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 tie 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, 2024 (year under review),

1. Financial Results: 1

(Rs. in Lakhs except earnings per share)

Standalone Financial Statements
Particulars	For FY ended March 31, 2024	For FY ended March 31, 2023
Total Income	4,940.61	3,909.62
Total Expenses	4,401.92	3,559.02
Profit before Tax	538.69	350.60
Tax Expenses
Current Tax	65.44	44.47
Deferred Tax	(3.38)	(5.36)
Profit after Tax	476.63	311.49
Weighted Average Number of Shares for Basic/ Diluted EPS	7040000	1760000
Earnings Per Share
Basic	6.89	4.47
Diluted	6.89	4.47

.

(Rs. in Lakhs except earnings per share)

Consolidated Financial Statement
Particulars	For FV ended March 31, 2024	For FY ended March 31, 2023
Total Income I i :	4,940.61	3,909,62
Total Expenses	4,401.92	3,559.02
Profit before Tax
Tax Expenses
Current Tax	65.44	44,47
Deferred Tax	(3.38)	(5.36)
Profit cfter Tax	476.63	311.49
Weighted Average Number Of Shares for Basic/ Diluted EPS	7040000	3760000
Earnings Per Share
Basic	6.89	4.47
Diluted	6.89	4.47

2. Dividend;

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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/ uncla med 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 10 of the financial statements.

4. Conversion of Company to Public Limited Company:

The Company had approved tjie conversion of its status from Private Limitec Company to Public Limited Company at the Extra Ordinary General Meeting of the Members held on May 18, 2023. The order of the Registrar of Companies, Maharashtra, Mumbai was received on August 2, 2023 confirming the conversion of the Private limited Company to Public Limited Company.

5. Review of Operations of the Company in Lakhs):

The Company saw a marginal increase in demand for its services during the year under the review which was Rs. 4,916.51 as compared to previous financial year ended March 31, 2023 (P evious financial year) which was Rs 3,889.74. Further for its operations, the Company incurred a net expenditure of Rs 4,401.92; as compared to Rs 3,559.02 for the previous financial year.

The net profits for the year under review stood at Rs 476.63 which had marginally increased from tie previous financial year which stood at Rs 311.49.

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

6. Change in the nature of business:

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

The Company had however made an addition to its existing business by adding new objects/businesses pertaining to expanding the existing Security and facility management business in various other sectors su :h as hospitality and travel etc.

The aforesaid addition was done vide the approval of the Member^/Shareholders at their Extra Ordinary General Meeting of the Company held on April 15, 2023 which was subsequently approved by the Reg strar of Companies, Maharashtra, Mumbai vide its certificate of registration of special resolution dated May 17, 2023.

Your directors foresee that this alteration in the object clause will benefit the Company in expanding business operations and generating enhanced revenues in the future.

7. 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 had issued 52,80,000 (Fifty Two lakhs Eighty Thousand) bonus equity shares against existing 17,60,000 (Seventeen Lakhs Sixty Thousand) equity shares existing as fully paid iri tie Company, as Bonus Issue to the existing Shareholders of the Company in the ratio of Three (3) equ ty

Shares for every one (1) equity shares held (i.e. in the ratio of 3:1 Shares).

(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 review.

Issued subscribed and Paid up Capital of the Company:

As on March 31, 2024, the issued, subscribed and paid-up Share capital of your Company is ^ 7,04,OC000 (Indian Rupees Seven Crores Four Lakh) comprising of 70,40,000 (Seventy Lakh Forty Thousand) equi:y Shares of ^ 10/- (Indian Rupees Ten) each.

Authorized Share Capital of theCompany:

During the year under review, the Members/shareholders vide their Ordinary resolution passed at the Ext a Ordinary General Meeting held on December 7, 2023 increased the authorized share capital of the Company to Rs 11,00,00,000 (Indian Rupees Eleven Crores) divided into 11000000 (One Crore Ten Lakh) equity shares of Rs 10 (Indian Rupees Ten) each.

As on March 31, 2024, the Authorised Share Capital of your Company stood at Rs 11,00,00,000 (Indian Rupees Eleven Crores) divided into 11000000 (One Crore Ten Lakh) equity shares of Rs 10 (Indian Rupees Ten) each.

8. Deposits:

The Company has neither invited nor accepted any deposits during the year under review. Accordingly, ro amount of principal or interest related thereto was outstanding as on March 31, 2024.

9. Details of Subsidiaries. Joint Ventures or Associate Companies:

The Company has the following Subsidiary Company as on March 31, 2024:-

(a) Safesense Tech Services Private Limited,:

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

Further, the Company does not have any Associates and Joint ventures Compan es during the year under tf e review.

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

10. Board of Directors

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

The following changes took place in the composition of the Board of Directors during the year under review:

(i) Mr. Nikit Shailendra Piandey (DIN: 09559834) was appointed as an Additional Director by Board of Directors of the Company with effect from May 10, 2023. Mr. Nikit Shailendra Pandey was regularized from Additional Director to Director at the Annual General Meeting of the Companjy held on September 30, 2023;

i

(ii) Mr. Shailendra^Mahesh Pandey (DIN: 06403434) was appointed as the Managing Director of the Company for a period of 5 years with effect from February 1,2024;

(iii) Mr. Nikit Shailendra Pandey (DIN: 09559834) was appointed as an Whole Time Director of the Company for a period of 5 years withi effect from February 1, 2024;

(iv) Mr. Ramesh Kumar Jain (DIN: 10469472) was appointed as a Non-Executive Independent

Director on the Board of the Company for a period of 5 years with effect from February 2, 2024;

(v) Mr. Devendra Kumar Pandey (DIN: 10469402) was appointed as a Non-Executive Independent Director on the Board of the Company for a period of 5 years with effect fro an February 2, 2024;

(vi) Mr. Subhag Rai Mehta (DIN; 03059832), was appointed as a Non-Executive Independent Director on the Board of the Company for a term of 5 years with effect from February 2, 2024.

(b) Number of Meetings of the Board:

The Board of Directors duly met 10 (Ten) 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.

(c) Director liable to retire by rotation:

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

The Board recommends her re-appointment.

(d) 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 cf 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 ar transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them to iattend 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 coriflrri that:

(i) in the preparation of the annual accounts for the year ended March 31, 2024, 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 a;; 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 arid 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 pf 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 opera ting effectively.

11. Key Managerial Personnel:

The following changes took place in the Key Managerial Personnel during the year under review:

(a) Mr. Revati Raman Sharfna was appointed as the Chief Financial Officer (CFO) of the Company with effect from December 28, 2023;

(b) Mir. Gpvind Chhabra, was appointed as the Company Secretary of the Company with effect from December 28, 2023.

12. 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.

13. Auditors:

(a) 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) /ears upto the conclusion of

Annual General Meeting to be held for financial year 2025.

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, 2024, 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:

Nlo fraud has been reported by the Auditors to the Board of Directors of the Company during the year under review.

14. Contracts or arrangements with related parties:

During the year under review, the related party transactions that were entered into by the Company wee on an arms length basis and in ordinary course of business. Pursuant to Sect on 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions that are required to be reported under Section 188(1) & 188 (2) of the Act, as prescribed in Form AOC-2.

All Related Party Transactions are reported in Note 27 of Notes to Accounts of the Financial Statements.

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

There were no major events having bearing on the Companys affairs afterthe end of the Financial Year.

16. Material changes and commitments, if any, affecting the financial position of t ie Company:

There have been no material changes, and commitments affecting the financial position of the Comaany 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.

17. 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.

18. Annual Return:

Pursuant to the Companies j (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 ;ept at the registered of fee of the Company for inspection. ;

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

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 Sectian 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company during the year under review. j

21. Particulars of Loans, Guarantees or Investments:

The Company has not provided any Hoans, guarantees or security or made any investments in any aody corporate under the provisions of Section 186 of the Companies Act, 2013 durin g the year under review.

The details of investments made by the Company are provided under Note 4A of the financial statements. 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 relation to such controls.

22. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace anc1 has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of tha 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 viorkplace.

The Company has compliecl with the provisions relating to the constitution of Internal Compla nts Committee under the Sexual jHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ;

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

No. of cases as on April 1, 2023	No. of cases received during the year	No. of cases Disposed during the year	No. of cases pending * as on March, 31, 2024
Nil	NIL	NIL	NIL

23. Statement on remuneration of employees of the Company:

The statement containing the details of top 10 employees in terms of remunerjation: drawn as per Rule 5 L) 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 tci the Company.

The Company does not have any employee employed throughout the Financial Year who was in receipt af remuneration of one crore and two lakh rupees or remuneration of eight lakh and fifty thousand rupees p er 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.

24. 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 wjere taken to conserve the energy:

1. The Company is constantly striving towards maintaining arid 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 ins-ailing 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 lis constantly undertaking effective measures to conserve energy and promote the use of renewable energy and drive energy efficiency lin operations. During the financ ial year under review, there are no capital investments on energy conservation equipments was made. i

(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 a id

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, 2024	For the year ended March 5(1, 2023
Foreign Exchange Earnings	Nil	Nil
Foreign Exchange Outgo	Nil	Nil

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

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

26. 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.

27. First time adoption of Ind AS:

The financial statements of the Company for the year ended March 31, 2024 a e the first annual financial statements prepared in accordance with Indian Accounting Standards (Ind AS) as issued by the Ministry of Corporate Affairs (MCA).

The Company has adopted Ind AS fo;r the first time, transitioning from the previous Indian Generally Accepted Accounting Principles ((GAAP),

The transition date to Ind AS is April 1, 202$. The comparative information for the year ended March 31, 2024

I has been restated in accordance with Ind AS, and the financial statements for that year have been prc pared to provide comparability with the financial statements for the year ended March 31,2024.

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.