FOR THE FINANCIAL YEAR 2025-26
Your Board of Directors is pleased to share with you the 11th Annual Report ("Report") of SAFETY CONTROLS & DEVICES LIMITED ("the Company") on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2026
FINANCIAL HIGHLIGHTS (Standalone)
A summary of financial results of the Company for the Financial Year 2025-26 and Financial Year 2024-25 are as follows:
| Particulars | Year ended on 31st March 2026 | Year ended on 31st March 2025 |
| (Figures In Lakhs) | (Figures In Lakhs) | |
| Revenue from Operations | 11,701.47 | 10,256.03 |
| Add: Other Income | 104.44 | 94.18 |
| Total Income | 11,805.91 | 10,350.21 |
| Operating Expenditure | 8,124.64 | 7,853.64 its |
| Employee benefit expenses | 285.83 | 251.18 |
| Finance Cost | 921.20 | 601.18 |
| Depreciation and Amortiza- tion Expenses | 37.18 | 31.60 |
| Other Expenses | 649.13 | 447.79 |
| Total Expenses | 10,017.98 | 9185.40 |
| Profit/ Loss before tax our portfolio to meet the needs expense | 1,787.93 | 1,164.81 |
| Less: Tax Expenses: | 443.45 | 392.90 |
| Provision for Current tax | ||
| Deferred Tax | 3.57 | 7.50 |
| Earlier Year Tax Adjustment | -101.47 | - |
| Profit/(Loss) after Taxation (PAT) | 1,442.38 | 764.41 |
| Basic Earnings Per Share (in Rs.) | 10.60 | 5.94 |
STATE OF COMPANYS AFFAIRS AND OVERVIEWOFFINANCIALPERFORMACE
The company is primarily engineering enterprise, focusing on the installation of substations, installation of firefighting equipment, carrying out our operations as an engineering enterprise, having a domain experience in designing, engineering, supplying, installing, erecting, testing and commissioning transmission substations while prioritizing quality, efficiency and sustainability in all the projects. The Company primarily cater to government entities and undertakings, which constitute a significant portion of our overall customer base.
This includes various state and central government power utilities, private power entities, and renewable energy developers. By focusing on these sectors, we engage in projects that align with public interests and contribute to national development. Currently the company is also undertaking some construction projects of hospitals for the Ministry of AYUSH. The Company commenced operations as a provider of design, installation and supply services for fire equipment, firefighting systems and fire alarms. Over the time, the Company expanded its capabilities and diversified portfolio to address the growing needs of other industries. Initially focused on fire protection, the
Company commenced operations as a provider of design, installation, and supply services for fire equipment, firefighting systems, and fire alarms. Over time, we expanded our capabilities and diversified of other industries. While initially focused on fire protection, we transitioned into projects involving the design, engineering, supply, erection, testing, and commissioning of transmission substations, such as 220 KV GIS Substations and 400 KV AIS Substations.
Our Company has executed turnkey projects over the past three decades, including the development and energization of its voltage level (220kV GIS)
Substation was the first of its kind in in the state of Uttar Pradesh for UP Power Transmission Corporation Limited.
In addition to its work in transmission substations, our Company has also expanded into renewable energy through the construction of solar power plants on a turnkey basis. Its diversified capabilities extend into the fire protection business, ensuring the safety and regulatory compliance of industrial, commercial and residential spaces. Furthermore, our Company has entered the healthcare sector, participating in the construction of hospitals under the Ministry of Ayush, thereby reinforcing its position as a versatile and reliable provider of engineering services provider across multiple sectors.
During the year under review, the company has shown profitable results. Further, Your Directors were involved in the search of avenues for future growth and are optimistic about companys business and hopeful of better performance with increased revenue and profit in upcoming years.
Your directors are pleased to share the exceptional operational and financial performance achieved by the Company during FY2026. The major highlights of the FY2026 are as under: Revenue from operations stood at 11,701.47 lakhs in FY2026 compared to 10,256.03 lakhs in FY2025 thereby registering a growth of 14.09%. PAT stood at 1,442.38 lakhs in FY2026 compared to 764.41 lakhs in FY2025, thereby registering a growth of 88.69%.
The approval was received from BSE vide letter dated 18th November 2025 to use the name of BSE in the Prospectus for listing of Equity Shares on SME Platform of BSE
The company successfully filed its Draft Red
Herring Prospectus (DRHP) and Red Herring Prospectus (RHP) with the SME platform of the Bombay Stock Exchange (BSE) Our Company has received in- principle listing approval from the BSE SME dated Novem-ber 18, 2025 for listing of Equity Shares issued pursuant to the issue.
CHANGES IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the company.
INITIAL PUBLIC OFFER (IPO) & LISTING OF SHARES ON BSE SME PLATFORM
During the year under review, the company achieved a significant milestone by successfully filing its Draft Red Herring Prospectus (DRHP) and Red Herring Prospectus (RHP) with the SME platform of the Bombay Stock Exchange (BSE). The Company has received in- principle listing approval from the BSE SME dated November 18, 2025 for listing of Equity Shares issued pursuant to the issue Your directors are pleased to inform you that, as of the date of this Board Report, the company has been officially listed on the SME platform marking an important step in its growth journey and reinforcing its commitment to transparency, sound corporate governance, and sustainable value creation.
The Companys equity shares were successfully listed on the Bombay Stock Exchange (BSE) SME Platform, on April 13, 2026
STATEMENT OF DEVIATIONS / VARIATIONS
During the financial year 2025 26, the Company was under the process of undertaking an Initial Public Offering (IPO). Accordingly, the provisions relating to the statement of deviations or variations in the utilisation of the proceeds raised through the
IPO are not applicable for the financial year 2025
26.
The Companys IPO was opened for subscription from 6 April 2026 to 8 April 2026, which falls in the financial year 2026 27. Therefore, the statement of deviations/variations, if applicable, shall be considered and reported in the Boards Report for the financial year 2026 27.
DIVIDEND AND DIVIDEND DISTRIBUTION POLICY
The Directors of the Company have decided not to declare any dividend for the year ended 31st March, 2026. This decision aligns with the Companys strategic focus on reinvesting profits to support future growth and expansion initiatives.
By conserving resources, the company aims to strengthen its financial sustainable development in the years ahead. Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the requirement to formulate and disclose a Dividend Distribution Policy is applicable only to the top 1,000 listed entities based on market capitalization. As SAFETY CONTROLS & DEVICES LIMITED is not among the top 1,000 listed entities by market capitalization, the provisions of Regulation 43A relating to the formulation of a Dividend Distribution Policy are not applicable to the Company.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years are also to be transferred to the Designated Demat account of the IEPF Authority within a period of thirty days of such shares becoming due to be transferred. During the year, there was no unclaimed and unpaid dividend and corresponding equity shares on which dividend was unclaimed/unpaid for seven consecutive years which was required to be transferred as per the requirement of the IEPF Rules.
Further, pursuant to the provisions of Section 124(6) of the Act read with the relevant Rules made thereunder, as there were no equity shares on which dividend has not been paid or claimed for seven (7) consecutive years or more, no shares are due for transfer to the IEPF as notified by the
Ministry of Corporate Affairs.
TRANSFER TO RESERVES IN TERMS OF THE COMPANIES ACT, 2013 and ensure For the financial year ended 31st March, 2026, the Company has transferred an amount of Rs. 14,42,37,877.34/- to Reserves & Surplus Account.
ANNUAL RETURN
As per the provisions of Section 92(3) of the Act, the Annual Return of the Company for FY 2025-26 is available on the website of the Company at: https://safetygroup.in/financialinfo.php
SHARE CAPITAL
The company has only one class of shares i.e. Equity shares of Rs. 10/- each only and all Equity Shares are ranked pari-passu in all respect. All Equity Shares issued are fully paid-up and the details of the share capital as on 31.03.2026 are as follows: (i) The Authorized Share Capital of the Company is Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 2,00,00,000 equity shares of Rs. 10/- each (ii) Issued, Subscribed, and Paid-up Equity Share Capital is Rs. 13,82,69,990/- (Rupees Thirteen Crore Eighty-Two Lakh Sixty-Nine Thousand Nine Hundred and Ninety Only) divided into 1,38,26,999 equity shares of Rs. 10/- each.
Changes in Share Capital:
During the period 2025-26 under review, The Paid-up Equity Capital has been changed in the manner set forth below:
Allotment of Equity Shares:
The Company issued and allotted 4,18,000 Equity Shares of 10/-each, at an issue price of 72/- per Equity Share (including premium of 62/- per Equity Share), aggregating to 30,096,000/- on a preferential basis through private placement dated 26th August, 2025. The Company issued and allotted 35,000 Equity Shares of 10/- each, at an issue price of 72/- per Equity Share (including premium of 62/- per Equity Share), aggregating to 25,20,000/-, on a preferential basis through private placement dated 30th August, 2025.
The Company issued and allotted 70,000 Equity Shares of 10/- each, at an issue price of 72/- per Equity Share (including premium of 62/- per Equity Share), aggregating to 50,40,000/-, on a preferential basis through private placement dated 11th September, 2025.
REGISTRAR AND SHARE TRANSFER AGENTS
The Company has engaged Maashitla Securities Private Limited as its Registrar and Share Transfer Agent (RTA) (SEBI Registration No.
INR000004370), having their Registered Office at
451, Krishna Apra Business Square, Netaji Subhash Place, Pitampura, New Delhi 110034, Telephone No.: +91-9818922440 Email Id: rta@maashitla.com All matters related to share transfer, transmission, change of address, issuance of duplicate share certificates,and other related activities are handled by the RTA. Shareholders holding equity shares in physical form are encouraged to dematerialize their shares to facilitate easy transfer and participation in various corporate actions. Members may contact the Company or Maashitla Securities Private Limited for assistance in this regard.
RECONCILIATION OF SHARE CAPITAL AUDIT degree
Pursuant to Regulation 76 of the Securities and Exchange Board of India (Depository Participants) Regulations, 2018 [earlier governed by SEBI Circular No. D&CC/FITTC/CIR-16/2002 dated December 31, 2002, read with the SEBI (Depositories and Participants) Regulations, 1996], a Company Secretary in Practice conducts a Reconciliation of Share Capital Audit on a quarterly basis. This audit is undertaken to reconcile the total admitted equity share capital with the records of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), and to verify the consistency of the total issued and listed equity share capital of the Company.
During the financial year 2025 26, the aforesaid provisions relating to the Reconciliation of Share Capital Audit were not applicable to the Company, as the Companys Initial Public Offering (IPO) was opened for subscription from 6 April 2026 to 8 April 2026, which falls in the financial year
202627. Accordingly, the applicability of the said provisions, as may be applicable to the Company upon listing, shall arise from the financial year
202627.
DETAILS UNDER SECTION 67 (3) OF COMPANIES ACT, 2013 IN RESPECT OF ANY SCHEME OF PROVISION OF MONEY FOR PURCHASE OF OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES
This clause is not applicable on the Company during the period covered under this report.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company is comprised of an optimum combination of both Executive and Non- Executive Directors, including Women Directors and Independent Directors. The Board is accumulated of eminent personalities with proven competence and integrity. Besides the experience, the members of board have strong financial knowledge, sharp strategic judgement, and leadership qualities, they have a significant of commitment towards the Company and devote adequate time to the meetings and preparation.
Composition of Board of Directors and KMPs:
| S.N. | NAMES | DIN | DESIGNATION |
| 1. | Mr. Rajnish Chopra | 07183037 | Managing Director |
| 2. | Mrs. Anjali Chopra | 07183031 | Director (Non-Executive) |
| 3. | Mr. Abhishek Chopra | 10281418 | Whole-time director |
| 4. | Mrs. Kamna Sharma | 10455226 | Director (Independent) |
| 5. | Mrs. Tanuj Kumar Saxen | 10685737 | Director (Independent) |
| 6. | Mr. Ashutosh Mishra | - | CFO |
| 7. | Mr. Shiva Nigam | - | Company Secretary |
Details of Appointment or Cessation of Directors or Key Managerial Personnel During the Year:
| S.N. | NAMES | DESIG- NATION | TYPE OF CHANGE | DATE |
| 1. | Mr. Avinash Kumar Gupta | CFO | Resignation | 06/06/2025 |
| 2. | Mr. Ashutosh Mishra | CFO | Appoint- ment | 23/06/2025 |
| 3. | Mrs. Pragya Saxena | Company Secretary | Resignation | 31/07/2025 |
| 4. | Mr. Shiva Nigam | Company Secretary | Appoint- ment | 01/08/2025 |
Re-Appointment Of Directors Retiring By Rotation:
Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every AGM, not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation every year.
In terms of the provisions of Section 152 of the Companies Act, 2013, Mr. Rajnish Chopra (DIN: 07183037), Managing Director of the Company, retires at the ensuing AGM and being eligible, seeks reappointment. A resolution seeking the reappointment of Mr. Rajnish Chopra forms part of the Notice convening the ensuing Annual General Meeting scheduled to be held on 26th September,
2026. The profile and particulars of experience, attributes and skills of Mr. Rajnish Chopra together with his other directorships and committee memberships have been disclosed in the annexure to the Notice of the Annual General Meeting.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
In compliance with the provisions of Section 173 of the Companies Act, 2013, read with the applicable rules thereunder, a total of Fourteen (14) Board Meetings were convened and held during the Financial Year 202526. The meetings of the Board of Directors were held on the following dates during the year under review:
| Serial Number of Board Meeting | Date of the Board Meeting |
| 1 | 23-06-2025 |
| 2 | 29-07-2025 |
| 3 | 31-07-2025 |
| 4 | 12-08-2025 |
| 5 | 26-08-2025 |
| 6 | 30-08-2025 |
| 7 | 01-09-2025 |
| 8 | 11-09-2025 |
| 9 | 24-09-2025 |
| 10 | 30-09-2025 |
| 11 | 20-12-2025 |
| 12 | 26-02-2026 |
| 13 | 12-03-2026 |
| 14 | 27-03-2026 |
Details of the attendance of Directors at the Board
Meetings for the financial year ended March 31,
2026, are provided below:
| Sr. No. | Name of Directors | Designation | Total Number of Meet- ings Held | Total number of Meetings Attended |
| 1. | Mr. Rajnish Chopra | Managing Director | 14 | 14 |
| 2. | Mrs. Anjali Chopra | Director | 14 | 14 |
| 3. | Mr. Abhishek Chopra | Whole Time Director | 14 | 14 |
| 4. | Mrs. Kamna Sharma | Non-Execu- tive Independent Director | 14 | 14 |
| 5. | Mr. Tanuj Kumar Saxena | Non-Execu- tive Independent Director | 14 | 14 |
Appointment of Independent Directors in The Board and Declaration Under Section 149(6) & Statement Regarding Opinion of The Board With
Regard to Proficiency, Integrity of Independent
Directors and Code of Conduct for Independent Directors
Independent Directors in the Board
Mrs. Kamna Sharma (DIN: 10455226) is an Independent Director on the Board of the Company since 10th day of September, 2024. She has experience of more than 5 years in the field of compliances and considering the skills, knowledge and expertise of Mrs. Kamna Sharma in the field of corporate law, and her previous experiences as an independent director, her contribution to the board is of immense benefit to the Company.
Mr.TanujSaxena(DIN:10685737)isanIndependent Director on the Board of the Company since 10th day of September, 2024. Mr. Tanuj Saxena has more than 7 years experience in Compliances under various regulations of SEBI and the Companies Act, RBI and Accounting, Taxation, Audit, NCLT Matters and Project Accounting. Considering the skills, knowledge and expertise, his contribution to the board is of immense benefit to the Company.
Declaration Under Section 149(6)
All the Independent Directors of the Company have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and they continue to comply with the Code of Conduct laid down under Schedule IV of the Act. The Independent Directors have confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
The web link of Code of Conduct for Independent Directors can be found here: https://safetygroup. in/codeofconducts.php
Statement Regarding Opinion of the Board with Regard to Proficiency, Integrity of Independent Director deliberations, decisions, Appointed During The F/Y
In the opinion of the Board, there has been no change in the circumstances which may affect the status of Independent Directors of the Company and the Board is satisfied with the integrity, expertise, and experience (including proficiency terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors.
Criteria for determining qualification, positive attributes and independence of a director is given under the NRC Policy, which can be accessed at the link: https://safetygroup.in/codeofconducts. php
Familiarization Programme for Independent Directors:
TheCompany,inaccordancewithScheduleIVofthe Companies Act, 2013, and the Listing Regulations, has established arrangements to familiarize
Independent Directors with the Companys operations, their roles, rights, and responsibilities as Directors. This induction considers the nature of the industry, the Companys business model, and other relevant factors. Details of the familiarization program are available on the Companys website at https://safetygroup.in/codeofconducts.php
Committees of The Board & Their Meetings
The Board Committees are an integral part of the Companys governance framework and are constituted in accordance with the applicable provisions of the Companies Act, 2013. Each
Committee operates under the Boards delegated authority and is guided by clearly defined terms of reference.
These Committees enable focused oversight and informed decision-making on matters within their respective mandates, thereby supporting the Board in the effective discharge of its responsibilities. The Chairperson of each Committee regularly apprises the Board of significant and recommendations arising from Committee meetings.
The Committees also have the discretion to invite external experts, senior management personnel, or other invitees to provide inputs, as deemed necessary.
The Company has 4 (four) Board-level Statutory Committees, namely: A) Audit Committee B) Nomination & Remuneration Committee (NRC) C) Corporate Social Responsibility (CSR) Committee
D) Stakeholders Relationship Committee (SRC)
A) Audit Committee
The Audit Committee plays a vital role in overseeing the Companys financial reporting process, ensuring accuracy, transparency, and compliances. It monitors the work of management, internal auditors, and statutory auditors, to ensure integrity in financial disclosures. The Committee reviews internal controls, compliance frameworks, and processes in alignment with applicable laws and codes of conduct.
The Committee acts as a guardian of corporate governance upholding high standards of ethical financial reporting and accountability.
The statutory auditors are responsible for independently auditing the financial statements, while the Committee supervises the reporting framework.
Composition of Audit Committee and Attendance of Members
The composition of the Audit Committee of the company fully complies with the requirements set forth under Section 177 of the Companies Act, 2013. For the purpose of compliance with the provisions of Section 177 of the Companies Act, 2013 the company constituted a "Audit Committee" of the Board of Directors of the Company with the following members-
| NAME | DESIGNATION |
| Mrs. Kamna Sharma (Independent Director) | Chairman |
| Mrs. Anjali Chopra (Non-Executive Director) | Member |
| Mr. Tanuj Kumar Saxena (Independent Director) | Member |
Any member of the committee may be removed or replaced at any time by the Board. Any member of the committee ceasing to be a director shall also cease to be a member of the Audit Committee.
During the financial year 2025-26, in accordance with the provisions of Section 177 of the Companies Act, 2013, the Audit Committee meetings were held on the following dates: April 21, 2025 August 11, 2025 September 17, 2025 December 20, 2025 February 26, 2026 March 31, 2026 The composition of the Committee and the attendance of its members at the meetings are outlined below:
| Sr. No. | Name of Members & Designation | Position in the commit- tee | Total Number of Meet- ing Held | Total Number of Meeting attended |
| 1. | Mrs. Kamna Sharma (Independent Director) | Chairper- son | 6 | 6 |
| 2. | Mrs. Anjali Chopra (Non-Executive Director) | Member | 6 | 6 |
| 3. | Mr. Tanuj Kumar Saxena (Independent Director) | Member | 6 | 6 |
B) Nomination & Remuneration Committee (NRC)
The purpose of the Nomination and Remuneration
Committee (NRC) is to oversee the companys nomination process including succession planning for the senior management and the Board. The NRC assists the Board in identifying, evaluating and reviewing individuals qualified to serve as
Directors (Executive and Non-Executive).
NRC also determines the role and capabilities required for Independent Directors consistent with the criteria laid down in the Companies Act 2013 and other applicable laws.
The NRC has formulated Nomination, Remuneration and Evaluation Policy for Directors, KMPs and Senior Management Personnels of the
Company and the same is available on Companys website at: https://safetygroup.in/pdf/nrc_ policy.pdf The criteria for making payments to Non-Executive Directors is available on website at: https://safetygroup.in/pdf/criteria_for_making_ payment_to_ned.pdf For the purpose of compliance with the provisions of Section 178 of the Companies Act, 2013 the company constituted a "Nomination
& Remuneration Committee" of the Board of Directors of the Company with the following members-
| Name | Designation |
| Mrs. Kamna Sharma (Independent Director) | Chairman |
| Mrs. Anjali Chopra (Non-Executive Director) | Member |
| Mr. Tanuj Kumar Saxena (Indepen- dent Director) | Member |
Any member of the committee may be removed or replaced at any time by the Board. Any member of the committee ceasing to be a director shall also cease to be a member of the Nomination and Remuneration Committee.
During the financial year 2025 26, the NRC meetings were held on the following dates:
June 14, 2025
July 23, 2025
The composition of the Committee and the attendance of its members at the meetings are outlined below:
| Sr. No. | Name of Members & Designation | Position in the commit- tee | Total Number of Meet- ing Held | Total Number of Meeting Attended |
| 1. | Mrs. Kamna Sharma (Independent Direc- tor) | Chair- person | 2 | 2 |
| 2. | Mrs. Anjali (Non-Executive | Chopra Member Director) | 2 | 2 |
| 3. | Mr. Tanuj Saxena Director) | Kumar Member (Independent | 2 | 2 |
C) Corporate Social Responsibility (CSR) Committee
The main objective of the CSR Committee to make a policy to lay down guidelines and make CSR as one of the key business drivers for sustainable development of the environment, society and the overall development of the global community at large.
The purpose of our Corporate Social Responsibility
(CSR) Committee is to formulate and recommend to the Board, a Corporate Social Responsibility Policy, which shall indicate the initiatives to be undertaken by the company, recommend the amount of expenditure the company should incur on Corporate Social Responsibility (CSR) activities and to monitor from time to time the CSR activities and Policy of the Company.
The CSR Committee provides guidance in formulation of CSR strategy and its implementation and also reviews practices and principles to foster sustainable growth of the Company by creating values consistent with long term preservation and enhancement of natural, social, intellectual and human capital.
The Corporate Social Responsibility (CSR) Policy of the company is available on the website at: https://www.safetygroup.in/codeofconducts. php
Composition of Corporate Social Responsibility (CSR) Committee and Attendance of Members
For the purpose of compliance with the provisions of Section 135 of the Companies Act, 2013 read with Rule 5 of the Companies (Corporate Social Responsibility) Rules, 2014 the "Corporate Social Responsibility Committee" of the Board of Directors of the Company with the following members-
| Name | Designation |
| Mr. Rajnish Chopra (Managing Director) | Chairman |
| Shri Abhishek Chopra (Whole Time Director) | Member |
| Mr. Tanuj Kumar Saxena (Independent Director) | Member |
Any member of the committee may be removed or replaced at any time by the Board. Any member of the committee ceasing to be a director shall also cease to be a member of the Stakeholder Relationship Committee.
During the financial year 2025 26, the CSR meetings were held on the following dates:
July 23, 2025
September 24, 2025
March 26, 2026
Details of Composition of the Committee and attendance in meeting are as follows:
| Sr. No. | Name of Member & Designation | Position In the committee | Total Number of Meeting Held | Total Number of Meeting Attended |
| 1. | Mr. Rajnish Chopra (Manag- ing Director) | Chairman | 3 | 3 |
| 2. | Mr. Abhishek Chopra (Whole Time Director) | Member | 3 | 3 |
| 3. | Mr. Tanuj Kumar Saxena (Indepen- dent Director) | Member | 3 | 3 |
D) Stakeholders Relationship Committee (SRC)
The Stakeholders Relationship Committee (SRC) considers and resolves the grievances of our shareholders, including complaints relating to non-receipt of annual report, transfer and transmission of securities, non-receipt of dividends/interests, issue of new/duplicate certificates, general meetings and such other grievances as may be raised by the security holders from time to time. The Stakeholders Relationship Committee is empowered to perform the functions of the Board relating to handling of stakeholders queries and grievances.
For the purpose of compliance with the provisions of Section 178 (5) of the Companies Act, 2013 the "Stakeholder Relationship Committee" of the Board of Directors of the Company with the following members-
| Name | Designation |
| Mrs. Anjali Chopra (Non-Executive Director) | Chairman |
| Mrs. Kamna Sharma (Independent Director) | Member |
| Mr. Abhishek Chopra (Whole Time Director) | Member |
Any member of the committee may be removed or replaced at any time by the Board. Any member of the committee ceasing to be a director shall also cease to be a member of the Stakeholder Relationship Committee.
During the financial year 2025 26, the SRC meetings were held on the following dates:
April 15, 2025
July 15, 2025
October 15, 2025
January 15, 2026
March 26, 2026
Details of Composition of the Committee and attendance in meeting are as follows:
| Sr. No. | Name of Mem- ber & Designa- tion | Position In the committee | Total Number of Meeting Held | Total Number of Meeting Attended |
| 1. | Mrs. Anjali Chopra (Non-Executive Director) | Chairman | 5 | 5 |
| 2. | Mr. Abhishek Chopra (Whole Time Director) | Member | 5 | 5 |
| 3. | Mrs. Kamna Sharma (Independent | Member | 5 | 5 |
| Director) |
The details of investor complaints received and resolved during the financial year ended March 31,
2026 are given below: -
| Complaints opening as on April 01, 2025 | NIL |
| Complaints received during the year | NIL |
| Complaints resolved during the year | NIL |
| Complaints pending as on March 31, 2026 | NIL |
Independent Directors & Their Meeting
During the year under review, there were no changes in the composition of Independent Directors on the Board. No Independent Director resigned from their position, nor was any new appointment made in this category. The Company continues to have two Non-Executive Independent Directors, namely:
| Sr. No. | Name of Directors | Category | DIN |
| 1. | Mrs. Kamna Sharma | Non-Executive Independent Directors | 10455226 |
| 2. | Mr. Tanuj Kumar Saxena | Non-Executive Independent Directors | 10685737 |
Meeting of Independent Directors
In accordance with Schedule IV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations and Secretarial Standard1 on Meetings of the Board of Directors, the Independent Directors of the Company are required to hold at least one meeting annually, without the presence of Non-Independent Directors.
The Independent Directors of the Company convened a meeting on March 26, 2026, under the Chairmanship of Mrs. Kamna Sharma, in the absence of Non-Independent Directors. During the meeting, the Independent Directors reviewed the performance of the Non-Independent Directors, the Board as a whole, its committees, and the Chairperson. They also assessed the quality, adequacy, and timeliness of the flow of information between the Companys management and the
Board. corporate risks, effectiveness in
General Meetings
| Sl. No. | Type of Meeting (Annual/ Extra- Ordinary) | Date |
| 1. | Extra-Ordinary General Meeting | Monday, 18 August, 2025 |
| 2. | Extra-Ordinary General Meeting | Friday, 22 August, 2025 |
| 3. | Extra-Ordinary General Meeting | Wednesday, 3 September, 2025 |
| 4. | Annual General Meeting | Tuesday, 30 September, 2025 |
Statement Indicating The Manner in Which Formal Annual Evaluation has been made by The Board of Its own Performance and That of its Committees And Individual Directors Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and in line with our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Boards Committees was undertaken
The Chairperson of Nomination and Remuneration Committee led an internal evaluation process to assess the performance of the Board, its committees, and individual directors, on the basis of pre-determined parameters, as per the procedure and criteria as laid down in the Nomination and Remuneration Policy of the company and eligibility criteria. The policy is hosted on the website of the Company at: https://safetygroup. in/codeofconducts.php The evaluation process, inter alia, considers composition of Board, attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities, establishment of vision, mission, objectives and values for the Company, lying down strategic road map, providing leadership and directions to the
Company, identification, monitoring & mitigation of significant discharging duties and functions conferred, objectivity & constructivism while exercising duties, safeguarding interest of all shareholders; upholding ethical standards of integrity & probity. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of committee meetings, etc. The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was given to the Directors.
The Independent Directors also in their meeting held on 26th March, 2026 reviewed the performance of non-independent directors, the Board as a whole, and the Chairman of the Company, while considering the views of the executive and non-executive directors.
COMPANYS POLICY ON NOMINATION
& APPOINTMENT OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
Pursuant to the provisions of Section 178 of the Companies Act,2013, the Nomination and Remuneration Committee has formulated, and the Board has adopted a Policy on the appointment and removal of Directors including the Nomination
& Remuneration Policy. The Nomination And Remuneration Policy is hosted on the website of the Company at: https://safetygroup.in/ codeofconducts.php Nomination And Remuneration Committee has also formulated the criteria for determining qualifications, positive attributes, and independence of Directors, which has been embedded in Nomination and Remuneration Policy. Nomination And Remuneration Committee makes recommendations to the Board regarding the appointment/re-appointment of Directors, Key Managerial Personnel ("KMPs") and other members of the Senior Management. Nomination And Remuneration Committee is also responsible for reviewing the profiles of potential candidates vis-?-vis the required competencies, undertaking reference, and due diligence, and meeting potential candidates before making recommendations of their nomination to the Board. The Companys governance guidelines cover aspects mainly relating to the composition and role of the Board, Chairman and Directors, Board diversity, and Committees of the Board. Further, pursuant to the provisions of Section 178 of the Act the company has also formulated a Criteria for Making Payment to Non-Executive Directors which is hosted on the website of the Company at: https://safetygroup.in/codeofconducts.php
Compliance with Secretarial Standards
The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors and Meeting of Shareholders (EGM/AGM) i.e. SS-1 and SS-2 issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.
Statutory Auditor and Auditors Report
M/s PANCHAL S K & ASSOCIATES, Chartered Accountants, who were appointed as the Auditors in the Annual General Meeting held on 30th September, 2025, for a term of 5 consecutive years, shall continue to hold office as the Statutory
Auditor of the company until the conclusion of the F/Y 2029-2030 Annual General Meeting. TheStatutoryAuditorshaveauditedtheStandalone
Financial Statements for the financial year ended March 31, 2026, and have issued an unmodified opinion, confirming that the financial statements present a true and fair view of the financial position of the Company. Their report does not contain any qualifications, reservations, adverse remarks, or disclaimers. Further, no instances of fraud have been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013, during the year under review.
The Statutory Auditors Report is annexed to this
Annual Report. The notes to the accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments.
Cost Auditor
Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintenance is not applicable on the company.
Secretarial Auditor and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, during the financial year
2025-26, the Secretarial Audit is not applicable on the company.
M/s MMA & Partners, Company Secretaries (FRN: P2015UP081000) is proposed to be appointed as Secretarial Auditors of the Company for a term of 5 consecutive years, to conduct Secretarial Audit of the Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations, for the period beginning from the Financial Year 2026-27 through the Financial Year 2030-31.
Internal Auditor and Their Report
Pursuant to the provisions of the section 138 of the Companies Act, 2013 and rule 13 of the Companies (Accounts Rules) 2014, during the year under review, the Internal Audit is not applicable on the company.
Moreover, M/s BRS & Co, Chartered Accountant, (FRN: 039191C) has been appointed as the Internal Auditor of the Company to conduct internal audit work of the Company, for the financial year 2026-
27 and to submit reports on half yearly basis, i.e. April 2026 September 2026 & October 2026 March 2027.
Corporate Social Responsibility (CSR) Initiatives
CSR activities, projects, and programs undertaken by the Company are in accordance with Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Annual Report on CSR containing particulars as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in "Annexure I" attached to this Report.
Business Responsibility and Sustainability Report (BRSR):
In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the Business Responsibility and Sustainability Report ("BRSR") is required to be included in the Annual Report of the listed entities to which the said provisions are applicable.
Since the equity shares of the Company were not listed on any recognised stock exchange during the financial year 2025 26 and were listed only on 13 April 2026, subsequent to the end of the financial year, the provisions relating to BRSR under Regulation 34(2)(f) of the SEBI LODR Regulations were not applicable to the Company for the financial year ended 31 March 2026.
Corporate Governance
During the financial year 2025 26, the equity shares of the Company were not listed on any recognised stock exchange. Accordingly, the provisions relating to corporate governance requirements prescribed under Regulations 17 to 27 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), applicable to listed entities, were not applicable to the Company during the financial year 2025 26. The Companys Initial Public Offering ("IPO") was opened for subscription from 6 April 2026 to 8 April
2026, subsequent to the close of the financial year
202526, and the equity shares of the Company were listed on the recognised stock exchange on
13 April 2026. Accordingly, the applicability of the provisions of the SEBI LODR Regulations, including the corporate governance requirements, shall be considered from the date of listing, i.e. 13 April 2026, as applicable.
Notwithstanding the above, the Company has followed appropriate corporate governance practices and has constituted the requisite Board
Committees and appointed Directors in accordance with the applicable provisions of the Companies Act, 2013 and other applicable laws.
Vigil Mechanism/ Whistle Blower Policy
The company has a Vigil Mechanism/Whistle Blower Policy which has been communicated within the organization to eliminate and help prevent malpractices, to investigate and resolve complaints, to take appropriate action to safeguard the interests of the Company, to ensure that the whistle-blower is protected.
The Company has a Vigil Mechanism that provides a formal channel for all its directors and employees to approach the Chairman of the Audit Committee to make protected disclosures about any ethical misconduct, actual or suspected fraud or violation of the Code of Conduct. No person is denied access to the Chairman of the Audit Committee. This vigil mechanism fosters a culture of trust and transparency among its stakeholders.
The Whistleblower Policies for Directors and Employees encourage directors, employees, and others to report any actual or possible violation of any event that he/she becomes aware of that could affect the business or reputation of the Company. The policy safeguards the whistle-blowers against any unfair practices, such as retaliation, threats, intimidation, termination, suspension, transfer, demotion, refusal of promotion or any other disciplinary action.
The Whistle Blower Policy is available on the website of the Company at: https://safetygroup. in/pdf/vigil_mechanism_whistle_blower_policy. pdf
Disclosure on Employee Stock Option/ Purchase Scheme
This clause is not applicable on the Company during the period covered under this report.
Risk Management Policy
Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/ measures have been formulated in the areas such as business, project execution, financial, human, environment and statutory compliance.
Pursuant to Section 134 (3) (n) of the Companies Act, 2013, the Board of the Company has formulated a Risk Management Policy for the Company to identify elements of risk and monitor the Risk and establish control.
The Risk Management Policy of the Company can be accessed on the Companys website at the link: https://safetygroup.in/codeofconducts.php#
Internal Financial Controls
In compliance with the provisions of Section 134(3)(q) of the Companies Act, 2013, read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to
Companys policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
To ensure effective Internal Financial Controls the Company has laid down the following measures:
1. The internal financial control systems are commensurate with the size and nature of its operations.
2. All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.
3. Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.
4. The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets.
Fixed Asset verification of assets is done on an annual basis. The audit reports for the above audits are compiled and submitted to Board of Directors for review and necessary action.
Fraud Reporting
During the year under review, the Statutory Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.
Prevention of Insider Trading
During the financial year 2025 26, the equity shares of the Company were not listed on any recognised stock exchange. The Companys equity shares were listed on 13 April 2026, subsequent to the close of the financial year.
Notwithstanding the above, the Company has adopted a Code of Conduct for Prevention of Insider Trading in line with the principles and requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Company Secretary acts as the Compliance
Officer for monitoring adherence to the said Code. The Code is available on the Companys website at https://safetygroup.in/pdf/upsI.pdf.
Material Changes and Commitments Affecting The Financial Position Between End of The Current Financial Year and The Date of the Report
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year, i.e.
31 March 2026, and the date of this Report, except for the successful completion of the Companys
Initial Public Offer ("IPO") and the consequential listing of its Equity Shares on the SME Platform of BSE Limited ("BSE SME"). In connection with the proposed Initial Public Offer, the Board of Directors had approved the Draft Red Herring Prospectus ("DRHP") on 30 September 2025. The Company has received in- principle listing approval from the BSE SME dated November 18, 2025 for listing of Equity Shares issued pursuant to the issue. Subsequently, the Company has received listing approval from the BSE SME dated April 10, 2026 for listing of Equity Shares issued pursuant to the issue.
The Company thereafter completed its IPO during the period from 6 April 2026 to 8 April 2026, comprising a fresh issue of 60,00,000 Equity Shares of face value of 10 each at an issue price of 80 per Equity Share, aggregating to approximately 48.00 crore as gross proceeds from the fresh issue. The basis of allotment of the Equity Shares was finalized on 9 April 2026, and the final Prospectus was approved by the Board of Directors on the same date. Subsequently, BSE SME granted final listing approval on April 10, 2026, and the Equity Shares of the Company were listed and admitted for trading on the SME Platform of BSE Limited effective from Monday, April 13, 2026.
The aforesaid IPO and listing constitute significant events subsequent to the financial year-end; however, these events do not otherwise result in any material change in the financial position of the Company as at 31 March 2026, except to the extent of the proceeds received from the fresh issue of Equity Shares and the corresponding increase in the Companys share capital and securities premium account pursuant to the allotment and issue of the said Equity Shares. The proceeds of the IPO are proposed to be utilized for the objects stated in the Prospectus, subject to applicable laws and regulatory requirements.
Except as stated above, there have been no other material changes or commitments affecting the financial position of the Company between 31 March 2026 and the date of this Report.
Significant
Regulators or Courts or Tribunals Impacting The
Going Concern Status and Companys Operations in Future
No significant regulators or courts or tribunals Statutory and Quasi-Judicial Body impacting the going concern status and companys operations in future.
Particulars of Contracts or Arrangements with Related Parties
The policy on Related Party Transactions as approved by the Board is uploaded on the
Companys website at https://safetygroup.in/ pdf/policy_for_rpt.pdf All contracts/ arrangements/ transactions entered by the Company during the FY 2025-26 with related parties were on an arms length basis and in the ordinary course of business and approved by the Audit Committee and omnibus approval was obtained where applicable. None of the transactions with related parties falls under the scope of Section 188(1) of the Act. As the Company does not have any RPTs to report pursuant to Sections 134(3)(h) and 188 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2, the same is not provided.
Deposits
During the financial year ended March 31, 2026, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Act and the Rules framed thereunder. Hence, the Company does not have any unclaimed deposits as on the date of the Balance Sheet. The
Company complies with the requirement of filing the requisite return with respect to amount(s) not considered as deposits. Further, the details of loan from Directors taken/repaid during the year are as follows:
(in Rupees)
| Loan From | Non- Current / Current | Loan Taken from Related Party | Loan Repaid to Related Party | Loan remaining at the end of the year |
| Rajnish Chopra (Managing Director) | Non- Current | 2,96,55,193.00 | 1,00,68,491.00 | 2,65,67,338.00 |
Loans, Guarantees and Investments
During the financial year under review, the
Company has not granted any loans, provided any guarantees/security or made any investments falling within the purview of Section 186 of the Companies Act, 2013, and accordingly, the particulars required to be disclosed pursuant to the provisions of Section 134(3)(g) read with Section 186 of the Companies Act, 2013 are not applicable to the Company.
Further, there were no loans, guarantees or investments requiring disclosure in the prescribed manner under the applicable provisions of the Companies Act, 2013 during the year under review.
Details of Holding & Subsidiaries/Joint Ventures/Associate Companies
As on March 31, 2026, the Company does not have any holding and subsidiaries/joint venture/ associate Companies. As such the company is not required to consolidate its account with any other company.
Disclosure under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has adopted zero tolerance for sexual harassment at the workplace and has formulated a policy on prevention, prohibition, and redressal of sexual harassment at the 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.
TheAnti-SexualHarassmentPolicyoftheCompany can be accessed on the Companys website at the link: https://safetygroup.in/codeofconducts.php The Company has constituted the Internal Complaints Committee (ICC) in compliance with provisions relating to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
As on April 01, 2025, the following members were part of Internal Complaints Committee (ICC):
| Sr. No. | Name | Designation |
| 1. | Ms. Roli Shukla | Presiding Officer |
| 2. | Ms. Vaishali Shukla | Internal Member |
| 3. | Ms. Abhilasha Gupta | Internal Member |
| 4. | Ms. Arpika Singhal | External Member |
Following is the status of complaints received under POSH during the Financial Year 2025-26:
| 1. | Number of complaints filed | Nil |
| 2. | Number of complaints disposed | Nil |
| 3. | Number of complaints pending as on 31st March 2026 | Nil |
Disclosure Under Maternity Benefit Act
The Company has complied with all applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to fostering a safe, inclusive, and supportive work environment for its female employees. All statutory maternity benefits, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave, are incorporated into the Companys HR policies and are made available to eligible female employees. The policy is designed to support our employees through the important phase of motherhood, ensuring job security and adequate time for care and recovery. Additionally, the Company provides a work-from-home facility to female staff, particularly to support their maternity and childcare needs, wherever the nature of work permits.
During the financial year under review, there was no instance where any female employee availed maternity benefits. Nevertheless, the Company continues to maintain full readiness and policy support for such benefits, ensuring compliance and a family-friendly work environment.
Particulars on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo
Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the details relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, to the extent applicable to the operations of the Company, are set out below:
A. Conservation of Energy:
TheCompanyisanEngineeringEnterpriseprimarily engaged in the business of designing, engineering, procurement, supply, installation, erection, testing and commissioning of transmission substations, installation of firefighting equipment and systems, and construction of healthcare infrastructure and other engineering projects. The nature of the
Companys activities is predominantly project-oriented and does not involve energy-intensive manufacturing operations.
(a) The Steps Taken or Impact on Conservation of Energy: Nevertheless, the Company recognizes the importance of energy conservation and is committed to adopting appropriate and practical measures for the efficient utilization of energy across its project sites, offices and other operational facilities. The Company endeavours to minimize energy consumption through efficient use of electrical equipment, lighting systems, construction machinery and other equipment deployed in the course of its operations. Wherever practicable, the Company promotes the use of energy-efficient electrical and electronic equipment, LED lighting, efficient operating practices and timely maintenance of equipment to avoid unnecessary energy consumption.
(b) The steps taken by the company for utilising alternate sources of energy: The Companys activitiesintherenewableenergysector,particularly the construction of solar power plants on a turnkey basis, also contribute to the development and deployment of clean and renewable sources of energy. The Company continues to evaluate opportunities to incorporate energy-efficient practices and sustainable solutions into its project execution methodologies, subject to the technical requirements, contractual specifications and commercial feasibility of individual projects.
(c) the capital investment on energy conservation equipments: During the year under review, the Company did not undertake any major capital expenditure specifically towards energy conservation. However, energy conservation remains an integral consideration in the execution and management of its projects and operations.
B. Technology Absorption:
The Companys business involves the application of engineering expertise, project management capabilities and technical know-how in the design, engineering, supply, erection, testing and commissioning of transmission substations, including high-voltage substations, as well as solar power plants, firefighting systems and other infrastructure projects.
The Company continuously seeks to enhance its technical capabilities and operational efficiency through adoption of appropriate engineering practices, project execution methodologies, modern equipment, digital tools and industry practices relevant to the nature and complexity of its projects. The Company places emphasis on quality, safety, reliability, efficiency and sustainability while executing its projects.
The Company has developed and accumulated significant domain experience in the execution of turnkey transmission substation projects, including 220 KV GIS Substations and 400 KV AIS Substations, and has also expanded its capabilities into renewable energy, fire protection systems and healthcare infrastructure projects. The Companys technical capabilities and experience enable it to undertake projects involving design, engineering, procurement, installation, erection, testing and commissioning in accordance with applicable technical specifications, standards and contractual requirements.
The Company also focuses on continuous learning and development of its technical and project execution personnel so as to keep pace with developments in engineering practices, equipment, safety requirements and project management techniques. Wherever technology, equipment or technical know-how is procured from external sources, the same is evaluated and utilized in accordance with the requirements of the respective projects and applicable standards.
(a) the efforts made towards technology absorption: The Company continues to adopt and utilize appropriate technologies, engineering practices and project execution techniques relevant to its engineering operations. The Company also seeks to improve project planning, resource utilization, quality control, safety and commissioning practices through experience gained from execution of turnkey projects.
(b) the benefits derived like product improvement, cost reduction, product development or import substitution: The adoption and application of appropriate technology and engineering practices have contributed towards improvement in project execution capabilities, operational efficiency, quality, safety, reliability and timely completion of projects, subject to the specific requirements of each project.
(c) During the year under review, the Company did not have any material technology imported from outside India which requires separate disclosure under the applicable provisions. (d) Expenditure incurred on Research and Development: Considering the nature and scale of the Companys engineering activities, the
Company does not maintain a separate Research and Development function. Accordingly, no significant expenditure was incurred on Research and Development during the year under review.
Foreign exchange earnings and outgo:
The Companys operations are predominantly focused on projects and customers within India, including government entities and undertakings, state and central government power utilities, private power entities, renewable energy developers and other domestic customers.
The details of foreign exchange earnings and outgo during the financial year, as applicable and based on the Companys books of account, are as follows:
| Particulars | Amount ( ) |
| Foreign Exchange Earnings | Nil |
| Foreign Exchange Outgo | Nil |
The Company continues to focus on strengthening its domestic engineering capabilities and exploring opportunities for sustainable growth in the sectors in which it operates.
Directors Responsibility Statement
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that for the financial year ended March 31, 2026: a) In the preparation of the annual accounts for the year ended March 31, 2026 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) The Directors have 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 as at March 31, 2026 and of the profit of the
Company for the year ended on that date; c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors have prepared the annual accounts on a going concern basis; e) They have laid down internal financial controls for the Company which are adequate and are operating effectively; f) 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.
Management Discussion & Analysis Report
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Managements Discussion and Analysis Report is annexed to this Report as "Annexure - II" and forms an integral part of the Annual Report for detailed review.
Disclosure about Receipt of Any Commission by Md / Wtd From A Company and also Receiving
Commission / Remuneration from Its Holding or
Subsidiary as per Section 197(14)
This clause is not applicable on the Company during the period covered under this report.
Statement Pursuant to Section 197(12) of The Companies Act, 2013 Read With Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1), rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement of the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2025-26 and the percentage increase in remuneration of each
Director, Officer,Chief Executive Financial
Officer and Company Secretary during the
Financial Year and other particulars is annexed to this Report as "Annexure - III" and forms an integral part of the Annual Report for detailed review.
Details of Application made or Any Preceding Pending under IBC, 2016 during The FY Along With The Current Status No application was made or any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.
Details of Difference Between Valuation Amount on One Time Settlement and Valuation While Availing Loan from Banks and Financial Institutions contributions made
NOT APPLICABLE. Cautionary Statement
The statements contained in the Boards Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.
Acknowledgement
Your directors take this opportunity to express their sincere gratitude to the Companys customers, vendors, investors, bankers, academic institutions, financial institutions, regulatory authorities, stock exchanges and all other stakeholders for their continued cooperation and support.
The Board also acknowledges the valuable support extended by the Government of India, various state Governments, and the Governments of other countries, along with the concerned Government departments and agencies.
The Directors further place on records their deep appreciation for the significant by the employees of the Company during the year under review. The Board values the dedication, commitment, and hard work demonstrated by every member of the Safety Group family.
| Rajnish Chopra |
| Managing Director |
| (DIN: 07183037) |
| Abhishek Chopra |
| Whole Time Director |
| (DIN: 10281418) |
| Date: 31st August, 2026 |
| Place: Lucknow |
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