డైరెక్టర్ల నివేదిక Msafe Equipments Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 6^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31^st 2025.

Financial summary or highlights/Performance of the Company

The Company’s Financial Performance for the year ended 31^stMarch 2025 is summarized below:

(Amount in Rs. “00”)
Particulars	Financial Year Ended
	31st March 2025	31st March 2024
Total Income	71,62,184	48,33,745.56
Total Expenditure Excluding Depreciation	(47,95,066.53)	(35,02,511.10)
Profit/(Loss) Before Tax and Depreciation	23,67,117.47	13,31,234.46
Depreciation	(6,24,195.73)	(4,52,453.13)
Profit/(Loss) Before Tax	17,42,921.74	8,78,781.33
Provision for Income Tax	(4,64,025.07)	(2,52,297.57)
Provision for Deferred Tax	22,312.71	26,921.86
Profit After Tax	13,01,209.38	6,53,405.62

COMPANY OVERVIEW/BUSINESS

The Company is a leading manufacturer and supplier of high-quality aluminum scaffold towers, designed to meet the evolving needs of construction, industrial, and maintenance sectors. With a commitment to safety, durability, and innovation, the company delivers world-class access solutions that comply with international safety standards.

Msafe was founded with a vision to yield contentment by motivating keenness, devotion, boldness and happiness in the nation we serve.

OUR MISSION:

• We relentlessly push ourselves forward to protect the stake holders.

OUR VISION:

• To be an innovative agile solution company which provides a safe working environment for all.

OUR VALUES:

• Respect grows when it’s mutual and driven by integrity and accountability.

STATEMENT ON STATE OF COMPANY’S AFFAIRS

During the financial year under review, the company has earned Profit after tax Rs. 13,01,209.38/-. Despite several challenges in the business, your Company has posted strong financial results. The net profit after tax was higher by Rs. 6,47,803.76/- as against Rs. 6,53,405.62/- in the previous Financial Year.

DIVIDEND

Your directors had not recommended any dividend for the period under review due to reserving profits of investing in business.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company.

CAPITAL STRUCTURE

The paid-up equity share capital of the Company is 1,00,00,000 (One Crore) comprising

10.00. 000 (Ten Lakh) Equity shares of Rs. 10/- each fully paid-up.

During the year under review, the Authorized Capital of the Company has been increased from Rs. 1,00,00,000 /- (Rupees One Crore only) divided into 10,00,000 (Ten Lakh) equity shares of Rs.10/- (Rupees Ten) each to Rs. 10,00,00,000 /- (Rupees Ten Crore Only) divided into

1.00. 00.000 (One Crore) Equity shares of Rs. 10 /- each.

DEMATERIALISATION OF SECURITIES AND APPOINTMENT OF REGISTRAR AND SHARE TRANSFER AGENT

As per requirement of Companies Act, 2013 and rules made thereunder the Company has appointed M/s Maashitla Securities Private Limited having registered office at 451, Krishna Apra Business Square, Netaji Subhash Place, Pitampura, New Delhi-110034, as “Registrar and Transfer Agent”, and the Company has availed the facility to convert physical shares in Electronic form i.e. Demat Form. The Company has obtain ISIN- INE2B5L01011 for its securities within the statutory mandated time period.

CHANGE IN STATUS OF THE COMPANY

During the year under review, there was no change in status of Company; however the Company was converted from a Private Limited Company to a Public Limited Company. The conversion was approved by the Board of Directors at the meeting held on 14th April 2025 and subsequently by the shareholders at the Extra-Ordinary General Meeting held on 19th May 2025. The Company received the Certificate of Incorporation consequent upon conversion to a Public Limited Company with effect from 26th May 2025.

TRANSFER TO RESERVES

During the financial year, the Company has not transferred any amount to the general reserve. The closing balance of the retained earnings of your Company for FY 2024-25, after all appropriations and adjustments, was Rs. 24,64,91,605/-

EMPLOYEE STOCK OPTION SCHEME

The Company has not issued any Employee Stock Option Scheme.

PARTICULARS OF EMPLOYEES

There are no employees in the Company the particulars of which are required to be given in terms of the provisions of Section 197(12) of the Companies Act read with Rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the Financial Year 2024-25. However the Company was converted from Private Limited into Public Limited w.e.f. 26^th May 2025.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Companies.

WEB-LINK OF ANNUAL RETURN UNDER SECTION 92 13) OF THE COMPANIES ACT, 2013

In Accordance with the amended provisions of Section 92(3) of the Companies Act 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014 a copy of Annual Return, after the same will be filed with the Registrar of Companies, will be available at the website of the Company www.msafegroup.com.

NUMBER OF MEETINGS OF BOARD

Sixteen meetings of the Board of Directors were held during the year and the gap between the two meetings was not more than 120 days. Details of the Board Meetings are as follows:

COMPLIANCE OF SECRETARIAL STANDARDS OF ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION m OF SECTION 188

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 are prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure-A to this Report All transactions entered with Related Parties for the year under review where on arm’s length basis and in the ordinary course of business and that the provisions of section 188 of the Companies Act, 2013 are not attracted.

ACCOUNTS. AUDITORS AND AUDIT REPORT

Accounts: Accounts along with their Notes are self-explanatory and do not require any further explanation or clarification.

Auditor’s Report: The Auditors’ Report is self-explanatory and does not need any further explanation or clarification.

AUDITORS:

M/S. V. K. Kila & Co., Chartered Accountants, New Delhi (Firm Registration No.007772C), were appointed as the Statutory Auditors of the Company to hold office for a period of 5 consecutive year i.e. from the conclusion of 3^rd Annual General Meeting (AGM) till the conclusion of the 8^th AGM of the Company to be held in the year 2027. The company has received their consent and eligibility for the same.

There are no qualifications or observations or remarks made by the Auditors in their Report. AUDIT COMMITTEE AND VIGIL MECHANISM

During the year under review, the provisions of Section 177 of the Companies Act, 2013 read with related rules 6 and Rule 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 are not applicable to the Company. ^ MSAFE EQUIPMENTS LIMITED

NOMINATION AND REMUNERATION POLICY

During the year under review, the provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

During the year under review, the provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to your Company.

PUBLIC DEPOSITS

During the year under review the company has not accepted any Deposit from public in the terms of section 73 to 76 of the Companies Act 2013, read with the companies (Acceptance of Deposits) Rules 2014.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The term “internal financial controls” means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. 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. The management has taken all necessary steps to plug the internal control weaknesses. The management has implemented an effective and meaningful system in place to safeguard the assets of the company.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under the provisions of the Companies Act, 2013 read with Rules framed there under, are set out herein below:

a) Conservation of energy:

The disclosure regarding provision of section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Account) Rules, 2014, regarding Conservation of energy are as follows:

The Company continues to emphasize the importance of energy conservation and has taken several measures to reduce energy consumption and optimize energy efficiency. These initiatives include:

a. Installation of energy-efficient lighting and equipment

b. Implementation of energy-saving technologies and processes

c. Regular monitoring and maintenance of energy usage

d. Training and awareness programs for employees on energy conservation.

b) Technology Absorption: The Company has not made any technology absorption and updating during the year under review.

DETAILS OF CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL1 DIRECTORS:

During the year under review there are no changes in the board of directors of the Company.

The Present Board consists of following directors as on 31.03.2025.

1. Mr. Rushil Agarwal

2. Mr. Ajay Kumar Kanoi

3. Mr. Pradeep Aggarwal

4. Mrs. Rajani Ajay Kanoi

However, Mr. Pradeep Aggarwal (DIN: 00675952) was appointed as the Chairman & Managing Director of the Company and Mr. Ajay Kanoi Kumar (DIN: 08381615) was appointed as the Whole-time Director of the Company with effect from July 23, 2025.

2 RETIREMENT BY ROTATION:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Rushil Agarwal, Director (DIN 08381616) shall retire by rotation and is eligible for re-appointment.

3. KEY MANAGERIAL PERSON:Appointment and Cessation of Key Managerial Personnel during the financial year along with date of this report:

Mr. Sombir, having PAN ALBPB7848R has been appointed as a Chief Financial Officer of the Company under Section 203 ofthe Companies Act, 2013 w.e.f. July 23,2025.

Further, as per the provisions of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel appointed on the Board of the Company as on March 31, 2025 and date of this report:

SI. No.	Name of Key Managerial Personnel	Designation
1	Mr. Sombir	Chief Financial Officer (CFO)

ENVIRONMENT & SAFETY

The company is Conscious of the Importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

FOREIGN CURRENCY TRANSACTIONS

Foreign currency transactions are recorded at the rate of exchange prevailing on the date of transaction. At the year end, there are no other liabilities or assets denominated in foreign currency except as mentioned below. Exchange difference arising on actual payment/realization and year end restatement are adjusted to Statement of profit & loss in foreign exchange fluctuation account. (Amount in Rs. 100)

PARTICULARS	For Year ended 31.03.2025		For Year ended 31.03.2024
	Amount	Amount in INR	Amount	Amount in INR
Foreign Exchange Outflow -Purchase of Spare Parts & Plant and Machinery	USD 424.05	35,832.45	USD 554.74 EURO 4.87	46631.51 444.68
Foreign Exchange Outflow -Advance for Plant and Machinery	USD 100.00	8,816.50	USD 100.00	8,405.5
Foreign Exchange Outflow -Foreign Travelling	AED 274.49	6,330.02	USD 10.00 AED 65.00 CNY 29.00 SAR 5.00	832.59 1,496.12 367.86 109.50
Foreign Exchange Inflow -Received against Supplies	USD 1891.33	1,59,372.12	USD 69.80 INR 1100.02	5,758.50 1,100.02
Foreign Exchange- Closing Balance - Trade Receivables - Advance to Parties	USD 1160.43 USD 100.00	99,333.21 8,730.00	USD 100.00	8,400.00

EXPLANATION OR COMMENTS BY THE BOARD ON QUALIFICATIONS, RESERVATIONS. ADVERSE REMARKS OR DISCLAIMERS MADE BY STATUTORY AUDITOR IN AUDIT REPORT

The Audit report does not contain any qualifications, reservations, adverse remarks or disclaimers.

The provisions relating to Secretarial Audit are not presently applicable to the company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF REPORT

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the company to which the financial statements relate and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS.

There were no significant or material orders passed by any governing authority of the company including regulators, courts or tribunals, which could affect the going concern status and the Company’s operations in future.

REPORTING OF FRAUD BY AUDITORS PURSUANT TO SECTION 143(121 OF THE COMPANIES ACT. 2013

There was no fraud reported by the Auditor to the Board.

MAINTENANCE OF COST RECORDS

Pursuant to Section 148 of the Companies Act, The Company is required to maintain Cost Records and the Company is accordingly maintaining such accounts and records.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Board of Directors of the Company has laid down a policy on prevention of sexual harassment at the workplace. A Complaint Committee has also been formed by the Board of Directors to look into the complaints received, if any. During the year, the Company did not receive any complaint under the said policy.

IMPLEMENTING AUDIT TRAIL IN SOFTWARE

Audit Trail feature in ERP software is implemented from the beginning of the year which is mandatory from April 01, 2023 for the companies under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as amended).

STATUTORY DISCLOSURES ON COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961 FOR THE FINANCIAL YEAR 2024-25.

During the under review, it was noted that the provisions of the Maternity Benefit Act, 1961, are applicable to the Company for the financial year 2024-25.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL1 ACT, 2013

Your director’s further state that during the year under review, there were no cases filed/pending pursuant to the Sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the details as follows of complaints/cases.

S. No.	Particulars	Number of complaints/cases
1.	Number of complaints of sexual harassment received in	NIL
	the year.
2.	Number of complaints disposed-off during the year.	NIL
3.	Number of cases pending for more than ninety days.	NIL

RISK MANAGEMENT POLICY

The Company has a robust process of risk assessment whereby all the business risks are assessed on periodic basis by the management and appropriate actions are taken to mitigate the same.

CORPORATE SOCIAL RESPONSIBILITY

In Compliance with Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company falls under the criteria mentioned in the above section. Therefore, the Company is required to contribute in CST Activities, as the Profit before tax of the Company exceeds Rs. 5 Crores in the immediately preceding financial year, however, as the required spend amount towards CSR Expenditure is less than 50 Lakhs as per Section 135(3), therefore, Company is not required to constitute CSR Committee as per Section 135(9).

The prescribed CSR expenditure as 2 (two) percent of the average net profit of the Company for the previous three years, to be spent on corporate social responsibility was Rs. 11,00,729, (Rupees Eleven Lakh Seven Hundred and Twenty Nine only) and the Company spent the required amount on CSR activities as under:

S. No.	Particulars	Purpose	Amount (INR in 100)
1.	Total Amount Spent during the Financial Year 2024-25		11,010.00

Annual Report on Corporate Social Responsibility (CSR) Activities which form part of the Directors’ Report is attached herewith as Annexure- B

STATUTORY DISCLOSURES

None of the Directors of your Company suffers from the disqualification enshrined under the provisions of section 164, 165, 167 of the Companies Act, 2013. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act. The Company has not defaulted in repayment of loans from banks and financial institutions.

STATUTORY DISCLOSURES ON APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AT THE END OF THE FINANCIAL VF AR 2024-25

During the under review no application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

STATUTORY DISCLOSURES ON THE DETAILS OF DIFFERENCE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE SETTLEMENT’S AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS AND FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the under review no settlements have been done with banks or financial institutions.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in term of section 134(3)(c) of the companies act, 2013:-

i) In the preparation of Annual Accounts, for the year ended March 31^st, 2025 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) 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 at the end of financial year, 31^st March, 2025 and of the Profit of the Company for the year ended on that date;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The annual accounts have been prepared on a going concern basis.

v) That the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi) The Directors had devised proper systems to ensure compliance with the provision of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appointment for the committed services by the company’s executive, staff & workers.