition/ Incorporation	Holding by TAC Infosec Limited (%)	Holding by TAC Security Inc. (%)
01 TAC Security Inc	Wholly Owned Subsidiary of TAC Infosec Limited	March 11,2024	100.00%	-
02 Sandia IT & Cybersecurity Services, LLC	Wholly Owned Subsidiary of TAC Security Inc.	September 29, 2024	-	100.00%
03 TAC Cyber Security Consultancy L.L.C.	Wholly Owned Subsidiary of TAC Infosec Ltd	September 29, 2024	100.00%	-
04 CyberScope, I.K.E	Subsidiary of TAC Infosec Ltd	February 04, 2025	60.00%	-
05 VulMan Ltd	Subsidiary of TAC Security Inc.	January 24, 2025	-	100.00%

* Sandia IT & Cybersecurity Services, LLC and VulMan Ltd have not commenced business operations up to March 31, 2025.

The above subsidiaries have been consolidated in the financial statements of the Company from their respective dates of acquisi- tion/incorporation, in accordance with applicable accounting standards.

During the year under review, the total income of your Company for the year ended March 31,2025 stood at Rs. 3219.58 Lakh as against the total income of Rs. 1184.59 Lakh for the previous financial year 2023-24. The Companys consolidated total income increased by 171.75% over the previous year.

Your Company has earned a Net Profit after Tax of Rs. 1,440.62 Lakh during the year 2024-25 as compared to Rs. 633.04 Lakhs in the previous financial year 2023-24. The profit of your Company increased by approximately 127.57% as compared to previous financial year. The increase in profit is due to increase in other income of the Company as well as reduction in other expense of the Company over previous financial year.

COMPANY BACKGROUND:

Initial Public Offer And Listing Of Equity Shares:

The Board of Directors had, in their meeting held on Friday, January 12, 2024, proposed the Initial Public Offer of not exceeding 28,29,600 (Twenty-Eight Lakhs Twenty-Nine Thousand and Six Hundred only) equity shares at such price as may be decided by the Board of Directors in consultation with the Lead Manager. The Members of your Company had also approved the proposal of the Board of Directors in their Extra-ordinary General Meeting held on Saturday, January 13, 2024.

Pursuant to the authority granted by the Members of the Company, the Board of Directors had appointed Beeline Capital Advisors Private Limited as Lead Manager and Skyline Financial Services Private Limited as Registrar to the Issue and Share Transfer Agent for the proposed Public Issue.

Your Company had applied to National Stock Exchange of India Limited ("NSE") for in-principal approval for listing its equity shares on the Emerge Platform of the NSE. National Stock Exchange of India Limited has, vide its letter dated, March 12, 2024, granted its In- Principal Approval to the Company.

Your Company had filed Prospectus to the Registrar of the Company, Chandigarh on March 18, 2024. The Public Issue was opened on Wednesday, March 27, 2024 and closed on Tuesday, April 02, 2024. The Basis of Allotment was finalized by Company, Registrar to the issue and merchant banker in consultation with the National Stock Exchange of India Limited on April 03, 2024. The Company had applied for listing of its total equity shares to National Stock Exchange of India Limited and it has granted its approval vide its letter dated April 04, 2024. The trading of equity shares of the Company commenced on April 05, 2024 at Emerge Platform of NSE.

TRANSFER TO GENERAL RESERVE:

During the year, your Company has not apportioned any amount to other reserve. Total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of your Company.

DIVIDEND:

With a view to conserve and save the resources for future prospects of your Company, the Directors have decided not to declared any dividend for the financial year 2024-25.

Pursuant to the provisions of Sections 124 and 125 of the Act, there is no amount of Dividend remaining unclaimed / unpaid for a period of 7 (seven) years and/or unclaimed Equity Shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).

UTILISATION OF IPO PROCEEDS:

The Company raised funds of Rs. 29.99 Crores through Initial Public Offering (IPO) during financial year 2024-25.

Sr No. Original Object	Original Allocation	Funds Utilized up to March 31, 2025	Unutilized Amount
Acquisition of TAC Security
01 Inc (Delaware, USA) and making it Wholly Owned Subsidiary thereon	0
02 Investment in Human resources and Product Development	18.65	-	18.65
03 General Corporate Purposes	7.44	4.37	3.07
04 Public Issue Expenses	3.90	3.90*	-
Total	29.99	8.27	21.72

*Actual amount utilized includes reimbursement of amount of expenses incurred towards issue related expenses during the period from January 01, 2023 to till the date of listing of Equity Shares in terms of final prospectus dated 2nd April, 2024

CHANGE IN NATURE OF BUSINESS:

During the year, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

SHARE CAPITAL:

Authorized Capital:

During the year under review, there was no change in the Authorized share capital of your Company.

The Authorized Share Capital of your Company as on March 31,2025, is Rs. 1 3,00,00,000/- (Rupees Thirteen Crore Only) divided into 1,30,00,000 (One Crore Thirty Lakh) Equity Shares of Rs.10.00/- (Rupees Ten Only) each.

Issued, Subscribed & Paid-up Capital:

During the year under review, the following changes were made in paid-up share capital of the company.

• Pursuant to the Initial Public Offer of Equity Shares by the Company, the Board of Directors, in their meeting held on April 03,2024 has allotted total 28,29,600 Equity Shares of Rs. 10/- each at price of Rs. 106/- per Equity Share (Including a share premium of Rs. 96/- Per Equity Share) to the successful allottees, whose list have been finalized by the Company, the Registrar to the issue and merchant banker in consultation with National Stock

Exchange of India Limited.

Accordingly, the current Issued, Subscribed and Paid-up Capital of the Company stands at Rs. 10,47,96,000/- (Rupees Ten Crore Forty-Seven Lakhs Ninety-Six Thousand Only) divided into 1,04,79,600 (One Crore Four Lakhs Seventy-Nine Thousand Six Flundred) Equity Shares of Rs. 10/- each.

Employees Stock Option Scheme (ESOS):

The Shareholders of the Company vide Postal Ballot dated September 08, 2024 have approved TAC Employee Stock Option Scheme-2024. The Shareholders of the Company have approved to grant total option of 2,00,000 (Two Lakhs Only) fully paid-up equity shares of Rs.10 each of the Company ("Equity Share(s)"), under one or more tranches to the employees of the Company.

The Nomination and Remuneration committee has granted total 56,400 (out of which 50,600 were originally granted) equity stock options on November 06, 2024; 50,000 equity stock options on March 22, 2025 and 2000 equity stock options on June 02, 2025 to the eligible employees of the Company at the face value of Rs. 10 each (ESOPs), at the grant price of Rs. 10 (Rupees Ten only) per option.

Requisite disclosures as required under Regulation 14 of Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with SEBI circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 201 5 with regard to TAC Employee Stock Option Scheme-2024 is available on the website of the Company https://tacsecuri- ty.com/investor-relations/

M/s. SCS and Co LLP, Company Secretaries, Secretarial Auditors of the Company have issued a certificate with respect to the implementation of TAC Employee Stock Option Scheme-2024 which would be placed before the members at the ensuing Annual General Meeting of the Company and a copy of the same shall be available for inspection at the registered office.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

As on the date of this report, the Board comprises of the following Directors;

Name of Director	Category Cum Designation	Date of Appointment at current Term & designation	Total Director Ships in other co.1	No. of Committeel		No. of Shares held as on March 31, 2025
				in which Director is Member2	in which Director is Chairman
Mr. Trishneet Arora	Chairman, Executive Director and CEO	January 08, 2024	2	1	-	56,60,830
Mr. Charanjit Singh	Whole time Director	January 08, 2024	3	-	-	3,05,830
Mr. Sanjiv Swarup	Non-Executive Independent Director	January 13, 2024	8	7	4	-
Ms. Aarti Jeetendra Juneja	Non-Executive Independent Director	January 13, 2024	-	2	1	-
Mr. Rajiv Vijay Nabar	Non-Executive Independent Director	January 13, 2024	1	3	-	-

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

BOARD MEETINGS:

The Board of Directors of the Company meets at regular intervals to deliberate on business opportunities, policies, strategies, and other key matters concerning the Company. In addition to scheduled meetings, the Board also convenes additional meetings as and when necessary.

During the year under review, Board of Directors of the Company met 7(Seven) times on April 03, 2024, May 24, 2024, July 20, 2024, September 07, 2024, November 06, 2024, December 07, 2024 and March 22, 2025.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

The Company has complied with the provisions of Section 173 of the Companies Act, 2013, and the time gap between any two consecutive Board Meetings did not exceed 120 days, as required under the Act.

The details of attendance of each Director at the Board Meetings are given below:

Name of Director	DIN	Designation	Number of Board Meetings Eligible to attend	Number of Board Meetings attended
Mr. Trishneet Arora	07567604	Chairman, Executive Director	7	7
Mr. Charanjit Singh	07567588	Whole-time director	7	7
Mr. Bharat kumar Amrutlal Panchal	06660419	Non - executive Director	6	4
Mr. Sanjiv Swarup	00132716	Non - executive Independent Director	7	7
Ms. Aarti Jeetendra Juneja	06872059	Non - executive Independent Director	7	7
Mr. Rajiv Vijay Nabar	10383397	Non - executive Independent Director	7	7

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

CIRCULAR RESOLUTIONS:

During the year under review, the Board of Directors also passed certain resolutions by circulation, as permitted under Section 175 of the Companies Act, 2013 and the rules made thereunder. These resolutions were noted and taken on record at the subsequent meeting of the Board.

GENERAL MEETINGS:

During the year under review, the following General Meetings were held, the details of which are given as under:

Type of General Meeting	Date of General Meeting
Annual General Meeting	September 30, 2024

Further, During the year, the Company sought approval of the shareholders through a postal ballot notice dated July 20, 2024, in compliance with the provisions of Sections 108 and 110 of the Companies Act, 2013, the Companies (Management and Administration) Rules, 2014, and other applicable laws. The resolutions proposed in the said postal ballot were duly approved by the shareholders with the requisite majority. The resolutions were deemed to have been passed on Sunday, September 08, 2024, being the last date of voting under the postal ballot.

DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR-8 and declaration as to compliance with the Code of Conduct of the Company.

INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, as on March 31,2025 the Company has three Non-Promoter Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

The Independent Directors in their meeting will review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

INFORMATION ON DIRECTORATE:

During the year under review, following changes took place in

the constitution of the Board of Directors of the Company.

CHANGE IN BOARD COMPOSITION:

Changes in Board Composition during the financial year

2024-25 and up to the date of this report is furnished below:

(a) Cessation:

In the Board Meeting held on December 07, 2024:

Mr. Bharatkumar Amrutlal Panchal (DIN: 06660419) was resigned from the position of Non-Executive Director of the Company w.e.f. December 07, 2024

(b) Retirement by rotation and subsequent re-appointment:

i. Mr. Trishneet Arora (DIN: 07567604), Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, ofthe Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

Appropriate business for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard, of the person seeking re-appointment/ appointmen as Director are also provided in Notes to the Notice convening the 09th Annual General meeting.

KEY MANAGERIAL PERSONNEL:

As on the date of this report, the following are Key Manageria Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

• Mr. Trishneet Arora - Chairman, Executive Director and Chief Executive Officer

• Mr. Charanjit Singh - Whole Time Director

• Mr. Malkit Singh Bharaj - Chief Financial Officer

• Mr. Chinmay Tikendrakumar Chokshi- Company Secretary and Compliance officer

During the Financial year 2024-25 under review following changes took place in the constitution of Key Managerial Personnel:

• Ms. Neha Garg resigned from the designation of Chief Financial Officer (CFO) w.e.f. May 24, 2024.

• Mr. Vishal Jain was appointed as Chief Financial Officer (CFO) of the company w.e.f. May 24, 2024.

• Mr. Vishal Jain resigned from the designation of Chief Financial Officer (CFO) of the company w.e.f. September 07, 2024.

• Mr. Malkit Singh Bharaj was appointed as Chief Financial Officer (CFO) of the company w.e.f. December 07, 2024.

• Ms. Sharon Arora (M. No.: A38209) was resigned as Company Secretary & Compliance Officer of the company w.e.f. October 22, 2024.

• Mr. Chinmay Tikendrakumar Chokshi was appointed as Company Secretary & Compliance Officer of the company w.e.f. December 07, 2024

CHANGE IN REGISTERED OFFICE:

• As on the date of this report, the registered office of the company is situated at: 8th Floor, Plot No. C-203, Industrial Focal Point, Phase 8B, Balongi, Rupnagar, S.A.S. Nagar, Mohali - 160055, Punjab, India.

PERFORMANCE EVALUATION:

Your Board of Directors have carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

• In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the

board of directors, to the best of their knowledge and ability,

confirm that:

(a) In preparation of Annual accounts for the year ended March 31,2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

(c) The Directors had 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;

(d) The annual financial statements have been prepared on a going concern basis.

(e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD:

Your Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

a. Audit Committee:

Your Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. Audit Committee meeting is generally held for the purpose of recommending the quarterly, half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

Your Board of Directors have, in pursuance to provisions of Section 177 of the Companies Act, 2013, or any subsequent modifica- tion(s) or amendment(s) thereof in its Meeting held on January 12, 2024 constituted Audit Committee. Subsequently, the Audit Committee was reconstituted by the Board at its meeting held on March 22, 2025, owing to the resignation of Mr. Bharat Panchal, Member of the Committee.

During the year under review, Audit Committee met 4 (Four) times viz on May 24, 2024, November 06, 2024, November 30, 2024 and March 22, 2025.

The composition & attendance of the Audit Committee are as given below:

Name of Committee Member	DIN	Category	Designation	Number of Meetings During the Financial Year 2024-25
				Eligible to Attend	Attended
Ms. Aarti Jeetendra Juneja	06872059	Non-Executive Independent Director	Chairperson	4	4
Mr. Rajiv Vijay Nabar	10383397	Non-Executive Independent Director	Member	4	4
Mr. Sanjiv Swarup	00132716	Non-Executive Independent Director	Member	4	4
Mr. Bharat kumar Amrutlal Panchal*	06660419	Non-Executive Director	Member	3	2

*Mr. Bharatkumar Amrutlal Panchal resigned from the designation of Non-Executive Director w.e.f. December 07, 2024.

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company are the regular invitee at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Further, Mr. Bharatkumar Amrutlal Panchal has tendered his resignation from the post of Non-Executive Director of the company w.e.f. December 07, 2024 due to personal reasons and personal commitment.

Pursuant to which board of directors in the meeting held on March 22, 2025 reconstituted Audit Committee of the company. After this changes, the new composition of the Audit Committee is as given below;

Name of Committee Member	DIN	Category	Designation
Ms. Aarti Jeetendra Juneja	06872059	Non-Executive Independent Director	Chairperson
Mr. Rajiv Vijay Nabar	10383397	Non-Executive Independent Director	Member
Mr. Sanjiv Swarup	00132716	Non-Executive Independent Director	Member
Mr. Trishneet Arora	07567604	Executive Director	Member

(b) Stakeholders Relationship Committee:

Your Board of Directors have, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on January 12, 2024 constituted Stakeholders Relationship Committee.

The Company has constituted Stakeholders Relationship Committee mainly to focus on the redressal of Shareholders/ Investors Grievances, if any, like Transfer/Transmission/Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

During the year under review, Stakeholders Relationship Committee met 2(Two) time viz on November 06, 2024 and March 22, 2025.

The composition & attendance of the Stakeholders Relationship Committee are as given below:

Name of Committee Member	DIN	Category	Designation	Number of Meetings During the Financial Year 2024-25
				Eligible to Attend	Attended
Mr. Sanjiv Swarup	00132716	Non-Executive Independent Director	Chairperson	2	2
Ms. Aarti Jeetendra Juneja	06872059	Non-Executive Independent Director	Member	2	2
Mr. Rajiv Vijay Nabar	10383397	Non-Executive Independent Director	Member	2	2

Also, During the financial year, the Company did not receive any complaints from its shareholders. Further, there were no investor complaints pending as on March 31,2025.

<p > (c) Nomination and Remuneration Committee:

Your Board of Directors have, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof in its Meeting held on January 12, 2024 constituted Nomination and Remuneration Committee. Subsequently, the Nomination and Remuneration Committee was reconstituted by the Board at its meeting held on March 22, 2025, owing to the resignation of Mr. Bharat Panchal, Member of the Committee.

Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

During the year under review, Nomination and Remuneration Committee met 5 (Five) times, viz on May 24, 2024, July 20, 2024, November 06, 2024, November 26, 2024 and March 22, 2025.

The composition & attendance of the Nomination and Remuneration Committee are given as below:

				Number of Meetings During the Financial Year 2024-25
Name of Committee Member	DIN	Category	Designation	Eligible to Attend	Attended
Mr. Rajiv Vijay Nabar	10383397	Non-Executive Independent Director	Chairperson	5	5
Ms. Aarti Jeetendra Juneja	06872059	Non-Executive Independent Director	Member	5	5
Mr. Sanjiv Swarup	00132716	Non-Executive Independent Director	Member	5	5
Mr. Bharatkumar Amrutlal Panchal*	06660419	Non-Executive Director	Member	4	2

**Mr. Bharatkumar Amrutlal Panchal resigned from the designation of Non-Executive Director w.e.f. December 07, 2024

Further, Mr. Bharatkumar Amrutlal Panchal has tendered his resignation from the post of Non-Executive Director of the company w.e.f. December 07, 2024 due to personal reasons and personal commitment.

Pursuant to which board of directors in the meeting held on March 22, 2025 reconstituted Nomination and Remuneration Committee of the company. After this changes, the new composition of the Nomination and Remuneration Committee is as given below;

Name of Committee Member	DIN	Designation	Category
Mr. Rajiv Vijay Nabar	10383397	Non-Executive Independent Director	Chairperson
Ms. Aarti Jeetendra Juneja	06872059	Non-Executive Independent Director	Member
Mr. Sanjiv Swarup	00132716	Non-Executive Independent Director	Member

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, Perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://tacsecurity.com/investor-relations/.

(d) Corporate Social Responsibility Committee:

Pursuant to Section 135 of Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee (The CSR Committee") with object to recommend the Board a Policy on Corporate Social Responsibility and amount to be spent towards Corporate Social Responsibility. The CSR Committee is responsible for indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

During the year under review, meeting of the CSR Committee had been held on March 22, 2025.

Name of Committee Member	DIN	Designation	Category	Number of Meetings During the Financial Year 202^-25
				Eligible to Attend	Attended
Mr. Trishneet Arora	07567604	Chairman, Executive Director &. CEO	Chairperson	1	1
Mr. Charanjit Singh	07567588	Whole time Director	Member	1	1
Mr. Sanjiv Swarup	00132716	Non-Executive Independent Director	Member	1	1

VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Companys Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at https://tacsecurity.com/investor-re- lations/.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31,2025 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the https://tacsecu- rity.com/investor-relations/.

REMUNERATION OF DIRECTOR:

The details of remuneration paid during the financial year 2024-25 to directors of the Company is provided in Form MGT-7, which is available at website of the Company, i.e. https://tacsecurity.com/investor-relations/.

PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Plence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

As on March 31,2025, Your Company have following Subsidiary, Associate and Joint Venture Company.

Sr. No. Name of the Company	Address of Registered Office	Nature of Business
1. TAC Security INC (Wholly Owned Subsidiary of TAC Infosec Limited)	State of Delaware, 1013, Centre Road, Suite 403-B, City of Wilmington, County of New Castle - 19805-1270.	The Company is engaged in providing services related to cyber space security.
2. Sandia IT & Cybersecurity Services, LLC (Wholly Owned Subsidiary of Tac Security Inc)	8720 SEVANO CIRCLE NORTHEAST ALBUQUERQUE ZIP code 87122-7104	The Company is engaged in providing services related to cyber space security.
3. TAC Cyber Security Consultancy L.L.C. (Wholly Owned Subsidiary of TAC Infosec Limited)	Office 43-44,Owned by Dubai muncipality, Al Fahidi, Bur Dubai, Dubai.	The Company is engaged in providing services related to cyber space security.
4. VulMan Ltd (Subsidiary of TAC Security Inc.)	205 Ley Street, Ilford, England, IG1 4BL	The Company is engaged in providing services related to cyber space security.
5. CyberScope, I.K.E (Subsidiary ofTAC Infosec Limited)	EO Rodos Lindou 227 Rhodes ZIP CODE 85100 GREECE	The Company is engaged in providing services related to Web 3 and Blockchain security.

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is annexed to this Report as Annexure - A.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of Companies Act, 2013, Consolidated Financial Statements of the Company and all its subsidiaries in accordance with the relevant accounting standards have been prepared which forms part of the Annual Report.

Further, the Company does not have any Associate Companies and Joint Ventures as on March 31,2025.

TRANSACTIONS WITH RELATED PARTIES:

All Related Party Transactions entered into by the Company during the financial year under review were in the Ordinary Course of Business and on an Arms Length basis, in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable to SME listed entities.

There were no materially significant Related Party Transactions:

• Exceeding 10% of the annual consolidated turnover of the Company, or

• Involving brand usage or royalty payments exceeding 5% of the annual consolidated turnover,

that may have a potential conflict with the interest of the Company at large.

Accordingly, the disclosure of particulars of contracts or arrangements with related parties in Form AOC-2, as required under Section 134(3)(h) of the Companies Act, 2013, is not applicable.

The Company has a mechanism in place to obtain prior omnibus approval of the Audit Committee for transactions which are repetitive and of a foreseen nature. All such related party transactions entered into under omnibus approval are reviewed and placed before the Audit Committee and the Board on a quarterly basis.

The details of the related party transactions for the Financial Year 2024-25 are provided in the notes to the financial statements, which form an integral part of this Annual Report.

The Companys Policy on Related Party Transactions, as approved by the Board of Directors, is available on the Companys website and can be accessed at: https://tacsecurity.com/investor-relations/.

MATERIAL CHANGES AND COMMITMENT:

During the financial year under review, the Company and its subsidiaries have acquired equity stakes in the following entities:

Sr. No. Name of Company Acquired	Date of Acquisition	Holding by TAC Infosec Limited (%)	Holding by TAC Security Inc. (%)
1. TAC Security Inc	March 11,2024	100.00%	-
2. Sandia IT & Cybersecurity Services, LLC	September 29, 2024	-	100.00%
3. TAC Cyber Security Consultancy L.L.C.	September 29, 2024	100.00%	-
4. CyberScope, I.K.E	February 04, 2025	60.00%	-

Additionally, during the year under review, the Companys wholly owned subsidiary, TAC Security Inc, incorporated a new subsidiary, VulMan Ltd, on January 24, 2025, in which it holds a 100.00% stake.

Except for the above, there have been no other material changes and commitments affecting the financial position of the Company and its subsidiaries between the end of the financial year and the date of this report.

PARTICULAR OF EMPLOYEES:

The ratio of the remuneration of each director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as "Annexure-B."

COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961:

The Company is in full compliance with the provisions of the Maternity Benefit Act, 1961. However, no maternity benefits were claimed by any employee during the financial year.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has always fostered a safe and inclusive work environment for all employees. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee (ICC) at all its workplace locations.

The Company has adopted a Prevention of Sexual Harassment Policy that ensures protection against sexual harassment and provides a framework for addressing complaints in a gender-neutral and confidential manner.

During the year under review,

a) number of complaints of sexual harassment received in the year- NIL

b) number of complaints disposed off during the year- NA

c) number of cases pending for more than ninety days-NA

The Policy is available on the Companys website at: https://tacsecurity.com/investor-relations/.

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

No such instances occurred during the financial year.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as "Annexure - C."

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants.

The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.

M/s. Maharishi & Co., Chartered Accountants (FRN: 124872W), the statutory auditors of the Company have audited the financial statements included in this annual report and has issued a report annexed as an Annexure B to the Audit Report of the Company on our internal control over financial reporting as defined in section 143 of Companies Act, 2013.

The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditor.

CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on Emerge Platform of National Stock Exchange Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

CORPORATE SOCIAL RESPONSIBILITY

(CSR):

The details of the CSR Committee are provided in this Annual Report. The CSR policy is available on the website of your Company at www.tacsecurity.com/investor-relations. The Annual Report on CSR activities is annexed and forms part of this report as Annexure D.

The Company has spent 2% of the average net profits of the Company, during the three years immediately preceding financial year. The details of the same is forming part of this Report.

STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the rules made thereunder, the members at the Annual General Meeting held on September 30, 2022, appointed M/s. Maharishi & Co., Chartered Accountants (FRN:

124872W), as the Statutory Auditors of the Company for term of five consecutive years, to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2027.

The Auditors Report on the financial statements of the Company for the financial year 2024-25 forms part of this Annual Report. The Notes to the Financial Statements, as referred to in the Auditors Report, are self-explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013.

There are no qualifications, reservations, adverse remarks, or disclaimers made by the Statutory Auditors in their Report except as disclosed:

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure-E.

INTERNAL AUDITOR:

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Board of Directors had M/s ADVAS & Associates LLP Chartered Accountant as the Internal Auditor of the Company for the financial year 2024-25.

They have conducted periodic internal audits of various operational and financial functions and submitted their reports to the Audit Committee and the Board. Their observations and recommendations have helped strengthen the internal control systems and ensure compliance.

MAINTENANCE OF COST RECORD

As per the provisions of Section 148(1) of the Companies Act, 2013 read with the applicable rules, the Company is not required to maintain cost records for the financial year 2024-25 as prescribed by the Central Government.

SECRETARIAL AUDITOR AND THEIR REPORT

In compliance with the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SCS & Co. LLP, Practicing Company Secretaries, Ahmedabad, as the Secretarial Auditor to carry out the Secretarial Audit for the financial year 2024-25.

The Secretarial Audit Report is annexed as Annexure - F to this Board Report.

There have been few common annotations reported by the above Secretarial Auditors in their Report with respect to:

Sr No. Compliance Requirement (Regulations/ circulars / guidelines including specific clause)	Observations/ Remarks of the Practicing Company Secretary	Management Response)
01 Regulation 29(1 )(a) of SEBI (LODR) Regulations, 2015	Intimation of the Board Meeting held on May 24, 2024, for approval of financial results was not submitted in PDF format to the Stock Exchange.	The Company inadvertently missed uploading the PDF copy. However, efforts have been made to strengthen internal controls to ensure timely compliance in the future.
02 Regulation 29(1 )(d) of SEBI (LODR) Regulations, 2015	Intimation of the Board Meeting held on July 20, 2024, for considering issuance of ESOPs was not submitted in XBRL format.	The delay was due to oversight in interpretation of format-specific requirements. The Company is now ensuring format compliance through better SOPs..
03 Schedule B of SEBI (PIT) Regulations, 2015	Trading window was not closed for the Board Meeting held on July 20, 2024, regarding ESOP issuance.	This was an unintentional lapse. The Company has implemented additional checks to ensure compliance with the Insider Trading Code.
04 SEBI (LODR) Regulations, 2015 and Companies Act, 2013	Delays in the filing of the following reports/disclosures:	The delays were due to a combination of technical, procedural, and administrative factors, especially during the post-listing transition phase. The Company has since taken steps to improve tracking systems and accountability to prevent recurrence.
	• Closure of trading window
	• Financial results in XBRL
	• Large corporate disclosure
	• Impact of audit qualification
	• Regulation 74 certificate
	• Share capital reconciliation
	• SDD certificate
	• Investor complaint report
	• Non-applicability of Corporate Governance
	• Newspaper advertisement
	• Acquisition disclosure
	• Integrated Governance XBRL filing
05 Companies Act, 2013	Delayed filings of certain e-forms with the Registrar of Companies (ROC), though filed with additional fees.	The delay was unintentional and has since been regularized. The Company is implementing improved compliance tracking mechanisms.
06 Section 185 of the Companies Act, 2013	During the year, the Company had advanced a loan of Rs.7.45 lakhs to a Director, attracting the provisions of Section 185.	The Company acknowledges the observation. The loan has already been settled in full and corrective measures have been put in place to ensure strict compliance with Section 185 in the future.
07 Companies Act, 2013 & FEMA (as applicable)	The Company acquired TAC Cyber Security Consultancy L.L.C., however, as on March 31, 2025, the agreed consideration had not been paid for the said acquisition.	The Company is in active discussions with the concerned parties and is in the process of completing the payment. Necessary steps are being taken to ensure compliance with all applicable legal and regulatory requirements.

There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditor in their Report except as may be stated specifically in Annexure - F.

REPORTING OF FRAUD:

During the year under review, the Statutory Auditors of your Company have not reported any instances of fraud committed in your Company by Companys officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/INTERNAL AUDITOR:

There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future.

The details of litigation on tax and other relevant matters are disclosed in the Auditors Report and Financial Statements which forms part of this Annual Report.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the period under review no corporate insolvency resolution process is initiated against the company under the Insolvency and Bankruptcy Code, 2016 (IBC).

WEBSITE:

Your Company has its fully functional website https://tacsecu- rity.com which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors interest / knowledge has been duly presented on the website of the Company.

REPORTING OF FRAUD:

The Company has adopted a Code of Conduct forPrevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

INDUSTRIAL RELATIONS:

During the year under review, industrial relations remained harmonious at all our offices and establishments.

GENERAL DISCLOSURE:

In accordance with the provisions of Section 134(3) of the Companies Act, 2013, Rule 8 of the Companies (Accounts) Rules, 2014, and other applicable provisions, your Directors confirm that all necessary disclosures have been made in this Board Report.

Further, the Board confirms that there were no transactions during the year under review requiring disclosure in respect of the following items:

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) There is no revision in the Board Report or Financial Statement;

(iii) Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your Companys operation in future.

(iv) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as

there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

(v) Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

(vi) One time settlement of loan was obtained from the Banks or Financial Institutions

(vii) Revision of financial statements and Directors Report of your Company.

APPRECIATIONS AND ACKNOWLEDGEMENT:

Your directors wish to place on record their sincere appreciation for the significant contributions made by the employees at all levels. Their dedication, hard work, and commitment during the year under review have been integral to the Companys success. The Board recognizes the role of each individual in driving the growth and progress of the Company.

The Board also extends its gratitude to the suppliers, distributors, retailers, business partners, and all others associated with the Company as its valued trading partners. The continued support and cooperation received from them have been vital to the Companys operations. Your Company considers these relationships as partnerships in progress and is committed to nurturing these strong links based on mutual benefit, respect, and consistent alignment with consumer interests.

Furthermore, the Directors would like to express their heartfelt thanks to all the Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities, and Stock Exchanges for their continued trust, support, and collaboration. Their contributions and faith in the Company are highly valued.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

Registered office: 8th Floor, Plot No. C-203,	For and on behalf of Board of
Industrial Focal Point, Phase 8B,		Directors
Balongi, Rupnagar, S.A.S. Nagar		TAC Infosec Limited
(Mohali), Punjab, India, 160055.		CIN:L72900PB2016PLC045575
Place: Punjab	Trishneet Arora	Charanjit Singh
Date: September 5, 2025	Chairman, Executive Director & CEO	Whole Time Director
	DIN:07567604	DIN:07567588