Directors Report of Service Care Ltd.

Mar 31, 2025

The Directors are pleased to present the Fourteenth Annual Report together with the Audited Financial Statements for the year ended 31^st March 2025.

1. FINANCIAL RESULTS:

(‘in lakhs)
Particulars	FY 2024-25	FY 2023-24
Revenue from operations	18,901.02	19,281.09
Other Income	(41.69)	74.63
Total Income	18,859.33	19,355.72
Expenditure	18,658.32	18,917.38
Profit before exceptional items and taxes	201.01	438.34
Exceptional Items	-	-
Profit before extraordinary items and taxes	201.01	438.34
Extraordinary items	-	-
Profit before tax	201.01	438.34
Income Taxes
Current	9.17	-
Deferred	(9.63)	2.55
Profit for the year	201.47	435.79

2. FINANCIAL PERFORMANCE:

Your Company’s directors are pleased to inform you that, company has earned a profit of INR 201.47 lakhs as compared to previous year’s profit INR 435.79 lakhs. Company’s turnover for the year has been INR 18,901.02 Lakhs as compared to previous year’s turnover of INR 19,281.09 Lakhs.

Other Income consist of Unrealized Gain/(Loss) of INR (216.81) Lakhs for the year ended 31^st March 2025 and INR 6.94 Lakhs for the half year ended on 30^th September 2024. It is the impact of restatement of short term market investments to Market Value/NAV as on the date of Balance Sheet in compliance with IND AS 109. These Gains/(Losses) are notional and does not signify the actual cash flow of the company as on the date of Balance Sheet. These Gain/(Loss) may give incremental or decremental impact to statement income/(loss) at the time of disposal of these investments.

Key Financial performance, Operational Information and Ratio Analysis:
Key Ratio/Indicators	FY 2023-24	FY 2024-25	Explanation for change of 25% or more
Trade Receivables Turnover Ratio	8.32%	8.00%	NA
Current Ratio	1.50%	1.53%	NA
Debt Equity Ratio	-	0.01%	NA
Return on Equity Ratio	0.19%	0.05%	These ratio has decreased due to reduction in Profit After Tax.

3. LEGAL AND REGULATORY:

Compliance with laws and regulations is an essential part of your Company’s business operations. We are subject to laws and regulations in diverse areas as Service safety, service claims, competition, employee health and safety, the environment, corporate governance, listing and disclosure, employment and taxes. Frequent changes in legal and regulatory regime and introduction of newer regulations with multiple authorities regulating same areas lead to complexity in compliance. We closely monitor and review our practices to ensure that we remain complaint with relevant laws and legal obligations.

4. OPERATIONAL PERFORMANCE:

During the financial year 2024-25, the Company made substantial progress across multiple fronts, operationally, geographically, and strategically. We expanded our physical presence by setting up new branch offices in Pune & Karnal, Satellite Offices in Ahmedabad, Gurgaon & Mumbai, strengthening our ability to serve clients across regions with greater responsiveness and efficiency.

The year also saw us acquire new logos, including several reputed names across sectors, such as Birla Carbon & Nuvoco Vista Corp in Workforce vertical and Shapoorji Pallonji, Sahas Waste Management, String Bio etc. in the workspace vertical, marking our continued growth in client base and industry trust.

Notably, we have successfully entered the Banking, Financial Services and Insurance (BFSI) sector, a high-potential vertical where we are now delivering integrated facility management and support services tailored to the unique requirements of financial institutions.

We continued to prioritize client satisfaction through structured feedback initiatives and regular follow-ups, helping us proactively address service gaps and maintain high service standards. This ongoing engagement has translated into improved service quality and stronger client relationships.

5. SYSTEMS AND INFORMATION:

Your Company’s operations are increasingly dependent on IT systems and the management of information. Increasing digital interactions with customers, suppliers and consumers place

even greater emphasis on the need for secure and reliable IT systems and infrastructure, and careful management of the information that is in our possession.

The cyber-attack threat of unauthorised access and misuse of sensitive information or disruption to operations continues to increase. To reduce the impact of external cyber-attacks impacting our business, we have sufficient security measures including firewalls and threat monitoring systems in place, complete with immediate response capabilities to mitigate identified threats. Our employees are trained to understand these requirements.

6. DIVIDEND:

Considering future growth projects of the company, the board has decided not to declare any dividend to the shareholders for the financial year 2024-25.

7. SHARE CAPITAL:

The Authorized Share Capital was increased from INR 13,00,00,000 (INR Thirteen Crores) to INR 16,00,00,000 (INR Sixteen Crores) during the year under review.

The issued share capital of the company as on 31^st March, 2025 was INR 13,32,85,000 (Rupees Thirteen Crore Thirty-Two lakhs and eighty-five thousand only). During the year under review, the company has allotted 18,30,000 Equity shares at a face value of Rs. 10 each on Preferential issue basis.

8. MATERIAL CHANGES:

There were no significant/ material changes that took place during the Financial Year 2024-25 in the company.

9. TRANSFER TO GENERAL RESERVE:

As permitted under the provisions of the Companies Act, 2013 (the Act), the Board does not propose to transfer any amount to general reserve.

10. PUBLIC DEPOSITS:

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

11. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

12. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your directors confirm that Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

13. HOLDING, SUBSIDIARIES, TOINT VENTURES OR ASSOCIATE COMPANIES:

As on 31st March 2025, the Company does not have any Holding, Subsidiary, Associate or Joint Ventures.

14. RELATED PARTY TRANSACTION:

All related party transaction that was entered during the financial year under review were on Arm’s Length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act.

Details of transaction which related parties as required under section 134(3)(h) of the Act read with rule 8(2) of the companies (Accounts) Rules, 2014 are provided in Form AOC-2 and forms part of this report as Annexure-1.

15. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS.

The details of Loans, Investments & guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.

16. BOARD MEETINGS:

The Board has met 10 times during the financial year 2024-25.

Sr. No	Dates	No. of Directors as on date of meeting	No. of Directors Present
1	27.05.2024	6	6
2	22.06.2024	6	6
3	17.07.2024	6	3
4	03.08.2024	6	6
5	28.08.2024	6	6
6	10.10.2024	6	6
7	11.11.2024	6	6
8	23.12.2024	6	6
9	07.01.2025	6	6
10	21.01.2025	6	6

17. ADEQUACY OF INTERNAL CONTROLS SYSTEM AND THEIR COMPLIANCE:

During the year, the Company has reviewed its Internal Financial Control systems and has continually contributed to the establishment of a more robust and effective internal financial control framework. The control criteria ensure the orderly and efficient conduct of the Company’s business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board of Directors are of the opinion that the Company has an adequate Internal Financial Controls system that is operating effectively as of 31st March 2025.

There were no instances of fraud which necessitated reporting of material misstatements to the Company’s operations. There has been no communication from regulatory agencies concerning non-compliance with or deficiencies in financial reporting practices.

18. STATUTORY AUDITORS:

Pursuant to Section 139 of the Act read with applicable rules framed thereunder, M/s. S Bhat and Associates, Chartered Accountants, having firm registration No. 014925S have been appointed as Statutory Auditors of the Company for the period of 5 years from the conclusion of 10^th annual general meeting till conclusion of 15 ^th Annual general meeting.

The Ministry of Corporate Affairs vide Notification dated 7th May 2018 notified several Sections of the Companies (Amendment) Act, 2017. In view of the said notification, the requirement of ratification of appointment of auditors, under Section 139 of the Act at each AGM is no longer required. Hence, the resolution for this item is not being included in the Notice to the AGM.

19. SECRETERIAL AUDIT:

Pursuant to provisions of Section 204 of Companies Act, 2013 read with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, Secretarial Audit is applicable for the financial year 2024-25. In accordance with the same, the company has appointed Mr. Syed Shahabuddin as the secretarial auditor of the company.

20. RESERVATION AND QUALIFICATION ON AUDITOR''S REPORT:

The Auditors’ Report on the financial statements of the Company for the financial year ended 31st March 2025 does not contain any qualifications, reservations, adverse remarks or disclaimers. The Auditor’s Report is enclosed with the financial statements forming part of the Annual Report.

21. REPORTING OF FRAUD:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

22. RISK MANAGEMENT:

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are considered while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives:

• Provide an overview of the principles of risk management

• Explain approach adopted by the Company for risk management

• Define the organizational structure for effective risk management

• Develop a “risk” culture that encourages all employees to identify risks and associated opportunities and to respond to them with effective actions.

• Identify, access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company’s human, physical and financial assets.

23. APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

The Company has not initiated any proceedings under Insolvency Bankruptcy Code 2016 during the financial year 2024-2025.

24. VALUATION:

The Company during the financial year 2024-2025 has not undertaken any valuation under Section 247 of Companies Act, 2013.

25. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

Company has zero tolerance for sexual harassment at work place and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy aims to provide protection to employees at work place and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

26. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy: As the company is engaged in service sector, the energy consumption is minimal, however our Company is aware of its responsibilities and has at every available opportunity, used and implemented such measures so as to enable energy conservation. The company is constantly thriving to migrate towards renewable source of energy.

B. Technology Absorption: The Company continues to use the latest information technology for improving the productivity. Absorption of qualitative technology helps to reduce operation costs. The Company’s operation does not require any significant import of technology so far.

C.	Foreign Exchange Earnings & Out go: (in lakhs)
	Total Foreign	Total Foreign	Total Foreign	Total Foreign
	Exchange Earnings	Exchange outflow	Exchange Earnings	Exchange outflow
	in 2024-25	2024-25	in 2023-24	2023-24
	NIL	NIL	NIL	NIL

27. DIRECTOR''S RESPONSIBILITY STATEMENT

As required under provisions of Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

S In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

S The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the of the company at the end of the financial year and of the Profit/loss of the Company for that period;

S The Directors had taken proper and sufficient care 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;

S The Directors had prepared the annual accounts on a ‘going concern basis’;

S The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

S 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.

28. BOARD EVALUATION

The Company is led by a diverse, experienced and competent Board. The performance evaluation of the individual members of the Board (including the Chairman) for financial year 2024-25, was carried out internally. This was based on a structured questionnaire which cover various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Member’s strengths and contribution, execution and performance of specific duties, obligations and governance and feedback from each Director.

29. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSON:

- Ms. Sweta Sahal, who was appointed as company Secretary, resigned with effect from 19^th July 2024.

- Ms. Sweety Jhunjhunwala was appointed as Company Secretary with effect from 10^th October 2024. She resigned with effect from 07^th January 2025.

- Ms. Veena Girish Kulkarni, was appointed as the Company Secretary & Compliance Officer of the company with effect from 07 th January, 2025. As on 31st March 2025, the Composition of the Board is as follows:
Sr No.	Name of the Director/KMP	Designation		Date of Appointment
1.	Shany Jalal	Managing Director		13/05/2011
2.	Anil Kumar Muraleedharan	Executive Director		13/05/2011
3.	Amit Kumar Rakhecha	Director & Chief Financial Officer		19/04/2023 27/03/2023
4.	Pushpy B Muricken	Independent Director		19/04/2023
5.	Bharath Kumar Jain	Independent Director		26/04/2023
6.	Ashok Ajay Kumar Bantia	Independent Director		19/04/2023
7.	Veena Girish Kulkarni	Company Secretary		07/01/2025
30. COMPOSITION OF COMMITTEES:
Sr. No.	Committee	Chairperson	Member 1		Member 2
1.	Audit Committee	Bharath Kumar Jain	Ashok Ajay Kumar Bantia		Anil Kumar Muraleedharan
2.	Nomination & Remuneration Committee	Bharath Kumar Jain	Ashok Ajay Kumar Bantia		Pushpy B Muricken
3.	Stakeholders Relationship Committee	Pushpy B Muricken	Shany Jalal		Anil Kumar Muraleedharan

The Secretary of Audit Committee & Stakeholder Relationship Committee shall be Ms. Veena Girish Kulkarni, Company Secretary & Compliance Officer of the company.

31. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director that he / she meets the criteria of independence laid down in Section 149(6), Code for independent directors of the Act and Regulation 16(1)(b) of the Listing Regulations.

32. VIGIL MECHANISM:

The Company has a whistle blower mechanism wherein the employees can approach the Management of the Company (Audit Committee in case where the concern involves the Senior Management) and make protective disclosures to the Management about unethical behavior, actual or suspected fraud or violation of the Code of Conduct

The Whistle Blower Policy requires every employee to promptly report to the Management any actual or possible violation of these Codes or an event an employee becomes aware of, that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy.

33. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of the Companies Act, 2013 relating to Corporate Social Responsibility were not applicable to the Company for FY 2024-25.

34. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:

The guiding principle of the Code of Corporate Governance is ‘harmony’ i.e., balancing the need for transparency with need to protect the interest of the Company, balancing the need for empowerment at all levels with the need for accountability.

The Company believes in the highest standards of good and ethical corporate governance practices. Good governance practices stem from the culture and mindset of the organization. It is therefore not merely about enacting policies regulations and procedures but also about establishing an environment of trust and confidence among various shareholders.

The Company’s philosophy on the Code of Governance is that the Company should follow contemporary corporate practices and the guiding principle of the Code of Governance of the Company is Harmony i.e.:

- Balancing need for transparency with the need to protect the interests of the Company;

- Balancing the need for empowerment at all levels with the need for accountability; and

- Interaction with all stakeholders including shareholders, employees, lenders and regulatory authorities.

35. COMPLIANCE WITH LABOUR LAWS

The Company hereby confirms that it is in compliance with all applicable labor laws and employment-related legislations. The Company has in place adequate systems to ensure legal compliance and has not received any adverse orders or penalties from any statutory authority during the financial year. The Company continues to ensure fair treatment, health and safety, and welfare of its employees across all operational locations. During the year, there were no instances of non-compliance or penalties levied by any labor authority.

36. APPRECIATION:

Your Directors take this opportunity to thank the employees, customers, Vendors, investors, and banks for their valuable support to the company during the year.

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Mar 31, 2024

Your directors have pleasure in presenting the thirteen (13th) Directors'' Report of your Company along with Audited Financial Statements for the financial year ended 31^st March, 2024

1. Financial Report		(‘in lakhs)
Particulars	Financial year 2023-24	Financial year 2022-23
Revenue from operations	19,281.09	15,900.07
Other Income	74.63	13.99
Total Income	19,355.72	15,914.06
Expenditure	18,917.38	15,479.93
Profit before exceptional items and taxes	438.34	434.13
Exceptional Items	-	-
Profit before extraordinary items and taxes	438.34	434.13
Extraordinary items
The gratuity provision for prior years	"	14.37
Depreciation for previous year is recomputed, due to change in useful life of few assets
Profit before tax	438.34	416.16
Income Taxes
Current
Deferred	2.55	(21.25)
Profit for the year	435.79	438.01

2. DIVIDEND AND RESERVE:

Considering the growth trajectory and requirement of internally generated funds for the expansion of the business in to workspace management solutions across the country, your directors do not recommend final dividend for the year 2023-24.

The two interim dividends at the rate of 5% and 5% each per fully paid up equity shares for the year was recommended at the board meeting held on 9^th November 2023 and 20^th May 2024 and paid on 20^th November 2023 and 29^th May 2024 respectively.

In view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is available on the Company''s website: www.servicecare.in

Share Capital:

The company has raised the capital through Initial Public Offer (IPO) by offering 30,86,000 Number of equity shares of face value Rs. 10/- each, at a price of Rs. 67 including premium, amounting to Rs. 20,67,62,000/-. The equity shares of the company have been listed with National Stock Exchange with effect from 26^th July 2023 and approved for trading on the same day.

The paid-up share capital of the company as at the end of financials year 2023-24 stands at 11,49,85,000 number of equity shares of Rs. 10/- each.

Reserves:

Du ring the year, the company has not transferred any surplus profit from the profit and loss account to general reserves of the company.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the applicable provisions of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. The details relating to amount of dividend transferred to the IEPF and corresponding shares on which dividends were unclaimed for seven (7) consecutive years, are provided on the website of the company www.servicecare.in

During the financial year 2023-24, the Company was not required to transfer any shares to Investor Education and Protection Fund (IEPF).

3. OPERATIONS AND FINANCIAL PERFORMANCE:

Your Company’s directors are pleased to inform you that as envisaged, the company has been growing as an integrated managed services company. Work Force and Workspace - both the verticals have had good growth and also market acceptance of outsourcing is the way forward which should keep adding to our vertical’s growth.

Your Company’s directors are also pleased to inform you that, company has earned a profit of Rs. 435.79 lakhs as compared to previous year’s profit Rs. 438.01 lakhs. Company has managed to increase the turnover to 19,281.09 lakhs from Rs. 15,900.07. This jump in profits is due to growing sales, better margin and getting tax concession under Section 80JJA of Income Tax Act, 1961.

During the fiscal year 2023-24, we have served big brands such as Larsen & Toubro Limited, State Bank of India, Omega Healthcare Management Service Private Limited, Ashok Leyland Limited.

To support this growth, we are further looking forward to offering enhanced property management services, pest control services, civil project services, catering services. These are the developing market and we are strengthening our services to these markets.

We are regularly having follow ups from customers, to know about the satisfaction regarding the Service care services, we are having feedback activity also, through which we are improving our services to tackle the practical concerns

4. LEGAL AND REGULATORY:

Compliance with laws and regulations is an essential part of your Company’s business operations. We are subject to laws and regulations in diverse areas as product safety, product claims, competition, employee health and safety, the environment, corporate governance, listing and disclosure, employment and taxes. Frequent changes in legal and regulatory regime and introduction of newer regulations with multiple authorities regulating same areas lead to complexity in compliance. We closely monitor and review our practices to ensure that we remain complaint with relevant laws and legal obligations.

5. SYSTEMS AND INFORMATION:

Your Company’s operations are increasingly dependent on IT systems and the management of information. Increasing digital interactions with customers, suppliers and consumers place even greater emphasis on the need for secure and reliable IT systems and infrastructure, and careful management of the information that is in our possession.

The cyber-attack threat of unauthorised access and misuse of sensitive information or disruption to operations continues to increase. To reduce the impact of external cyber-attacks impacting our business, we have sufficient security measures including firewalls and threat monitoring systems in place, complete with immediate response capabilities to mitigate identified threats. Our employees are trained to understand these requirements.

6. MATERIAL CHANGES:

Our Company was incorporated under the class of Private Company on 13^th May 2011 under Companies Act 1956. Acknowledging the growth opportunities and in need of raising finance for the same, the company on 27^th March 2023 has passed special resolution approving conversion from private company to public company and on 18^th April 2023 has successfully converted the status from Private Company to Public Company. On 26^th July 2023 successfully and listed on the SME platform of National Stock Exchange Limited (NSE)- NSE Emerge. The company had made a fresh issue up to 30,86,000 Equity shares which were oversubscribed by 6.5 times.

The Company expresses immense gratitude to all parties to issue for making this an affluent issue.

7. PUBLIC DEPOSITS:

Duringtheyear under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

8. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

9. COMPLIANCE WITH SECRETARIAL STANDARDS:

Your directors confirm that Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

10. HOLDING. SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES:

As on 31 st March 2024, the Company does not have any Holding, Subsidiary, Associate or Joint Ventures.

11. RELATED PARTY TRANSACTION:

All related party transaction that was entered during the financial year under review were on Arm’s Length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act.

Details of transaction which related parties as required under section 134(3)(h)ofthe Act read with rule 8(2) of the companies (Accounts) Rules, 2014 are provided in Form AOC-2 and forms part of this report as Annexure-1.

12. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS:

The details of Loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.

13. BOARD MEETINGS

The Board has met 14 times during the financial year 2023-24.

14. ADEQUACY OF INTERNAL CONTROLS SYSTEM AND THEIR COMPLIANCE:

During the year, the Company has reviewed its Internal Financial Control systems and has continually contributed to the establishment of a more robust and effective internal financial control framework. The control criteria ensure the orderly and efficient conduct of the Company’s business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board of Directors are of the opinion that the Company has an adequate Internal Financial Controls system that is operating effectively as of 31 st March 2024.

There were no instances of fraud which necessitated reporting of material misstatements to the Company’s operations.

There has been no communication from regulatory agencies concerning non-compliance with or deficiencies in financial reporting practices.

15. AUDITORS:

Statutory Auditors:

Pursuant to Section 139 of the Act read with applicable rules framed thereunder, M/s. S Bhat and Associates, Chartered Accountants, having firm registration No. 014925S are the Statutory Auditors of the Company for the period of 5 years from the conclusion of 10^th annual general meeting till conclusion of 15^th Annual general meeting.

The Ministry of Corporate Affairs vide Notification dated 7th May 2018 notified several Sections of the Companies (Amendment) Act, 2017. In view of the said notification, the requirement of ratification of appointment of auditors, under Section 139 of the Act at each AGM is no longer required. Hence, the resolution for this item is not being included in the Notice to the AGM.

The observations of the auditors are detailed out in clause 16 to this report.

Cost Auditor:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, Cost Audit is not applicable to the Company. Hence appointment of Cost Auditor is not required.

Secretarial Auditor:

The Secretarial Audit Report along with Secretarial Compliance Report for the Financial Year ended 31st March, 2024 under Companies Act, 2013, read with Rules made thereunder and Regulation 24A of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in Annexure - 2 to this Annual Report.

There were no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditors in their Audit Report for the Financial Year ended on 31st March, 2024.

16. RESERVATION AND QUALIFICATION ON AUDITOR’S REPORT:

The observations of the auditors are as follows -

“In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to a director during the year, in excess of 5% of Profit, specifically to the managing director was approved by the extra ordinary general meeting, dated 20th April 2023 for Rs. 30,00,000/- per annum which includes salary and perquisites of all kind. ”

Board response: Considering the lower margin of profits which is inherent in nature, the value of remuneration paid to managing director is below the market average. However, the board proposes to ratify the payment of remuneration to managing director and other directors by obtaining necessary approvals from the shareholders of the company.

“As stated in Note 2 to the standalone financial statements, the interim dividend declared and paid by the Company during theyear and until the date of this report is in compliance with Section 123 of the Act except, that the transfer of the entire dividend amount to a new bank account was made on 20th November2023as against the stipulated date of 14th November, 2023."

Board response: The declaration of interim dividend was approved by the board and while initiating the transfer, the calculations were made erroneously and hence there was a delay. However, the entire amount has been duly transferred and disbursed as applicable.

“Based on our examination which included test checks, the Company has used Tally accounting software for maintaining its books of account where the feature of recording audit trail (edit log) facility was enabled in the software. However, user specific login was not created and used during said year and also, due to limitation of tally software, we are not able to verify all the relevant aspects of the audit trail including entry and modification thereof, except to the extent of date /time of an entry and generic user access used for recording such entry.”

Board response: The accounting software has been enabled to provide the complete trails of user level information as on the date of this report. Considering the various technology tools used by the company, havingand economical software is beingthe priority, the board has endeavored to enable to controlfeatures in the accounting software itself.

17. REPORTING OF FRAUD:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and the rules made thereunder.

18. RISK MANAGEMENT:

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are considered while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives:

• Provide an overview of the principles of risk management

• Explain approach adopted by the Company for risk management

• Define the organizational structure for effective risk management

• Develop a “risk” culture that encourages all employees to identify risks and associated

• opportunities and to respond to them with effective actions.

• Identify, access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company’s human, physical and financial assets.

19. APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

The Company has not initiated any proceedings under Insolvency Bankruptcy Code 2016 during the financial year 2023-2024.

20. VALUATION:

The Company during the financial year 2023-2024 has not undertaken any valuation under Section 247 of Companies Act, 2013.

21. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

Company has zero tolerance for sexual harassment at work place and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy aims to provide protection to employees at work place and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

22. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Sections 92(3) and I34(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (as substituted by the Companies (Management and Administration) Amendment Rules, 2021 dated March 05, 2021), a copy of the Annual Return (MGT -7) is available on the website of the Company at.

The Annual Return is available in the Company website www.servicecare.in

23. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy: As the company is engaged in service sector, the energy consumption is minimal, however our Company is aware of its responsibilities and has at every available opportunity, used and implemented such measures so as to enable energy conservation. The company is constantly thriving to migrate towards renewable source of energy.

B. Technology Absorption:

The Company continues to use the latest information technology for improving the productivity. Absorption of q ualitative technology helps to reduce operation costs. The Company’s operation does not require any significant import of technology so far.

C. Foreign Exchange Earnings & Out go: (in lakhs)

Total Foreign Exchange Earnings in 2023-24	Total Foreign Exchange outflow 2023-24	Total Foreign Exchange Earnings in 2022-23	Total Foreign Exchange outflow 2022-23
NIL	NIL	NIL	NIL

24. DIRECTOR’S RESPONSIBILITY STATEMENT

As required under provisions of Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the of the company at the end of the financial year and of the Profit/loss of the Company for that period;

iii. The Directors had taken proper and sufficient care 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;

iv. The Directors had prepared the annual accounts on a ‘going concern basis’;

v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi. 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.

25. BOARD EVALUATION

The Company is led by a diverse, experienced and competent Board. The performance evaluation of the individual members of the Board (including the Chairman) for financial year 2023-24, was carried out internally. This was based on a structured questionnaire which cover various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Member’s strengths and contribution, execution and performance of specific duties, obligations and governance and feedback from each Director.

26. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSON: As on the current date the Composition of the Board is as follows:
Sl.No.	Name of the Director/KMP	Designation	Date of Appointment
1.	Mrs. ShanyJalal	Managing Director	13/05/2011
2.	Mr. Anil Kumar Muraleedharan	Director	13/05/2011
3.	Mr. Amit Kumar Rakhecha	Director & Chief Financial Officer	27/03/2023& 19/04/2023 respectively.
4.	Mrs. Pushpy B Muricken	Independent Director	19/04/2023
5.	Mr. Bharath Kumar Jain	Independent Director	26/04/2023
6.	Mr. Ashok Ajay Kumar Bantia	Independent Director	19/04/2023
7.	Mrs. Sharvari Sham Kulkarni	Company Secretary	From 19/04/2023 to 01/10/2023
8.	Mrs. Sweta Sahal	Company Secretary	From 30/12/2023 to 19/07/2024

For the financial year 2023-24, in accordance with Section 177 and Section 178 of Companies Act, 2013 read along with Regulation 18,19 and 20 of SEBI LODR Regulations 2015 has constituted the following committee:

SI No.	Name of the Committee	Chairperson	Member 1	Member 2
1	Audit Committee	Bharath Kumar Jain	AshokAjay Kumar Bantia	Anil Kumar Muraleedharan
2	Nomination and Remuneration Committee	Bharath Kumar Jain	AshokAjay Kumar Bantia	PushpyB Muricken
3	Stakeholders Relationship Committee	Pushpy B Muricken	ShanyJalal	Anil Kumar Muraleedharan
The Seer	stary of Audit Committee shall be the Company		Secretary.

28. PREVENTION OF INSIDER TRADING:

Upon listing the equity shares of the company in the exchange, the SEBI (Prohibition of insider trading) Regulations, 2015 is applicable to the company. Pursuant thereto, the Company has formulated and adopted a Code for Prevention of Insider Trading.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Company''s shares and prohibits the purchase or sale of company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. The Company also maintains Structural Digital Database of all Insider, as directed by the SEBI.

All Board members and the designated employees have confirmed compliance with the Code.

29. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given their declaration for the FY 2023-24 that they continue to meet all the criteria as specified under Section 149(6) & (7) of the Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they are Independent of the management in respect of their position as an "Independent Director" in the Company.

30. OPINION OF THE BOARD WITH REGARD TO INTEGRITY. EXPERTISE OF INDEPENDENT DIRECTORS:

A statement regarding opinion of the Board with regard to integrity, expertise and experience was not applicable during the year under review, however, by virtue of listing company has appointed the independent directors after the closure and hence we are providing the following in accordance with Rule 8 Companies (Accounts) Rules, 2014.

a) Mr. Bharath Kumar Jain was appointed as independent director on 26^th April, 2023. A Chartered Accountant by profession and has total of 6 years of experience. He looks after all Management related functions of the Company.

b) Mr. Ashok Kumar Jain was appointed as Independent Director on 19^th April, 2023. A Company Secretary by Profession and has a total of 12 years of experience. The areas of expertise are in ensuring good corporate governance and various compliances.

c) Mrs. Pushpy B Muricken was appointed as Independent Director on 19^th April 2023. A cost Accountant by profession and has a total of 20 years of experience. The areas of expertise are in management and financial terms to improve business decisions and financial plans.

31. REMUNERATION POLICY:

The Company has formed Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 for the financial year 2023-24. The details are annexed as Annexure-3.

32. VIGIL MECHANISM:

The Company has a whistle blower mechanism wherein the employees can approach the Management of the Company (Audit Committee in case where the concern involves the Senior Management) and make protective disclosures to the Management about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct

The Whistle Blower Policy requires every employee to promptly report to the Management any actual or possible violation of these Codes or an event an employee becomes aware of, that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy.

33. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of the Companies Act, 2013 relating to Corporate Social Responsibility were not applicable to the Company for the FY 2023-24.

34. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

The guiding principle of the Code of Corporate Governance is ‘harmony’ i.e., balancing the need for transparency with need to protect the interest of the Company, balancing the need for empowerment at all levels with the need for accountability.

The Company believes in the highest standards of good and ethical corporate governance practices. Good governance practices stem from the culture and mindset of the organization. It is therefore not merely about enacting policies regulations and procedures but also about establishing an environment of trust and confidence among various shareholders.

The Company’s philosophy on the Code of Governance is that the Company should follow contemporary corporate practices and the guiding principle of the Code of Governance of the Company is Harmony i.e.:

(a) Balancing need for transparency with the need to protect the interests of the Company;

(b) Balancing the need for empowerment at all levels with the need for accountability; and

(c) Interaction with all stakeholders including shareholders, employees, lenders and regulatory authorities.

35. OTHER DISCLOSURES:

a. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

b. None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or reenactments) thereof for the time being in force);

c. The Company does not have any scheme or provision of money for the purchase of its own shares by Employees / Directors or by Trustees for the benefit of Employees / Directors; and

d. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

e. There was no change in the nature of business of the Company during the Financial Year.

f. There was no instance of onetime settlement with any Bank or Financial Institution.

g. All the non-executive Independent Directors are highly experienced and qualified, as detailed in their profile snapshot.

36. APPRECIATION:

Your directors take this opportunity to thank the employees, customers, Vendors, investors, and banks for their valuable support to the company during the year.

---

Mar 31, 2023

The Directors are pleased to present the Twelfth Annual Report together with the Audited Financial Statements for the year ended 31st March 2023,

1. FINANCIAL RESULTS:

Particulars	Financial year 202223	Financial year 202122
Revenue from operations	15,900.07	11495.16
Other Income	12.20	6.22
Total Income	15,912.27	11501.38
Expenditure	15,481.14	11264.00
Profit before exceptional items and taxes	431.13	237.38
Exceptional Items	-	-
Profit before extraordinary items and taxes	431.13	237.38
Extraordinary items
- The gratuity provision for prior years	14.37	-
- Depreciation for previous year is recomputed, due to change in useful life of few assets		(1.74)
Profit before tax	416.76	239.12
Income Taxes
- Current		68.08
- Deferred	(21.25)	12.59
Profit for the year	438.01	158.45

Management Discussion and Analysis of Financial Conditions and State of Company Affairs

2. FINANCIAL PERFORMANCE:

Your Company’s directors are pleased to inform you that company has earned a profit of Rs. 438.01 lakhs as compared to previous year’s profit Rs. 158.45 lakhs. Company has managed to increase the turnover from 15,900.07 lakhs to Rs. 11,495.16. This jump in profits is due to growing sales, better margin and getting tax concession under Section 80JJA of Income Tax Act, 1961.

Key Financial performance, Operational Information and Ratio Analysis

Key Ratio/Indicators	FY 2022-23	FY 2021-22	Explanation for change of 25% or more.
Trade Receivables Turnover Ratio	8.02	7.62	5%
Inventory Turnover times
Current Ratio	1.55	1.30	20%
Debt Equity Ratio	0.24	0.53	-54% The debt equity ratio is improved due to infusion of share capital at premium.
Return on equity Ratio	0.34	0.25	39% The PAT has improved due to infusion of capital and efficiency of operations.
Return on Investment	52%	15845%	The return on capital has reduced for the year owing to the fact of issue of bonus shares which has diluted the number of outstanding shares in the company.

3. LEGAL AND REGULATORY:

Compliance with laws and regulations is an essential part of your Company’s business operations. We are subject to laws and regulations in diverse areas as product safety, product claims, competition, employee health and safety, the environment, corporate governance, listing and disclosure, employment and taxes. Frequent changes in legal and regulatory regime and introduction of newer regulations with multiple authorities regulating same areas lead to complexity in compliance. We closely monitor and review our practices to ensure that we remain complaint with relevant laws and legal obligations.

4. OPERATIONAL PERFORMANCE:

During the fiscal year 2022-23, we have served big brands such as Larsen & Toubro Limited, State Bank of India, Omega Healthcare Management Service Private Limited, Ashok Leyland Limited.

To support this growth, we are further looking forward to offering enhanced property management services, pest control services, civil project services, catering services. These are the developing market and we are strengthening our services to these markets.

We are regularly having follow ups from customers, to know about the satisfaction regarding the Service care services, we are having feedback activity also, through which we are improving our services to tackle the practical concerns.

5. SYSTEMS AND INFORMATION:

Your Company’s operations are increasingly dependent on IT systems and the management of information. Increasing digital interactions with customers, suppliers and consumers place even greater emphasis on the need for secure and reliable IT systems and infrastructure, and careful management of the information that is in our possession.

The cyber-attack threat of unauthorised access and misuse of sensitive information or disruption to operations continues to increase. To reduce the impact of external cyber-attacks impacting our business, we have sufficient security measures including firewalls and threat monitoring systems in place, complete with immediate response capabilities to mitigate identified threats. Our employees are trained to understand these requirements.

6. DIVIDEND:

Considering future growth projects of the company, the board has decided not to declare any dividend to the shareholders for the financial year 2022-23.

7. SHARE CAPITAL:

The Authorised Share Capital was increased from Rs. 1,50,00,000 to Rs. 11,50,00,000 during the year under review.

The issued share capital of the company as on 31^st March, 2023 was Rs, 8,41,25,000 (Rupees Eight Crore Forty-one lakhs and twenty-five thousand only).

During the year under review, the company has allotted 2500 Equity shares at a face value of Rs. 10 each on Right issue basis.

Further, we have issued bonus shares of total 84,00,000 at a face value of Rs. 10 each.

8. MATERIAL CHANGES:

Our Company was incorporated under the class of Private Company on 13^th May 2011 under Companies Act 1956. Acknowledging the growth opportunities and in need of raising finance for the same, the company on 27^th March 2023 has passed special resolution approving conversion from private company to public company and on 18^th April 2023 has successfully converted the status from Private Company to Public Company.

Further company planned to expand its capital base, so on 19^th April 2023, the Board of Directors proposed to issue and list the shares of the Company on National Stock Exchange Limited (NSE)- SME Platform. On 20^th April 2023, the members of the company had passed a resolution and agreed with Board of Directors to list the securities. The company then commenced with issue process and took necessary steps like appointing lead merchant banker, share transfer agent, market maker etc. All the material contracts, material documents along with final prospectus copy has been filed with the Registrar of Companies Karnataka vide E-form GNL-2 on 20^th July 2023 and also physical copies of same has been submitted.

On 26^th July 2023 successfully got listed on the SME platform of National Stock Exchange Limited (NSE)- NSE Emerge. The company had made a fresh issue up to 30,86,000 Equity shares which were oversubscribed by 6.5 times.

The Company expresses immense gratitude to all parties to issue for making this an affluent issue.

9. TRANSFER TO GENERAL RESERVE:

As permitted under the provisions of the Companies Act, 2013 (the Act), the Board does not propose to transfer any amount to general reserve.

10. PUBLIC DEPOSITS:

During the year under review, your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

11.SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

12.COMPMANCE WITH SECRETARIAL STANDARDS:

Your directors confirm that Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

1.3. HOLDING. SUBSIDIARIES. TOINT VENTURES OR ASSOCIATE COMPANIES:

As on 31st March 2023, the Company does not have any Holding, Subsidiaiy, Associate or Joint Ventures.

14. RELATED PARTY TRANSACTION:

All related party transaction that was entered during the financial year under review were on Arm’s Length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act.

Details of transaction which related parties as required under section 134(3)(h) of the Act read with rule 8(2) of the companies (Accounts) Rules, 2014 are provided in Form AOC-2 and forms part of this report as Annexure-2.

15. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS.

The details of Loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.

16. BOARD MEETINGS:

The Board has met 10 times durine the financial vear 2022-23.

SI	Dates	Number of Directors Present
No
1	08.06.2022	2
2	02.09.2022	2
3	12.12.2022	2
4	04.01.2023	2
5	30.01.2023	2
6	23.02.2023	2
7	03.03.2013	2
8	13.03.2023	2
9	18.03.2023	3
10	23.03.2023	3

1 7. ADFOUACY OF INTERNAL CONTROLS SYSTFM AND THEIR COMPI.IANCF:

During the year, the Company has reviewed its Internal Financial Control systems and has continually contributed to the establishment of a more robust and effective internal financial control framework. The control criteria ensure the orderly and efficient conduct of the Company''s business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board of Directors are of the opinion that the Company has an adequate Internal Financial Controls system that is operating effectively as of 31st March 2023.

There were no instances of fraud which necessitated reporting of material misstatements to the Company’s operations.

There has been no communication from regulatory agencies concerning non-compliance with or deficiencies in financial reporting practices.

18. AUDITORS:

Statutory Auditors:

Pursuant to Section 139 of the Act read with applicable rules framed thereunder, M/s. S Bhat and Associates, Chartered Accountants, having firm registration No. 01492 5S as Statutory Auditors of the Company for the period of 5 years from the conclusion of 10^th annual general meeting till conclusion of 15^th Annual general meeting.

The Ministry of Corporate Affairs vide Notification dated 7th May 2018 notified several Sections of the Companies (Amendment] Act, 2017. In view of the said notification, the requirement of ratification of appointment of auditors, under Section 139 of the Act at each AGM is no longer required. Hence, the resolution for this item is not being included in the Notice to the AGM.

Appointment of Secretarial Auditor and Internal Auditor is applicable for the financial year 2023-24.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit] Amendment Rules, 2014, Cost Audit is not applicable to the Company. Hence appointment of Cost Auditor is not required.

19. SECRETE RIAL AUDIT:

Secretarial Audit for the financial year 2022-23 is not applicable.

However due to virtue of listing, provisions of Section 204 of Companies Act, 2013 read with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements] Regulation, 2015 becomes applicable for the financial year 2023-24.

20. RESERVATION AND QUALIFICATION ON AUDITOR''S REPORT:

The Auditors'' Report on the financial statements of the Company for the financial year ended 31st March 2023 does not contain any qualifications, reservations, adverse remarks or disclaimers. The Auditor''s Report is enclosed with the financial statements forming part of the Annual Report

Secretarial audit was not applicable for the financial year 2022-23.

21 .REPORTING OF FRAUD:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12] of the Act and the rules made thereunder.

22. RTSK MANAGEMENT:

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are considered while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives:

•Provide an overview of the principles of risk management

•Explain approach adopted by the Company for risk management

•Define the organizational structure for effective risk management

•Develop a "risk" culture that encourages all employees to identify risks and associated

•opportunities and to respond to them with effective actions.

•Identify, access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company’s human, physical and financial assets.

23. APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

The Company has not initiated any proceedings under Insolvency Bankruptcy Code 2016 during the financial year 2022-2023.

24. VALUATION:

The Company during the financial year 2022-2023 has not undertaken any valuation under Section 247 of Companies Act, 2013.

25. POLICY ON PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PEACE:

Company has zero tolerance for sexual harassment at work place and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy aims to provide protection to employees at work place and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

26.EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in the prescribed form i.e., Form MGT-9 is annexed herewith which forms part of this Report as Annexure-3.

The Annual Return is available in the Company website www.servicecare.in

2 7.PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY. ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy: As the company is engaged in service sector, the energy consumption is minimal, however our Company is aware of its responsibilities and has at every available opportunity, used and implemented such measures so as to enable energy conservation. The company is constantly thriving to migrate towards renewable source of energy.

B. Technology Absorption:

The Company continues to use the latest information technology for improving the productivity. Absorption of qualitative technology helps to reduce operation costs. The Company''s operation does not require any significant import of technology so far.

C. Foreign Exchange Earnings & Out go: (in lakhs)

Total Foreign	Total Foreign	Total Foreign	Total
Exchange	Exchange	Exchange	Foreign
Earnings in	outflow 2022-23	Earnings in	Exchange
2022-23		2021-22	outflow
			2021-22
NIL	NIL	NIL	NIL

28. DIRECTOR S RESPONSIBILITY STATEMENT

As required under provisions of Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the of the company at the end of the financial year and of the Profit/loss of the Company for that period;

iii. the Directors had taken proper and sufficient care 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;

iv. the Directors had prepared the annual accounts on a ''going concern basis'';

v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi. 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.

29. BOARD EVALUATION

The Company is led by a diverse, experienced and competent Board. The performance evaluation of the the individual members of the Board (including the Chairman] for financial year 2022-23, was carried out internally. This was based on a structured questionnaire which cover various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Member’s strengths and contribution, execution and performance of specific duties, obligations and governance and feedback from each Director.

30. DFTAI1.S OF DIRECTORS AND KFY MANAGERIAL PERSON:

Mr. Amit Kumar Rakhecha, was appointed as director of the company with effect from 19^th March, 2023.

As on the current date the Composition of the Board is as follows:

SI No.	Name of the Director/KMP	Designation	Date of Appointment
1.	Mrs. Shany Jalal	Managing Director	13/05/2011
2.	Mr. Anil Kumar Muraleedharan	Director	13/05/2011
3.	Mr. Amit Kumar Rakhecha	Director & Chief Financial Officer	19/04/2023 & 27/03/2023 respectively.
4.	Mrs. Pushpy B Muricken	Independent Director	19/04/2023
5.	Mr. Bharath Kumar Jain	Independent Director	26/04/2023
6.	Mr. Ashok Ajay Kumar Bantia	Independent Director	19/04/2023
7.	Mrs. Sharvari Sham Kulkarni	Company Secretary	19/04/2023

31. FORMATION OF COMMITTEE:

For the financial year 2022-23, your company was not required to form committee, but due to virtue of listing on the stock exchange, company in accordance with Section 177 and Section 178 of Companies Act, 2013 read along with Regulation 18,19 and 20 of SEBI LODR Regulations 2015 has constituted the following committee:

s 1 N 0	Name of the Commitee	Chairperson	Member 1	Member 2
1	Audit Committee	Bharath Kumar Jain	Ashok Ajay Kumar Bantia	Anil Kumar Muraleedharan
2	Nomination and Remuneration Committee	Bharath Kumar Jain	Ashok Ajay Kumar Bantia	Pushpy B Muricken
3	Stakeholders Relationship Committee	Pushpy B Muricken	Shany Jalal	Anil Kumar Muraleedharan

The Secretary of Audit Committee is Mrs. Sharvari Sham Kulkarni- Company Secretary.

32. DECLARATION BY INDEPENDENT DIRECTORS:

The Company was not required to appoint Independent Directors under Section 149(4] and Rule 4 of the Companies (Appointment and Qualification of Directors] Rules, 2014 for the financial year 2022-23.

However, Independent directors were appointed after the closure of the financial year and declaration under Section 149(6] and necessaiy consents were received by the company.

33. OPINION OF THE BOARD WITH REGARD TO INTEGRITY. EXPERTISE OF INDEPENDENT DIRECTORS:

A statement regarding opinion of the Board with regard to integrity, expertise and experience was not applicable during the year under review, however, by virtue of listing company has appointed the Independent directors after the closure and hence we are providing the following in accordance with Rule 8 Companies (Accounts] Rules, 2014.

Your Company has appointed the following members as Independent Directors:

a] Mr. Bharath Kumar Jain was appointed as independent director on 26^th April, 2023. A Chartered Accountant by profession and has total of 6 years of experience. He looks after all Management related functions of the Company.

b] Mr. Ashok Kumar Jain was appointed as Independent Director on 19^th April, 2023. A Company Secretary by Profession and has a total of 12 years of experience. The areas of expertise are in ensuring good corporate governance and various compliances.

c] Mrs. Pushpy B Muricken was appointed as Independent Director on 19^th April 2023. A cost Accountant by profession and has a total of 20 years of experience. The areas of expertise are in management and financial terms to improve business decisions and financial plans.

34. REMUNERATION POI.ICY:

The Company, was not required to constitute a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 for the financial year 2022-23.

On virtue of getting listed on the stock exchange on 26^th July, 2023, the Company has formed Nomination and Remuneration Committee. The details are annexed as Annexure-1.

35. VIGIL MECHANISM:

The Company has a whistle blower mechanism wherein the employees can approach the Management of the Company (Audit Committee in case where the concern involves the Senior Management) and make protective disclosures to the Management about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct

The Whistle Blower Policy requires every employee to promptly report to the Management any actual or possible violation of these Codes or an event an employee becomes aware of, that could affect the business or reputation of the Company. The disclosures reported are addressed in the manner and within the time frames prescribed in the Policy.

36. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of the Companies Act, 2013 relating to Corporate Social Responsibility were not applicable to the Company for the FY 2022-23.

37. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

The guiding principle of the Code of Corporate Governance is ‘harmony’ i.c.. balancing the need for transparency with need to protect the interest of the Company, balancing the need for empowerment at all levels with the need for accountability.

The Company believes in the highest standards of good and ethical corporate governance practices. Good governance practices stem from the culture and mindset of the organization. It is therefore not merely about enacting policies regulations and procedures but also about establishing an environment of trust and confidence among various shareholders.

The Company’s philosophy on the Code of Governance is that the Company should follow contemporary corporate practices and the guiding principle of the Code of Governance of the Company is Harmony i.e.:

(a) Balancing need for transparency with the need to protect the interests of the Company;

(b) Balancing the need for empowerment at all levels with the need for accountability; and

(c) Interaction with all stakeholders including shareholders, employees, lenders and regulatory authorities.

3 8. APPRECIATION:

Your Directors take this opportunity to thank the employees, customers, Vendors, investors, and banks for their valuable support to the company during the year.

Place: Bangalore For and behalf of the Board of Directors

Date: 17^th August 2023

SHANY JALAL ANIL KUMAR

MURALEEDHARAN

Managing Director and Director

Chairperson

DIN: 03488342 DIN:03488320