Trustwave Securities Ltd Directors Report

Your Directors have pleasure in presenting their 42^nd Annual Report of the business and operations of the Company together with audited financial statements for the financial year ended 31^st March, 2026.

1. Financial Highlights

Description	Financial Year 2025-26	Financial Year 2024-25
Total Income	15.05	0.00
Total Expenses	21.14	17.09
Profit/Loss before tax	(6.10)	(17.09)
Current Tax / Deferred Tax Credit / (Charge) (net)	Nil	-
Profit for the year	(6.10)	(17.09)
Other Comprehensive Income (net)	-	-
Total Comprehensive Income	(6.10)	(17.09)

2. State of the Companys affairs

During the financial year under review, the Company recorded a total income of Rs. 15.05 Lakhs as against Nil income in the previous financial year. The Company incurred a net loss of Rs. 6.10 Lakhs during the year as compared to a net loss of Rs. 17.09 Lakhs in the preceding financial year.

The management continues to focus on strengthening the Companys operations and exploring suitable business opportunities for sustainable growth.

3. Dividend & Reserve

In view of the losses incurred during the year under review, the Board of Directors has not recommended any dividend on the equity shares of the Company for the financial year ended 31^st March, 2026. Further, no amount has been transferred to reserves during the year.

4. Change in nature of business

During the financial year under review, there was no change in the nature of business of the Company. The Company continued to carry on its existing business activities.

5. Capital Reduction Scheme

The paid-up equity share capital of the Company as on 31^st March, 2026 stood at Rs. 6,53,76,000/-, comprising 65,37,600 Equity Shares of Rs. 10/- each fully paid-up.

During the financial year under review, pursuant to the approval of the members obtained through Postal Ballot concluded on 8^th February, 2025, the Honble National Company Law Tribunal, Mumbai Bench, vide its Order dated 19^th March, 2026, sanctioned the Scheme of Reduction of Share Capital under Section 66 of the Companies Act, 2013.

The Board of the Directors of the Company pursuant to the order dated 19^th March, 2026 has approved the allotment of 3,26,880 equity shares of Rs. 10/- each on 28^th April, 2026. Upon the Scheme becoming effective, the issued, subscribed and paid-up equity share capital of the Company stood reduced from Rs. 6,53,76,000/- comprising 65,37,600 Equity Shares of Rs. 10/- each to Rs. 32,68,800/- comprising 3,26,880 equity shares of Rs. 10/- each, by adjusting Rs.6,21,07,200/- against the accumulated losses of the Company in accordance with the sanctioned Scheme.

The implementation of the Scheme has enabled the Company to write off a substantial portion of its accumulated losses and present a more representative capital structure and financial position.

6. Share Capital

During the financial year under review, the Company has not issued:

a) any equity shares with differential rights.

b) any Sweat Equity Shares.

c) any Employee Stock Options.

Accordingly, the disclosure requirements prescribed under the Companies Act, 2013 and the rules made thereunder, in respect of the aforesaid matters, are not applicable.

7. Policy on Directors Appointment and Remuneration

Pursuant to Section 178 of the Companies Act, 2013, the Company has adopted a Nomination and Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and employees. The Policy provides guidelines for their appointment, remuneration, qualifications, performance evaluation and other related matters.

8. Material Changes & Commitments

Subsequent to the end of the financial year and up to the date of this Report, the Scheme of Reduction of Share Capital, as approved by the Honble National Company Law Tribunal, Mumbai Bench, was implemented by the Company. The details of the same are provided under the head “Capital Reduction Scheme” forming part of this Report.

Except as stated above, no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

9. Management Discussion and Analysis

Pursuant to Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms an integral part of this Annual Report and is annexed herewith as Annexure - I.

10. Listing at Stock Exchange

The Equity Shares of the Company are listed on BSE Limited ("BSE"). The Company has complied with the applicable listing requirements.

11. Corporate Governance Report

Pursuant to Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance provisions specified under Regulations 17 to 27, clauses (b) to (i) and (t) of Regulation 46(2) and Para C, D and E of Schedule V are not applicable to the Company, as the paid-up equity share capital and net worth of the Company did not exceed the prescribed thresholds as on the last day of the previous financial year. As on 31^st March, 2025, the paid-up equity share capital of the Company was Rs. 653.76 Lakhs and the net worth was Rs. (93.59) Lakhs.

Accordingly, the Corporate Governance Report for the financial year ended 31^st March, 2026 is not required to be provided.

12. Annual Return

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended 31^st March, 2026 is available on the website of the Company at www .trustwavesecuritieslimited.com.

13. Directors Responsibility Statement

Pursuant to Section 134 (3)(c) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief, confirm 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 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) the Directors, in the case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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;

14. Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. Particulars of Loans, Guarantees and Investments

During the year, the Company has not made any loans, guarantees or investments attracting Section 186 except those disclosed in the Financial Statements.

16. Related Parties Transactions

All Related Party Transactions entered into during the financial year were in the ordinary course of business and on an arms length basis. During the year under review, there were no materially significant Related Party Transactions requiring approval of the shareholders under the Companies Act, 2013 or the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Accordingly, disclosure in Form AOC-2 pursuant to Section 134(3)(h) read with Section 188 of the Companies Act, 2013 is not applicable to the Company.

17. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

A) Conservation of energy: -

i) The steps taken or impact on conservation of energy: The Company is very careful in using the power to reduce the cost of maintenance and conserve the resources.

ii) The steps taken by the Company for utilizing alternate sources of energy: N.A.

iii) The capital investment on energy conservation equipment: N.A.

B) Technology absorption:

i) The efforts made towards technology absorption: N.A.

ii) The benefits derived like product improvement, cost reduction product development or import

substitution: N.A.

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): N.A.

a) The details of technology imported: N.A.

b) The year of import: N.A.

c) Whether the technology has been fully absorbed. N.A.

d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof: N.A.

iv) The expenditure incurred on Research and Development: N.A.

C) Foreign Exchange Earnings and Outgo:

i) Total Foreign Exchange Earned: Nil

ii) Total Foreign Exchange Used: Nil

18. Subsidiaries, Associates and Joint Venture

The Company did not have any subsidiary, associate or joint venture Company as on March 31, 2026. Accordingly, the requirement of presenting a statement containing salient features of the financial statements of subsidiaries, associates and joint ventures in Form AOC-1 is not applicable.

19. Significant and Material orders passed by the Regulators or Courts

During the year under review, the Honble National Company Law Tribunal, Mumbai Bench has, vide its Order dated 19^th March, 2026, approved the scheme of reduction of share capital of the company under section 66 of the Companies Act, 2013. The details of the said scheme and its implementation are provided under the head "Capital Reduction Scheme" forming part of this Report.

Other than the aforesaid, no significant or material orders were passed by any regulator, court or tribunal impacting the going concern status and future operations of the Company.

20. Directors and Key Managerial Personnel Directors:

During the financial year under review, there was no change in the composition of the Board of Directors of the Company. In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Naliny Kharwad (DIN: 02001739), Managing Director, retires by rotation at the ensuing 42^nd Annual General Meeting and, being eligible, has offered herself for reappointment.

Key Managerial Personnel:

During the financial year under review, the following changes took place in the Key Managerial Personnel of the Company:

• Ms. Reet Phulwani (ACS No.37989) resigned from the position of Company Secretary and Compliance Officer with effect from 18^th November, 2025.

• Ms. Chandni Lohar (ACS No. 57546) was appointed as Company Secretary and Compliance Officer of the Company and designated as Key Managerial Personnel with effect from 16^th February, 2026.

21. Companys Policies

In compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted various policies and codes including, inter alia, the Nomination and Remuneration Policy, Policy on Materiality of Related Party Transactions, Vigil Mechanism / Whistle Blower Policy and Risk Management Policy. The Risk Management Policy provides a framework for identification, assessment, monitoring and mitigation of risks associated with the Companys operations.

These policies are available on the website of the Company at www.trustwavesecuritieslimited.com.

22. Number of Board Meetings

During the financial year 2025-26, the Board of Directors met Six (6) times. The gap between any two meetings did not exceed the period prescribed under the Companies Act, 2013 and the applicable Secretarial Standards.

The details of the meetings of the Board of Directors held during the year are as under:

Date of Meeting

29-05-2025

08-08-2025

12-08-2025

08-11-2025

06-02-2026

16-02-2026

The Board has constituted the following Committees in accordance with the applicable provisions of the Companies Act, 2013:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders Relationship Committee

Audit Committee:

During the year under review, the Audit Committee met Five (5) times. The dates of the meetings are as follows:

Date of Meeting

29-05-2025

12-08-2025

08-08-2025

08-11-2025

06-02-2026

The Committee comprised the following members as on 31^st March, 2026:

Name of the member	Designation
Nilesh Yadav	Chairperson, Non-Executive Independent Director
Himanshu Agarwal	Member, Non-Executive Independent Director
Deepak Kharwad	Member, Non-Executive Non-Independent Director

Nomination and Remuneration Committee:

During the year under review, the Nomination and Remuneration Committee met once on 16^th February, 2026. The Committee comprised the following members as on 31^st March, 2026:

Name of the member	Designation
Nilesh Yadav	Chairperson, Non-Executive Independent Director
Himanshu Agarwal	Member, Non-Executive Independent Director
Deepak Kharwad	Member, Non-Executive Non-Independent Director

Stakeholders Relationship Committee:

During the year under review, the Stakeholders Relationship Committee met once on 29^th May, 2025. The Committee comprised the following members as on 31^st March, 2026:

Name of the member	Designation
Nilesh Yadav	Chairperson, Non-Executive Independent Director
Himanshu Agarwal	Member, Non-Executive Independent Director
Deepak Kharwad	Member, Non-Executive Non-Independent Director

23. Performance evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance, the performance of individual Directors and that of its Committees.

The Independent Directors separately reviewed the performance of the Non-Independent Directors, the Board as a whole and the Chairperson of the Company. They also assessed the quality, quantity and timeliness of the flow of information between the Companys Management and the Board.

The Board expressed satisfaction with the evaluation process and its outcomes.

24. Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules made thereunder, the Company has established a Vigil Mechanism / Whistle Blower Policy to provide a formal mechanism for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct or any other misconduct.

The Policy provides adequate safeguards against victimization and ensures direct access to the Chairperson of the Audit Committee in appropriate cases. The Policy is available on the website of the Company.

25. Particulars of Employees and Remuneration

Particulars of employees and related disclosures as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this Annual Report as Annexure - II.

26. Internal Financial Controls with reference to financial statements

The Company has established adequate internal financial controls commensurate with the nature, size and complexity of its business operations. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting, safeguarding of assets, prevention and detection of frauds and errors, compliance with applicable laws and regulations and the orderly conduct of business operations.

The Board believes that the internal financial control system is adequate and operating effectively during the year under review.

27. Safety, Health and Environment

The Company is committed to providing a safe, healthy and productive work environment for its employees. Appropriate measures are undertaken to ensure employee well-being, workplace safety and compliance with applicable statutory requirements.

Considering the nature of the Companys business activities, the environmental impact of its operations is minimal. Nevertheless, the Company remains committed to adopting responsible and sustainable business practices.

28. Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a policy for prevention of Sexual Harassment at the Workplace in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The policy on Prevention of Sexual Harassment at Workplace aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. During the year ended 31st March, 2026:

Number of complaints of sexual harassment received in a year -Nil

Number of complaints disposed of during the year - Nil

Number of cases pending for more than 90 days - Nil

The Company is not required to form an internal committee under section 4 of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed in the Company.

29. Auditors

a. Statutory Auditors

M/s. Vinod S. Mehta & Co., Chartered Accountants, Statutory Auditors of the Company, continue to hold office in accordance with the provisions of the Companies Act, 2013. The Statutory Auditors Report on the Standalone Financial Statements for the financial year ended 31^st March, 2026 forms part of this Annual Report.

The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. The observations made therein are self-explanatory and do not call for any further comments from the Board.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Hemang Satra & Associates, Practising Company Secretaries, to conduct the Secretarial Audit of the Company for the financial year 2025-26. The Secretarial Audit Report in Form MR-3 forms part of this Annual Report as Annexure - III.

The observations contained in the Secretarial Audit Report are self-explanatory and do not call for any further comments or explanations from the Board.

c. Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, subsequent to the end of the financial year, the Board of Directors at its meeting held on 24^th July, 2026 appointed M/s. Akash Prajapati and Company, Chartered Accountants (FRN: 158112W), as the Internal Auditor of the Company for the financial year 2025-26.

30. Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government during the financial year under review.

31. Maternity Benefit

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

32. Statement on Other Compliances

Your Directors state that no disclosure or reporting is required in respect of the following matters, as the same were not applicable to the Company or no such event/transaction occurred during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Neither the Managing Director nor any of the Directors of the Company receive any remuneration or commission from any of its subsidiaries;

c. No fraud was reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 during the year under review.

d. Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

e. Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company;

f. Issue of debentures/bonds/warrants/any other convertible securities.

g. Details of any application filed for Corporate Insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.

h. Instance of one-time settlement with any Bank or Financial Institution.

i. The maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and the requirement of cost audit are not applicable to the Company.

j. The Company does not fall within the criteria prescribed under Section 135 of the Companies Act, 2013 and accordingly, the provisions relating to Corporate Social Responsibility (CSR) were not applicable during the financial year under review.

k. No amount was required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to Sections 124 and 125 of the Companies Act, 2013. Accordingly, no shares were transferred to the IEPF Authority during the year.

l. The requirement of furnishing a Business Responsibility and Sustainability Report (BRSR) in terms of Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

33. Acknowledgement

The Board of Directors thanks the Banks, Central and State Government Authorities, Shareholders, Customers, Suppliers, Employees and Business Associates for their continued co-operation and support to the Company.