TechD Cybersecurity Ltd Directors Report

TO,

THE MEMBERS,

TECHDEFENCE LABS SOLUTIONS PRIVATE LIMITED

Ahmedabad

Your directors have pleasure in presenting the Boards Report of your Company together with the Audited Statement of Accounts and the Auditors Report of your company for the financial year ended, 31st March, 2024.

FINANCIAL HIGHLIGHTS

(Amount in Lakhs)

Particulars	2023-2024	2022-2023
Gross Income	1381.90	758.65
Depreciation	13.84	5.47
Expenses	949.12	618.26
Net Profit/Loss Before Tax	432.77	140.39
Current Tax	110.00	38.00
Deferred Tax	(0.21)	0.02
Tax for Previous Year	0.58	0.52
Net Profit/Loss After Tax	322.39	101.84

DIVIDEND

To conserve the resources of the company, the directors are not recommending any dividend. AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided to transfer current year profit to its reserves.

INFORMATION ABOUT SUBSIDIARY/ IV/ ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

There is no such amount which is to be transferred to I EPF. Hence the said provision is not applicable.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the company occurred between the financial year to which this financial statement relate on the date of this report.

EXTRACT OF ANNUAL RETURN

The MCA has done away with the requirement of attaching the extract of the annual return in Form No. MGT 9 with the Boards Report vide its notification dated 28.08.2020

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2023-24 , the Company held 3 (THREE) board meetings of the Board ot Directors as per Section 173 of Companies Act, 2013 which is summarized below.

SNo.	Date of Meeting	Board Strength	No. of Directors Present
1	01/04/2023	2	2
2	25/09/2023	2	2
3	01/02/2024	2	2

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company

confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(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 and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) Company being unlisted sub clause (e) of section 134(3) is not applicable.

(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.

AUDITORS and REPORT thereon

The term of Auditor M/s. TRS & Associates., Chartered Accountants is continued as the auditor of the company for the year 2023-24. And he will hold the office till the conclusion of the AGM going to be held in the year 2028.

There are no qualifications or adverse remarks in the Auditors Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

Further the Auditors Report for the financial year ended, 31st March, 2024 is annexed herewith for your kind perusal and information.

LOANS. GUARANTEES AND INVESTMENTS

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. The related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons. More particularly all the related party transactions are provided in Form AOC - 2 attached to the director report.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

(B) Foreign exchange earnings and Outgo

No foreign exchange earnings and outgo were taken place during the year under review are:

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the clement of risk threatening the Companys existence is very minimal.

DIRECTORS urn! KMP

There were no changes observed in constitution of board of Directors and KMP during the year 2023-24.

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The company docs not meet the criteria of Section 135 of Companies Act, 2013 RATIO OF REMUNERATION TO EACH DIRECTOR

The Company has pay remuneration to its director during the year as follows:

Sr. No	Name	Remuneration (Amount is Rs.)
1	Sunny Vaghela	1,55,05,000/-

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Board as well.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPREVFNTION. PROHIBITION AND REDRESSED ACT. 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations.

ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

SUNNY VAGHELA	PIYUSH VAGHELA
MANAGING DIRECTOR	DIRECTOR
DIN:-02068653	DIN:07693754