The Board of Directors take pleasure i n presenting their 07th Annual Report on the business and operations of the Company together with Audited Financial Statements and Auditors’ Report thereon for the financial year ended March 31,2026.
Financial Performance:
The Audited Financial Statements of your Company as on March 31, 2026, are prepared i n accordance with the Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 ("Act”).
The summarized financial highlights is depicted below:
|
Particulars
|
2025-26
|
2024-25
|
|
Revenue from Operations
|
10,349.96
|
7,134.07
|
|
Other Income
|
55.90
|
28.11
|
|
Total Income
|
10,405.86
|
7,162.18
|
|
Total Expenses
|
7,409.35
|
5,419.26
|
|
Profit/(Loss) before Interest, Tax, Depreciation & Amortisation (EBITDA)
|
4,086.75
|
2,607.75
|
|
Profit/(Loss) before Tax (PBT)
|
2,996.51
|
1,742.92
|
|
Tax Expenses
|
(754.49)
|
(441.71)
|
|
Profit/(Loss) after Tax (PAT)
|
2,242.02
|
1,301.21
|
* Previous period/year figures have been re-grouped/re-classified wherever required.
State of Company’s Affairs
Your Directors i nform you that, during the year under review, Your Company has revenue from operations of ? 10,349.96 Lacs and EBITDA of ? 4,086.75 Lacs as against ? 7,134.07 Lacs and ? 2,607.75 Lacs respectively i n the previous year. During the year under review the Company has earned net profit after tax amounting to ? 2,242.02 Lacs as against ? 1,301.21 Lacs i n the previous year. The Company’s earnings per share were ? 13.45 during the current year. Your Directors are hopeful to achieve better financial performance in the coming years.
Listing of equity shares:
Equity shares of the Company were i isted on the Bombay Stock Exchange (BSE Limited) on SME Platform on February 04, 2026. The trading symbol of the Company i s i MSAFE’. Listing fees and the custodian charges to depositories, for the FY 2025-26 have been paid to BSE, NSDL and CDSL respectively.
Dividend and Reserves
The Board of directors does not recommend a dividend for the year under review. The Board of Directors have not proposed to transfer any amount to any Reserve. Therefore, entire profits of ? 2,242.02 Lakhs earned during the financial year 2025-26 have been retained i n the profit and l oss account.
Share Capital
Change in Authorised Share Capital:
During the year under review, the Company has i ncreased its authorised share capital from ? 10,00,00,000 (Rupees Ten Crore only) divided i nto
1.00. 00.000 Equity Shares of ? 10/- each to ? 25,00,00,000/- (Rupees Twenty Five Crore only) divided i nto 2,50,00,000 Equity Shares of ? 10/- each by creation of additional 1,50,00,000 Equity Shares of ? 10/- each i n the Extra Ordinary General Meeting held on 22nd July, 2025.
Issue of Bonus equity shares:
During the year under review, the Company has i ncreased its i ssued, subscribed and paid-up Share Capital from ? 1,00,00,000 (Rupees One Crore only) divided i nto 10,00,000 Equity Shares of ? 10/- each to ?
16.00. 00.000/- (Rupees Sixteen Crore only) divided i nto 1,60,00,000 Equity Shares of ? 10/- each by the way i ssue & allotment of Bonus shares of 1,50,00,000 Equity Shares of ? 10/- each to the existing shareholder of the Company i n the ratio of 15:1 i n the Board Meeting held on 26^ August,
2025 .
Public Issue - Initial Public Offer (“IPO”)
During the year under review, the Company has i ncreased its i ssued, subscribed and paid-up Share Capital from ? 16,00,00,000/- (Rupees Sixteen Crore only) divided i nto 1,60,00,000 Equity Shares of ? 10/- each to ? 20,40,00,000/- (Rupees Twenty Crore Forty Lakhs only) divided i nto
2.04.00. 000 Equity Shares of ? 10/- each by the way i ssue & allotment under Initial Public Offer considering of fresh i ssue of 44,00,000 Equity Shares at a price of ? 123/- Per equity shares (including a share premium of ? 113/-per equity shares) i n the Board Meeting held on 02nd February,
2026 and by way of i isting i ts securities on SME platform of Bombay Stock Exchange (‘BSE’) on 04^ February, 2026.
The Directors placed on record their appreciation of contributions made by the entire IPO team with all the dedication, diligence and commitment which l ed to successful l isting of the Company’s equity shares on the BSE SME platform. Further, the success of the IPO reflects the trust and faith reposed i n the Company by the Investors, customers and business partners and the Directors thank them for their confidence in the Company.
Further, the Company has not i ssued any equity shares with differential rights/sweat equity shares under Rule 4 and Rule 8 of Companies (Share Capital and Debentures Rules, 2014). Also, the Company has not offered shares under employee stock option scheme during the financial year.
Statement of Deviation(s) or Variation(s) in accordance with Regulation 32 of SEBI (LODR) Regulations, 2015
In accordance with the offer document of the Initial Public Offer, the Company had estimated amount to be deployed and utilization before 31st March 2026 for ? 2,100.58 Lacs towards Funding of Capital expenditure towards setup of a new Manufacturing Facility, ? 120 Lacs towards Funding of Capital expenditure for manufacturing of equipments for rental purpose, ? 300 Lacs towards Utilization towards working capital requirements and ? 176.31 Lacs towards General Corporate Purposes. The actual utilization as on 31st March, 2026 was ? 120 Lacs towards Funding of Capital expenditure for manufacturing of equipments for rental purpose, ? 205.36 Lacs towards Utilization towards working capital requirements, ? 176.31 Lacs towards General Corporate Purposes. Remaining unutilized amount l ying with the ICICI Bank through Fixed Deposit.
Public Deposits
During the year under review, the Company has neither i nvited nor accepted/ renewed any deposits from the public within the meaning of Section 73 and 74 of the Companies Act, 2013 (the i Act’) read with the Companies (Acceptance of Deposits) Rules, 2014.
Depository System
As members are aware, the company’s shares are compulsorily tradable i n the electronic form. As on March 31,2026, 100% of the Company’s total paid-up capital representing 2,04,00,000 Equity Shares were i n dematerialized form. The ISIN of the Equity Shares of your Company i s INE2B5L01011.
Credit Rating
The Company has not obtained Credit Rating from any Credit Rating Agency as on the date of this Report.
Particulars of Loans/Guarantees/ Investments
Particulars of i oans, guarantees, securities and i nvestments have been disclosed in the notes to the Standalone Financial Statements.
Disclosure relating to Subsidiaries, Joint Ventures, and Associate Companies
The Company doesn’t have any Subsidiaries, Joint Ventures and Associates Company as on date of this report.
Board of Directors
As on March 31,2026, your Company’s Board had 6 members comprising 3 Executive Directors and 1 Non-Executive and Non-Independent Director and 2 Non-Executive & Independent Directors. The Board have 3 women Directors out of total directors as under:
|
Sr. No
|
Name of Director
|
DIN
|
Designation
|
|
1.
|
Pradeep Aggarwal
|
00675952
|
Chairman & Managing Director
|
|
2.
|
Rushil Agarwal
|
08381616
|
Whole Time Director
|
|
3.
|
Ajay Kumar Kanoi
|
08381615
|
Whole Time Director
|
|
4.
|
Rajani Ajay Kanoi
|
06655849
|
Director
|
|
5.
|
Vaibhav Mandhana
|
07007166
|
Independent Director
|
|
6.
|
Manish Kankani
|
07777901
|
Independent Director
|
The Directors of your Company are well experienced having expertise i n their respective fields of technical, finance, strategic and operational management and administration.
During the year following changes in directorship were made:
Mr. Pradeep Aggarwal & Mr. Ajay Kumar Kanoi, had been re-designated from Director to Chairman & Managing Director, and Whole Time Director respectively on July 23, 2025.
Mr. Rushil Agarwal has been re-designated from Director to Whole Time Director on August 29, 2025.
Mrs. Rajani Ajay Kanoi has been reclassified from Professional to Promoter Category on August 23, 2025.
Mr. Vaibhav Mandhana and Mr. Manish Kankani was appointed as an Independent Non-Executive Director (Additional Director) on August 26, 2025 and was regularized by the members i n the Extra Ordinary General Meeting on August 28, 2025.
Re-appointment of Director(s) retiring by rotation:
Mr. Ajay Kumar Kanoi (DIN: 08381615) retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking Shareholders’ approval for his reappointment along with other required details forms part of the Notice.
None of the Directors of your Company are disqualified under the provisions of Section 164(2)(a) and (b) of the Act.
In the opinion of the Board, the Independent Directors appointed during the year possess requisite integrity, expertise, experience and proficiency.
The composition of Board complies with the requirements of the Companies Act, 2013. Further, i n pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”), the Company i s exempted from requirement of having composition of Board as per Listing Regulations.
Key Managerial Personnel
Pursuant to the provisions of section 203 of the Companies Act, 2013 read with rules framed thereunder the following persons are the key Managerial Personnel of the company as on March 31,2026:
1) Mr. Pradeep Aggarwal, Chairman & Managing Director
2) Mr. Ajay Kumar Kanoi, Whole Time Director
3) Mr. Rushil Agarwal- Whole Time Director
4) Mr. Sombir - Chief Financial Officer
5) Mrs. Renuka Uniyal, Company Secretary and Compliance Officer
6) Mr. Hitender - Chief Executive Officer
Mr. Sombir, CFO, Mrs. Renuka Uniyal, Company Secretary & Compliance Officer and Mr. Hitender, CEO was appointed w.e.f 23.07.2025, 23.08.2025 and 20.03.2026 respectively.
Disclosure related to Board, Committees and Policies:
a) Board Meetings:-
The Board of Directors met 25 times during the financial year ended March 31, 2025 i n accordance with the provisions of the Companies Act, 2013 and rules made there under as on 14.04.2025, 19.04.2025, 25.04.2025,
13.05.2025, 21.05.2025, 28.06.2025, 01.07.2025, 17.07.2025,
22.07.2025, 23.07.2025, 31.07.2025, 02.08.2025, 06.08.2025,
23.08.2025, 26.08.2025, 29.08.2025, 05.09.2025, 01.11.2025, 15.12.2025,
05.01.2026, 21.01.2026, 27.01.2026, 31.01.2026, 02.02.2026,
20.03.2026,
The attendance of Directors at the Board Meetings and at the Annual General Meeting (AGM) during the Financial Year 2025 - 2026 is as follows:
|
Name of Director
|
Number
of
Board
Meeting
Entitled
|
Number
of
Board
Meeting
Attended
|
Attendance at the last AGM held on August 22, 2025 through physically
|
|
Pradeep
Aggarwal
|
25
|
25
|
Yes
|
|
Rushil Agarwal
|
25
|
25
|
Yes
|
|
Ajay Kumar Kanoi
|
25
|
25
|
Yes
|
|
Rajani Ajay Kanoi
|
25
|
25
|
Yes
|
|
Vaibhav
Mandhana
|
10
|
10
|
NA
|
|
Manish Kankani
|
10
|
10
|
NA
|
b) Committee Meetings:
The Board Committees are the operating system of the Company and are constituted to handle specific activities and ensure speedy resolution of the diverse matters. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles under which are considered to be performed by members of the Board, as a part of good governance practice. These Committees prepare the groundwork for decision making and report to the Board.
There are total three Board Committees as on March 31, 2026, have been formed, details of which are as follows:
1. Audit Committee (constituted w.e.f from August 26, 2025)
2. Stakeholders’ Relationship Committee (constituted w.e.f from August 26, 2025)
3. Nomination and Remuneration Committee (constituted w.e.f from August 26, 2025)
1) Audit Committee:
The Composition of Audit Committee meets the requirements stipulated under Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI LODR Regulations. As on 31st March, 2026, the Audit Committee of the Board comprises of three members viz; Mr. Vaibhav Mandhana (Independent and Non- Executive Director)- Chairman, Mr. Manish Kankani (Independent and Non- Executive Director)- Member and Mr. Pradeep Aggarwal (Managing Director)- Member.
During the Financial Year 2025 - 26, the Audit Committee met Four times i .e. on August 29, 2025, November 01, 2025, January 05, 2026, and March 19, 2026. The maximum gap between two meetings was within the period prescribed under Regulation 18 of the SEBI Listing Regulations and the Companies Act 2013 read with MCA General Circular No.11/2020 dated 24.03.2020 and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/110 dated 26.06.2020. The adequate quorums were present at every Audit Committee Meeting.
The details of meetings attended by the Members during FY 2025 - 26, are given below:
|
Name of Director
|
Number of Meetings
|
| |
entitled to attend
|
|
Pradeep Aggarwal
|
4
|
|
Vaibhav Mandhana
|
4
|
|
Manish Kankani
|
4
|
All members of the Audit Committee have accounting and financial management knowledge and expertise/exposure. The Company Secretary acts as the Secretary to the Committee. The minutes of each Audit Committee meeting are placed in the next meeting of the Board.
2) Nomination and Remuneration Committee
The Composition of Nomination and Remuneration Committee meets the requirements stipulated under Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI LODR Regulations. As on March 31,2026, the Nomination and Remuneration Committee of the Board comprises of three members viz; Mr. Vaibhav Mandhana (Independent and Non- Executive Director)- Chairman, Mr. Manish Kankani (Independent and Non-Executive Director)- Member and Mrs. Rajani Ajay Kanoi (Non-Executive Director- Member, all of which are Non- Executive Directors.
The Nomination and Remuneration Committee and the Policy are i n compliance with Section 178 of the Companies Act, 2013 read with the applicable rules thereto and Listing Regulations (as may be amended from time to time).
During the Financial Year ended March 31, 2026 the Committee met two (2) times on August 29, 2025 and March 19, 2026.
|
Name of Director
|
Number of Meetings
|
Number of
|
| |
entitled to attend
|
Meetings attended
|
|
Vaibhav Mandhana
|
2
|
2
|
|
Manish Kankani
|
2
|
2
|
|
Rajani Ajay Kanoi
|
2
|
2
|
The Company Secretary acts as the Secretary to the NRC. The minutes of each NRC meeting are placed in the next meeting of the Board.
3) Stakeholders Relationship Committee
The Composition of Stakeholders Relationship Committee meets the requirements stipulated under Section178 of the Companies Act, 2013 and Regulation 20 of SEBI LODR Regulations. As on March 31, 2026, the Stakeholders Relationship Committee of the Board comprises of three members viz; Mr. Vaibhav Mandhana (Independent and Non- Executive Director)- Chairman, Mr. Rushil Agarwal (Whole Time Director)- Member, Mr. Ajay Kumar Kanoi (Whole Time Director)- Member.
The Stakeholders Relationship Committee has met 01 times during the Year ended March 31,2026 on March 19, 2026.
The details of meetings attended by the Members during FY 2025 - 26, are given below:
|
Name of Director
|
Number of Meetings entitled to attend
|
Number of Meetings attended
|
|
Vaibhav Mandhana
|
1
|
1
|
|
Rushil Agarwal
|
1
|
1
|
|
Ajay Kumar Kanoi
|
1
|
1
|
The Company Secretary acts as the Secretary to the Committee. The minutes of each SRC meeting are placed in the next meeting of the Board.
Details of Investors grievances/Complaints
No i nvestor complaints received during the financial year 2025-26. No pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on March 31,2026. There were no pending requests for share transfer/dematerialization of shares as of March 31, 2026.
c) Meeting of Independent Directors:
Independent Directors play a significant role i n the governance process of the Board. By virtue of their varied expertise and experience, they enrich the Board’s decision-making and prevent possible conflicts of i nterest that may emerge in such decision-making.
A separate meeting of the i ndependent directors of the Company for the Financial Year 2025-26 was held on March 21, 2026 where all the Independent Directors were present as per the requirement of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 inter alia, to discuss, review and assess:-
(a) review the performance of non-independent directors and the board of directors as a whole;
(b) review the performance of the chairperson of the l isted entity, taking i nto account the views of executive directors and non-executive directors;
(c) assess the quality, quantity and timeliness of flow of i nformation between the management of the l isted entity and the board of directors that i s necessary for the board of directors to effectively and reasonably
perform their duties.
Declarations by Independent Directors:
The Company has received a necessary declaration from each i ndependent director that he/she meets the criteria of i ndependence I aid down i n Section 149(6), Code for i ndependent directors of the Act and Regulation 16(1 )(b) of the Listing Regulations.
Familiarization Program for Independent Directors:
A policy on familiarization programs for i ndependent directors has been adopted by the Company. All new Independent Directors i nducted to the Board are presented with an overview of the Company’s business operations, products, organization structures and about the Board Constitutions and i ts procedures. The policy i s available at the company’s website www.msafegroup.com.
Evaluation of Board’s Performance:
The Board of Directors has carried out an annual evaluation of i ts own performance, board committees, and i ndividual directors pursuant to the provisions of the Companies Act and SEBI Listing Regulations. The performance of the board was evaluated by the Board after seeking i nputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, i nformation and functioning, etc. The performance of the committees was evaluated by the Board after seeking i nputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. In a separate meeting of Independent Directors held on March 21, 2026, performance of non-independent Directors, performance of Board as a whole and performance of the Chairman were evaluated taking i nto account the views of executive and non-executive Directors. The said meeting was attended by all the Independent Directors. The performance of the Board and its Committees, i ndividual Directors, and Chairpersons were found satisfactory. Further, the Board has expressed i ts satisfaction and has been thankful to all i ts Independent Directors for sharing their knowledge and expertise which has been proved beneficial towards the progress of the Company.
Particulars of Remuneration of Directors and Employees:
The managerial remuneration paid to the directors during the financial year are as under:
|
Sr. No
|
Name of Director & Designation
|
Managerial Remuneration paid
(amount in Lacs)
|
|
1.
|
Pradeep Aggarwal
|
82
|
|
2.
|
Rushil Agarwal
|
24.51
|
|
3.
|
Ajay Kumar Kanoi
|
91.90
|
|
4.
|
Rajani Ajay Kanoi
|
79.71
|
Further the Sitting fees was paid during the financial year to all the Directors (Including Independent Director).
Disclosures relating to remuneration and other details as required i n terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-A which forms part of this Report.
Further, no employee of the Company was i n receipt of the remuneration exceeding the l imits prescribed i n the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence no i nformation as required under the provisions of Section 197 of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this report.
In accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, the Nomination and Remuneration Committee of the Board of Directors approved the
i Nomination and Remuneration Policy’, which i s available on the website of the Companywww.msafegroup.com.
Directors’ Responsibility Statement
Pursuant to the requirement under Section 134(3)(c) read with 134(5) of the Act, your Directors confirm that for the year ended 31 st March 2026:
• i n the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
• they have selected such accounting policies and applied them consistently and made j udgments 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 I oss of the company for the year ended on that date;
• they have taken proper and sufficient care for the maintenance of adequate accounting records i n accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
• they have prepared the annual financial statement for the Financial Year ended March 31,2026 on a going concern basis;
• they have I aid down proper i nternal financial controls to be followed by the company and such i nternal financial controls are adequate and are operating effectively; and
• they have devised proper systems to ensure compliance with the provisions of all applicable l aws and that such systems are adequate and operating effectively.
Based on the framework of i nternal financial controls and compliance systems established and maintained by the Company, the work performed by the i nternal, statutory and secretarial auditors and external consultants, i ncluding the audit of i nternal financial controls over financial reporting by the statutory auditors and reviews performed by the management and relevant Board Committee, the Board i s of the opinion that the Company’s i nternal financial controls were adequate and effective during the financial year 2025-2026.
Corporate Governance
Since the Company i s I isted on BSE SME, the Company i s exempt from applicability of certain regulations pertaining to |Corporate Governance’ under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Corporate Social Responsibility
At present, amount to be spent by a company under subsection (5) of Section 135 of the Companies Act, 2013 does not exceed 50 Lakhs rupees, therefore the requirement under sub-section (1) of section 135 of the Companies Act, 2013 for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall be discharged by the Board of Directors of company.
This CSR Policy has been approved by the Board of directors of the Company dated 20th July, 2024 ("the Board”).
The CSR policy, covering the Objectives, Focus Areas, Governance Structure Monitoring and Reporting Framework among others i s approved by the Board of Directors.
The main objective of Msafe CSR policy i s to make CSR a key business process for sustainable development of society. In i ts endeavors to mutually achieve the said objective, the Act stipulates the provisions regarding mandatory adherence to the Corporate Social Responsibility practices by the prescribed classes of companies.
The Company has spent more than 2% of the average net profits of the Company during the three immediately preceding Financial Years on CSR. The Annual Report on CSR activities, i n terms of Section 135 of the
Companies Act, 2013 and the Rules framed thereunder, i s annexed to this Report (Annexure-B).
Vigil Mechanism/Whistle Blower Policy:
The company has a Whistle about the unethical behavior, fraud or violation of Company’s code of conduct. Blower Policy for the vigil mechanism of Directors and employees to report to the management the mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee i n exceptional cases. None of the personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy i s displayed on the Company’s website viz. www.msafegroup.com.
Prevention of Insider Trading:
The Company has adopted an Internal Code of Conduct for Regulating, Monitoring and Reporting of Trades by Insiders ("the Code”) i n accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations). The Code i s applicable to Promoters and Promoter’s Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive i nformation relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the said PIT Regulations. The Company has also formulated ‘ The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)’ i n compliance with the PIT Regulations. This Code i s displayed on the Company’s website viz. www.msafegroup.com.
Code of Conduct:
The Company has adopted Code of Business Conduct & Ethics ("the Code”) which i s applicable to the Board of Directors, Senior Management, Key Managerial Personnel, Functional heads and all professionals serving i n the roles of finance, tax, accounting, purchase and i nvestor relations of the Company. The Board of Directors and the members of the Senior Management Team (one i evel below the Board of Directors) of the Company are required to affirm annual Compliance of this Code. A declaration signed by the Chairman and Managing Director of the Company to this effect is placed at the end of this report as Annexure-C.
The Code requires Directors and Employees to act honestly, fairly, ethically and with i ntegrity, conduct themselves i n a professional, courteous and respectful manner. The Code is displayed on the Company’s website viz. www.msafegroup.com.
Policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace
The Company i s conscious of the i importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations i n such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources. As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and i mplemented a policy on prevention of sexual harassment at the workplace with a mechanism of i odging complaints. Besides, redressal i s placed on the intranet for the benefit of employees.
Following i s a summary of sexual harassment complaints received and disposed of during F.Y. 2025-2026.
No. of complaints not resolved as on 1 st April, 2025: Nil
No. of complaints received in financial year: Nil
No. of complaints resolved in financial year: Nil
No. of complaints not resolved as on 31st March, 2026: Nil
Statutory Auditors and Independent Auditors’ Report:
M/s. V.K. Kila & Co, Chartered Accountants, (Firm Registration No. 007772C) have been appointed as the Statutory Auditor of your Company for a tenure of 5 (five) years till the 8th AGM to be held i n 2027. The Auditors’ Report given by Statutory Auditor, on the Financial Statements of your Company, for the year ended March 31, 2026, forms part of the Annual Report.
There i s no qualification, reservation or adverse remark or any disclaimer i n their Report. The Auditors’ Report for the year i s self-explanatory & does not contain any modified opinion, hence need no comments.
Reporting of Frauds:
There have been no frauds reported under sub-section (12) of Section 143 of the Act, during the financial year under review, to the Audit Committee or the Board of Directors.
Secretarial Auditor and Secretarial Audit Report:
The Company has appointed M/s. Ajai Kumar & Associates, Practicing Company Secretary (ICSI M. No. A21637, COP: 8140, PR: 2716/2022) as the Secretarial Auditor for the financial year 2025-26 i n accordance with Section 204 of the Act. The Report on Secretarial Audit for the Financial Year 2025-26, i n Form MR-3, i s annexed hereto as Annexure-D and forms part of this Report.
Secretarial Standards:
The Company has complied with all the applicable secretarial standards i ssued by the Institute of Company Secretaries of India.
Internal Auditors:
Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board of Directors of the Company have appointed M/s. R.A. Kila & Co., Chartered Accountant, having FRN No. 003775N as an Internal Auditor of the Company for the financial year 2025-26.
The audit committee of the Board of Directors i n consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the internal audit.
Cost Records and Audit:
Pursuant to the provisions of Section 148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Company i s required to maintain cost records as specified by the Central Government. Accordingly, such accounts and records are made and maintained by the Company.
As the Company crossed the overall turnover i imit of 100 Crore as on
31.03.2026. So the cost audit became applicable.
Further, pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Board has appointed M/s. Chittora & Co., Cost Accountants (Firm Registration No. 000385), as the Cost Auditor to audit the cost records of the Company for the financial year 2026-27. The remuneration payable to the Cost Auditor i s subject to ratification by the Members and accordingly, the necessary Resolution for ratification of the remuneration payable to Cost Accountants, for the audit of cost records of the Company for FY 2027, i s being placed for the approval of the shareholders of the Company at the ensuing AGM.
Internal Control System:
Your Company has an effective i nternal control and risk-mitigation system, which are constantly assessed and strengthened. The company i s i n process to adopt the standard operating procedures for this purpose. The Company’s i nternal control system i s commensurate with its size, scale and complexities of its operations.
The main thrust of i nternal audit i s to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices i n the i ndustry. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the i nternal control systems and suggests i mprovements to strengthen the same. The Company has a robust Management Information System, which i s an i ntegral part of the control mechanism.
The Audit Committee of the Board of Directors, Statutory Auditors and the
Business Heads are periodically apprised of the i nternal audit findings and corrective actions taken. Audit plays a key role i n providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and i ndependence, the Internal Audit function reports to the Chairperson of the Audit Committee.
Risk Management:
Risk Management i s the systematic process of understanding, measuring, controlling and communicating an organization’s risk exposures while achieving its objectives. Risk Management is an i important business aspect i n the current economic environment and i ts objective i s to i dentify, monitor and take mitigation measures on a timely basis i n respect of the events that may pose risks for the business. The Company’s risk-management strategy i s to i dentify, assess and mitigate any significant risks. We have established processes and guidelines, along with a strong overview and monitoring framework at the Board and Senior Management i evels. The Board of Directors regularly reviews risks and threats and takes suitable steps to safeguard i ts i nterest and that there i s no element of risk i dentified that may threaten the existence of the Company. The focus shifts from one area to another area depending upon the prevailing situation. A detailed report on significant risks and mitigation i s forming part of Management’s Discussion and Analysis.
Insurance:
The Company has taken all the necessary steps to i nsure its properties and i nsurable i nterests, as deemed appropriate and also as required under the various legislative enactments.
Investor Education and Protection Fund: -
During the year under review, the Company has not transferred any amount to the Investor Education and Protection Fund.
Related Party Transaction
All contracts, arrangements and transactions entered i nto by the Company during the Financial Year under review with related parties were on an arm’s length basis and in the ordinary course of business.
There have been no materially significant related party transactions with the Company’s Promoters, Directors and others as defined i n Section 2(76) of the Companies Act, 2013 which may have potential conflict of i nterest with the Company at iarge. Further, all such contracts/arrangements/transactions were placed before the Audit Committee and Board, for their approval. Prior approval/s of the Audit Committee/Board are obtained on an annual basis, which i s reviewed and updated on quarterly basis.
The details of transactions entered i nto with the related parties are given i n form AOC-2 i n terms of the provision of section 188(1) i ncluding certain arm’s length transactions and annexed herewith as Annexure-E.
The Policy on Related Party Transactions i s available on the Company’s website and can be assessed using the link www.msafegroup.com.
Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, the Company has filed disclosure for the half year ended March 31,2026 to the stock exchange, for the related party transactions.
Annual Return
The Annual Return for FY 2025-26 as required under Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, i s available at the Company’s website and can be accessed at www.msafegroup.com.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report, as required under Regulation 34 read with Schedule V of the SEBI Listing Regulations, forms part of the Annual Report.
Significant and Material Order, if any, passed by the regulator or courts or tribunals
No significant and material orders have been passed during the Financial Year 2025-26 by the regulators or courts or tribunals affecting the going concern status and Company’s operations in the future.
Material changes and commitments after the closure of the Financial Year till the date of this Report, which affects the Financial Position of the Company.
No material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year 2025-2026 and the date of this Report.
Particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
The particulars as required to be disclosed i n terms of Section 134 (3) (m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 forming part of this Report are as follows:
a) Conservation of Energy:
The Company remains committed to energy conservation by continuously monitoring energy consumption and costs and adopting efficient usage, timely maintenance, and upgradation of energy-saving devices. The Company continues to optimize energy consumption across i ts manufacturing facilities and corporate office through regular monitoring and awareness i nitiatives. During the year, no capital i nvestment was made in energy conservation equipment.
b) Foreign Exchange Earnings and Outgo: There were no foreign exchange earnings and outgoes during the period under review.
The particulars relating to foreign exchange earnings and outgo during the year under review are as under:
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Particulars
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2025-2026
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2024-2025
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Foreign exchange earned
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281.87
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159.37
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Foreign exchange outgo
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17.90
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50.98
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c) Technology Absorption:
The Company continues to use the i atest technologies for i mproving the productivity and quality of its services and products.
The Company has not i mported technology during the l ast three years. Though the Company has not spent any amount during the year towards research and developmental activities, it has been active i n harnessing and tapping the latest and best technology in the industry.
Statement on compliance with Maternity Benefit Act, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, i ncluding all applicable amendments and rules framed thereunder. The Company i s committed to ensuring a safe, i nclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, i ncluding paid maternity i eave, nursing breaks, and protection from dismissal during maternity leave.
Equal Employment Opportunities:
Being an equal opportunity employer, the company will do i ts utmost to ensure that all of i ts employees are treated fairly during the period of their employment i rrespective of their race, religion, sex (including pregnancy), color, creed, age, national origin, physical or mental disability, citizenship status, ancestry, marital status veteran status, political affiliation, or any other factor protected by l aw. All decisions regarding employment will be taken based on merit and business needs only.
Other Information
Your Directors state that no disclosure or reporting i s required i n respect of the following items as there were no transactions on these i tems during the year under review:
• There has been no change in the nature of business of the Company;
• Issue of Equity Shares with differential rights as to dividend, voting or otherwise.;
• Issue of Shares (including sweat equity shares) to employees of the Company under any scheme;
• There was no i nstance of one-time settlement with any Bank or Financial Institution;
• The equity shares of the Company have not been suspended from trading by the SEBI and/ or Stock Exchanges;
• There was no proceeding i nitiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016.
Acknowledgement
The Board of Directors wishes to place on record their sincere appreciation to all the employees for their dedication and commitment. Their hard work and unstinted efforts enabled the Company to sustain i ts performance and its sectoral leadership.
The Board of Directors would also i ike to express their sincere appreciation for assistance and co-operation received stakeholders, i ncluding Vendors, Banks, other authorities, other business associates, who continued to extend their valuable support during the year under review and to the esteemed i nvestors for showing their confidence and faith i n the management of the Company. It will be the Company’s endeavor to nurture these relationships i n strengthening business sustainability.
For and on behalf of the Board of Directors Msafe Equipments Limited
Sd/-
Pradeep Aggarwal
Chairman & Managing Director DIN:00675952
Date: August 10, 2026 Place: New Delhi
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