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BSE Code : 544293 | NSE Symbol : SURAKSHA | ISIN : INE877V01027 | Industry : Healthcare |


Directors Reports

Dear Members,

On behalf of the Board of Directors, it is our pleasure to present the 20th Annual Report of the Company, along with the audited (standalone and consolidated) financial statements and Auditors' Report for the financial year ended 31 March 2025 (‘FY 2024-25'). The Board appreciates and is thankful for the continued support of all the shareholders throughout the Company's journey from its incorporation as a Private Limited Company and thereafter its subsequent conversion into a Public Limited Company and now as a listed Company.

Consequent upon conversion to Public Limited Company, the name of the Company has been changed from Suraksha Diagnostic Private Limited to Suraksha Diagnostic Limited with effect from 16 July 2024. Further, upon the Company being listed, the CIN of the Company has been updated to L85110WB2005PLC102265.

KEY FINANCIAL HIGHLIGHTS (STANDALONE AND CONSOLIDATED)

The key financial highlights of the Company for FY 2024-25 as compared to the preceding FY 2023-24, on a standalone and consolidated basis are summarized below:

Amount (H in lakhs)

Particulars

Standalone

Consolidated

Income

FY 2024-25 FY 2023-24 FY 2024-25 FY 2023-24
Revenue from operations 24,909.54 21,852.47 25,209.27 21,870.85
Other income 438.30 364.76 384.60 355.09

Total income

25,347.84 22,217.23 25,593.87 22,225.94
Less: Total expenses excluding depreciation 17489.04 15612.13 17,923.57 15,743.01
Less: Depreciation and amortisation expense 3,472.83 3,256.70 3,529.77 3,259.80

Total expenses

20,961.87 18,868.83 21,453.34 19,002.81

Profit / (loss): before exceptional items & tax

4,385.97 3,348.40 4,140.53 3,223.13
Less: Exceptional item 77.88 - 77.88

Profit / (loss) before tax

4,385.97 3,270.52 4,140.53 3,145.25
Less: Income tax 1028.61 946.46 1029.38 946.96
Less: Deferred tax 13.36 (114.33) 13.36 (114.33)

Profit / (loss) for the year

3,344.00 2,438.39 3,097.79 2,312.62
Add: Other comprehensive income / (loss) (20.39) (14.36) (20.39) (14.36)

Total comprehensive income / (loss) for the year

3,323.61 2,424.03 3,077.40 2,298.26
Profit / (loss) per share (basic) 6.42 4.57 5.97 4.43
Profit / (loss) per share (diluted) 6.42 4.57 5.97 4.43

Figures in brackets represents negative figures

Note: In compliance with the regulatory requirements set forth by the Ministry of Corporate Affairs (MCA), the Company has transitioned from Indian GAAP (‘IGAAP') to Indian Accounting Standards (Ind AS) starting from the FY 2023-24.

i. Standalone performance

During the financial year, the Company on a standalone basis has reported a total revenue of H 24,909.54 lakhs against H 21,852.47 lakhs in the previous financial year. The profit (after tax) stood at H 3,344.00 lakhs against H 2,438.39 lakhs in the previous financial year.

ii. Consolidated performance

During the financial year, the Company on a consolidated basis has reported total revenue of H 25,209.27 lakhs against H 21,870.85 lakhs in the previous financial year. The profit (after tax) stood at H 3,097.79 lakhs against H 2,312.62 lakhs in the previous financial year.

STATE OF COMPANY'S AFFAIRS AND REVIEW OF OPERATIONS

The Company is one of the largest full-service and integrated diagnostic chain in Eastern India headquartered in Kolkata, by operating income as of FY 2024-25. It offers a one-stop integrated solution for pathology and radiology testing and medical consultation services to the customers through its extensive operational network, consisting of its flagship central reference laboratory, 9 satellite laboratories (co-located with our diagnostic centres) 230 customer touchpoints, 55 diagnostic centres and 171 collection centres (primarily franchised) as on 31 March 2025 across the states of West Bengal, Bihar, Assam and Meghalaya.

Its flagship central reference laboratory holds the College of American Pathologists accreditation (CAP), 9 of its laboratories hold National Accreditation Board for Testing and Calibration Laboratories (‘NABL') and 4 of its advanced diagnostic centres hold National Accreditation Board for Hospitals & Healthcare Providers (‘NABH') accreditations. During FY 2024-25, the Company conducted approximately 66.90 lakhs tests, serving approximately 11.20 lakhs patients. The radiology equipment consists of 26 CT and 14 MRI machines.

The Company offers a comprehensive range of 3300+ tests as on 31 March 2025. In addition to integrated pathology and radiology testing services, it also offers omnichannel medical consultation services via online and offline modes to its customers under a single roof through its diagnostic centres. The doctors at the polyclinics range across specialties and super-specialties such as cardiology, pediatrics, dermatology, rheumatology, oncology and nephrology.

The Company has implemented a cluster based ‘hub and spoke' model which provide greater economies of scale, enables increased consistency in testing procedures and enhances the brand penetration through its ability to serve more customers in remote areas.

Moreover, healthy and cordial relationship with suppliers, patients and employees are fundamental pillars of the Company's growth strategy and together they had made this journey pleasant. People are the most valuable resource and the Company had implemented a strong approach to employee growth and sustainability by ensuring 360 degree improvement in employee's wellbeing by taking care of their mental, social, physical and financial wellness.

Details on the operational and financial performance of the Company are provided in the Management Discussion and Analysis, which is annexed herewith as Annexure - ‘F' and forms a part of this Report.

CHANGE IN THE NATURE OF BUSINESS

During the year, there was no change in the nature of business of the Company and the Company continues to focus on improving its operational efficiencies.

DIVIDEND

In order to conserve the resources of the Company, the Board did not recommend any dividend for the financial year under review. Although, FY 2024-25 was a profitable year for the Company, given that the Company is still in the growth phase, the Board plans to re-invest the profits back into the Company to support its growth objectives and does not recommend any dividend for the financial year ended 31 March 2025.

AMOUNT TRANSFERRED TO RESERVES

During the financial year under review, the Company has not transferred any amount to the general reserve or any other reserve.

*Suraksha Advanced Radiology Private Limited was incorporated during the FY 2024-25 on 18 January 2025, bearing Corporate Identification Number (CIN)- U86905WB2025PTC275806, having registered office at DG-12/1, Action Area 1D, Premises No. 02-0327, New Town, North 24 Parganas, Kolkata-700 156, West Bengal, India.

During the year under review, the Board at its meeting held on 27 March 2025 had approved a strategic investment of an amount not exceeding H 5.19 crore in Fetomat Wellness Private Limited (‘Fetomat'), by way of subscription and purchase of Equity Shares from its existing shareholders. Subsequent to the close of the financial year, the acquisition was completed on 09 April 2025 and consequent to such acquisition, the Company had acquired 63% shareholding of Fetomat as per the terms and conditions of the Share Subscription, Share Purchase and Shareholder's Agreement, thereby making Fetomat a subsidiary of the Company in the FY 2025-26.

Sl. No. Name of the Subsidiary Company

Percentage holding
1. Suraksha Radiology Private Limited 74.00%

2. Suraksha Advanced Radiology Private Limited*

74.00%
3. Suraksha Specialty LLP 99.99%

4. Suraksha Salvia LLP (investment by Suraksha Specialty LLP)

60.00%

5. Asian Institute of Immunology & Rheumatology LLP

60.00%

MATERIAL EVENTS DURING THE YEAR UNDER REVIEW

Initial Public Offering (IPO) of Equity Shares of the Company

The Company has successfully completed its IPO of up to 1,91,89,330 Equity Shares of face value H 2/- each for cash at a price of H 441/- each, aggregating to H 84,624.94 lakhs, comprising of 21,32,148 Equity Shares of face value of H 2/- each aggregating to H 9,402.80 lakhs by Dr. Somnath Chatterjee, 21,32,148 Equity Shares of face value of H 2/- each aggregating to H 9,402.80 lakhs by Ritu Mittal, 21,32,148 Equity Shares of face value of H 2/- each aggregating to H 9,402.80 lakhs by Satish Kumar Verma (whose shares are jointly held with Suman Verma), 1,06,60,737 Equity Shares of face value of H 2/- each aggregating to H 47,013.85 lakhs by OrbiMed Asia II Mauritius Limited (surviving entity pursuant to amalgamation of OrbiMed Asia II Mauritius FDI Investments Limited, the erstwhile shareholder, into OrbiMed Asia II Mauritius Limited on 11 November 2022) 7,99,556 Equity Shares of face value of H 2/- each aggregating to H 3,526.04 lakhs by Munna Lal Kejriwal and 13,32,593 Equity Shares of face value of H 2/- each aggregating to H 5,876.73 lakhs by Santosh Kumar Kejriwal. The issue was opened on Friday, 29 November 2024 and closed on Tuesday, 03 December 2024. The Company successfully completed the IPO process and the Equity Shares of the Company were listed on BSE Limited (‘BSE') and The National Stock Exchange of India Limited (‘NSE') on Friday, 06 December 2024.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has the following subsidiaries as on 31 March 2025. The details are as under:

The Board reviewed the affairs of the subsidiaries and found that there has been no material change in the nature of the business of the subsidiaries. Further, no Company or LLP ceased to be a subsidiary of the Company during FY 2024-25.

There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013.

The financial statements of the subsidiaries have been prepared and consolidated with the Company and forms an integral part of this report. The consolidated financial statements of the Company are prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 read with the Companies (Accounts) Rules, 2014.

The financial statements of its aforesaid subsidiaries are not attached to this report and pursuant to the provisions of Section 136 of the Companies Act, 2013, the Company will make available the said financial statements of the subsidiaries upon a request by any member of the Company. The members desiring the financial statements of the subsidiaries may send their request in writing to the Company at investors@surakshanet.com. The Company has placed separately, the audited accounts of its subsidiaries on its website at www.surakshanet.com in compliance with the provisions of Section 136 of the Companies Act, 2013.

However, pursuant to Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the subsidiaries are attached to the financial statements in Form AOC-1 and is annexed herewith as Annexure- ‘K' and forms a part of this Report.

FINANCIAL STATEMENTS

The financial statements of the Company have been prepared as notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 and Regulation 48 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the FY 2024-25, as applicable to the Company.

The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the financial year ended 31 March 2025.

SHARE CAPITAL

A. The share capital of the Company as on 01 April 2024 was as under:

Sl. No. Particulars

Amt (J)

A. AUTHORISED SHARE CAPITAL

12,20,000 Equity Shares of face value of H 100/- each 12,20,00,000
1,80,000 Compulsory Convertible Preference Shares (CCPS) of face value of H 100/- each 1,80,00,000

Total

14,00,00,000

B. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

6,90,000 Equity Shares of face value of H 100/- each 6,90,00,000
1,62,859 Compulsory Convertible Preference Shares (CCPS) of face value of H 100/- each* 1,62,85,900

Total

8,52,85,900

*Collectively (i)1,26,568 India 2020 Compulsorily Convertible Preference Shares (‘CCPS') of face value of H100/- each and (ii) 36,291 Series A Compulsorily Convertible Cumulative Preference Shares (‘CCPS') of face value of Rs100/- each

into 3,45,00,000 Equity Shares having face value of H 2/- each without altering the aggregate amount of such capital.

b. Issuance of Bonus Shares: On 17 May 2024, shareholders' had approved the issuance of One (1) bonus Equity Share (having a face value of H 2/- each) for every Four (4) Equity Shares held by an equity shareholder of the Company and allotted the same on 03 June 2024 in accordance with Section 63 of the Companies Act, 2013.

Pursuant to the sub-division and the bonus issuance, the issued, subscribed and paid-up equity share capital of the Company stood increased from H 6,90,00,000/- divided into 6,90,000 Equity Shares of face value of H 100/- each to H 8,62,49,994/- divided into 4,31,24,997

Equity Shares of face value of H 2/- each.

B. Changes in issued, subscribed and paid-up share capital during the financial year are as follows:

During FY 2024-25, the changes in issued, subscribed and paid-up equity share capital of the Company were as follows:

a. Sub-division of Equity Share: On 17 May 2024, in accordance with Section 61(1)(d) of the Companies Act, 2013, the shareholders of the Company had approved the sub-division of the Equity Shares of the Company thereby reducing the face value of each Equity Share from 12,20,000 Equity Shares of the Company having face value of H 100/- each in the authorized share capital of the Company to 6,10,00,000 Equity Shares having face value of H 2/- each.

Pursuant to the sub-division, 6,90,000 issued, subscribed and paid-up Equity Shares of the Company having face value of H 100/- each, stood sub-divided

c. Conversion of Compulsorily Convertible Preference Shares (CCPS) into Equity: On 13 November 2024, the Company had converted 1,62,859 outstanding CCPS into 89,55,761 Equity Shares of the Company. The conversion of such CCPS into Equity Shares was on a ratio of One (1) CCPS into 54.99 Equity Shares of face value H 2/- each.

Pursuant to conversion of the CCPS into Equity Shares, the issued equity share capital of the Company stood increased from H 8,62,49,994/- divided into 4,31,24,997 Equity Shares of face value of H 2/- each to H 10,41,61,516/- divided into 5,20,80,758

Equity Shares of face value of H 2/- each, resulting in the issued, subscribed and paid-up preference share capital of the Company being Nil.

Details of issued, subscribed and paid-up Equity Share Capital are as under:

Sl. No. Particulars

No. of Equity Shares Amt (J)

a. Beginning of the financial year 2024-25

6,90,000 Equity Shares of face value of H 100/- each 6,90,00,000

b. Sub-division during the financial year 2024-25

3,45,00,000 Equity Shares of face value of H 2/- each 6,90,00,000

c. Equity Share capital of the Company post bonus issue during the financial year 2024-25 in the ratio 1:4 [One (1) bonus Equity Share having a face value of H 2/- each for every Four (4) Equity Shares]

4,31,24,997 Equity Shares of face value of H 2/- each 8,62,49,994

d. Equity Shares capital post conversion of Compulsorily Convertible Preference Shares (CCPS) on a ratio of One (1) CCPS into 54.99 Equity Shares of face value H 2/- each

5,20,80,758 Equity Shares of face value of H 2/- each 10,41,61,516

C. Details of Equity Shares allotted in Initial Public Offering (IPO) during FY 2024-25 are as under:

Sl. No. Date of allotment

Mode of issue/ allotment No. of Equity Shares allotted Face value per Equity Share (J) Nature of consideration

1. 06 December 2024

Allotment of Equity Shares pursuant to IPO 1,91,89,330 2/- Cash

D. The share capital of the Company as on 31 March 2025 are as under:

Sl. No. Particulars

Amt (J)

A. AUTHORISED SHARE CAPITAL

6,10,00,000 Equity Shares of face value of H 2/- each 12,20,00,000
1,80,000 Compulsory Convertible Preference Shares (‘CCPS') of face value of H 100/- each 1,80,00,000

Total

14,00,00,000

B. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

5,20,80,758 Equity Shares of face value of H 2/- each 10,41,61,516

Total

10,41,61,516

ALTERATION OF MEMORANDUM OF ASSOCIATION (MOA) AND ARTICLES OF ASSOCIATION (AOA) a. ALTERATION OF MOA

During FY 2024-25, the Capital Clause of the MOA was altered, pursuant to approval of the members of the Company, at their Extraordinary General Meeting (EGM) held on 17 May 2024, consequent to the sub-division of Equity Shares of the Company.

Thus, Clause V of the MOA of the Company was amended and substituted with the following new Clause V to reflect the sub-division of the Equity Shares:

‘The Authorized Share Capital of the Company is H 14,00,00,000/- (Rupees Fourteen Crores Only) divided into 6,10,00,000 (Six Crore Ten lakhs) Equity Shares having face value ofH 2/- (Rupees Two Only) each, aggregating to

H 12,20,00,000/- (Rupees Twelve Crore Twenty lakhs Only)

and 1,80,000 (One Lakh Eighty Thousand) Compulsory Convertible Cumulative Preference Shares having face value ofH 100/- (Rupees One Hundred) each aggregating to H 1,80,00,000 (Rupees One Crore Eighty lakhs Only).'

Pursuant to approval of the members of the Company at their EGM held on 05 June 2024, Clause I of the MOA was further amended to reflect the change in name of the Company from "Suraksha Diagnostic Private Limited" to "Suraksha Diagnostic Limited" due to conversion of the Company from a Private Limited Company to a Public Limited Company and references to the Company were accordingly updated in the MOA.

b. ALTERATION OF AOA

During FY 2024-25, pursuant to approval of the members of the Company at their EGM held on 13 May 2024, AOA was amended and adopted by the Company, inter alia, to protect the rights of the investors viz. True North Credit Opportunities Fund I to whom the shares of the promoters and their relatives were pledged and a non-disposal undertaking (‘NDU') had been created by way of pledge of shares.

Further, in order to have enabling provisions in the AOA, for capitalisation of the profits or reserves for issuing fully paid bonus shares to its members, the Company was required to alter its AOA, accordingly necessary amendments were made in the AOA to that extent.

In relation to the IPO and consequent listing of Equity Shares of the Company on Stock Exchanges viz BSE Limited (‘BSE') and the National Stock Exchange of India Limited (‘NSE'), the AOA of the Company were further amended in accordance with listing requirements in the EGM held on 22 July 2024.

Part A of AOA conformed to the requirements and directions of relevant stock exchanges on which the Equity Shares of the Company were proposed to be listed and contained such other articles as required by public and a listed Company under applicable laws (including the applicable provisions of the Companies Act, 2013 and the applicable rules and regulations notified thereunder, each as amended) in order to undertake the proposed offer.

Further, Part B of AOA, pertained to the investor specified Articles, pursuant to the Second Amendment Agreement dated 20 July 2024 to the Shareholders' Agreement dated 05 December 2016 (‘Original Agreement') entered amongst Company, Orbimed Asia II Mauritius Limited (‘Orbimed') and person listed in Schedule I (‘Other Shareholders') in Original Agreement , certain clauses of the AOA was required to be amended to adequately reflect the provisions of the Second Amendment Agreement in order to align part of the AOA with the proposed IPO plan of Company.

However, in order to retain certain provisions of the investor related restrictions (entrenchment provisions), the AOA prior to amendment were retained and renamed as Part B and a new set of Articles titled Part A was added such that Part A and Part B would co-exist together till filing of Red Herring Prospectus with the Registrar of Companies and upon filing of the same, Part B would automatically stand deleted without any further action in this regard.

With effect from the date of filling of Red Herring Prospectus of the Company with Registrar of Companies, i.e. 25 November 2024, Part A of the AOA continues to be effective and Part B has become ineffective.

EMPLOYEE STOCK OPTION PLAN (‘ESOP')

The Company has Employee Stock Option Plan namely, Suraksha Employee Stock Option Scheme, 2024 (‘ESOP 2024'/ ‘Scheme'). The said ESOP 2024 is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (hereinafter referred to as ‘SEBI SBEB & SE Regulations') and have also been ratified post listing of shares by the shareholders through Postal Ballot, on 08 February 2025. The Nomination and Remuneration Committee of the Board of Directors of the

Company, inter alia, administers and monitors the ESOP 2024 of the Company.

During the year under review, the Nomination and Remuneration Committee at its meeting held on 15 November 2024, have granted 2,08,164 (Two Lakhs Eight Thousand One Hundred and Sixty Four) options exercisable into not more than 2,08,164 (Two Lakhs Eight Thousand One Hundred and Sixty Four) Equity Shares of the Company of face value of H 2/- each fully paid-up, under the ESOP 2024, to the option grantees.

M/s Manish Ghia & Associates (Unique ID: P2006MH007100; Peer Review: 822/2020), Practicing Company Secretaries, the Secretarial Auditors of the Company has provided a Certificate stating that the aforesaid ESOP 2024 has been implemented in accordance with SEBI SBEB & SE Regulations. The disclosures as required under Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of SEBI SBEB & SE Regulations are available on the website of the Company at https://www.surakshanet.com/pdf/investor/Suraksha-ESOP%20 Policy.pdf.

DEPOSITS

The Company has not accepted or renewed any deposit as covered under Section 73 and Section 76 of the Companies Act, 2013 from its members or public or others during FY 2024-25. Further, no amount on account of principal or interest on deposits from the public was outstanding as on 31 March 2025.

Note: Disclosure pursuant to Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014: No declaration is required as the Company has not received any monies from the Directors during the financial year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information related to the conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - ‘A' and forms a part of this Report.

CORPORATE GOVERNANCE

The Company's philosophy on Corporate Governance aims to attain the highest level of transparency and accountability towards safeguarding and adding value to the interests of various stakeholders. The Company has been committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the overall benefit of all the stakeholders. The Company has implemented all the stipulations as specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the requirements set out by Securities Exchange Board of India ('SEBI'). The Company strives to undertake best Corporate Governance practices for enhancing and meeting stakeholders' expectations while continuing to comply with the mandatory provisions of Corporate Governance under the applicable framework of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has given its deliberations to provide all the information in the Directors' Report and the Corporate Governance Report as per the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and the Listing Agreement entered into by the Company with the Stock Exchanges.

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the applicable Regulations as issued by SEBI and as amended from time to time, a Report on Corporate Governance along with a Certificate from M/s Manish Ghia & Associates (Unique ID: P2006MH007100; Peer Review: 822/2020), Practicing Company Secretaries, regarding compliance of conditions of Corporate Governance is annexed herewith as Annexure - 'B' & 'C' respectively and forms a part of this Report.

The certification by Chief Executive Officer (‘CEO') and Chief Financial Officer (‘CFO') as per Regulation 17(8) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure - 'D' and forms a part of this Report.

CODE OF CONDUCT

The Board of Directors has adopted a code of conduct and business principles for all the Board members including Executive/Non-Executive Directors, Senior Management and all the employees of the Company for conducting business in an ethical, efficient and transparent manner so as to meet its obligations to its shareholders and all other stakeholders and the same has also been placed on the Company's website at https://www.surakshanet.com/pdf/investor/Code%20 of%20Conduct%20for%20Directors%20and%20Senior%20 Management.pdf.

The Board members and Senior Management have affirmed their compliance with the Code and pursuant to Regulation 26(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a declaration signed by the Joint Managing Director & CEO to this effect is annexed herewith as Annexure - ‘E' and forms a part of this Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, Management Discussion and Analysis with detailed review of the operations, state of affairs, performance and outlook of the Company for the reporting year is annexed herewith as Annexure - 'F' and forms a part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Since the Company got listed on 06 December 2024 and the Company has not been in the list of top 1000 listed entities based on market capitalisation as on 31 December 2024, Business Responsibility and Sustainability Reporting (‘BRSR') is not applicable to the Company for FY 2024-25.

Details of the cessation, appointment or re-appointment of the Directors are provided in the Corporate Governance Report and is annexed herewith as Annexure - ‘B' and forms a part of this Report.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than the sitting fee and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company. During the year under review, none of the Independent Directors resigned from the Board of the Company.

Based on the written representations received from the Directors, none of the above Directors are disqualified under Section 164 (2) of the Companies Act, 2013 and are also not debarred by SEBI or any other statutory authority for holding office of a

Sl.

Name of the Directors Designation No.

1. Dr. Somnath Chairperson & Joint Managing Chatterjee Director

2. Ritu Mittal Joint Managing Director & Chief Executive Officer

3. Satish Kumar Verma Non-Executive - Non Independent Director

4. Arun Sadhanandham Non-Executive - Nominee Director

5. Pradip Kumar Dutta Non-Executive - Independent Director

6. Ishani Ray Non-Executive - Independent Director

7. Siddhartha Roy Non-Executive - Independent Director

8. Dharam Chand Non-Executive - Independent Dharewa Director

DIRECTORS, KEY MANAGERIAL PERSONNEL (‘KMP') AND SENIOR MANAGEMENT PERSONNEL (‘SMP')

The Board is central to the Company's corporate governance framework and remains committed to upholding sound governance practices. It plays an essential role in overseeing management to ensure that the interests of members and other stakeholders are addressed in both short and in long term.

The Company has an appropriate mix of Executive and Non-Executive Directors including Independent Directors. The constitution of the Board of the Company is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on 31 March 2025, the Board of Directors of the Company comprised of Eight (8) Directors, consisting of Four (4) Independent Directors, Two (2) Executive, One (1) Nominee Director and One (1) Non-Executive Non-Independent Director. Two (2) Executive Directors and One (1) Non-Executive Non-Independent Director are also the promoters of the Company. The Independent Directors are all eminent individuals with proven track records. The respective skills and detailed background for the Independent Directors are covered in the Corporate Governance Report and is annexed herewith asAnnexure - ‘B' and forms a part of this Report.

List of Directors on the Board of the Company as on 31 March 2025 are as under:

Director. The Directors have also made necessary disclosures as required under provisions of Section 184(1) of the Companies Act, 2013. As required by Regulation 34(3) read with Schedule V Para C Clause 10(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Certificate from M/s Manish Ghia & Associates (Unique ID: P2006MH007100; Peer Review: 822/2020), Practicing Company Secretaries, that none of the Directors on the Board of the Company for the financial year under review have been debarred or disqualified from being appointed or continuing as Directors of the Company, by SEBI, MCA or any such statutory authorities, is annexed herewith as Annexure - ‘H' and forms a part of this Report.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and all other applicable provisions and Articles of Association of the Company, Dr. Somnath Chatterjee (DIN: 00137075), Joint Managing Director of the Company and Ritu Mittal (DIN: 00165886), Joint Managing Director of the Company retires by rotation at the ensuing 20th AGM and being eligible has offered themselves for re-appointment. In compliance with Secretarial Standards - 2 on General Meeting (‘SS-2') issued by the Institute of Company Secretaries of India (‘ICSI'), the brief resume, expertise and other details of Dr. Somnath Chatterjee and Ritu Mittal is given in the notice convening the AGM. Based on the recommendations of the Nomination and Remuneration Committee, the Board recommends their re-appointment at the ensuing AGM.

Appointment and resignation of whole-time Key Managerial Personnel (KMP)

In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the KMPs of the Company as on 31 March 2025:

1. Mamta Jain was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 15 April 2024.

2. Amit Saraf was appointed as the CFO of the Company w.e.f. 03 June 2024 and had resigned from the office of CFO of the Company w.e.f. 15 February 2025 (closing of business hours) due to his personal reasons.

3. K S Ravindra was appointed as the CFO of the Company w.e.f. 01 March 2025 who would also act as a Group CFO.

In terms of Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the KMP's of the Company as on 31 March 2025 are as under:

1. Dr. Somnath Chatterjee (DIN: 00137075)- Chairman & Joint Managing Director

2. Ritu Mittal (DIN: 00165886) - Joint Managing Director & CEO

3. K S Ravindra - Group CFO (w.e.f. 01 March 2025)

4. Mamta Jain- Company Secretary & Compliance Officer (w.e.f. 15 April 2024)

Appointment and resignation of Senior Management Personnel (SMP)

The details of the SMP's of the Company are as under:

1. Niren Kaul- Chief Sales Operations

2. Bhaskar Ghoshal - Chief Operating Officer (who resigned w.e.f. 12 December 2024- closing of business hours, due to his personal reasons)

3. Sangeeta Chakraborty- General Manager – Operations

4. Balgopal Jhunjhunwala - General Manager – Finance re-designated as Regional Business Head w.e.f. 01 January 2025

All the members of the Board of Directors and Senior Management Personnel affirmed compliance for FY 2024-25 as per the Company's Code of Conduct for Directors and Senior Management Policy.

Disclosures and Declaration by Independent Directors

The Company has received disclosures and declarations from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and have confirmed that they fulfill the criteria of independence as prescribed under Section 149(6) of the of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and have also confirmed:

1. That they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgment and without any external influence;

2. That they have complied with the Code of Conduct of Independent Directors prescribed under Schedule IV of the Companies Act, 2013; and

3. That they have duly registered their names in the Independent Directors' databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 including any amendments thereto and are independent of the management of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and ability, hereby confirm that:

1. In preparation of the annual accounts, applicable accounting standards had been followed along with proper explanation related to material departures;

2. Appropriate accounting policies have been selected and applied consistently and judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31 March 2025 and of the profit of the Company for the financial year ended on 31 March 2025;

3. Proper and sufficient care has been taken 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;

4. The annual accounts have been prepared on a going concern basis;

5. The Directors have laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the internal financial control framework and audit procedure compliance system is established and maintained by the Company. The Board of Directors are of the opinion that the Company's internal financial controls were adequate and effective during the FY 2024-25.

AUDITORS AND THEIR REPORTS i. Statutory Auditor and Statutory Auditor's Report

M/s M S K A & Associates (Firm Reg No.: 105047W), Chartered Accountants, were appointed as the Statutory Auditors of the Company at 18th AGM of the Company held on 06 March 2024, for the period of Five (5) years and would continue to hold the office of Statutory Auditor till the conclusion of the 23rd AGM of the Company to be held for the FY 2027-28.

The observations, if any, made by the Statutory Auditors in their Audit Reports (standalone and consolidated), along with the notes to accounts annexed thereto, are self-explanatory and do not require any further clarification. The Audit Reports do not contain any qualifications, reservations, or disclaimers.

However, under the "Other Legal and Regulatory Requirements" section of the Audit Reports (standalone and consolidated), the Auditors have noted that the Company used accounting software for maintaining its books of accounts during the financial year under review in which the audit trail feature was not enabled and operational, throughout the year for all transactions recorded in the said software. The Company shall address the same in the next financial year.

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, the Statutory Auditors has not reported any incident of fraud during the year under review.

ii. Cost Auditor and Cost Auditor's Report

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly, such accounts and records are made and maintained by the Company.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors in its meeting held on 16 July

2024, based on the recommendation of Audit Committee, had re-appointed M/s. S. Chhaparia & Associates, (Firm Reg No.: 101591), Cost and Management Accountants, as the Cost Auditor to conduct the audit of the cost account records of the Company for the FY 2024-25 for all the applicable products. The shareholders of the Company, at their 19th AGM held on 18 July 2024, had ratified the remuneration payable to the Cost Auditors in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

The Company has prepared and maintained cost accounts and records for the FY 2024-25, as per sub-section (1) of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, based on the recommendation of the Audit Committee, the Board of Directors in their meeting held on 28 May 2025, had re-appointed M/s. S. Chhaparia & Associates, (Firm Reg. no.: 101591), Cost and Management Accountants, as Cost Auditors to conduct the audit of the cost account records of the Company for FY 2025-26 for all applicable products. The Company has received from them a consent letter and confirmation of eligibility for their re-appointment as the Cost Auditors of the Company for FY 2025-26.

The remuneration payable to the Cost Auditors is required to be ratified by the shareholders in the ensuing 20th AGM in terms of Rule 14 of the Companies (Audit & Auditors) Rules, 2014.

iii. Secretarial Auditor and Secretarial Auditor's Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board of Directors had appointed M/s Manish Ghia & Associates (Unique ID: P2006MH007100; Peer Review: 822/2020), Practicing Company Secretaries, as the Secretarial Auditor to conduct the secretarial audit of the Company for FY 2024-2025.

The Secretarial Audit Report in the prescribed Form No. MR-3 is attached as Annexure- 'G' and forms a part of this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimer. Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud during the year under review.

Pursuant to Circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated

08 February 2019, issued by SEBI, the Company has obtained Annual Secretarial Compliance Report for FY 2024-25 from M/s Manish Ghia & Associates (Unique ID: P2006MH007100; Peer Review: 822/2020), Practicing Company Secretaries, on compliance of all applicable SEBI Regulations and Circulars / guidelines issued thereunder and the copy of the same has been submitted to the Stock Exchanges on 29 May 2025.

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, which came into effect on 12 December 2024 and based on the recommendation of the Audit Committee, the Board of Directors in their meeting held on 28 May 2025 had appointed M/s Pramod Agarwal & Co. (Firm Reg no: S2002WB057700; Peer Review: 977/2020), Practicing Company Secretaries, as the Secretarial Auditor of the Company, for a continuous term of Five (5) financial years commencing from FY 2025–26 upto FY 2029–30, to conduct the secretarial audit of the Company and issue the Secretarial Audit Report for the said periods. The Company has received from them consent letter and confirmation of eligibility for their appointment as the Secretarial Auditor of the Company.

The appointment of the Secretarial Auditor is required to be approved by the shareholders in the ensuing AGM.

iv. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board of Directors at its meeting held on 16 July 2024, based on the recommendation of Audit Committee, had appointed M/s. Bihani Rashmi & Co. (Firm Reg no. 328058E), Chartered Accountants, as the Internal Auditor, of the Company to conduct the internal audit of the Company for FY 2024-25.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, based on the recommendation of Audit Committee, the Board of Directors at their meeting held on 28 May 2025 had re-appointed M/s. Bihani Rashmi & Co. (Firm Reg no. 328058E), Chartered Accountants as the Internal Auditor of the Company to conduct the internal audit of the Company for FY 2025-26.

CORPORATE SOCIAL RESPONSIBILITY

The Company has been carrying out Corporate Social Responsibility (CSR) activities under the applicable provisions of Section 135 read with Schedule VII of the Companies Act, 2013, as amended from time to time and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Company has adopted a CSR Policy which provides a broad framework with regard to implementation of CSR activities carried out by the Company. The CSR Policy formulated by the Company is available on the Company's website at https://www.surakshanet.com/pdf/ investor/CSR%20Policy.pdf

The Annual Report on CSR , as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - ‘I' and forms part of this Report.

PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as

Two (2) meetings of Internal Committee were held during FY 2024-25.

The details of complaints in terms of PoSH is given below:

a. No. of complaints received during FY 2024-25: Nil

Sl. No. Name

Designation

1. 2. Sangeeta Chakraborty

Presiding Officer (Senior lady employee) Member
Pradipta Kanungo (External member)

3. Niren Kaul

Member (Senior male employee)

4. Anindita Brahma

Member (Senior lady employee)

amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limit set out in the said Rules are provided and is annexed herewith as Annexure - ‘J' and forms a part of this Report. Pursuant to Section 136(1) of the Companies Act, 2013, the Directors' Report excludes the information on employees' particulars mentioned in Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the said information is available for inspection at the registered office of the Company and any member interested in inspecting the same may also write to the Company Secretary in advance on investors@surakshanet.com.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has been committed to create and provide an environment that is free from any kind of discrimination and harassment including sexual harassment. The Company has formulated and adopted an anti-sexual harassment policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘PoSH') and Rules made thereunder provides a mechanism for the resolution, settlements or prosecution of acts or instances of sexual harassment at workplace and ensures that all employees are treated with respect and dignity. The PoSH Policy is also placed on the Company's website at https://www.surakshanet.com/pdf/investor/POSH%20 Policy03-04-2025.pdf .

All categories of employees of the Company, including permanent management and workmen, temporaries, apprentice/trainees and employees on contract at their workplace or at clients' sites are covered under this Policy. During the year under review, no complaints with allegations of sexual harassment were received by the Company.

The Company has complied with provisions relating to the constitution of Internal Committee under PoSH to redress complaints of sexual harassment.

While maintaining the highest governance norms, the Company has appointed the following members to the Internal Committee: b. No. of complaints disposed off during FY 2024-25: Nil c. No. of complaints pending as on end of FY 2024-25: Nil

WEBSITE

The Company has developed and maintained its fully functional website: www.surakshanet.com which has been designed to exhibit the detailed information on the Company's business. The website carries a comprehensive database of information of the Company from investor's perspective too. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of investors' interest / knowledge has been duly provided on the website of the Company.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Company has adopted a code of conduct under Regulation 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, to regulate, monitor and report trading by designated persons and procedures to be followed and disclosures to be made, while dealing in the securities of the Company. The Board of Directors has duly approved and adopted a Policy on Code of Conduct for Insider Trading and UPSI (as amended from time to time) .

The Policy is applicable to all Directors, KMPs, SMPs, employees, designated persons along with their immediate relatives and other connected persons of the Company. The said Policy is available on the Company's website at https://www.surakshanet.com/pdf/ investor/Code-of-Conduct-for-Insider-Trading-&-UPSI.pdf.

The trading window closure(s) are intimated in advance to all the designated persons and during this period, Directors, KMPs, SMPs, employees, designated person, their immediate relatives and other connected persons of the Company are not permitted to trade in the securities of the Company.

The Company is maintaining a Structured Digital Database (SDD) as required under Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015. After listing, internal trainings and awareness programmes were conducted to make the employees familiar with the said Policy.

DISCLOSURES UNDER APPLICABLE PROVISIONS OF COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 i. Particulars of contract or arrangements with related parties

The Company has formulated a Policy on related party transactions in accordance with the provisions of Section 188 of the Companies Act, 2013 and Rules made thereunder read with Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, which has been approved by the Board of Directors and the same is available on the website of the Company at https://www.surakshanet.com/pdf/investor/ Related%20Party%20Transaction%20Policy10-02-2025.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties.

None of the contract or arrangement or transaction with any of the related parties were in conflict with the interest of the Company. There were no material related party transactions by the Company during the year under review. Since all the transactions with related parties during the year were on arm's length basis and in the ordinary course of business, hence, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company for FY 2024-25.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the accounts in the audited (standalone and consolidated) financial statement and forms part of this Report.

Prior omnibus approval of the Audit Committee was obtained on an annual basis for transaction with related parties considering repetitiveness of the transactions (in past or in future); justification for the need of omnibus approval and transaction made on arm's length basis i.e. at market price. The transactions entered pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties were placed before the Audit Committee for their review on a periodic basis.

Pursuant to Regulation 23(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the Company has timely filed the reports on related party transactions with the Stock Exchanges.

ii. Number of meetings of Board of Directors

The Board of Directors met Sixteen (16) times during FY 2024-25. In accordance with Section 175 of the Companies Act, 2013, Three (3) resolutions were passed by circulation on 12 November 2024, 13 November 2024 and 20 November 2024 respectively. The intervening gap between the two board meetings was within the period prescribed under the Companies Act, 2013. In terms of the requirement of Secretarial Standard-1 on board meetings (SS-1) issued by the Institute of Company Secretaries of India (ICSI) on the meetings of the Board of Directors, it is confirmed that the Company has complied with applicable secretarial standard. Video conferencing facilities were provided to enable active participation by Directors who were unable to attend the meetings in person. The details of the board meeting and attendance of the Directors are provided in the Corporate Governance Report and is annexed herewith as Annexure - ‘B' and forms a part of this Report.

iii. Composition of Audit Committee

The Board has constituted an Audit Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Details of the Committee along with their charters, composition and meetings held during the year are given in the Corporate Governance Report and is annexed herewith as Annexure - ‘B' and forms a part of this Report.

There were no such instances where the recommendation of Audit Committee has not been accepted by the Board during the financial year under review.

iv. Nomination and Remuneration Committee

The Board has constituted a Nomination and Remuneration Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year, all recommendations made by the Committee were approved by the Board.

Details of the Committee along with their charters, composition and meetings held during the year are given in the Corporate Governance Report and is annexed herewith as Annexure - ‘B' and forms a part of this Report.

v. Stakeholders' Relationship Committee

The Board has constituted a Stakeholders' Relationship Committee under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Details of the Committee along with their charters, composition and meetings held during the year are given in the Corporate Governance Report and is annexed herewith as Annexure - ‘B' and forms a part of this Report.

vi. Corporate Social Responsibility Committee

The Board has a Corporate Social Responsibility Committee under the applicable provisions of the Companies Act, 2013.

Details of the Committee along with their charters, composition and meetings held during the year are given in the Corporate Governance Report and is annexed herewith as Annexure - ‘B' and forms a part of this Report.

vii. Management and Finance Committee

The Board has constituted a Management and Finance Committee to carry out the powers as delegated to it from time to time.

Details of the Committee along with their charters, composition and meetings held during the year are given in the Corporate Governance Report as annexed herewith as Annexure - ‘B' and forms a part of this Report.

viii. IPO Committee

As the Company came up with the Initial Public Offering (IPO) during the financial year under review, the Board has constituted a IPO Committee to oversee the execution of the Company's IPO process.

Details of the Committee along with their charters, composition and meetings held during the year are given in the Corporate Governance Report and is annexed herewith as Annexure - ‘B' and forms a part of this Report.

ix. Committee of Independent Directors in connection with Initial Public Offering (IPO)

Pursuant to the requirement of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Board had constituted the Committee of Independent Directors to provide a recommendation on the price band in connection with the offer in the IPO.

Details of the Committee along with their charters, composition and meetings held during the year are given in the Corporate Governance Report and is annexed herewith as Annexure - ‘B' and forms a part of this Report.

x. Risk management

The Company has well defined risk management framework in place comprising of regular audits and checks for identifying, assessing, mitigating, monitoring and reporting risks associated with the business of the Company. Major risks as identified are systematically addressed by the concerned process owners through risk mitigation actions on a continuous basis.

xi. Extracts of Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 and amendments thereof and in compliance of the Companies (Amendment) Act, 2017, effective 28 August 2020, a copy of draft Annual Return in MGT-7 for FY 2024-25 is placed on the Company's website at https://www.surakshanet.com/pdf/investor/Suraksha%20 Draft%20MGT-7%20FY%202024-25.pdf.

This Annual Return is subject to changes / alterations/ modifications as may be required subsequent to the adoption of the Directors' Report by the shareholders at the ensuing AGM and on receipt of Certificate from a Practicing Company Secretary which the shareholders agree. A copy of the final Annual Return shall be filed with the Ministry of Corporate Affairs (‘MCA') and the same shall be furnished on the website of the Company.

xii. Internal financial controls and their adequacy

The Company has in place adequate internal financial controls system as required under Section 134(5)(e) of the Companies Act, 2013. The system covers all major processes including operations to ensure reliability of financial reporting, compliance with policies, procedures, laws and regulations, safeguarding of assets and economical and efficient use of resources. During the year under review, such controls were tested with reference to financial statements and no reportable material weakness in the formulation or operations were observed.

During the year under review, no material or serious observation has been received from the Auditors of the Company citing inefficiency or inadequacy of such controls. An extensive internal audit was carried out by M/s. Bihani Rashmi & Co., Chartered Accountants (Firm Regn no. 328058E) and post audit, reviews were also carried out to ensure follow up on the observations made.

xiii. Disclosure relating to material deviations / variations

As per Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, there are no material deviations/variances noted in the Company. Further, the Company has not made any right issue, preferential issue of shares with differential voting rights or sweat equity shares during the year under review. No buy back of the shares was undertaken by the Company during the year under review. No amount or shares were required to be transferred to the Investor Education and Protection Fund.

xiv. Loans, Guarantees and Investments

During the year under review, the Company has been investing and deploying its surplus funds within the overall limit as applicable to the Company in terms of Section 134(3) (g), 179 and 186 of the Companies Act, 2013.

The Company makes investments or extends loans to its subsidiaries for their business purpose. The particulars of all such loans, guarantees and investments are entered into the register maintained by the Company for the purpose and details of the same are appended in notes to the financial statements forming a part of the Annual Report.

xv. Material changes and commitments, if any, affecting the financial position between the end of the financial year and date of the report

There are no material changes and commitments affecting the financial position of the Company which had occurred between the end of the financial year and the date of this Report, except as stated in this Report.

xvi. Evaluation of the Board's performance

Pursuant to the provisions of Section 134, 178 and Schedule IV of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board continues to adopt formal mechanism for evaluating its own performance as well as that of its Committees and individual Directors. The exercise has been carried out through a structured evaluation process, covering various aspects of the functioning of the board, such as composition of the Board and Committees, effectiveness of board process, information, experience and competencies, performance of specific duties and obligations, governance issues etc. A separate exercise was carried out to evaluate the performance of individual Directors on the basis of questionnaire containing criteria such as level of participation by individual Directors, independent judgement, understanding of the Company's business etc.

The evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated and that of the Non-Independent Directors were carried out by the Independent Directors in their separate meeting held on 08 February 2025.

The outcome of the performance evaluation as carried out on the basis of the above mechanism was discussed in the Nomination and Remuneration Committee meeting and in the meeting of Board of Directors held 27 May 2025 and 28 May 2025 respectively. The board and the committee noted the performance to be satisfactory and it also reflected the commitment of the Board members and its Committees to the Company.

xvii. Policy for appointment of Directors and their remuneration

The Company on recommendation of its Nomination and Remuneration Committee has laid down a Nomination and Remuneration Policy, in compliance with Section 178(3) of the Companies Act, 2013 read with the Rules made therein and Regulation 19(4) read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Listing Agreement entered into by the Company with the Stock Exchanges as amended from time to time.

The Nomination and Remuneration Policy of the Company provides roles and responsibilities of the Nomination and Remuneration Committee and the criteria for evaluation of the Board and compensation to the Directors and senior management. The potential independent Board member is also assessed on the basis of independence criteria defined under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This Policy is formulated to provide a framework and set standards in relation to the following and details on the same are given in the Corporate Governance Report and is annexed herewith as Annexure – ‘B' and forms a part of this Report:

a. Criteria for appointment and removal of Directors, Key

Managerial Personnel (KMP) and Senior Management Personnel (SMP) of the Company;

b. Remuneration in any form payable to

Directors, KMPs and SMPs;

c. Evaluation of the performance of the Directors;

d. Criteria for determining qualifications, positive attributes and independence of a Director.

The Company affirms that the remuneration and sitting fees paid to the Directors are as per the terms laid out in the Nomination and Remuneration Policy of the Company. The Policy is also available on the website of the Company at www.surakshanet.com/pdf/investor/Nomination%20And%20 Remuneration%20Policy.pdf.

xviii. Vigil Mechanism/Whistle Blow Policy

Pursuant to Section 177 (9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/Whistle Blow Policy for Directors and employees to report genuine concerns to the management, instances of unethical behaviour, actual or suspected fraud or violation of the Company's Vigil Mechanism/Whistle Blow Policy. This Policy enables the employees or other connected person having interest in any transactions with the Company to report any unethical or improper practices noticed in the organisation. The

Company strongly follows the conduct of its affairs in a fair and transparent manner by adopting of highest standards of professionalism, honesty, integrity and ethical behaviour and accordingly as per the requirement of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed its Vigil Mechanism/Whistle Blow Policy to enable all the employees and the Directors to report any violation of the code of ethics as stipulated in the said Policy. The Policy also provides access to the Chairperson of the Audit Committee under certain circumstances. The Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct, to open communication and to provide necessary safeguards for protection of Directors or employees or any other person who avails the mechanism from reprisals or victimisation, for whistle blowing in good faith.

No complaints were received by the Company under the said Policy during FY 2024-25. Details of establishment of the Vigil Mechanism/Whistle Blow Policy is available on the Company's website at https://www.surakshanet.com/ pdf/investor/Vigil%20Mechanism%20Policy.pdf set out in the Corporate Governance Report as annexed herewith as Annexure – ‘B' and forms a part of this Report

SECRETARIAL STANDARDS

The Company follows the applicable Secretarial Standards (‘SS') of issued by the Institute of Company Secretaries of India as approved by the Central Government under Section 118(10) of the Companies Act, 2013, for convening and conducting the meeting of the Board of Director, general meetings and other matters related thereto and have devised proper systems to ensure the compliance of all applicable standards.

INDUSTRIAL RELATIONS

The industrial relation during FY 2024-25 had been cordial. The Board of Directors take on record the committed support received from its dealers, suppliers, customers and crucial efforts made by the senior management employees and workers towards overall growth and development of the Company.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING COMPANY'S GOING CONCERN STATUS AND OPERATIONS IN THE FUTURE

There has been no significant material order passed by the regulators, courts or tribunals impacting Company's going concern status and operations in future. During the year under review, no application was made by the Company under the Insolvency and Bankruptcy Code, 2016 neither any proceeding was pending before tribunal or any other authorities under the said Code. There was no instance of one-time settlement with any bank or financial institution.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, the Company was not required to obtain this valuation report.

GREEN INITIATIVES

In commitment to keep in line with the green initiatives and going beyond it, electronic copy of the Notice of the 20th AGM of the Company along with the Annual Report for the FY 2024-25 are being sent to all members whose e-mail Id addresses are registered with the Company/Registerar and Share Transfer Agent (‘RTA')/Depository Participant(s) (‘DPs')/Depositories.

ACKNOWLEDGEMENT

The Directors would like to express their earnest appreciation for the assistance and co-operation received by the Company from its various stakeholders, financial institutions, banks, government authorities, vendors, business associates and also acknowledge with gratitude, the support extended by all. The Directors wish to place on record their deep sense of appreciation to all the employees at different levels for their continued dedication, hard work and contribution during the financial year under review.

Registered Office:

12/1, Premises No. 02-0327
DG Block, Action Area 1D
New Town, Kolkata-700 156
West Bengal, India

 

Date: 28 May 2025

Place: Kolkata

 

By order of the Board of Directors

For Suraksha Diagnostic Limited

 

Sd/-

Dr. Somnath Chatterjee

Chairman & Joint Managing Director
DIN:00137075

   

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