TAC Infosec Ltd Directors Report

Dear Shareholders,

Your Board of Directors is delighted to present the 08th report on the business and operations of your Company ("the Company") for thefinancial year ended March 31, 2024. This report is accompanied by the auditedfinancial statements, which provide a comprehensive overview of the Companysfinancial performance and position during the year. We trust that the insights and information contained within these documents will o er a clear understanding of the Companys achievements and strategic direction.

OVERVIEW OF FINANCIAL PERFORMANCE:

The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Accounting Standards ("AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

Key highlights of standalone & Consolidatedfinancial performance for the year ended March 31, 2024, are summarized as under:

	Standalone-Year Ended		Consolidated-Year Ended
Particulars	31/03/2024	31/03/2023	31/03/2024	31/03/2023
Revenue From Operations	1161.79	1000.01	1161.79	-
Other Income	22.80	9.54	22.80	-
Total Income	1184.59	1009.55	1184.59	-
Less: Total Expenses before Depreciation,
Finance Cost and Tax	508.42	463.59	508.55	-
Profit before Depreciation, Finance Cost and Tax	676.17	545.96	676.04	-
Less: Depreciation	24.97	24.60	24.97	-
Less: Finance Cost	16.06	8.82	16.06	-
Profit Before Tax	635.14	512.54	635.01	-
Less: Current Tax	5.49	-	5.49	-
Less: Deferred tax Liability (Asset)	(3.52)	-	(3.52)	-
Profit after Tax	633.17	512.54	633.04	-

FINANCIAL HIGHLIGHTS:

Standalone Highlights of Operational Performance

During the year under review, the total income of your Company for the year ended March 31, 2024 was stood at Rs. 1184.59 Lakh as against the total income of Rs. 1009.55 Lakh for the previousfinancial year 2022-2023. The Total Income of the company was increased by 17.34% over previous year.

Your Company has earned a Net Profit after Tax of Rs. 633.17 Lakh during the year 2023-2024 as compared to Rs. 1184.59 Lakhs in the previousfinancial year 2022-23. The profit of your Company has increased about 23.54% as compared to previousfinancial 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 previousfinancial year.

Consolidated Highlights of Operational Performance:

The Consolidated Financial Statements presented by the Company include thefinancial results of following Subsidiary Company:

1. TAC Security INC

The Company become subsidiary Company with e ect from March 11, 2024 and the total consolidated income of your Company was Rs. 1184.59 Lakh, The Revenue from Operation of your Company was Rs. 1161.79 Lakh and your Company has earned a Net Profit after Tax of Rs. 633.04 Lakh for the year ended March 31, 2024.

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 thefinancial year 2023-24.

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).

COMPANY BACKGROUND:

Your Company was originally incorporated as ‘TAC Infosec Private Limited at Mohali, Punjab as a private limited company under the Companies Act, 2013, pursuant to a certi cate of incorporation dated August 01, 2016, issued by the Registrar of Companies, Central Registration Centre. Thereafter, your Company was converted into a public limited company pursuant to a special resolution passed in the extraordinary general meeting of the Shareholders held on December 14, 2023, and consequently the name of your Company was changed to ‘TAC Infosec Limited, pursuant to a fresh certi cate of incorporation issued by the Registrar of Companies, Chandigarh, on De-cember 29, 2023.

Your company is engaged in the business of providing risk-based vulnerability management and assessment solutions, cybersecurity quanti cation and services of Penetration testing to organizations of any scale, size, and business through "SaaS model". Your company o ers security software products and solutions both in India and internationally.

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 O er 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 led 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 nalized 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.

UTILISATION OF IPO PROCEEDS:

The Company raised funds of Rs. 2,999.38 Lakhs through Initial Public O ering (IPO) during Financial year 2024-25.

(Rs. in Lakhs)

Sr. No. Original Object	Original Allocation	Funds Utilized as on March 31, 2024*
1.Acquisition of TAC Security Inc (Delaware, USA) and making it Wholly Owned Subsidiary thereon	-	-
2.Investment in Human resources and Product Development	1,865.00	-
3. General Corporate Purposes	744.38	-
4. Public Issue Expenses	390.00	-
Total	2,999.38	-

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:

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

Authorized Capital

At the beginning of the Financial year 2023-24, the Authorized share capital of your company was Rs. 50,00,000/- (Rupees Fifty Lakhs Only) divided into 5,00,000 (Five lakh) Equity Shares of face value Rs. 10/- each.

During the Financial year 2023-24 the following changes had occurred in the Authorized capital of your company:

Authorized share capital of your company was increased from Rs. 50,00,000/- (Rupees Fifty Lakhs Only) divided into 5,00,000 (Five lakh) Equity Shares of face value Rs. 10/- each to Rs. 13,00,00,000 (Rupees Thirteen Crore Only) divided into 1,30,00,000 (One Crore Thirty Lakhs) Equity Shares each of Rs. 10/- each vide Ordinary Resolution passed in Extra Ordinary General Meeting by the members of the Company on December 01, 2023.

Accordingly, as on the date of Report the current Authorized share capital of your company stands at Rs. 13,00,00,000 (Rupees Thirteen Crore Only) divided into 1,30,00,000 (One Crore Thirty Lakhs) Equity Shares each of Rs. 10/- each.

Issued, Subscribed & Paid-up Capital:

At the Beginning of the Financial year 2023-24, the Issued, Subscribed and Paid up capital of your company was Rs. 45,00,000 (Rupees Forty-Five Lakhs Only) divided into 4,50,000 Equity shares of Rs. 10/- each.

Whereas During the Financial year 2023-24 the following changes had occurred in the Issued, Subscribed and Paid up capital of the company:

The Board of Directors, in their meeting held on January 11, 2024 had allotted 72,00,000 equity shares out of security premium account account/or free reserve of the company in the ratio of 16: 1 i.e. 16 (Sixteen) Bonus Equity Shares for every 1 (One) Equity Share. Pursuant to Bonus issue, the issued, subscribed and fully paid up capital of the Company was increased from Rs 45,00,000 (Rupees Forty-Five Lakhs Only) divided into 4,50,000 Equity shares of Rs. 10/- each to 7,65,00,000 (Rupees Seven Crores Sixty-Five lakhs only) divided into 76,50,000 equity shares of Rs. 10/- each.

After Closure of thefinancial year;

Pursuant to the Initial Public O er 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 nalized 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 Hundred) Equity Shares of Rs. 10/- each.

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 Committee1		No. of Shares held as on March 31, 2024
				in which Director	in which Director is
Mr. Trishneet Arora	Chairman, Executive Director and CEO	January 08, 2024	2	is -	-	56,60,830
Mr. Charanjit Singh	Whole time Director	January 08, 2024	3	-	-	3,05,830
Mr. Bharatkumar	Non - Executive Director	September 30, 2023	-	1	-	-
Amrutlal Panchal
Mr. Sanjiv Swarup	Non-Executive Independent Director	January 13, 2024	7	6	3	-
Ms. Aarti Jeetendra Juneja	Director	Non-Executive Independent January 13, 2024
Mr. Rajiv Vijay Nabar	Director	Non-Executive Independent January 13, 2024	1	2	-

1 excluding Section 8 Company, struck o Company, Amalgamated Company and LLPs

2 Committee includes Audit Committee, and Shareholders Grievances & Relationship Committee across all Public Companies including our Company.

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. 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.

BOARD MEETINGS:

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings were convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 11 (Eleven) times are as on, May 15, 2023, August 18, 2023, September 04, 2023, November 26, 2023, December 01, 2023, January 01, 2024, January 06, 2024, January 11, 2024 (At 10:30 A.M.), January 11, 2024 (At 05:30 P.M.), January 12, 2024 and March 26, 2024. Pursuant to Section 173 of the Companies Act, 2013, the time gap between the two consecutive Board Meetings was not be more

Name of Director	DIN	Designation	Number of Board Meetings Eligible to attend	Number of Board Meetings attended
Mr. Trishneet Arora	07567604	Chairman, Executive Director	11	11
Mr. Charanjit Singh	07567588	Whole-time director	11	11
Mr. Bharat Panchal	06660419	Non -executive Director	09	09
Mr. Sanjiv Swarup	00132716	Non -executive Independent Director	01	01
Ms. Aarti Juneja	06872059	Non -executive Independent Director	01	01
Mr. Rajiv Nabar	10383397	Non -executive Independent Director	01	01

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

GENERAL MEETINGS:

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

Sr. No. Type of General Meeting	Date of General Meeting
1. Annual General Meeting	September 30, 2023
2. Extra Ordinary General Meeting	December 01, 2023
3. Extra Ordinary General Meeting	December 14, 2023
4. Extra Ordinary General Meeting	January 08, 2024
5. Extra Ordinary General Meeting	January 11, 2024
6. Extra Ordinary General Meeting	January 13, 2024

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, 2024 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 ow 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 thefinancial year 2023-24 and up to the date of this report is furnished below:

a. Appointment:

I. In the Board Meeting held on August 18, 2023:

Mr. Bharatkumar Amrutlal Panchal (DIN: 06660419) was appointed as an Additional Non-Executive Director on the Board of the company w.e.f. August 18, 2023.

II. In the Board Meeting held on January 12, 2024:

Mr. Sanjiv Swarup (DIN: 00132716) was appointed as an Additional Non-Executive Independent Director on the Board of the company w.e.f. January 12, 2024 to hold o ce till the conclusion of the ensuing General Meeting of the members of the company.

Mr. Rajiv Vijay Nabar (DIN: 10383397) was appointed as an Additional Non-Executive Independent Director on the Board of the company w.e.f. January 12, 2024 to hold o ce till the conclusion of the ensuing General Meeting of the members of the company.

Ms. Aarti Jeetendra Juneja (DIN: 06872059) was appointed as Additional Non-Executive Independent Director on the Board of the company w.e.f. January 12, 2024 to hold o ce till the conclusion of the ensuing General Meeting of the members of the company.

b. Regularization:

In the Annual General Meeting of the Members held on September 30, 2023, Mr. Bharatkumar Amrutlal Panchal (DIN: 06660419) who was appointed as Additional Non-Executive Director of the company on August 18, 2023 up to the date of the conclusion of the ensuing General Meeting was regularized and appointed as Non-Executive Director of the company w.e.f August 18, 2023 liable to retire by rotation.

In the Extraordinary General Meeting of the Members held on January 13, 2024, Mr. Sanjiv Swarup (DIN: 00132716) who was appointed as Additional Non-Executive Independent Director of the company on January 12, 2024 upto the date of the conclusion of the ensuing General Meeting was regularized and appointed as Independent Director of the company w.e.f January 12, 2024, not liable to retire by rotation.

In the Extraordinary General Meeting of the Members held on January 13, 2024, Mr. Rajiv Nabar (DIN: 10383397) who was appointed as Additional Non-Executive Independent Director of the company on January 12, 2024 upto the date of the conclusion of the ensuing General Meeting was regularized and appointed as Independent Director of the company w.e.f Janaury 12, 2024, not liable to retire by rotation.

In the Extraordinary General Meeting of the Members held on January 13, 2024, Ms. Aarti JeetendraJuneja (DIN: 06872059) who was appointed as Additional Non-Executive Independent Director of the company on January 12, 2024 upto the date of the conclusion of the ensuing General Meeting was regularized and appointed as Independent Director of the company w.e.f Janaury 12, 2024, not liable to retire by rotation.

c. Change in designation:

In the Extraordinary General Meeting of the Members held on January 08, 2024, the designation of Mr. Trishneet Arora (DIN: 07567604) was changed from Non-Executive Director to Chairman Executive Director and Chief Executive o cer of the company for a period of ve years w.e.f January 08, 2024, liable to retire by rotation.

In the Extraordinary General Meeting of the Members held on January 08, 2024, the designation of Mr. Charanjit Singh (DIN: 07567588) was changed from Non- Executive Director to Whole Time Director of the company for a period of ve years w.e.f January 08, 2024, liable to retire by rotation.

d. Retirement by rotation and subsequent re-appointment: i. Mr. Charanjit Singh (DIN: 07567588), Whole Time Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Quali cation of Directors) Rules, 2014 (including any statutory modi- cation(s) or re-enactment(s) thereof for the time being in force), and being eligible have o ered 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/ appointment as Director are also provided in Notes to the Notice convening the 8th Annual General meeting.

KEY MANAGERIAL PERSONNEL:

During thefinancial year 2023-24, the Company designated the following individuals as Key Managerial Personnel as per Section 203 of the Companies Act, 2013:

Mr. Trishneet Arora Chairman, Executive Director and Chief Executive O cer Mr. Charanjit Singh - Whole Time Director Ms. Neha Garg - Chief Financial O cer* Mr. Vishal Jain - Chief Financial O cer** Ms. Sharon Arora - Company Secretary and Compliance o cer *Ms. Neha Garg resigned from the designation of Chief Financial O cer w.e.f. May 24, 2024. **Mr. Vishal Jain was appointed as Chief Financial O cer w.e.f. May 24, 2024.

During the year under review following changes took place in the constitution of Key Managerial Personnel: Mr. Trishneet Arora (DIN: 07567604) Non - Executive Director of the company was designated as Chairman, Executive Director and Chief Executive O cer of the company w.e.f January 08, 2024. Mr. Charanjit Singh (DIN: 07567588) Non - Executive Director of the company was designated as Whole Time Director of the company w.e.f December 09, 2023. Ms. Neha Garg resigned from the designation of Chief Financial O cer (CFO) w.e.f. May 24, 2024. Mr. Vishal Jain was appointed as Chief Financial O cer (CFO) of the company w.e.f from May 24, 2024. Ms. Sharon Arora (M. No.: A38209) was appointed as Company Secretary & Compliance O cer of the company w.e.f. Jan-uary 01, 2024.

CHANGE IN REGISTERED OFFICE:

During thefinancial year 2023-24, the Company designated the following individuals as Key Managerial Personnel as per Section 203 of the Companies Act, 2013:

As on the date of this report, the registered o ce of the company is situated at: 08th Floor, Plot No. C-203, Industrial Focal Point, Phase 8B, Mohali, Punjab -160055, Punjab, India Ph. +91 99888 50821 The registered o ce was shifted for administrative convenience from 04th Floor, World Tech Tower, Plot No.C-203, Phase 8B, Industrial Area, Sector 74, Mohali-160059, Chandigarh, Punjab, to 08th Floor, Plot No. C-203, Industrial Focal Point, Phase 8B, Mohali, Punjab -160055, Punjab, India Ph. +91 99888 50821

PERFORMANCE EVALUATION:

Your Board of Directors has 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 will be 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, con rm that: In preparation of Annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

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 a airs of the Company at the end of thefinancial year and of the profit or loss of the Company for that year;

The Directors had taken proper and su cient 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;

The Directors had prepared the annual accounts for the year ended March 31, 2024 on going concern basis.

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

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. The registered o ce was shifted for administrative convenience from 04th Floor, World Tech Tower, Plot No.C-203, Phase 8B, Industrial Area, Sector 74, Mohali-160059, Chandigarh, Punjab, to 08th Floor, Plot No. C-203, Industrial Focal Point, Phase 8B, Mohali, Punjab -160055, Punjab, India Ph. +91 99888 50821 a. Audit Committee:

Your Board of Directors have, in pursuance to provisions of Section 177 of the Companies Act, 2013, or any subsequent modi cation(s) or amendment(s) thereof in its Meeting held on January 12, 2024 constituted Audit Committee. The constitution of the Audit Committee is as follows:

Name of Committee Member	DIN	Designation	Nature of Directorship
Ms. Aarti 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. Bharat Panchal	06660419	Non-Executive Director	Member

Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearlyfinancial result. As the Committee was constituted on January 12, 2024 the meeting of committee was not applicable during the reporting period.

b. Stakeholders Relationship Committee:

Your Board of Directors have, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modi cation(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 Certi cates; Non-receipt of Annual Report; Dividend Warrants; etc.

The constitution of the Stakeholders Relationship Committee is as follows:

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

As the Committee was constituted on January 12, 2024 the meeting of committee was not applicable during the reporting period.

Also, during the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2024.

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 modi cation(s) or amendment(s) thereof in its Meeting held on January 12, 2024 constituted Nomination and Remuneration Committee,

The constitution of the Nomination and Remuneration Committee is as follows:

Name of Committee Member	DIN	Designation	Nature of Directorship
Mr. Rajiv Vijay Nabar	10383397	Non-Executive Independent Director	Chairperson
Ms. Aarti Juneja	06872059	Non-Executive Independent Director	Member
Mr. Sanjiv Swarup	00132716	Non-Executive Independent Director	Member
Mr. Bharat Panchal	06660419	Non-Executive Director	Member

Nomination and Remuneration Committee meetings are generally held for identifying the persons who are quali ed to become Directors and may be appointed in senior management and recommending their appointments and removal. As the Committee was constituted on January 12, 2024 the meeting of committee was not applicable during the reporting period.

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, no meeting of the CSR Committee had been held.

The constitution of the Corporate Social Responsibility Committee is as follows:

Name of Committee Member	DIN	Designation	Nature of Directorship
Mr. Trishneet Arora	07567604	Chairman, Executive Director & CEO	Chairperson
Mr. Charanjit Singh	07567588	Whole time Director	Member
Mr. Sanjiv Swarup	00132716	Non-Executive Independent Director	Member

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-relations/.

REMUNERATION OF DIRECTOR:

The details of remuneration paid during thefinancial year 2023-24 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. Hence, 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.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024 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://tacsecuri-ty.com/investor-relations/.

SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

As on March 31, 2024, Your Company does not have any Subsidiary, Associate and Joint Venture Company except TAC Security INC (Wholly Owned Subsidiary).

Sr. No. Name of the Company	Address of Registered O ce	Nature of Business
1. TAC Security INC	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.

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of thefinancial 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 a airs 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, 2024.

TRANSACTIONS WITH RELATED PARTIES:

All the Related Party Transactions entered into during thefinancial year were on an Arms Length basis and in the Ordinary Course of Business. No material signi cant Related Party Transactions (i.e. exceeding 10% of the annual consolidated turnover as per the last auditedfinancial statement) with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential con ict with the interest of the Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

The details of the related party transactions for thefinancial year 2023-24 is given in notes of thefinancial statements which is part of Annual Report. The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://tacsecurity.com/investor-relations/.

MATERIAL CHANGES AND COMMITMENT:

During the reporting year, on March 11, 2024, your Company had successfully acquired 100% stake in TAC Security INC, thereby rendering it as a wholly owned subsidiary of the company. Apart from the aforementioned transaction, there were no other material changes or commitments undertaken during thefinancial year.

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."

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, your company have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Your Companys policy assures discretion and guarantees non-retaliation to complainants. Your Company follow a gender-neutral approach in handling complaints of sexual harassment and compliant with the law of the land where we operate.

Your Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During thefinancial year 2023-24, your company is pleased to report that there were no complaints received regarding sexual harassment and remain committed to maintaining a safe and respectful workplace environment for all employees, where such issues are handled swiftly and with the utmost sensitivity and diligence.

RISK MANAGEMENT:

A well-de ned 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 identi- ed 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 e ec-tively. 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 e orts 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-de ned and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed rm 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 thefinancial 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 overfinancial reporting as de ned 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 duciary 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 speci ed 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 is 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 precedingfinancial year. The details of the same is forming part of this Report.

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.

STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Maharishi & Co., Chartered Accountants (FRN: 124872W), were appointed as Statutory Auditors of the Company in the Annual General Meeting ("AGM") of the members of company held on September 30, 2022 to hold o ce till conclusion of the 6th Annual General Meeting of the Company to be held in the calendar year 2027.

The Notes to thefinancial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with thefinancial statements in this Annual Report. There has been no quali cation, reservation, adverse remark or disclaimer given by the Auditors in their Report.

INTERNAL AUDITOR:

Pursuant to Section 138 of Companies Act 2013 read with the Companies (Accounts) Rules, 2014, company does not fall under criteria as speci ed under Section 138 of Companies Act 2013 read with the Companies (Accounts) Rules, 2014 as Internal Audit is not applicable for the F.Y. 2023-24, and accordingly Company has not appointed Internal Auditor for F.Y.

2023-24.

MAINTENANCE OF COST RECORD:

The Company is not required to maintain cost records as speci ed by the Central Government as per Section 148(1) of the Act and the rules framed thereunder and accordingly.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, company does not fall under criteria as speci ed under Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Secretarial Audit is not applicable for the F.Y. 2023-24, and accordingly Company has not appointed Secretarial Auditor for F.Y. 2023-24.

REPORTING OF FRAUD:

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Companys o cers 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 signi cant/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).

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.

WEBSITE:

Your Company has its fully functional website https://tacsecurity.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 a airs 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.

INDUSTRIAL RELATIONS:

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

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;

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

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

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

(iv) No signi cant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

APPRECIATIONS AND ACKNOWLEDGEMENT:

Your directors wish to place on record their sincere appreciation for signi cant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of Board of Directors

TAC Infosec Limited

CIN: L72900PB2016PLC045575

 

Trishneet Arora	Charanjit Singh
Chairman, Executive Director	Whole Time Director
DIN: 07567604	DIN: 07567588

 

Registered o ce:

08th Floor, Plot No. C-203, Industrial Focal

Point, Phase 8B, Mohali, Punjab -160055,

Punjab, India Ph. +91 99888 50821

 

Place: Punjab

Date: September 07, 2024