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.

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:

*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.

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.

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

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.

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 of H 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 of H 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.

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 as Annexure - ‘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:

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

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 o1
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

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:

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

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: By order of the Board of Directors

12/1, Premises No. 02-0327 For Suraksha Diagnostic Limited

DG Block, Action Area 1D
New Town, Kolkata-700 156
West Bengal, India

Sd/-

Dr. Somnath Chatterjee

Date: 28 May 2025 Chairman & Joint Managing Director

Place: Kolkata DIN:00137075