To
The Members,
GLOBESECURE TECHNOLOGIES LIMITED
Your Directors have pleasure in presenting the Tenth Annual Report of the Company
together with the Audited Financial Statement(s) of the Company for the year ended March
31, 2025.
1. Financial Results:
Rupees in lakhs
| Particulars |
2024-2025 |
2023-2024 |
| Gross Income |
1,692.12 |
2,501.00 |
| Deduction there from: |
|
|
| Cost of Material consumed |
1,263.49 |
1,244.07 |
| Increase/Decrease in Stock |
41.06 |
490.74 |
| Employee Benefit Expense |
308.92 |
239.73 |
| Finance Cost |
94.70 |
101.03 |
| Depreciation |
86.85 |
105.57 |
| Other Expenses |
193.57 |
172.37 |
| Total Expenditure |
1,988.59 |
2,353.52 |
| Profit before tax |
(296.48) |
147.96 |
| Less: |
|
|
| Current Tax |
- |
61.90 |
| Deferred Tax |
(9.42) |
(15.07) |
| Profit after tax |
(287.06) |
101.13 |
| EPS |
(2.16) |
1.11 |
2. Financial Performance:
Total Income
Total Income decreased from Rs 2,501.00 Lakhs in year ended March 31, 2024 to Rs
1,692.12 Lakhs in year ended March 31, 2025 with a resultant decrease of 32.34% in year
ended March 31, 2025 mainly due to decrease in the revenue from operations and other
operating revenues and other income.
The increase in Employee Benefit Expenses during the year was primarily due to the
Company's strategic investment in human capital, with enhanced recruitment and
compensation aimed at attracting and retaining skilled professionals, strengthening
service delivery, and building long-term capabilities. While this has temporarily
increased costs, the Company believes such investments will yield sustainable growth,
improved efficiency, and enhanced client satisfaction in the future.
3. Business Outlook:
During the year under review, your Company has strategically invested in strengthening
its talent pool and expanding its capabilities to meet the growing demand for advanced
Cyber Security Solutions. While these investments have impacted profitability in the short
term, they are expected to yield long-term benefits by positioning the Company for
sustainable growth.
The cyber security industry continues to present vast opportunities, and with our
enhanced team strength and focus on innovation, your Company is well-prepared to
capitalize on future prospects and deliver improved performance in the coming years.
4. Reserves and Surplus:
The Board of Directors wish to state that during the year under review, due to the
losses incurred, no amount has been transferred to the Reserves and Surplus of the
Company.
5. Change in the Nature of Business:
During the year there was no change in main business activity of the Company.
6. Dividend:
The Directors have not recommended dividend on equity shares for the year under review.
7. Subsidiary Companies and Joint Venture:
During the year, Company do not have any Subsidiary Companies or Joint Venture.
8. Share Capital:
During the year under review, the Company has made a Rights Issue of 68,31,000 (Sixty-
Eight Lakhs Thirty-One Thousand) Equity Shares having a face value of Rs10/- (Rupees Ten
only) each at an issue price of Rs40/- (Rupees Forty only) per Equity Share (including a
premium of Rs30/- per Equity Share) on a rights basis to the eligible equity shareholders
of the Company. The Rights Issue was made in the ratio of 3 (Three) Equity Shares for
every 4 (Four) Equity Shares held.
The said allotment is pursuant to the Letter of Offer dated July 5, 2024 and the
finalization of Basis of Allotment in consultation with the Registrar to the Issue and the
National Stock Exchange of India Limited (the Designated Stock Exchange for the Issue).
Consequent to the said allotment, the Issued, Subscribed and Paid-up Equity Share
Capital of the Company stands as follows:
| Particulars |
No. of Shares |
Amount in Rs |
| Equity Shares of Rs10/- each (fully paid-up) |
1,59,39,349 |
15,93,93,490 |
9. Public Deposits:
The Company has not accepted any deposit during the period started from 1st April 2024
to 31st March 2025.
10. Particulars of Loans, Guarantees or Investments made under Section 186 of the
Companies Act, 2013:
Details of Loans, Guarantees and Investments, if any, covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements
as on March 31, 2025 and part of annual report.
11. Details of Directors and Key Managerial Personnel:
As on 31st March 2025, there were 4 (Four) Directors in your Company.
| Sr. no. Name |
DIN |
Category |
Designation |
| 1 Mr. Ragavan Rajkumar |
02002480 |
Executive |
Managing Director |
| 2 Ms. Sonam Ragavan |
08789592 |
Executive |
Executive Director |
| 3 Mr. Sushilkumar Agrawal |
00400892 |
Non Executive |
Independent Director |
| 4 Mr. Gopala Ramaratnam |
09273100 |
Non Executive |
Independent Director |
| 5 Mr. Asheesh Chatterjee* |
05135647 |
Non Executive |
Independent Director |
*Resigned on June 25, 2024
None of the directors are disqualification under section 164(1) of Companies Act, 2013.
During the year under review, the following persons were designated as Key Managerial
Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with
the Rules framed thereunder:
| Sr. no. Name |
Designation |
| 1 Mr. Saravanan Narayanasamy |
Chief Executive Officer |
| 2 Mr. Amit Das |
Chief Financial Officer |
| 3 Ms. Heta Desai |
Company Secretary |
Change in Board of Directors during financial year 2024-25:
There is no change in the Board of Directors of the company during the year under
review. However, Mr. Asheesh Chatterjee resigned from the Board of Directors on June 25,
2024 due to his personal reasons as mentioned in the resignation letter.
Directors liable to retire by rotation:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and in
terms of the Articles of Association of the Company, Ms. Sonam Ragavan (Executive
NonIndependent Director) (DIN: 08789592) is liable to retire by rotation and being
eligible, seeks re-appointment at the ensuing AGM. Ms. Sonam Ragavan is not disqualified
under Section 164(2) of the Companies Act, 2013. Board of Directors recommends his
reappointment in the best interest of the Company.
The Notice convening forthcoming AGM includes the proposal for re-appointment of
aforesaid Director. A brief resume of the Director proposed to be re-appointed, nature of
his experience in specific functions and area and number of listed companies in which he
holds Membership/Chairmanship of Board and Committees, shareholdings and interse
relationships with other Directors as stipulated under Regulation 36(3) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (SS-2)
are provided in the ‘Annexure to the Notice of AGM' forming part of the Annual
Report.
12. Details of Committees of the Board:
At present, the Board has following three (3) Committees:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders' Relationship Committee
The Composition of the Committees and relative compliances, are in line with the
applicable provisions of the Companies Act, 2013 read with the Rules and Listing
Regulations.
13. Policy on Directors' appointment and remuneration:
The Nomination and Remuneration Committee is entrusted with the responsibility of
identifying and ascertaining the integrity, qualification, expertise and experience of the
person for appointment as Director, KMP or at Senior Management level and recommending
their appointment for the consideration of the Board.
The Company has drawn up Nomination and Remuneration policy in line with the
requirement of Section 178 of the Companies Act, 2013. The Policy inter alia provides that
a person should possess adequate qualification, expertise and experience for the position
he / she is considered for appointment. The Committee has discretion to decide whether
qualification, expertise and experience possessed by a person is sufficient/ satisfactory
for the concerned position. Details of the policy are available on the Company's website
www.globesecure.in
14. Vigil Mechanism / Whistle Blower Policy:
The Company has a Vigil Mechanism cum Whistle Blower Policy (‘Vigil Mechanism') in
place. The Vigil Mechanism is a system for providing a tool to the employees of the
Company to report violation of personnel policies of the Company, unethical behaviour,
suspected or actual fraud, violation of code of conduct. The Company is committed to
provide requisite safeguards for the protection of the persons who raise such concerns
from reprisals or victimization.
The Policy provides for direct access to the Chairman of the Audit Committee in
appropriate or exceptional cases. The Board of Directors affirm and confirm that no
employee of the Company has been denied access to the Committee. Details of the Vigil
Mechanism are available on the Company's website www.globesecure.in
15. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace:
The Company is committed to provide a healthy environment to all employees and thus
does not tolerate any sexual harassment at workplace. The Company has in place,
"Policy on Prevention, Prohibition and Redressal of Sexual Harassment.” The
policy aims to provide protection to employees at the workplace and preventing and
redressing complaints of sexual harassment and it covers matters connected or incidental
thereto.
The Company has not received any complaint of sexual harassment during the financial
year 2024-2025.
16. Compliance with Maternity Benefit Act, 1961:
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.
The Company also ensures that no discrimination is made in recruitment or service
conditions on the grounds of maternity. Necessary internal systems and HR policies are in
place to uphold the spirit and letter of the legislation.
17. Gender-wise Composition of Employees:
In alignment with the principles of diversity, equity, and inclusion (DEI), the Company
discloses below the gender composition of its workforce as on the March 31, 2025.
Male Employees: 6 Female Employees: 3 Transgender Employees: None
This disclosure reinforces the Company's efforts to promote an inclusive workplace
culture and equal opportunity for all individuals, regardless of gender.
18. Details of Application made or any proceeding pending under The Insolvency and
Bankruptcy Code, 2016:
During the year under review, the Company received a notice under the Insolvency and
Bankruptcy Code, 2016. Subsequent to the end of the financial year on March 31, 2025, but
prior to the signing of this Board's Report, an application filed with the National
Company Law Tribunal (NCLT) in respect of the notice was dismissed.
Accordingly, as on the date of this Report, no proceedings are pending against the
Company under the said Act. The Board of Directors continues to monitor regulatory
developments and ensure full compliance with applicable laws.
19. Adequacy of Internal Financial Controls with reference to the Financial Statements.
The Company has devised appropriate systems and framework for adequate internal
financial controls with reference to financial statements commensurate with the size,
scale and complexity of its operations including proper delegation of authority, policies
and procedures, effective IT systems aligned to business requirements, risk based internal
audit framework, risk management framework.
The Audit Committee regularly reviews the internal control system to ensure that it
remains effective and aligned with the business requirements. In case weaknesses are
identified as a result of the reviews, new procedures are put in place to strengthen
controls.
Further, the Board annually reviews the effectiveness of the Company's internal control
system. The Directors and Management confirm that the Internal Financial Controls (IFC)
are adequate with respect to the operations of the Company.
A report of the Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013
certifying the adequacy of Internal Financial Controls is included in the Auditors'
Report.
20. Number of Board Meetings:
The Board of Directors of the Company met 8 (Eight) times during the year under review,
in compliance with the provisions of the Companies Act, 2013 and the rules made
thereunder. The meetings were held on May 15, 2024; July 23, 2024; August 22, 2024;
September 3, 2024; October 25, 2024; November 14, 2024; February 10, 2025; and March 23,
2025.
The intervening gap between any two Board Meetings was within the period prescribed
under the Companies Act, 2013 and in conformity with Secretarial Standard-1 issued by the
Institute of Company Secretaries of India (ICSI). The prescribed quorum was present at all
the meetings. The Directors of the Company actively participated and contributed valuable
guidance and insights on the matters placed before the Board from time to time.
The details of the meetings held during the year are as under:
| S. No. Name of the Directors |
Category |
No. of meeting s held |
No. of meeting s attended |
Last AGM attendan ce |
| 1. Mr. Ragavan Rajkumar |
Managing Director |
8 |
8 |
Present |
| 2. Ms. Sonam Ragavan |
Director |
8 |
8 |
Present |
| 3 Mr. Sushilkumar Agrawal |
Independent Director |
8 |
8 |
Present |
| 4. Mr. Gopala Ramaratnam |
Independent Director |
8 |
8 |
Present |
| 5. Mr. Asheesh Chatterjee* |
Independent Director |
8 |
1 |
NA |
*Resigned on June 25, 2024
21. Meetings of the Members:
The Last i.e. the 9th Annual General Meeting of the Company for the financial year
20232024 was held on September 30, 2024.
Particulars of the Extra-Ordinary General Meeting of the Company held during the year:
There was no Extra Ordinary General Meeting held during the year.
22. Annual Evaluation of Board Performance:
Pursuant to the Provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, the performance evaluation of the Chairman
and the Non-Independent Directors was carried out by the Independent Directors in their
separate meeting who also reviewed the performance of the Board as whole.
The Nomination and Remuneration Committee has defined the evaluation criteria,
procedure for the performance evaluation of the Board of Directors.
The Board's functioning was evaluated on various aspects, including inter alia degree
of fulfillment of key responsibilities, Board Structure and Composition, effectiveness of
Board process, information and functioning.
The Directors were evaluated on aspects such as attendance and contribution at Board
Meeting and guidance/support to the management outside Board/Committee Meetings.
In addition, the Chairman was also evaluated on Key aspects of his role, including
setting the strategic agenda of the Board, encouraging active engagement of all Board
Members. Evaluation of Independent Directors was done by the Entire board.
23. Particulars of Loans, Guarantees and Investments:
Particulars of Loans & Investment as required under Section 186 of the Companies
Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 are given
in Notes forming part of Financial Statements. There is no Guarantees given during the
year under review.
24. Particulars of contracts or arrangements with related parties:
The Company does have transactions with related party in terms of Section 188 of the
Companies Act, 2013. Hence, the disclosure required to be provided under Section 134(3)
(h) of the Companies Act, 2013, in Form AOC - 2 is applicable is furnished as Annexure I
to this report.
The Disclosures as required under Accounting Standard - 18 (AS-18) "Related Party
Disclosures” notified under Rule 7 of the Companies (Accounts) Rules, 2014 have been
provided in the Notes forming part of the Financial Statements.
25. Declaration of Independent Directors:
The Independent Directors have submitted their disclosures/ declarations to the Board
that they fulfill all the requirements as stipulated in Section 149(6) of the Companies
Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the
provisions of the Companies Act, 2013 and the relevant rules.
26. Directors Responsibility Statement:
The Board of Directors of the Company confirms:
(I) that in the preparation of the annual accounts for the year ended 31st
March, 2025 the applicable Accounting Standards have been followed.
(ii) that the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 of the Company for the year under review.
(iii) that the Directors have taken proper and sufficient 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.
(iv) that the Directors have prepared the annual accounts for the year ended 31st
March, 2025 on a ‘going concern' basis.
(v) that the Directors have laid down internal financial control and that such internal
financial control are adequate.
(vi) that the Directors have devised proper system to ensure compliance with the
Provisions of all applicable laws.
27. Disclosures Relating to Remuneration of Directors, Key Managerial Personnel and
Particulars of Employees:
The information required under Section 197 of the Companies Act, 2013 read with Rule
5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of Directors/ Employees of your Company is appended in Annexure II forming part of
this Report.
28. Extract of Annual Return:
As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an extract of Annual Return in form
MGT 7 will be available at website of the Company at www.globesecure.in.
29. Disclosure of Particulars relating to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo:
Information's as per the provisions of Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of
Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given in Annexure-
III forming part of this Report.
30. Corporate Governance:
Since the Company's securities are listed on EMERGE SME Platform of NSE, Regulations 17
to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of
Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015,
are not applicable to the Company. Hence Corporate Governance does not form part of this
Board's Report.
31. Management Discussion and Analysis Report:
A report in the form of Management Discussion and Analysis Report is annexed hereto as
Annexure IV and forms part of this Report.
32. Auditors
a) Statutory Auditors
The Shareholders had appointed M/s. Kumbhat & Company LLP, Chartered Accountants,
as the Statutory Auditors of the Company for a term of 5 (Five) years till the conclusion
of the 11th Annual General Meeting of the Company to be held in the year 2026
at a remuneration as may be mutually agreed upon between the said Auditors and Board of
Directors of the Company.
b) Secretarial Auditor and Secretarial Audit Report
The Company has appointed M/s. M S Pitroda & Company, Practicing Company
Secretaries, to carry out Secretarial Audit for the Financial Year 2024-25. The Annual
Secretarial Audit Report (MR 3) is attached as Annexure V to this Board Report.
c) Internal Auditors
The provisions of Section 138(1) of Companies Act, 2013 are applicable to Company and
Company has appointed M/s. R G G R and Associates LLP, Practicing Chartered Accountants,
to carry out Internal Audit for the Financial Year 2024-25.
33. Reporting of Frauds:
During the year under review, there have been no frauds reported by the Statutory
Auditors of the Company under sub-section (12) of Section 143 of the Act.
34. Secretarial Auditor's Report and Observations:
Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules
made thereunder, the Board has appointed M/s. M S Pitroda & Company as the Secretarial
Auditor of the Company. The Secretarial Audit Report in Form MR-3 for the financial year
2024-25 forms part of this Report as Annexure V. The observations made by the Secretarial
Auditor and the Board's comments thereon are as under:
A) Delay in filing Form MGT-14:
The Company has delayed filing Form MGT-14 by 17 (seventeen) days for the resolution
passed in the meeting held on October 25, 2024. The delay was inadvertent, and the Company
has since completed the filing. Necessary measures are being taken to strengthen
compliance monitoring to avoid recurrence.
B) Delay in submission under SEBI (SAST) Regulations and SEBI (PIT) Regulations:
There was a delay in submitting disclosures under Regulation 29 of SEBI (SAST)
Regulations, 2011 and Form C under SEBI (PIT) Regulations due to belated receipt of
intimation by the Company. The Company has noted the lapse and put in place a mechanism to
ensure timely compliance in future.
C) Observation in Form DPT-3 filing:
It was observed that the Company had inadvertently repaid an excess amount against the
loan borrowed from a Managing Director. The Company has acknowledged the same and is in
the process of rectifying the discrepancy in compliance with the provisions of the
Companies Act, 2013.
35. Material Changes and Commitments, if any, Affecting the Financial Position of the
Company:
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year on March 31, 2025 and the date of this
Report, except the following:
a) During the year, the Company successfully completed a Rights Issue of 68,31,000
Equity Shares of face value Rs10/- each at a price of Rs40/- per Equity Share (including a
premium of Rs30/- per Equity Share) in the ratio of 3:4 to the eligible shareholders,
thereby strengthening the capital base of the Company.
b) The Company has continued to invest in employee recruitment and business expansion,
which has resulted in a loss for the year under review; however, these investments are
expected to yield long-term benefits.
36. Other Disclosures/Reporting:
Your Directors further state that during the year under review:
a) There are no qualifications, reservation or adverse remark or disclaimer made by the
Statutory Auditors in their Report.
b) Personnel:
Your Company continued to enjoy warm and healthy relations with its employees at all
locations. Your Directors take this opportunity to record their appreciation for the
significant outstanding contribution made by the employees at all levels.
37. Website:
Pursuant to Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained
a functional website at www.globesecure.in. which provides comprehensive information about
the Company. The website contains details such as Policies of the Company, Financial
Results, Annual Reports, shareholding patterns, and details of the designated officials
responsible for assisting and handling investor grievances, along with other relevant
information for the benefit of stakeholders.
38. Acknowledgement:
Your Directors express their deep gratitude for the co-operation and support extended
to the Company by its Members, Customers, Suppliers, Bankers and various Government
agencies.
| For and on behalf of the Board |
|
| GLOBESECURE TECHNOLOGIES LIMITED |
|
| Ragavan Rajkumar |
Sonam Ragavan |
| Chairman & Managing Director |
Director |
| (DIN:02002480) |
(DIN:08789592) |
| Date: September 4, 2025 |
|
| Place: Mumbai |
|
|