SecUR Credentials Ltd

To,

The Members,

SecUR Credentials Limited.

Your Directors are pleased to present their 22nd Annual Report together with the Audited financial statements of your Company for the year ended 31st March, 2023.

1. FINANCIAL HIGHLIGHTS:

(In Lakhs)

2. TRANSFER TO THE RESERVES

During the year under review this item is explained under the head "Reserve & surplus" forming part of the Balance Sheet, as mentioned in the Note no. 13 of significant accounting policies and notes forming part of the financial statements.

3. REVIEW OF BUSINESS OPERATION

During the year under review, the Company has earned revenue of Rs 51.35 crore against 51.78 crore in the previous year.

4. DIVIDEND

During the financial year, your Company does not declare any dividend for the year 2022-23.

5. CHANGE IN NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of business of the Company.

6. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, confirm that.

a) In the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure;

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

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year under review, the Company was not required to transfer any funds to the Investor Education and Protection Fund as per the provisions of Section 125 of the Act

8. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report.

9. CLASSES OF SHARES

As on date, the Company has only one class of share capital i.e. Equity Shares of Rs 10/- each.

10. SHARE CAPITAL

The Authorized share capital of the Company is Rs 51 crore as on March 31, 2023 and the Issued, Subscribed and paid- up Equity Share Capital of the Company is Rs 41.06 crore as on March 31, 2023.

During the year under review, there were no further public issue, rights issue or preferential issue held in the Company. The Company has not issued shares with differential voting rights or sweat equity shares during the year.

On January 05, 2023, Company allotted 3,07,97,070 Fully Paid-up Bonus Shares in the ratio 3:1 to the eligible shareholders whose name appear in the Register of Shareholders as on January 4, 2023, i.e. the Record Date fixed for this purpose. After the said allotment, Share Capital of the Company is Rs 41, 06, 27,600 as on March 31, 2023.

11. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered into with the related parties during the year under review were in the ordinary course of business and on an arm's length basis. All the related party transactions are part of the notes to accounts of the financial statements for the F.Y. 2022-23.

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

Since, your company is neither having any subsidiaries or associate companies nor has entered into any joint ventures with any other company, the provision is not applicable.

13. CONSOLIDATED FINANCIAL STATEMENT

As there are no Subsidiary or Associate Company of SecUR Credentials Limited, therefore, consolidated financial statements are not prepared for FY 2022-23.

14. CORPORATE GOVERNANCE REPORT

In terms of Regulation 34(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Corporate Governance Report, the Management Discussion & Analysis Statement, and the Auditors' Certificate regarding Compliance to Corporate Governance requirements and attached as "Annexure-V" forming part of this Director's Report.

15. LOANS, GUARANTEES AND INVESTMENTS

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements.

16. PUBLIC DEPOSIT

During the financial year 2022-23, your Company has not accepted any fixed deposits within the meaning of section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

17. CONSERVATION OF ENERGY

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as under.

(A) Conservation of Energy:

The production and manufacturing activities are not carried on by the Company and due to that no usage of energy. Hence, no steps are taken by the Company for conservation of energy.

(B) Technology Absorption:

The company has not imported any technology during the year and as such there is nothing to report.

(C) Foreign Exchange Earnings and Outgo:

(In Lakhs)

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment-

The Board of Directors at its meeting held on July 8, 2022 appointed Mr. Prateek Jain (DIN: 08611660) and Mr. Jaykishan D Darji (DIN: 09663640) as Additional Directors designated as a Non-Executive Independent Directors on the Board of Directors of the Company w.e.f. July 8, 2022 and was regularized in AGM held on September 19, 2022.

Subsequent to the end of the financial year March 31, 2023-

The Board of Directors at its meeting held on January 05, 2023 appointed Mr. Ashish Ramesh Mahendrakar (DIN: 03584695) as Additional Directors designated as an Executive (Professional) Director on the Board of Directors of the Company w.e.f. January 05, 2023 and was regularized in EGM held on April 03, 2023.

Directors retiring by rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013, Mr. Ashish Ramesh Mahendrakar who retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting of the Company.

Resignation-

During the Financial year, No Director has resigned from the Board of the company.

Pursuant to the provisions of section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMPs) of the Company are:-

19. DISCLOSURE BY INDEPENDENT DIRECTORS

Your Company has received declarations from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

The Board has reviewed integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year; and The Board has confirmed that the independent directors fulfill the conditions specified in the SEBI Listing Regulations and are independent of the management.

20. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its committees as well as performance of Directors individually through internally developed questionnaire on performance evaluation.

The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings.

The performance evaluation of Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Non-Executive Directors and Chairman of the Company was also carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

21. MEETING OF THE BOARD OF DIRECTORS

Composition of the Board of Directors of the Company is in conformity with the requirements of Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board meets at regular intervals to discuss on Company's Business policy/strategy apart from other business of the Board. The details pertaining to number of Board Meetings held during the financial year under review set out in the Corporate Governance Report.

22. COMMITTEES OF THE BOARD

There are currently four Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate & Social Responsibility Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Director Report" and "Corporate Governance Report", as a part of this Annual Report.

23. RISK MANAGEMENT

The management continuously assess the risk involved in the business and all out efforts are made to mitigate the risk with appropriate action. The risk management framework of the Company is appropriate compared to the size of the Company and the environment under which the Company operates. The Company has appointed Mr. Richard Desouza as Chief Risk Officer to look after and mitigate the risk factors.

24. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act,2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as "Annexure-III".

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, and forming part of Directors' Report for the year ended 31st March, 2023 is given in a separate annexure to this report. The said annexure is not being sent along with this report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013.

25. CORPORATE GOVERNANCE REPORT

In terms of Regulation 34(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Corporate Governance Report, the Management Discussion & Analysis Statement, and the Auditors' Certificate regarding Compliance to Corporate Governance requirements are part of this Annual Report.

26. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return of the Company as on 31st March, 2023 is available on the website of the Company at https://secur.co.in/investors/#tab-2e00171a5c0656c80ec

27. DISCLOSURE RELATING TO REMUNERATION AND NOMINATION POLICY

In accordance with the provisions of Section 134 and Section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, the Company has formulated nomination and remuneration policy to provide a framework for remuneration of members of the Board and Senior Management Personnel of the Company.

The details of this policy are explained in Corporate Governance Report. No changes were made in nomination and remuneration policy during the financial year under review.

The NRC Policy can be accessed on the website of the Company at Nomination-and-Remuneration-Policy.pdf (secur.co.in)

28. CORPORATE SOCIAL RESPONSIBILITY ("CSR") POLICY

The Company has in place CSR Policy which outlines the Company's philosophy and responsibility and lays down the guidelines and mechanism for undertaking socially impactful programs towards welfare and sustainable development of the community around the area of its operations. The Policy is disclosed on the website of the Company at https://secur.co.in/wp-content/uploads/2023/08/Secur CSR-Policy.pdf.

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

29. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted a whistleblower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Company's code of conduct. The policy provides direct access to the chairman of the audit committee to the whistleblowers. No one was denied access to the same. The Policy is disclosed on the website of the Company at https://secur.co.in/wp-content/uploads/2022/05/Policy-on-Vigil-Mechanism.pdf.

30. STATUTORY AUDITOR

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

31. AUDITOR'S REPORT

The observations made by the Auditors are self-explanatory and have also been explained in the notes forming part of the accounts, wherever required.

32. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Deepti & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2022-23.

A Secretarial Audit Report in Form MR-3 given by M/s Deepti & Associates, Practicing Company Secretaries has been provided in an "Annexure-I" which forms part of the Directors Report.

There is no qualification, reservation or adverse remark made in their Secretarial Audit Report submitted to the Company.

33. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2022-23 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Secretarial Compliance Report for the financial year 2022-23, does not contain any qualification, reservation or adverse remark. The Secretarial Compliance Report has been provided in an "Annexure-II".

34. COST AUDITOR

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company hereby confirms that the provisions of this section is not applicable, hence your company needs not required to appoint cost auditor for the financial year 2022-23.

35. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No such order was passed by any of the authorities, which impacts the going concern status and company's operations in future.

36. INTERNAL AUDIT & CONTROL

Your Company has appointed Mr. S M Bhat, Chartered Accountant, as its Internal Auditor for the Financial Year 2022- 23. He takes care of the internal audit and controls, systems and processes in the Company. He is supported in discharge of his duties by firms of chartered accountants (namely M/s. S.D. Mehta & Co.). Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations.

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

37. FRAUD REPORTING

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

38. FREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding.

Sexual harassment. All employees (permanent, on probation, contractual, temporary, and employees on third party payroll) are covered under this Policy. During the year under review, No complaint with allegations of sexual harassment was filed during the year under review under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as of 31st March, 2023.

39. CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on the reasonable assumption, the actual results might differ.

40. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:

a. Material changes and/ or commitments that could affect the Company's financial position, which have occurred between the end of the financial year of the Company and the date of this report.

b. Significant or material orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and Company's operations in future.

c. Frauds reported as per Section 143(12) of the Companies Act, 2013.

d. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code,2016 (31 of 2016) during the year along with their status as at the end of the financial year; and.

e. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

41. ACKNOWLEDGEMENT

The Board of Directors would like to express its appreciation for the dedicated and sincere efforts of the employees of the Company for their unstinted support throughout the year. The Board is also thankful to all its stakeholders including Bankers, Investors, members, customers, consultants, vendors, contractors etc. for their continued support and confidence reposed in the Company.