Safe Enterprises Retail Fixtures Ltd Directors Report

To,

The Members,

Safe Enterprises Retail Fixtures Limited

Your Directors are pleased to present the 2nd Annual Report on the business and operations of Safe Enterprises Retail Fixtures Limited ( the Company ) together with the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2026.

The Financial Year under review marks a significant milestone in the journey of the Company as the Company successfully completed its Initial Public Offering ( IPO ) and its Equity Shares were listed on the NSE Emerge Platform (SME Segment of National Stock Exchange of India Limited) on 27th June, 2025.

1. COMPANY OVERVIEW

The Company is engaged in the business of designing, manufacturing, supplying and executing customized retail fixture solutions and allied products for modern retail environments. Company provides end-to-end solutions comprising conceptualization, design development, manufacturing, finishing, assembly and installation of retail fixtures, displays and related infrastructure requirements.

The Company caters to diverse customer requirements across retail formats including but not limited to Fashion and apparel outlets, Lifestyle and consumer retail stores, Brand outlets, and other customized retail infrastructure requirements.

During the year under review, the Company continued to focus on strengthening operational capabilities, improving manufacturing efficiencies, expanding customer relationships and enhancing stakeholder value.

As on date, Company operates from three Manufacturing Units which are situated at:

- Plot No. D-372, TTC MIDC Industrial Area, MIDC Kukshet Village, Sanpada, Thane - 400703, Maharashtra, India

- Plot No. D-374, MIDC, TTC Industrial Area, Kukshet Nerul, Navi Mumbai-400705, Maharashtra, India.

- D-222/19, TTC Industrial Area, Nerul, Navi Mumbai- 400705, Maharashtra, India.

2. FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance of the Company for the Financial Year ended 31st March, 2026 as compared with the previous financial year is summarised below:

Particulars	Consolidated		Standalone
	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from Operations	21,841.5	13,831.3	17,308.2	12,613.8
Total Revenue	22,650.4	13,973.2	17,995.5	12,718.5
Total Expenses	14,114.5	8,973.5	10,775.7	8,174.8
Profit before tax	8,535.9	4,999.7	7,219.8	4,543.7
Tax Expense	2,150.1	1,349.6	1,823.4	1,268.1
Current Tax	2,081.4	1,358.7	1,834.1	1,277.2
Deferred Tax	(27.82)	(9.07)	(10.85)	(9.06)
Profit for the period	6,385.8	3,918.5	5,396.5	3,275.6
EPS Basic (in Rs)	14.6	11.4	12.4	9.6
EPS Diluted (in Rs))	14.6	11.4	12.4	9.6

3. STATE OF COMPANYS AFFAIRS

The Company reported revenue from operations of ^17,308.20 Lakhs on a standalone basis and ^21,841.51 Lakhs on a consolidated basis during the year under review. The Company recorded profit after tax of ^5,396.49 Lakhs on a standalone basis and ^6,385.83 Lakhs on a consolidated basis.

4. CHANGE IN NATURE OF BUSINESS

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

5. TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the Financial Year under review.

6. DIVIDEND

Considering the future growth plans, expansion requirements, working capital requirements and long-term business objectives, your Directors have decided not to recommend any dividend for the Financial Year ended 31st March, 2026.

7. TRANSFER OF UNCLAIMED DIVIDEND

During the year under review, there were no amounts of unclaimed or unpaid dividend required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government. Accordingly, no such transfer was made during the Financial Year.

8. INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES

During the Financial Year under review, the Company successfully completed its Initial Public Offering ( IPO ) of Equity Shares pursuant to the Prospectus dated 25th June, 2025

and its Equity Shares were listed on the NSE Emerge Platform (SME Segment of National Stock Exchange of India Limited) on 27th June, 2025.

The Company raised an amount aggregating to ^16,974.00 Lakhs through the IPO comprising of fresh issue of Equity Shares of face value of ^5/- each at an issue price of ^138/- per Equity Share (including a securities premium of ^133/- per Equity Share).

The listing marks a significant milestone in the Company s growth journey and provides an opportunity to enhance transparency, corporate governance standards and shareholder participation.

9. LISTING WITH STOCK EXCHANGE

The Company s shares are listed on NSE (SME Platform) under Trading Symbol SAFEENTP . The ISIN code of the Company is INE17D601016. Your Company has paid requisite Annual Listing Fees to National Stock Exchange of India Limited (NSE) where its securities are listed.

10. DEMATERIALIZATION OF SHARES

Company s shares are in dematerialized form with National Security Depository Limited (NSDL) and Central Depositary Services (India) Limited (CDSL).

11. DETAILS OF HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATES

Your Company has no associate or joint venture company. The Company has following subsidiaries as on 31 st March, 2026:

Sr. No.	Name	CIN	Status as on 31st March, 2026	Status as on Date of Report	Notes
1	Safe Enterprises Retail Technologies Private Limited	U36109 MH2020 PTC338 157	Subsidiary Company	Wholly- Owned Subsidiary Company	Subsequent to the closure of the Financial Year, the Company acquired the balance 5.74% equity shareholding held by the minority promoter shareholders in Safe Enterprises Retail Technologies Private Limited ( SERTPL ) as approved by the Board of Directors in their meeting held on May 11,2026. Pursuant to the said acquisition, SERTPL has become a wholly-owned subsidiary of the Company as on the date of report.
2	Inscite Advisory Services Private Limited	U70200 MR2026 PTC474 714	Wholly- Owned Subsidiary Company	Wholly- Owned Subsidiary Company	During the Financial Year under review, Inscite Advisory Services Private Limited, a subsidiary of the Company, was converted from a Limited Liability Partnership ( LLP ) into a Private Limited Company with effect from 18th March, 2026. The conversion was undertaken in accordance with the applicable provisions of law and resulted in the change in the legal structure of the subsidiary from an LLP to a corporate entity.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company and its subsidiaries form part of this Annual Report.

A statement containing the salient features of the financial statements of the subsidiary company pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 is annexed as Annexure - I in Form AOC-1.

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

There were no material changes and commitments affecting the financial position of the Company between the end of the Financial Year ended 31st March, 2026 and the date of this Report, except as disclosed below.

Subsequent to the closure of the Financial Year, the Company acquired the balance 5.74% equity shareholding held by the minority shareholders in Safe Enterprises Retail Technologies Private Limited ( SERTPL ), pursuant to the approval of the Board of Directors at its meeting held on 11th May, 2026. Consequent to the completion of the said acquisition, SERTPL has become a wholly-owned subsidiary of the Company.

13. SHARE CAPITAL

Authorised Share Capital

The authorised share capital of the Company as on 31st March, 2026 stood at Rs. 25,00,00,000 (Indian Rupees Twenty-Five Crore only) consisting of 5,00,00,000 Equity Shares of Rs. 5/- each.

Issued, Subscribed and Paid-up Share Capital

During the Financial Year under review, the issued, subscribed and paid-up equity share capital of the Company increased pursuant to allotment of Equity Shares through an Initial Public Offer ( IPO ) from Rs. 17,15,22,390 (Indian Rupees Seventeen Crore Fifteen Lakh Twenty-Two Thousand Three Hundred Ninety only) consisting of

3.43.04.478 Equity Shares of Rs. 5/- each to Rs. 23,30,22,390 (Indian Rupees Twenty-Three Crore Thirty Lakh Twenty-Two Thousand Three Hundred Ninety) consisting of

4.66.04.478 Equity Shares of Rs. 5/- each.

The Company has not issued any shares with differential voting rights nor has issued any sweat equity shares during the Financial Year under review.

The Company has neither bought back any of its securities nor made any further issue of securities except as disclosed above.

The Company has complied with all applicable provisions of the Companies Act, 2013 and SEBI regulations relating to issue and allotment of securities.

14. UTILISATION OF IPO PROCEEDS

The Company raised aggregate Gross Proceeds of Rs. 16,974.00 Lakhs through the IPO. Out of this, amount allocated to issue related expenses was Rs. 2,095.05 Lakhs. Net Proceeds out of the Issue amounted to Rs. 14,878.95 Lakhs.

The details of utilization of IPO proceeds as on 31st March, 2026 are as follows:

Particulars	Amount as per Prospectus	Amount Utilised up to 31st March, 2026
Capital expenditure towards setting up new manufacturing unit	6,588.59	2,015.17
Investment in subsidiary for capital expenditure requirements	699.02	227.39
Funding working capital requirements	3,000.00	2,641.52
Investment in subsidiary for working capital requirements	1,000.00	505.39
General Corporate Purpose	3,627.70	2,721.26
Total	14,915.31	8,110.73

Out of the total Issue Related Expenses amounting to Rs. 2,095.05 Lakhs, Company has utilized Rs. 2,058.68 Lakhs.

The Company has, in its Board Meeting, upon approval of Audit Committee, decided to transfer unutilized balance of Rs. 36.37 Lakhs from Issue Related Expenses to General Corporate Purpose (GCP). This transfer is compliant with the Prospectus provision allowing unutilized IPO expenses to be utilized for GCP, provided total GCP usage does not exceed 25% of the gross proceeds. There has been no deviation or variation in the utilisation of IPO proceeds from the objects stated in the Prospectus dated 25th June, 2025.

15. DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. However, the Company has receipts of money which are covered under the exemption of Deposits under Companies (Acceptance of Deposits) Rules, 2014, and the same is also disclosed in the e-form DPT-3 for the financial year 2025-26.

16. PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act 2013 and the SEBI Listing Regulations, the Company has adopted a policy on Related Party Transactions ( RPT Policy ). The RPT Policy is available on Company s website at www.safeenterprises.com

During the year under review, all transactions/contracts/arrangements of the nature as specified in Section 188(1) entered during the financial year were in the Ordinary Course of the Business and on an Arms Length basis. These transactions were preapproved by the Audit Committee.

Details of Related Party Transactions entered into by the Company for Financial Year 2025-26, have been disclosed in Note No. 31 to the Standalone and Consolidated Financial Statements respectively forming part of this Annual Report.

The Company did not have any material contracts or arrangements with related parties in terms of Section 188(1) of the Act. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2025-26 and hence does not form part of this Report.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are disclosed in the notes to the Financial Statements forming part of this Annual Report.

18. DISCLOSURES AS PER SCHEDULE V PARA A (2A) OF THE SEBI (LODR) REGULATIONS, 2015

In accordance with Regulation 34(3) read with Schedule V Para A (2A) of the SEBI LODR, 2015 the additional disclosure relating to disclosure of transactions of the listed entity with any person or entity belonging to the promoter/ promoter group which holds 10% or more shareholding in the Company are already provided in the financial statements of the Company.

19. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review this provision is not applicable on our Company.

20. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company itself under the IBC before the National Company Law Tribunal (NCLT).

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

During the year, there were no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

22. CREDIT RATING

The company has not obtained any rating from any Credit Rating Agency during the year.

23. EXTRACT OF ANNUAL RETURN

In accordance with section 134(3)(a) of the Act, the annual return as referred to in section 92(3) of the Companies Act, 2013 for the financial year under review shall be placed on the website of the Company under the Investor Updates section at weblink:

www.safeenterprises.com/investors/financials-reports/investor-

presentation/annual-returns.

24 . MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ), the Management Discussion and Analysis Report forming part of this Annual Report provides detailed analysis of the industry structure, opportunities, risks, outlook and operational performance of the Company.

The same is attached as ANNEXURE V and forms an integral part of this Annual Report.

25. CORPORATE GOVERNANCE REPORT

The Company is listed on the NSE Emerge and exempted from provisions of corporate governance as per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, no Corporate Governance Report is required to be disclosed with Annual Report.

26. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. BOARD OF DIRECTORS:

The Company has an appropriate mix of Executive, NonExecutive and Independent Directors to maintain its independence, and separate its functions of governance and management. As on 31st March, 2026, the Board comprised of 5 (Five) members, consisting of 1 (One) Managing Director, 2 (Two) Whole Time Directors, 1 (One) Non-Independent Non - Executive Director and 1 (One) Independent Director

As on 31st March, 2026, the Board of Directors of the Company comprised of the following members:

Name of Director	DIN	Designation	Category
Mr. Saleem Shabbir Merchant	00238277	Chairman & Managing Director	Executive Director
Mr. Mikdad Saleem Merchant	06592845	Whole Time Director & Chief Financial Officer	Executive Director
Mr. Huzefa Saleem Merchant	02071651	Whole Time Director & Chief Executive Officer	Executive Director
Mrs. Munira Saleem Merchant	00238443	Director	Non-Executive Director
Mr. Kedar			Non-Executive
Mangesh	06716135	Director	Independent
Latke			Director

During the Financial Year under review, Mrs. Seema Shashank Mhatre ceased to be an Independent Director of the Company with effect from 27th February, 2026 due to resignation and consequently ceased to be a member of the Committees of the Board in which she was associated.

The Board places on record its appreciation for the valuable contribution made by Mrs. Seema Shashank Mhatre during her tenure as an Independent Director.

During the financial year 2025-26, the Company has received Form MBP-1 from all Directors as required under the provisions of Section 184 (1) of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 which mandates that each director discloses his/her interest or concern in any company, body corporate, firm, or other association of individuals. Based on the confirmation received by the Company, none of the Directors are disqualified to be appointed/ re-appointed directors in terms of section 164 of the Act.

Further, the Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI LODR, 2015.

B. Key Managerial Personnel (KMP)

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on 31st March, 2026 were:

Name	Designation
Mr. Saleem Shabbir	Chairman & Managing
Merchant	Director
Mr. Mikdad Saleem	Whole Time Director &
Merchant	Chief Financial Officer
Mr. Huzefa Saleem	Whole Time Director &
Merchant	Chief Executive Officer
Ms. Mohini Waghade	Company Secretary & Compliance Officer

C . Changes in the Board of Directors & KMP of the Company during the Yea r

Sr. No.	Name of Director/K MP	Designation	Type of Change	Date of Change
1	Mr. Huzefa Saleem Merchant	Chief Executive Officer (CEO)	Appointment	18th September, 2025
	Mrs.
2	Seema Shashank Mhatre	Independen t Director	Resignation	27th February, 2026

D. Changes in the Board of Directors & KMP of the Company After the End of Financial Year 2025-26 till the date of Report

Sr. No.	Name of Director /KMP	Designation	Type of Change	Date of Change
1	Ms. Preeti Ajit Gogate	Additional Independent Director	Appointment	18th May, 2026

E. Retirement of Director by Rotation

In accordance with the provisions of section 152(6) of the Act, and Articles of Association of the Company, Mr. Saleem Shabbir Merchant, Chairman & Managing Director of the Company are liable to retire by rotation, has offered themselves for re-appointment at the ensuing Annual General Meeting of the Company. A resolution for their reappointment is being proposed at the Annual General Meeting.

A detailed profile along with additional information required under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings is provided separately by way of an Annexure to the Notice of the AGM.

F. Other Directors seeking appointment/re-appointment at the ensuing Annual General Meeting

Ms. Preeti Ajit Gogate (DIN: 11775218) appointed as an Additional Director by the Board of Directors w.e.f. 18th May, 2026 is proposed to be regularized as Non-Executive, Independent Director, who shall not be liable to retire by rotation.

Details of her appointment are set out in the notice of AGM.

G. Declaration from Independent Directors on Annual Basis

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under section 149(6) of the Act and under SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. Board is satisfied with the integrity, expertise, and experience (including proficiency in terms of section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

The names of all the Independent Directors of the Company have been included in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of section 150 of the Act read with rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014 as per the Ministry of Corporate Affairs Notification dated October 22, 2019.

27. COMMITTEES OF THE BOARD

The Board of Directors has constituted various Committees in accordance with the provisions of the Companies Act, 2013 ( the Act ) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ).

The Committees of the Board play an important role in assisting the Board in areas requiring focused attention, deliberations and governance oversight. The composition, terms of reference and functioning of the Committees are aligned with the applicable statutory requirements.

A. AUDIT COMMITTEE

The Audit Committee plays a critical role in corporate governance by overseeing the company s financial reporting process to ensure the accuracy, transparency, and credibility of all financial statements. Responsibilities include managing the appointment and remuneration of independent auditors, reviewing related party transactions, and assessing the effectiveness of internal controls and risk management frameworks. Furthermore, the Committee scrutinizes inter-corporate transactions, evaluates internal audit performance, and ensures strict compliance with legal and statutory disclosure requirements.

The Company Secretary serves concurrently as the secretary to the Audit Committee.

As on Date, the Audit Committee comprises of following members:

Name of Committee Member	Position	Nature of Directorship
Mr. Kedar Mangesh Latke	Chairperson	Non-Executive Independent Director
Ms. Preeti Ajit Gogate	Member	Non-Executive Independent Director
Mr. Mikdad	Member	Whole Time
Saleem Merchant		Director & CFO

During the Financial Year 2025-26, all recommendations made by the Audit Committee to the Board of Director were accepted by the Board and there were no instances where the recommendations were not accepted.

B. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee primarily focuses on the efficient and timely resolution of queries, complaints, and requests from equity shareholders. Guided by a stakeholder-centric approach, the Committee actively reviews grievance redressal mechanisms, monitors investor relations trends to protect minority interests and sustain long-term investor confidence.

Following is the Composition of the Committee as on Date of Report:

Name of Committee Member	Position	Nature of Directorship
Mrs. Munira	Chairperson	Non-Executive
Saleem Merchant		Director
Mr. Kedar Mangesh Latke	Member	Non-Executive Independent Director
Mr. Mikdad	Member	Whole Time
Saleem Merchant		Director & CFO

C. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is responsible for formulating criteria to determine qualifications, positive attributes, and independence for the appointment of Directors and Key Managerial Personnel. It designs and reviews equitable compensation frameworks that align executive remuneration with the Company s longterm strategic and financial goals.

The Policy of the Company on Directors appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178. The Policy is available on the website of the Company: SERFL Nomination and Remuneration Polic y As on Date, the Nomination and Remuneration Committee comprises of following members:

Name of Committee Member	Position	Nature of Directorship
Mr. Kedar Mangesh Latke		Non-Executive
	Chairperson	Independent Director
Ms. Preeti Ajit Gogate	Member	Non-Executive Independent Director
Mrs. Munira Saleem Merchant	Member	Non-Executive Director

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee is responsible for formulating, recommending, and monitoring the Company s CSR Policy to ensure alignment with statutory mandates under Section 135 of the Companies Act, 2013. By integrating ethical practices with social responsibility, the Committee ensures that the Company s growth positively impacts communities through focused interventions in education, healthcare, and environmental sustainability. The Committee evaluates and approves impactful social initiatives, recommends the annual budgetary allocation for sustainable development projects, and reviews execution timelines.

Following is the Composition of the Corporate Social Responsibility Committee as on Date of Report:

Name of Committee Member	Position	Nature of Directorship
Mr. Mikdad Saleem Merchant	Chairperson	Whole Time Director & CFO
Mr. Huzefa Saleem Merchant	Member	Whole Time Director & CEO
Mr. Saleem Shabbir Merchant	Member	Managing Director
Mr. Kedar Mangesh Latke	Member	Non-Executive Independent Director

Note: During the year under review, Mrs. Seema Shashank Mhatre ceased to be an Independent Director of the Company with effect from 27th February, 2026 and consequently ceased to be a member of the Committees of the Board. Subsequent to the year-end, Ms. Preeti Ajit Gogate was appointed as an Independent Director of the Company with effect from 18th May, 2026 and was inducted as a member of the relevant Committees.

Accordingly, the Board approved reconstitution of all board committees in its Meeting held on 18th May, 2026.

28 . BOARD MEETINGS, COMMITTEE MEETINGS, INDEPENDENT DIRECTORS MEETING AND GENERAL MEETING

A. BOARD MEETINGS

The Board of Directors meets at regular intervals to discuss and decide on Company / business policy and strategy. During the financial year 2025-26, the Board met 5 (five) times on following dates wherein the required quorum was present and the notice of the Board meetings was given to all the Directors. The intervening gap between two meetings was within the period prescribed by the Companies Act, 2013.

Details of Board Meetings and Attendance of each Director at the Board Meetings are as follows:

Name of Director	Category	23.05.2025	25.06.2025	18.09.2025	10.11.2025	10.03.2026	Total Attendance
Mr. Saleem Shabbir Merchant	Chairman & Managing Director	\u2713	\u2713	\u2713	\u2713	\u2713	05/05
Mr. Mikdad Saleem Merchant	Whole-time Director & CFO	\u2713	\u2713	\u2713	\u2713	\u2713	05/05
Mr. Huzefa Saleem Merchant	Whole-time Director & CEO	\u2713	\u2713	\u2713	\u2713	\u2713	05/05
Mrs. Munira Saleem Merchant	Non Executive Director	\u2713	\u2713	\u2713	\u2713	\u2713	05/05
Mr. Kedar Mangesh Latke	Independent Director	\u2713	\u2713	\u2713	\u2713	\u2713	05/05
Mrs. Seema Shashank Mhatre	Independent Director	\u2713	\u2713	\u2713	\u2713	-	04/05

Note: Mrs. Seema Shashank Mhatre ceased to be an Independent Director of the Company with effect from 27th February, 2026 due to resignation.

B. COMMITTEE MEETINGS

Name of Committee	Date of Meeting	Mr. Saleem Shabbir Merchant	Mr. Mikdad Saleem Merchant	Mr. Huzefa Saleem Merchant	Mrs. Munira Saleem Merchant	Mr. Kedar Mangesh Latke	Ms. Seema Shashank Mhatre	Total Attendance
Audit Committee	23.05.2025	-	\u2713	-	-	\u2713	\u2713	3/3
Audit Committee	25.06.2025	-	\u2713	-	-	\u2713	\u2713	3/3
Audit Committee	18.09.2025	-	\u2713	-	-	\u2713	\u2713	3/3
Audit Committee	10.11.2025	-	\u2713	-	-	\u2713	\u2713	3/3
Audit Committee	10.03.2026	-	\u2713	-	-	\u2713	-	3/3
Nomination & Remuneration Committee	18.09.2025	-	-	-	\u2713	\u2713	\u2713	3/3
Stakeholders Relationship Committee	10.11.2025	-	-	-	\u2713	\u2713	\u2713	3/3
Corporate Social Responsibility Committee	10.11.2025	\u2713	\u2713	\u2713	-	-	\u2713	3/3

Note: Mrs. Seema Shashank Mhatre ceased to be a Director of the Company with effect from 27th February, 2026 and accordingly ceased to be a member of the Committees of the Board.

ANNUAL REPORT 2025-26

92

C. MEETING OF INDEPENDENT DIRECTORS

Schedule IV of the Companies Act, 2013 and the Rules thereunder mandate that the independent directors of the Company shall hold at least one meeting in a financial year, without the attendance of non-independent directors and members of the Management. During the year under review, the Independent Directors met on October 1,2025 inter alia, to:

i. Review the performance of the Non- Independent Directors and the Board of Directors as a whole.

ii. Review the performance of the Chairman of the Company, taking into the account of the views of the Executive and Non- Executive Directors.

iii. Assess the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

D. GENERAL MEETINGS

1st Annual General Meeting of the Company was held on June 4, 2025.

29. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Nomination and Remuneration Committee has laid down the evaluation of the performance of Individual Directors and the Board as a whole. The Board assessed its collective performance on criteria including governance efficacy, strategy execution, and operational oversight. Subcommittees were evaluated based on their performance against assigned Terms of Reference and statutory timelines. Individual directors, including the Chairman, were assessed on attendance, active participation, and constructive contributions to board deliberations. Additionally, the Independent Directors held a separate meeting to evaluate the performance of Non-Independent Directors and the Board as a whole. The Board expressed complete satisfaction with the evaluation results.

30. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with Regulation 25(7) of the SEBI (LODR) Regulations, 2015, the Company conducts structured familiarisation programmes for Independent Directors. These initiatives focus on onboarding new directors, detailing their roles, rights, and responsibilities, and updating them on the Companys business model, manufacturing operations at our facilities, and industry dynamics. Periodic briefings are provided on statutory updates, governance frameworks, and strategic expansion plans to ensure informed board participation.

The details of the familiarisation programmes are uploaded on the Company s website here:

SERFL Familiarisation Programme for Independent Directors

31. AUDITORS

A. Statutory Auditor and Auditor s Report

M/s. A.D.V. & Associates, Chartered Accountants Firm, (ICAI Firm Registration Number: 128045W) were appointed as Statutory Auditors of the Company for a period of 1 (One) Financial Year at the Annual General Meeting held in FY

2024- 25.

The Statutory Auditor s Report forms an integral part of the Annual Report. There are no audit qualifications, reservations, or adverse remarks in the Auditor s Report for the financial year under review.

Report submitted by the Statutory Auditors for the FY 202526 is self-explanatory in nature, thus no explanations or comments required by the Board under section 134(3)(f) of the Companies Act, 2013.

Further, Board has approved re-appointment of M/s. A.D.V. & Associates for a period of 1 (One) Financial Year in the ensuing Annual General Meeting.

B. Secretarial Audit and Report

The Board has appointed Anshu Chouhan, Practicing Company Secretary, Peer-Reviewed Proprietor of M/s. Anshu Chouhan & Associates, having Certificate of Practice Number 16531, to conduct a Secretarial Audit for the FY

2025- 26.

The Secretarial Auditors have completed the Secretarial Audit for the financial year ended 31st March 2026 and submitted their Secretarial Audit Report in Form MR-3, which forms part of this Annual Report as Annexure - IV. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report. The Report is self-explanatory and does not require any further comments from the Board.

Further, based on the satisfactory performance and in compliance with applicable regulatory requirements, the Board of Directors has recommended the appointment of M/s. Anshu Chouhan & Associates as Secretarial Auditors of the Company for a term of one (1) financial year, commencing from 01st April 2026 up to 31st March 2027, subject to the approval of the Members at the ensuing Annual General Meeting.

C. Internal Auditor

The Board of directors had appointed M/s Bilimoria Mehta & Co. Chartered Accountants, Firm Registration Number 101490W as Internal Auditor of the Company for the financial year 2025-26 pursuant to section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

D. Cost Auditor

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors confirms that the requirements relating to maintenance of cost accounting records and cost audit are not applicable to the Company for the financial year 2025-26.

E. Reporting of Frauds by the Auditors

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report under Section 143(12) of the Companies Act, 2013.

32. INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS

The Company has established an adequate internal financial control framework commensurate with the size, scale and complexity of its operations.

The framework is designed to ensure accuracy and reliability of financial reporting, safeguarding of assets, prevention and detection of frauds and errors, and compliance with applicable laws and regulations.

The Company s internal controls are periodically reviewed and strengthened to align with operational requirements and business processes. The Audit Committee reviews the adequacy and effectiveness of internal financial controls. These controls have been designed to provide a reasonable assurance regarding maintaining proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, and protecting assets from unauthorized use or losses, compliances with regulations.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, the Board of Directors of the Company has formed a CSR Policy and the same has been uploaded on the Companys Website: www.safeenterprises.com

The Annual Report on CSR activities as required to be given under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is provided in Annexure-II which is annexed hereto and forms part of the Boards Report.

34. PARTICULARS OF EMPLOYEES AND REMUNERATION

In terms of section 197 of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the disclosures with respect to the Remuneration of Directors, Key Managerial Personnel and Employees of the Company, forming the part of this Annual Report are attached as Annexure - III to this Board s Report. Further, statement containing details of employees as required in terms of section 197 of the Act read with rule 5(2) and rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also included therein.

35. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

A. Conservation of Energy

The operations of the Company involve manufacturing of retail fixtures and related products where our manufacturing units are fully equipped to carry out processes such as prototyping, metal fabrication, wood working, powder coating, painting, assembling, testing, dismantling & packing etc. The Company continuously endeavours to optimise energy consumption across all its manufacturing facilities by improving operational efficiencies, ensuring preventive maintenance of equipment and adopting measures aimed at reducing energy wastage.

The Company focuses on efficient utilisation of powerintensive machinery, optimisation of production processes and effective monitoring of energy consumption. The Company also evaluates opportunities for adoption of energy-efficient equipment and practices as part of its ongoing operational improvement initiatives.

The particulars relating to total energy consumption and energy consumption per unit of production are not separately identifiable due to the diverse nature of products manufactured and varying production processes.

B. Technology Absorption

The Company s manufacturing process involves the use of modern machinery and equipment for fabrication, cutting, bending, welding, finishing and assembly operations for retail fixture solutions.

The Company continuously focuses on improving manufacturing efficiency, product quality and process optimisation through better utilisation of technology, process improvements and automation initiatives.

During the year under review, the Company has not entered into any specific technology transfer arrangement. The Company continues to develop and adopt process improvements based on operational requirements and industry practices.

C. Foreign Exchange Earnings and Outgo

The details of foreign exchange earnings and outgo during the Financial Year ended 31 st March, 2026 are as follows:

Particulars	As on 31st March 2026 (Amount in Lakhs)
Foreign Exchange Earnings	164.07
Foreign Exchange Outgo	-

Details are also disclosed in the notes forming part of the Financial Statements.

36. RISK MANAGEMENT FRAMEWORK

The Company has established a structured Risk Management framework for identification, assessment, monitoring and mitigation of various business and operational risks. The framework enables systematic evaluation of risks based on their likelihood, potential impact and mitigation measures.

The Board of Directors periodically reviews the risk profile of the Company and oversees the implementation of appropriate measures to manage and mitigate identified risks. The Company continues to strengthen its risk management practices in line with its business objectives and changing operating environment.

The policy of the Company on risk assessment and management is in place and is published on the website of the Company at www.safeenterprises.com

37. VIGIL MECHANISM / WHISTLE-BLOWER POLICY

The Company has established a Whistle-Blower Policy in accordance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is available on the Company s website at www.safeenterprises.com

The Policy provides a framework for Directors, employees and other stakeholders to report genuine concerns, unethical behaviour, actual or suspected fraud or violation of the Company s policies and applicable laws. The mechanism provides adequate safeguards against victimization of persons who use the vigil mechanism and enables direct access to the Chairperson of the Audit Committee in appropriate cases.

The Vigil Mechanism is periodically reviewed by the Executive Management and Audit Committee to ensure its effectiveness and compliance with applicable regulatory requirements. During the Financial Year ended 31st March, 2026, no complaint was received under the Vigil Mechanism requiring further action.

38.COMPLIANCE WITH THE CODE OF CONDUCT AND ETHICS

In compliance with the Listing Regulations and Act, the Company has framed and adopted a code of conduct and ethics ( The Code ). The Code applies to the members of the Board, the executive officers and all the employees of the Company. All the members of the Board and Senior Management Personnel have affirmed compliance to the code for the Financial Year ended on 31st March 2026.

39. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ( SEBI PIT Regulations ). The same is available on the Company s website: www.safeenterprises.com The Code lays down procedures and practices to regulate, monitor and report trading in securities of the Company by Designated Persons and other connected persons, while ensuring prevention of insider trading and misuse of Unpublished Price Sensitive Information (UPSI). Further, as per the provisions of regulation 3 of SEBI PIT Regulations 2015 the Structured Digital Database ( SDD ) is maintained by the Company for the purpose of maintaining record of UPSI.

During the Financial Year ended 31st March, 2026, the Company has complied with the applicable provisions of the SEBI PIT Regulations.

40.DISCLOSURE IN TERMS OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe, respectful and inclusive workplace for all employees and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ( POSH Act ).

The Company has constituted an Internal Committee as required under the provisions of the POSH Act to address and redress complaints relating to sexual harassment at the workplace. The Internal Committee ensures implementation of the Policy, conducts awareness initiatives and provides a mechanism for fair and timely resolution of complaints.

Company has also proactively registered on the SHe-Box Portal launched by Ministry of Women & Child Development which provides a single window access to every woman employee to file complaint of sexual harassment at her work place and also track its status.

The Company has not received any complaint of sexual harassment, and accordingly no complaint(s) is/are disposed and/or pending with the Company during the year under review.

41. COMPLIANCE WITH SECRETARIAL STANDARDS

Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2 with respect to Meetings and General Meetings respectively specified by the Institute of Company Secretaries of India.

42. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961.

The Company is committed to providing a supportive and inclusive work environment and ensures compliance with the applicable provisions of the Maternity Benefit Act, 1961 and rules made thereunder.

The Company provides maternity benefits and related entitlements to eligible women employees in accordance with the provisions of applicable laws. The Company continues to promote a workplace culture that supports employee well-being, equality and work-life balance.

During the Financial Year ended 31st March, 2026, the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961.

43. POLICIES OF THE COMPANY

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ) have mandated the formulation of certain policies for all listed companies. All the Policies are available on the Company s website www.safeenterprises.com

44. GENERAL DISCLOSURES

i. During the year, company has not received any complaints from shareholders or investors.

ii. There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year as at the end of the financial year.

iii. No disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Issue of Equity Shares with differential rights as to dividend, voting rights or otherwise.

b) Buy-back of equity shares from existing Equity Shareholders.

c) Issue of Bonus Shares.

d) Preferential Allotment of shares.

45. DIRECTORS RESPONSIBILITY STATEMENT

As required under section 134(5) of the Act, for the financial year ended on 31st March 2026, the Directors hereby confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March 2026, the applicable accounting standards have been followed and there are no material departures from the same;

b) The accounting policies selected were applied consistently and the judgments and es mates made are reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as at 31 st March, 2026;

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

d) Annual accounts for the year ended 31 st March, 2026 are prepared on a going concern basis; Internal financial controls laid down by the Company are followed and that such internal financial controls are adequate and were operating effectively; and

e) Company has proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

46. ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the continued support, cooperation, and confidence extended by all stakeholders of the Company. The Board expresses its gratitude to the Company s customers, suppliers, business associates, and shareholders for their trust and continued association.

The Directors also acknowledge and appreciate the valuable guidance and support received from various Government authorities, regulatory bodies, financial institutions, and banks.

The Board further places on record its deep appreciation for the dedication, commitment, and valuable contributions made by the employees at all levels, whose efforts have played a significant role in the Company s growth and success. The Directors look forward to the continued support, trust, and cooperation of all stakeholders in the years ahead.

For and Behalf of the Directors of

Safe Enterprises Retail Fixtures Limited

Sd/-	Sd/-
Saleem Shabbir Merchant	Mikdad Saleem Merchant
Chairman & Managing Director	Whole Time Director & CFO
DIN:00238277	DIN:06592845