Safecure Services Ltd Directors Report

To The Members Safecure Services Limited

(Formerly known as Safecure Services Private Limited)

Office No - 5, Fifth Floor, Bldg. No 6,

Old S No 9,12,14 (PT) News No. 62, 66, 69,

Opp. Pleasant Park, Mira Bhaynder Road,

Behind Jhankar-6, Mira Road (E),

Thane-401107

The Board of Directors (hereinafter referred to as the Board) are pleased to present the Annual Report on the business and operations of Safecure Services Limited (formerly known as Safecure Services Private Limited) (Safecure/the Company) along with the Audited Standalone and Consolidated Financial Statements and Auditors reports thereon for the financial year (FY) ended March 31, 2025 (year under review).

1. Financial Results:

(^ in Lakhs except earnings per share)

Standalone Financial Statements	For FY ended March 31, 2025	For FY ended March 31, 2024
Total Income	6,104.96	5,256.67
Total Expenses	5,512.74	4,717.23
Profit before Tax	592.22	539.43
Tax Expenses
Current Tax	88.53	65.44
Deferred Tax	(11.89)	(5.75)
Short/Excess Payment of tax in Previous periods	(0.66)	-
Profit after Tax	516.23	479.75
Other Comprehensive Income (Net of Tax)	(6.41)	5.01
Total Comprehensive Income	509.82	484.76
Weighted Average Number of Shares for Basic/ Diluted EPS	7040000	7040000
Earnings Per Share
Basic	7.24	6.89
Diluted	7.24	6.89

in Lakhs except earnines per share)

	For FY ended March 31, 2025	For FY fended March 31, 2024
Total Income	7,326.86	6,306.27
Total Expenses	6,601.19	5,648.90
Profit before Tax	725.07	657.38
Tax Expenses
Current Tax	119.09	82.52
Deferred Tax	(8.64)	6.10
Short/Excess Payment of tax in Previous periods	(0.66)	-
Profit after Tax	615.89	568.76
Other Comprehensive Income (Net of Tax)	(11.78)	8.91
Total Comprehensive Income.	604.12	577.67
Weighted Average Number of Shares for Basic/ Diluted EPS	7040000	7040000
Earnings Per Share
Basic	8.58	8.21
Diluted	8.58	8.21

2. Dividend:

The Directors do not propose any dividend for the year under review.

Further, during the year under review, the Company was not required to transfer any unpaid/ unclaimed amount of dividend to Investor Education and Protection Fund.

3. Transfer to reserves, if any:

The details of transfer to reserves are provided in Note 12 of the financial statements.

4. Review of Operations of the Company Ft in Lakhs):

During the year under review, the Company recorded a marginal rise in demand for its services, achieving revenue of K 6,086.77 compared to ^ 5,232.57 in the previous financial

year ended March 31, 2024 ("previous financial year"). The net expenditure incurred for operations amounted to ^ 5,512.74, as against ^ 4,717.23 in the previous financial year.

The net profit for the year under review was ^ 516.23, showing a modest increase over ^ 479.75 in the previous financial year.

Your Directors are continuously looking for avenues for future growth of the Company and are of the opinion that the Company is positioned to retain a higher market positioning during the subsequent financial years.

Update on proposed Initial Public Offering of the Company:

During the period under review, the Company filed a Draft Red Herring Prospectus (DRHP) with BSE Limited (BSE) on December 12, 2024 for listing on SME platform of BSE. The BSE has granted its in -principle approval vide letter dated June 13, 2025.

5. Change in the nature of business:

There was no change in the nature of business during the year under review.

6. Share Capital:

(a) Buy Back of Securities:

The Company has not bought back any of its securities during the year under review.

(b) Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

(c) Bonus Shares:

The Company has not issued any Bonus Shares during the year under review.

(d) Employee Stock Option:

The Company has not provided any Stock Options to the employees during the year under review.

(e) Rights Issue:

The Company has not issued any shares on rights basis during the year under

Issued subscribed and Paid up capital of the Company:

As on March 31, 2025, the issued, subscribed and paid-up Share capital of your Company is ^ 7,04,00,000 (Indian Rupees Seven Crores Four Lakh) comprising of 70,40,000 (Seventy Lakh Forty Thousand) equity Shares of ^ 10/- (Indian Rupees Ten) each.

Authorized Share Capital of the Company:

As on March 31, 2025, the Authorised Share Capital of your Company stood at R 11,00,00,000 (Indian Rupees Eleven Crores) divided into 11000000 (One Crore Ten Lakh) equity shares of ^ 10 (Indian Rupees Ten) each.

7. Deposits:

The Company has neither invited nor accepted any deposits during the year under review. Accordingly, no amount of principal or interest related thereto was outstanding as on March 31, 2025.

8. Details of Subsidiaries, Joint Ventures or Associate Companies:

. The Company has the following Subsidiary Company as on March 31, 2025:-

(a) Safesense Tech Services Private Limited.:

A report of the performance and financial position of the above mentioned Subsidiary Company is provided in AOC-1 which is annexed to the report as Annexure A.

Further, the Company does not have any Associate Companies or Joint Venture during the year under the review.

Lastly, during the year under review, no Company has become or has ceased to be a Subsidiary, Joint Venture or Associate Company of the Company.

9. Board of Directors

Your Companys Board consists of optimum combination of Executive and Non-Executive Directors with half of the Board comprising of Independent Directors and meets the criteria under the Companies Act, 2013.

The Board of Directors and its committees provide leadership, guidance, and oversight to the Companys management. They supervise and monitor the Companys activities and meet regularly to review business policies, strategies, and other key matters. The Board ensures strong oversight through regular business updates at its meetings.

The Board believes that the Independent Directors have the integrity, expertise, experience, and skills needed for their roles.

None of the Companys Directors are disqualified under section 164(2) of the Act.

(a) Composition of the Board of Directors of the Company:

The composition of the Board of Directors of the Company as on March 31, 2025, is as under:

Name of Director	Designation	DIN
1 Shailendra Mahesh Pandey	Managing Director	06403434
2 Nikit Shailendra Pandey	Whole-time Director	09559834
3 Ranju Shailendra Pandey	Executive Director	06479693
4 Subhag Rai Mehta	Independent Director	03059832
5 Devendra Kumar Pandey	Independent Director	10469402
6 Rarnesh Kumar Jain	Independent Director	10469472

(b) Changes in the composition of the Board during the year under review:

There were no changes that took place in the composition of the Board of Directors during the year under review.

(c) Number of Meetings of the Board:

The Board of Directors duly met 09 (Nine) times during the year under review in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

(d) Director liable to retire by rotation:

Mr. Ranju Shailendra Pandey (DIN: 06479693), Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (hereinafter referred to as AGM) and being eligible, seeks re-appointment.

The Board recommends her Re-appointment.

(e) Declaration by the Independent Directors:

The Company has received the necessary declarations from each of the Independent Directors under section 149(7) of the Companies Act 2013 that they

meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.

During the year, the non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them to attend the meetings of the Company.

(e) Directors Responsibility Statement:

In pursuance of Section 134 (3) (c) and (5) of the Companies Act, 2013, the Directors hereby confirm that:

(!) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards had been followed and there were no material departures from the same;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and 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 this 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 devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(f) Board Committees:

In compliance with the requirement of applicable laws and as part of the best governance practice, the Board has constituted various Committees of its members.

Our Board has constituted following 3 (Three) committees in accordance with the requirements of the Companies Act:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

Details of each of these committees are as follows:

(i) Audit Committee:

The Audit Committee comprises of the following members at present: -

Name of Director/Member	Category	Designation
1 Ramesh kumar Jain	Non-Executive Independent Director	Chairman
2 Subhag Rai Mehta	Non-Executive Independent Director	Member
3 Shailendra Mahesh Pandey	Chairman and Managing Director	Member

Further, the Company Secretary of our Company shall act as the secretary to the Audit Committee.

The Company has a qualified and Independent Audit Committee which acts as a link between the Statutory and Internal Auditors and the Board of Directors. The terms of reference of the Audit Committee cover the matters specified for Audit Committee in the SEBI Listing Regulations and Section 177 of the Companies Act, 2013.

Lastly, during the year under review, there were no instances, where the Board did not accept any recommendations of the Audit Committee.

(ii) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of the following members at present-

Name of Director/Member	Category	Designation
1 Ramesh kumar Jain	Non-Executive Independent Director	Chairman
2 Subhag Rai Mehta	Non-Executive Independent Director	Member
3 Devendra Kumar Pandey	Non-Executive Independent Director	Member

Moreover, the Company Secretary acts as the Secretary of the Committee.

The scope, functions, and the terms of reference of the Nomination and Remuneration Committee is in accordance with Section 178 of the

NO.-MH33E0043224 p^i

Companies Act, 2013 read with Regulation 19 of the SEBI Listing Regulations.

Lastly, during the year under review, there were no instances where the Board did not accept any recommendations of the Nomination and Remuneration Committee.

(iii) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee comprises of the following members at present-

Name of Director/Member	Category	Designation
1 Subhag Rai Mehta	Non-Executive Independent Director	Chairman
2 Shailendra Mahesh Pandey	Chairman and Managing Director	Member
3 Devendra Kumar Pandey	Non-Executive Independent Director	Member

The Stakeholders Relationship Committee is constituted according to Section 178 of the Companies Act, 2013 and SEBI Listing Regulations. The Committee ensures cordial investor relations and oversees the mechanism for redressal of investor grievances. The Committee specifically looks into redressing shareholders and investor complaints/ grievances pertaining to share transfers, non-receipts of annual reports, non- receipt of dividend and other allied complaints.

10. Key Managerial Personnel:

No changes took place in the Key Managerial Personnel during the year under review.

However, following changes took place in the Key Managerial Personnel between March

31, 2025 and date of this report:

(a) Mr. Govind Chhabra, tendered his resignation from the post of Company Secretary of the Company with effect from April 30, 2025.

(b) Ms. Harshita Singhal has been appointed as Company Secretary of the Company with effect from May 12, 2025.

11. Disclosure on compliance with Secretarial Standards:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and such systems are adequate and operating effectively.

12. Auditors:

(a) Term of Statutory Auditors:

The Auditors of the Company, M/s HRJ & Associates, Chartered Accountants, Mumbai, having Firm Registration Number 138235W were appointed for a term of five (5) years up to the conclusion of Annual General Meeting to be held for financial year 2025.

Therefore, the term of M/s HRJ & Associates, Chartered Accountants, Mumbai having Firm Registration Number 138235W is expiring in this Annual General Meeting.

Your Board now recommends their re-appointment for a further term of five (5) years up to the conclusion of Annual General Meeting to be held in Year 2030.

The Board wishes to further inform you that the Company has also received the consent and eligibility certificate from M/s HRJ & Associates, to the effect that if appointed, it would be within the prescribed criteria specified in Section 141 of the Companies Act, 2013.

(b) Auditors Report:

The report issued by the Statutory Auditors, M/s HRJ & Associates on the Financial Statements of the Company for the financial year ended March 31, 2025, forms part of this Annual report.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in its report.

(c) Details in respect of Frauds Reported by the Auditors under sub section (12) of Section 143 other than those reportable to the Central Government:

No fraud has been reported by the Auditors to the Board of Directors of the Company during the year under review.

13. Contracts or arrangements with related parties:

During the year under review, the related party transactions that were entered into by the rnmnanu were cm an arms Ipnoth basis and in ordinary course ofebiasmess.

Pursuant to 134{3){h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014 and Section 188(2) of the Companies Act, 2013, as all transactions entered with related parties are in the ordinary course and on arms length basis, no transactions entered into by the Company with its related parties are hence required to be reported under Form AOC 2.

All Related Party Transactions are reported in Note 29 of Notes to Accounts of the Financial Statements.

14. Events having major bearing on the Companys affairs after the end of the financial year:

There were no major bearing on the Companys affairs after the end of the financial year and to the date of this report.

15. Material changes and commitments, if any, affecting the financial position of the Company:

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

16. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future:

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

17. Annual Return:

Pursuant to the Companies (Management and Administration) Amendment Rules, 2021 notified vide notification No. G.S.R 159 (E) dated March 5, 2021, an extract of Annual Return is no longer required to be annexed to the Directors Report. A copy of the Annual return would hence be kept at the registered office of the Company for inspection and would be available on the website of the Company at https://safecure.in/investors- concerns/.

18. Corporate Social Responsibility (hereinafter referred to as CSR)

Pursuant to the provision of Section 135 of Companies Act, 2013, the details of Corporate Social Responsibility expenditure have been specified in Note No. 45 of Financial statements. -

Pursuant to the Section 134(3)(o) of the Act read with Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014, the particulars of the Corporate Social responsibility policy as required to be disclosed in the report is provided in Annexure B annexed with this report. ...

The Board has constituted Corporate Social Responsibility Committee consisting of;

Sr. No. Name of Director/Member	Category	Designation
1 Shailendra Mahesh Pandey	Chairman and Managing Director	Chairman
2 Nikit Shailendra Pandey	Whole Time Director	Member
3 Devendra Kumar Pandey	Non-Executive Independent Director	Member

The scope, functions, and the terms of reference of the Corporate Social Responsibility Committee is in accordance with Section 135 of the Companies Act, 2013 read with the Corporate Social Responsibility Policy) Rules, 201.4.

19. Secretarial Audit

The provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding the Secretarial Audit are not applicable to the Company during the year under review.

20. Cost records and cost audit

The maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company during the year under review.

21. Particulars of Loans. Guarantees or Investments:

The Company has not provided any loans, guarantees or security or made any investments in any body corporate under the provisions of Section 186 of the Companies Act, 2013 during the year under review.

The details of investments made by the Company are provided under Note 5A of the financial statements.

22. Internal Control and their adequacy:

The Board of Directors confirms that it has laid down a set of standards; processes and structure which enables to implement Internal Financial controls across the organisation with reference to Financial Statements and that such control are adequate and are operating effectively.

During the year under review, no material or serious observation(s) have been observed in

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23. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention. Prohibition and RedressaO Act, 2013

The Company has zero tolerance for sexual harassment at workplace 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 Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The composition of Internal Complaints Committee of the company is as under:

Sr. No. Name of the Member	Designation
1. Ms. Kajal Mishra	Presiding Officer
2. Ms. Ranju Pandey	Member
3. Ms. Riya Minda	Member i
4. Ms. Preeti Srivastav	NGO Member

A summary of Sexual Harassment complaints received and disposed-off during the year under review pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder are as follows:

No. of cases as on April 1, 2024	No. of cases received during the Year	No. of cases Disposed during the Year	No. of cases pending as on 31,03.25
NIL	NIL	NIL	NIL

STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961:

We, hereby affirm our full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Act ensures the protection of employment and provides maternity benefits to women employees during the period of maternity, and we are committed to upholding these rights.

in line with the provisions of the Act:

1. Maternity Leave: We provide eligible women employees with maternity leave of up to 26 weeks (as applicable under the law), including paid leave for prenatal and postnatal care.

2. Medical Bonus: We ensure that a medical bonus is paid to eligible women employees as prescribed by the Act.

3. Nursing Breaks: Post-maternity, women employees are granted nursing breaks as per the statutory requirements.

4. Prohibition of Dismissal During Absence: We do not terminate or adversely affect the conditions of employment of women employees during their maternity leave, in accordance with Section 12 of the Act.

5. Awareness and Implementation: We ensure, that all eligible women employees are informed of their rights under the Act, and appropriate policies and procedures are in place to support them.

6. Creche Facility: Where applicable, we provide access to a creche facility as per the provisions of the Act.

We remain committed to fostering a safe, inclusive, and supportive work environment and shall continue to adhere to all statutory obligations under the Maternity Benefit Act, 1961.

24. Statement on remuneration of employees of the Company:

The statement containing the details of top 10 employees in terms of remuneration drawn as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended vide notification dated June 30, 2016 would be made available to the members on request made to the Company.

The Company does not have any employee employed throughout the Financial Year who was in receipt of remuneration of one crore and two lakh rupees or remuneration of eight lakh and fifty thousand rupees per month if employed for part of the year as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended vide notification dated June 30, 2016.

During the year under review, the Company did not have any employee employed outside India.

The Board places on record its appreciation for all the employees of the Group for their sustained efforts, dedication and hard work during the year.

25. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and

Outgo:

The disclosures to be made under Section 134 (3) (m) of the Companies Act, 2013 read with

Rule 8 (3) of the Companies (Accounts) Rules, 2014 are explained as under:

(a) Conservation of Energy:

Your Company operates in a safe and environmentally responsible manner for the long-term benefit of all stakeholders. The Company works towards minimizing the impact of its operations on the environment and is committed to take effective measures to conserve energy, promote the use of renewable energy and drive energy efficiency in its operations.

The following steps were taken to conserve the energy:

1. The Company is constantly striving towards maintaining and installing energy efficient equipments in order to ensure conservation of energy;

2. The Company is optimizing its energy consumption and is in the process of installing alternate sources of energy. The Company is also in the process of identifying cheaper power sources in order to further reduce the energy consumption;

3. The Company is constantly undertaking effective measures to conserve energy and promote the use of renewable energy and drive energy efficiency in operations. During the financial year under review, there are no capital investments on energy conservation equipments was made.

(b) Research and Development and Technology Absorption. Adaptation and Innovation:

During the year under review, the Company has not carried out any activities involving Research and Development. Further the Company has not acquired developed, assimilated or utilized technological knowledge and capability from an external source.

(c) Foreign exchange earnings and Outgo:

(INR in Actuals)

Particulars	For the year ended March 31,2025	For the year ended March 31,2024
Foreign Exchange Earnings	Nil	Nil
Foreign Exchange Outgo	Nil	Nil

26. Details of application made or proceedings pending under the Insolvency and Bankruptcy Code, 2016:

There was no proceeding initiated or pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

27. Details of one-time settlement with any bank or financial institution:

There were no instances of one-time settlement with any Bank or Financial Institution during the year under review.

28. Acknowledgements;

Your Directors place on record their sincere gratitude to the Ministry of Corporate Affairs, Shareholders, Stakeholders and Business Associates for their continued support and faith in the Company. Your Directors also wish to place on record their appreciation for the contribution made by employees at all levels.

For Safecure Services Limited

(Formerly known as Safecure Services Private Limited)

Shailendra Mahesh Pandey	NikiTShailendra Pandey
Managing Director	Whole-Time Director
DIN: 06403434	DIN: 09559834
Place; Mumbai
Date: 01/07/2025