To,

The Members of the Company,

M/s. Sattrix Information Security Limited

Your Directors have pleasure in presenting 11^th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE COMAPNY

The Company's financial performance, for the year ended March 31, 2024, is summarized below:

(Amt. In Lakhs)

Notes:

1. The above figures are extracted from the audited financial statements prepared as per Indian Generally Accepted Accounting Principles (GAPP).

2. Equity Shares are at Face Value of Rs. 10 per share.

3. EPS for the financial year 2022-23 has been readjusted in terms Accounting Standard (AS) 20 due to the issuance of further equity Shares during the year under review.

Review:

The year under review was an eventful year for the Company

1. The Company issued and allotted bonus shares to the shareholders in the ratio of 499:1 share in the month of October, 2023.

2. The Company was converted into a Public Limited Company with effect from 07th November, 2023.

3. The Company entered the Stock Market (BSE SME Platform) through Initial Public Offer for 18,00,000 equity shares with a Face Value of Rs. 10/- each offered under a Fixed Price Issue Process with a price band of Rs. 121/- per share. The Issue was opened for public on 05th June, 2024 and the issue was closed on 07th June, 2024 with an oversubscription by 70.44 times.

4. The shares were listed on the BSE SME exchange on 12^th June 2024.

2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/ SATTE OF COMPANY'S AFFAIR

The Company is engaged in the business of Information security and cyber security services. It has a presence across global including the UAE and the USA. During the year 2023-2024, the Company's operations, continued to be satisfactory. During the year under review, total Revenue of the Company stood at Rs. 3,968.12 Lakhs compares to Rs. 3,321.48 Lakhs in the previous year and from Rs. 4,133.29 Lakhs compares to Rs. 3,591.43 Lakhs on standalone and consolidate basis respectively.

3. DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

4. CHANGES IN SHARE CAPITAL

During the year the Company has increased its Authorised Share Capital in the manner set forth below:

1. The Company in the month of August, 11th 2023, increased its Authorised Share Capital from Rs. 1,00,000 (Rupees One Lakh Only) divided into 10,000 equity shares of Rs. 10/- each to Rs. 6,50,00,000 (Rupees Six Crore and Fifty Lakhs Only) divided into 65,00,000 equity shares of Rs. 10/- (Rupees Ten Only).

2. In the month of October, 30th 2023, increased its Increase in Authorised Capital of the Company from Rs. 6,50,00,000 (Rupees Six Crore Fifty Lakhs Only) divided into 65,00,000 (Sixty-Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 7,50,00,000 (Rupees Seven-Crore Fifty Lakhs Only) divided into 75,00,000 (Seventy-Five Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

During the year the Company has increased its Paid up Capital in the manner set forth below:

1. The Company issued and allotted 49,90,000 Equity Shares of Rs. 10/- each as Bonus Shares in the month of October, 24th 2023.

Listing of Shares on SME Exchange of BSE

Your Directors are pleased to inform you that the Company's securities have been listed on SME Exchange of BSE Limited from 12th June, 2024.

The Company got its equity shares listed via Initial Public Offer on SME Exchange of BSE Limited:

The Company made Initial Public Offer (IPO) for 18,00,000 Equity Shares for cash at an Issue Price of Rs. 121 per Equity Share (Incl. share premium of Rs. 111/- per Equity Shares) aggregating to Rs. 2178.00 Lakhs through an Initial Public Offer.

The Authorised Share Capital as on 31st March 2024 is Rs. 7,50,00,000/- divided into 75,00,000 Equity Shares of Rs. 10/- each. The Paid-Up Share Capital as on 31st March 2024 was Rs. 5,00,00,000/- divided into 50,00,000 Equity Shares of Rs. 10/- each.

The Company has not issued any Equity Shares with differential voting rights, sweat equity shares, employees stock option and did not purchase its own shares. Hence there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debenture) Rules, 2014 and Section 62 of Companies Act, 2013.

5. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company for the Financial Year 2023-24 have been prepared in Compliance with applicable Accounting Standards issued by the Institute of Chartered Accountants of India and on the basis of audited Financial Statements of the Company, its subsidiary Company, as approved by the respective Board of Directors. The Consolidated Financial Statements together with the Auditor's Report form part of this Annual Report.

6. DETAILS OF HOLDING/SUBSIDIARY COMPANIES/JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review, the Company has following subsidiary:

The Company does not have any Joint venture or Associate Company.

7. SUBSIDIARY AND ASSOCIATE OF THE COMPANY

A Separate statement containing the salient features of financial statements of subsidiary of the Company in the prescribed Form AOC-I forms a part of consolidated financial statements in compliance with Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5 of the Companies (Account) Rules, 2014. The said form also highlights the financial performance of the subsidiary company included in the consolidated financial statements of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014. Form AOC-I is given in Annexure II.

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Annexed to this report as Annexure I.

9. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review there was no change in nature of Business of Company and no changes were made to Main Object of Memorandum of Association.

10. DIVIDEND & DIVIDEND DISTRIBUTION POLICY

The Board of Directors of the Company has not recommended any dividend for the year. In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, the Company is not required to prepare Dividend Distribution Policy.

11. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.

12. ANNUAL RETURN

In accordance with the provisions of the Act, the Annual Return of the Company for the year ended 2023-24 is hosted on website of the Company at: www.sattrix.com.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Contracts or arrangements with related parties referred to under Section 188 of the Act, entered into during the year under review, were on an arm's length basis. No material contracts or arrangements with related parties were entered into during the year under review. Accordingly, no transactions are being reported in form AOC- 2 in terms of section 134 of the Act. Form AOC-II is given in Annexure IV.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review neither any loans nor any guarantees were extended to Company in which Directors are interested, which were covered under Section 186 of the Act.

15. STATEMENT REGARDING THE DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has not developed and implemented any risk management policy as the risk threatening the business activity carried out by the Company during the year are minimal.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

To significant or material order was passed during the year under review by any regulators, courts or tribunals impacting the going concern status of the Company or its future operations. The Company has not filed any application or no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

18. CONVERSION

During the year under review the Company was converted from Private Limited Company to Public Limited Company, accordingly the name of the Company was Changed from "Sattrix Information Security Private Limited to "Sattrix Information Security Limited" w.e.f., 07th November, 2023 pursuant to Special Resolution Passed by the members in the Extra Ordinary General Meeting held on 30th October, 2023.

19. POLICY ON PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN 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. All employees are covered under this policy. During the year under review, the Company did not receive any complaint.

I. Composition of Board & Board Meetings

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and Independent Directors. As on the 31st March, 2023, the Board comprises of 5 (Five) Directors, out of which 2 are Executive Directors that includes one Woman Director and 3 are Non-Executive Directors. The Chairman of the Board is a Managing Director.

The Board of Directors duly met 14 times on 11th April, 2023, 30th June,2023, 03rd July, 2023, 20th July, 2023, 04th September, 2023, 12th September, 2023, 15th September, 2023, 23rd September , 2023, 24th

October, 2023, 27th October, 2023, 09th November, 2023, 10th November, 2023, 24th January, 2024, and 21th March,2024 during the year.

The Composition, category and attendance of each Director at the Board and Annual General Meeting of each Director is as follows: -

II. Inductions

During the year following inductions were made which are stated as follows:

• Mr. Sachhin K Gajjaer [DIN 06688019] was appointed as Managing Director of the Company w.e.f. 23/09/2023;

• Mrs. Ronak S Gajjar [DIN 07737921] was appointed as Whole Time Director of the Company w.e.f. 23/09/2023;

• Mr. Aashish K Parekh [DIN 00054785] & Mr. Abhishek M Binaykia [DIN 10289723] was appointed as Independent Director of the Company w.e.f. 23/09/2023;

III. Cessations

During the year the following cessation took place as stated as under:

• Mr. Viral J Shah [DIN 08310962] resigned w.e.f., 03.07.2023 from the post of Director;

IV. Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 and Companies Articles of Association, Mr. Sachhin Gajjaer, Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re- appointment. The necessary resolution for his re-appointment is placed before the shareholder for approval.

V. Familiarization Program of Independent Directors

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company's procedures and practices. The Company endeavors, through presentations at regular intervals, to familiarize the Independent Directors with the strategy, operations and functioning of the Company and also with changes in the regulatory environment having a significant impact on the operations of the Company and the industry as a whole. During the year 2023-24, the Company has conducted 1 program for familiarizing the Directors for a total duration of 4 hours.

VI. Profile of Directors seeking appointment / reappointment

As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and seeking reappointment and appointment at the ensuing Annual General Meeting is annexed to the notice convening 14th Annual General Meeting.

VII. Key Managerial Personnel

As on the date of this report, the following persons are the Key Managerial Personnel(s) of the Company:

a. Mr. Sachhin Gajjaer, Chairman & Managing Director

b. Mrs. Ronak Gajjar, Whole-Time Director and Chief Financial Officer

c. Ms. Rina Kumari, Company Secretary & Compliance Officer

• Mr. Sachhin K Gajjaer [DIN 06688019] was appointed as Managing Director of the Company w.e.f. 23/09/2023;

• Mrs. Ronak S Gajjar [DIN 07737921] was appointed as Whole Time Director of the Company w.e.f. 23/09/2023;

• Ms. Rina Kumari [M. No.: A70059] a member of Institute of Company Secretaries of India was appointed as the Company Secretary and Compliance Officer of the Company effective from 04/09/2023;

VIII. Declaration from Independent Director

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013 read with the rules made there under and in the opinion of the Board, the Independent Directors meet the said criteria.

During the year under review the Independent Directors duly met pursuant to the provisions as specified in Schedule IV of the Companies Act, 2013 and the quorum was present throughout the meeting.

A. AUDIT COMMITTEE

The Audit Committee is duly constituted in accordance Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015.

The Audit Committee was constituted on 09/11/2023.

The Company Secretary acts as the Secretary to the committee and the Committee Members are:

Two third of the members are Independent Directors and all the members are financially literate. The composition, role, functions and powers of the Audit Committee are in line with the requirements of applicable laws and regulations. The Audit Committee shall oversee financial reporting process and disclosures, review financial statements, internal audit reports, related party transactions, financial and risk management policies, auditors' qualifications, compliance with Accounting Standards etc. and oversee compliance with Stock Exchanges and legal requirements concerning financial statements and fixation of audit fee as well as payment for other services etc.

During the year under review 2 (Two) Audit Committee Meeting were held on 09/11/2023 & 24/01/2024.

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is duly constituted in accordance Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time.

The Nomination and Remuneration Committee was constituted on 09/11/2023.

The Company Secretary acts as the Secretary to the committee and the Committee Members are:

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is available on the website of the Company (www.sattrix.com).

During the year under review 1 (One) NRC Committee Meeting was held on 09/11/2023.

C. STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is constituted in compliance with the requirements of Section 178 of the Companies Act, 2013. Company Secretary is the Compliance Officer, who acts as the Secretary to the Committee and the Members of the Committee are:.

The Stakeholders Relationship Committee was constituted on 09/11/2023.

The Company Secretary acts as the Secretary to the committee and the Committee Members are:

The Stakeholders Relationship Committee looks into shareholders. complaints related to transfer of shares, non-receipts of balance sheet besides complaints from SEBI, Stock Exchanges, Court and various Investor Forums. It oversees the performance of the Registrars and Transfer Agent and recommends measures for overall improvement in the quality of investor services. The Company is in compliance with SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web-based redress system and online redressal of all the shareholders complaints.

During the year under review 1 (One) Stakeholders Relationship Committee Meeting was held on 09/11/2023.

During the year under review no grievances were received based on the reports from Bigshare services private limited.

22. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and other matters forms part of report on Corporate Governance. The detailed policy is available on the Company's website at: www.sattrix.com.

23. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors report that:

a. in the preparation of the section annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

c. proper and sufficient care has been taken 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 annual accounts are prepared on a going concern basis;

e. proper internal financial controls are in place and that such internal financial controls are adequate and are operating effectively; and

f. systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

24. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

In terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure V.

M/s. N M V & ASSOCIATES, Chartered Accountants, Ahmedabad (FRN: 131307W), were appointed as Statutory Auditors of the Company for a term of 05 (Five) years for the remuneration as may be fixed by the Board of Directors of the Company.

M/s. N M V & ASSOCIATES, vide letter dated 21^st October, 2023 has tendered their resignation as the Statutory Auditors of the Company due to Pre-occupation.

The Board of Directors appointed M/s. G K Choksi & Co., Chartered Accountants, Ahmedabad (FRN: FRN: 101895W), in the Board of directors meeting held on 24^th October, 2023, as a Statutory Auditor of the Company for the Financial Year 2023-24 to fill in the Casual Vacancy caused by resignation of M/s. N M V & ASSOCIATES.

The Board of Directors hereby recommends to the Shareholders for the appointment of M/s. A N Ruparel & Co, Chartered Accountants (Firm Registration No. 113413W), as a Statutory Auditor of the Company at the 11^th Annual General Meeting for the term of five years from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held for the financial year ending 31.03.2029, at such remuneration as may be mutually agreed upon between the Board of Directors and the Auditors.

The Auditors Report for the financial year 2023-24 does not contain any qualification, reservation, adverse remark or disclaimer. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2023-24.

B. SECRETARIAL AUDITOR

As the Company was in process to undergo listing of its securities with SME Exchange of BSE during the financial year 2023-24. The Company got its securities listed on 12^th June, 2024 and hence pursuant to provision of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has hereby appointed Pitroda Nayan & Co., Company Secretaries, Ahmedabad to conduct Secretarial Audit of the Company as applicable by virtue of listing of securities for the year ended on 31^st March, 2024.

C. COST AUDITORS

As the overall turnover from all the products and services was not more than Rs. 100.00 crores during the immediately preceding financial year 2022-23, the provisions in respect of Cost Audit are not applicable to the Company in terms of Rule 4 of the Companies (Cost Records and Audit) Rules,2014.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to Company.

27. STATEMENT REGARDING THE DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has not developed and implemented any risk management policy as the risk threatening the business activity carried out by the Company during the year are minimal.

28. VIGIL MECHANISM

The Company believes in the conduct of its affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behavior in its employees & stakeholders. The Company has adopted a Whistle Blower Policy as a part of vigil mechanism.

Also, the Code of Business Conduct (Code) lays down important corporate ethical practices that shape the Company's value system and business functions and represents cherished values of the Company.

29. ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company has designed and implemented a process driven framework for Internal Financial Controls ('IFC') within the meaning of the explanation to Section 134(5)(e) of the Act. For the year ended March 31, 2023, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weaknesses exist. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved controls wherever the effect of such gaps would have a material effect on the Company's operations.

During the year, no reportable material weakness was observed.

30. COMPLIANCE OFFICER

The Compliance Officer of the Company is Ms. Rina Kumari who is the designated Company Secretary of the Company.

31. SECRETARIAL STANDARDS

During the year under review, the Company has generally complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

32. INSURANCE

The properties such as machineries, furniture, fixtures, computers, stock etc. remained to be adequately insured.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure II.

34. LISTING FEES

The equity shares of the Company are listed on of BSE and the Company has paid the annual listing fees for the year 2023-24.

35. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

The Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by the Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board member's contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.

36. REGISTRAR AND SHARE TRANSFER AGENT

The Company has appointed Bigshare services private limited as its Registrar and Share Transfer Agent and executed post IPO Agreement for availing its various services.

37. HUMAN RESOURCE

Your Company considers its Human Resource as the key to achieve its objective. Keeping this in view, your Company takes utmost care to attract and retain quality employees. Your Company appreciates the spirit of its dedicated employees.

38. COMMENT ON NOCLAR

The management has not come across any non-compliance of any rule and regulation nor it has been reported by Senior professional accountants in service.

As per the Section 260 of Companies Act, 2013, the company has complied with guidance as required to be undertaken in accounts for NOCLART.

39. ACKNOWLEDGEMENTS:

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, clients, suppliers and business associates. The Directors are thankful to the esteemed shareholders for their continued support and the confidence respond in the Company and its management.