The Directors of the Company have pleasure in presenting the 17th Annual Report along with the audited statements of accounts of your Company for the financial year ended 31st March, 2026.
[The amounts appearing in the report have been rounded off to Lakhs except No. of shares and EPS in accordance with the Financial Statements]
FINANCIAL RESULTS:
The audited financial statements of the Company as on March 31, 2026 are prepared in accordance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 ("Act").
The Financial highlight is depicted below:
(Rs. In Lakhs)
|
Particulars
|
2025-26
|
2024-25
|
| |
Current Year (Rs.)
|
Previous Year (Rs.)
|
|
Revenue from Operations
|
364.88
|
354.84
|
|
Other Income
|
236.90
|
299.17
|
|
Total Revenue
|
601.78
|
654.01
|
|
Total Expenditure
|
189.28
|
168.86
|
|
Profit/(Loss) before Prior Period Items & tax
|
412.50
|
485.15
|
|
Less: Prior period Items
|
-
|
-
|
|
Profit/(Loss) Before Tax
|
412.50
|
485.15
|
|
Less: Current Year
|
(68.00)
|
(93.00)
|
|
Earlier Year
|
1.03
|
(8.00)
|
|
Deferred tax
|
1.29
|
0.50
|
|
Profit/(Loss) after Tax
|
346.82
|
384.64
|
|
Earnings Per Share (Basic/Diluted)
|
6.09
|
7.34
|
|
No. of shares used in computing EPS
|
56,95,000
|
56,95,000
|
REVIEW OF OPERATIONS
During the year under review company has total revenue of Rs. 601.78 Lakhs as against the previous year revenue of Rs. 654.01 Lakhs which shows decrease of 8.00% in comparison with
the previous year. The Company reported a Profit of Rs. 346.82 Lakhs for the financial year 2025¬ 26 as compared to profit of Rs. 384.64 Lakhs in the previous financial year.
STATE OF COMPANY’S AFFAIRS
• BUSINESS OPERATIONS
Company operates as a technology-led, hybrid education firm, specializing in financial literacy. With diversified offerings—online/live sessions, digital modules, offline seminars, and certification courses—the company partners with regulatory bodies and colleges to scale industry-driven skill training.
There is no change in the nature of the business of the Company during the year under review.
The Company continued its mission to enhance financial literacy and empowerment by providing structured training, consultancy, and upskilling programs tailored to the evolving needs of individuals and institutions in the financial ecosystem. Our target audience includes students, fresh graduates, homemakers, and aspiring retail investors seeking knowledge in financial planning, stock market fundamentals, trading strategies, and wealth management.
• FUTURE OUTLOOK
Looking ahead, company aims to consolidate its leadership position in the financial education space through strategic partnerships, product innovation, and technology integration. The Company plans to:
• Expand its geographic presence by entering new cities and regions;
• Introduce advanced programs in fintech, personal finance, and capital markets;
• Strengthen collaborations with regulatory authorities, universities, and financial institutions;
• Leverage data analytics and AI to personalize learning journeys and outcomes;
• Launch multilingual content to reach underrepresented and regional audiences.
With a strong foundation laid in FY 2024-25 and a robust roadmap ahead, the Company remains committed to delivering long-term value to its shareholders while continuing to contribute to India’s vision of a financially literate and empowered population.
TRANSFER TO RESERVES
The Board of Directors have decided to retain the entire amount of profit for F.Y. 2025-26 in the in the profit and loss account and not to transfer any amount to the reserves for the year under review.
CAPITAL STRUCTURE
• Authorised Capital:
There was no change in the Authorised Share Capital of the Company during the year under review. It continues to stand at 700.00 /- lakhs Divided into 70,00,000 Equity Shares of Rs. 10/- each.
• Issued, Subscribed and Paid-up Capital:
The paid-up equity share capital of the Company as on March 31, 2026, stood at Rs. 569.50/- lakhs Representing 56,95,000 equity shares of Rs. 10/- each. During the year, the Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity.
UTILIZATION OF IPO PROCEEDS
The Company had raised ^388.00 lakhs through the Fresh Issue of Equity Shares in its Initial Public Offering (IPO) during FY 2024-25. The Board of Directors confirms that the proceeds from the Fresh Issue have been utilized during the year strictly in accordance with the objects stated in the Prospectus of the IPO. There has been no deviation or variation in the utilization of funds as compared to the stated objects.
Further, the Statutory Auditors of the Company, in their report issued under the Companies (Auditor's Report) Order, 2020 (CARO, 2020), have also confirmed that the funds raised through the IPO have been utilized for the purposes for which they were raised.
The object-wise details of the utilization of IPO proceeds are as under:
The utilization of IPO proceeds are as under:
|
Particulars
|
Proceeds
|
Utilization Of Fund till F.Y. 2025-26
|
Balance fund of IPO
Proceeds
|
(Surplus) / Deficit Transfer to GCP (^)
|
Balance fund (^)
|
|
Offer related Expenses in relation to Fresh Offer
|
78.00
|
58.09
|
19.91
|
(19.91)
|
(0.00)
|
|
Building content Studio and Offline training infrastructure
|
80.00
|
79.37
|
0.63
|
(0.00)
|
0.63
|
|
Information Technology (Hardware including Software)
|
60.00
|
52.76
|
7.24
|
(0.00)
|
7.24
|
|
Procurement
|
|
|
|
|
|
|
Content Development for
course
Material
|
50.00
|
52.85
|
(0.00)
|
2.85
|
(0.00)
|
|
Enhancement of brand visibility and awareness
|
35.00
|
41.80
|
(6.80)
|
6.80
|
(0.00)
|
|
Learning Management System (LMS) Application development
|
10.00
|
10.00
|
(0.00)
|
(0.00)
|
(0.00)
|
|
General Corporate Purpose(GCP)
|
75.00
|
79.86
|
(4.86)
|
10.26
|
5.4
|
|
TOTAL
|
388.00
|
374.73
|
16.12
|
(0.00)
|
13.27
|
DIVIDEND
Declaration and Payment of Dividend
The Board of Directors ('the Board') is pleased to recommend declaration of a final dividend amounting to Rs 0.75/- per Equity Share of face value Rs 10/- each fully paid-up, i.e., (7.5%) for F.Y. 2025-26.
The Board has recommended the dividend based on the parameters laid down in the Dividend Distribution Policy and dividend will be paid out of the profits of the year.
The said dividend, if approved by the Members at the ensuing Annual General Meeting ('the AGM') will be paid to those Members whose name appears on the Register of Members (including Beneficial Owners) of the Company as at the end of Tuesday August 18, 2026. The said dividend, would involve cash outflow of Rs. 42.7125 lakhs, resulting in a payout of 12.32% of the net profit of the Company for F.Y. 2025-26.
Pursuant to the Finance Act, 2020, as amended from time to time, dividend income is taxable in the hands of the Members, and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 2025.
Record Date
The Company has fixed Tuesday August 18, 2026 as the 'Record Date' for the purpose of determining the entitlement of Members to receive dividend for F.Y. 2025-26.
Dividend Distribution Policy
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the Board had formulated a Dividend Distribution Policy ('the Policy').
The Policy is available on the Company's website URL at:
https://www.safefintech.in/assets/Dividend Distribution Policy-DBkagOZ6.pdf PUBLIC DEPOSITS:
The Company has neither accepted/invited any deposits from the public nor defaulted in repayment of deposits during the period within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence company need not to give details related to deposits. There is no non-compliance of the provisions of Chapter V of the Companies Act 2013.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
During financial year under review, the Company has not transferred any amount to Investor Education and Protection Fund (IEPF).
MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management's Discussion and Analysis Report for the period under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the “Amended Listing Regulations”), is presented in a separate section forming part of the Annual Report (Attached in the Annexure A)
SUBSIDIARIES. IOINT VENTURES AND ASSOCIATE COMPANIES:
Company does not have any Subsidiary, Joint venture or Associate Company.
Pursuant to clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the followings:
a) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule Ill to the Act, have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit & loss of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts for the financial year ended March 31, 2026 on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
CORPORATE GOVERNANCE:
We believe that by focusing on Corporate Governance, we practice the highest standards of ethical and responsible business culture and thereby enhance the value of all stakeholders. It is a combination of voluntary practices and compliance with laws and regulations in all areas of its operations and in its interactions with the stakeholders. It provides direction and control to the affairs of the Company. Your Company is fully committed to practice sound Corporate Governance and uphold the highest business standards in conducting business. The Company has always worked towards building trust with all its stakeholders based on the principles of good corporate governance. Your Company is guided by a key set of values for all its internal and external interactions. The Company is open, accessible and consistent with its communication. Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. However, as a good Corporate Governance Practice the Company has generally complied with the Corporate Governance requirements.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT.2013:
All Related Party Transactions, those were entered into during the Financial Year under review, were on an arm's length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations. All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained wherever required for the transactions which are repetitive in nature or when the need for these transactions cannot be foreseen in advance. Details of transactions with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure- B in Form AOC - 2 and forms part of this Report. The Company has adopted a Policy for dealing with Related Party Transactions.
CORPORATE SOCIAL RESPONSIBILITY fCSRI:
As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every company including its holding or subsidiary and a foreign company, which fulfills the criteria specified in sub-section (1) of section 135 of the Act shall comply with the provisions of Section 135 of the Act and its rules.
Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act, our Company is not required to constitute a Corporate Social Responsibility (“CSR”) Committee.
The Company was not required to constitute Corporate Social Responsibility committee under the section 135 of Companies Act, 2015.
RISK MANAGEMENT:
The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. The Company on various activities also puts necessary internal control systems in place across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.
INTERNAL CONTROL SYSTEM:
Sodhani Academy of fintech enables limited internal control system is designed to ensure operational efficiency, protection, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the design, adequacy and efficacy of the Company's internal controls, including its systems and processes and compliance with regulations and procedures. Internal Audit Reports
are discussed with the Management and are reviewed by the Audit Committee of the Board and necessary corrective actions are taken.
INTERNAL FINANCIAL CONTROL fIFC) SYSTEM AND THEIR ADEQUACY:
The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Internal Audit Reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Company's internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) is adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.
BOARD’S OPINION ON THE INTEGRITY. EXPERTISE. AND EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR
The Board of Directors is pleased to affirm its strong confidence in the integrity, expertise, and experience of the independent directors appointed during the year. Each appointee has demonstrated exceptional proficiency in their respective fields, bringing invaluable knowledge and strategic insight to the Board.
The appointment process involved a rigorous selection procedure, ensuring that candidates possessed not only the necessary skills and qualifications but also upheld the highest standards of ethical conduct and corporate governance. The Board believes that the independent directors appointed possess the integrity, objectivity, and independence required to make impartial judgments, safeguard shareholder interests, and effectively challenge management.
The diverse backgrounds and experiences of these directors, encompassing a wide range of industries and disciplines, significantly enhance the overall governance framework of the Company. Their professional expertise, combined with a deep understanding of the industry, ensures that the Board is well-equipped to navigate complex business challenges and drive the Company's long-term success.
In conclusion, the Board is confident that the independent directors appointed during the year will continue to make meaningful contributions to the Company's growth, governance, and overall success.
ANNUAL EVALUATION OF THE BOARD. ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of Sections 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013, Sub rule (4) of Rule 8 of Companies (Account) Rules, 2014 and in accordance with the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India, the Directors have carried out the annual performance evaluation of the Board, Independent Directors, Non-executive Directors, Executive Directors, Committees and the Chairman of the
Board. The performance was evaluated based on inputs received from all the directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc.
A separate meeting of the Independent Directors was also held on Friday 27th March, 2026 during the year for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman. The Board expressed their satisfaction with the evaluation process.
Familiarization / Orientation program for Independent Directors:
The Independent Directors attend a Familiarization / Orientation Program on being inducted into the Board. Further, various other programmes are conducted for the benefit of Independent Directors to provide periodical updates on regulatory front, industry developments and any other significant matters of importance. The details of Familiarization Program to be provided in the Corporate Governance Report and is on the Company's Website is not applicable to company as company is listed on SME platform.
AUDITORS & AUDITORS' REPORT:
STATUTORY AUDITORS
M/s. J C Kabra & Associates, Chartered Accountants (FRN: 115749W) were appointed as the Statutory Auditors of the Company for a period of five (5) consecutive years, to hold office up to the conclusion of the Annual General Meeting to be held in the year 2028, in accordance with the provisions of the Companies Act, 2013.
Subsequently, M/s. J C Kabra & Associates, Chartered Accountants (FRN: 115749W) submitted their resignation from the office of Statutory Auditors of the Company with effect from 28th July, 2026, thereby causing a casual vacancy in the office of the Statutory Auditors.
The Auditors, M/S Rajvanshi & Associates, Chartered Accountant, (FRN No. 005069C ), has been appointed as the Statutory Auditors of the company for the financial year ended on 31st March 2026 in the Board Meeting, held to fill the casual vacancy caused by the resignation of M/s. J C Kabra & Associates, Chartered Accountants (FRN: 115749W), to hold up to the date of ensuing Annual General meeting and they shall act as Statutory Auditors for issuing Audit reports which fall due up to the date of conclusion of ensuing Annual General meeting.
Subject to the consent of the Shareholders in the ensuring Annual general Meeting, M/S Rajvanshi & Associates, Chartered Accountant, (FRN No. .005069C), shall be appointed as Statutory Auditors of the company for a period of One years from the conclusion of the said Annual General meeting until the conclusion of the next Annual general Meeting to be held in the year 2027 and the Board of Directors of the_company be and are hereby authorized to fix such remuneration as may be determined in consultation with the auditors.
In the opinion of the directors, the notes to the accounts in auditor's report are self-explanatory and adequately explained the matters, which are dealt with by the auditors.
No instances of fraud have been reported by the Statutory Auditors of the Company under Section143(12) of the Act.
COST AUDITORS
The provisions of Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost records has not been specified by the Central Government under the said section for the business activities carried out by the Company.
Hence, provision of appointment of Cost Auditors & maintenance cost records is not applicable to the Company.
INTERNAL AUDITORS
Pursuant to Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013, the Board of Directors in their meeting held on 12th May, 2025 has appointed M/s D. JAIN & CO., CHARTERED ACCOUNTANTS, (firm registration no. 015243C), as the Internal Auditor of the Company for the Financial Year 2025-26 at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and Internal Auditor.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules made thereunder; the company had appointed M/s G & J Associates, Practicing Company Secretaries (Firm Registration No.: P2023RJ097600) to undertake the Secretarial Audit of the Company for the financial Year 2025-26. The secretarial Report has been annexed as Annexure- C to the Directors Report.
MANAGEMENT:
A) Composition of Board of Directors
The Board of Directors of the Company comprises individuals of proven integrity and competence. Collectively, the Directors bring with them diverse experience, financial expertise, strategic foresight, and leadership capabilities. The Board members are committed to the Company's growth and governance and devote sufficient time to deliberations and participation in Board and Committee meetings.
As on March 31, 2026, the composition of the Board complies with the provisions of Section 149 of the Companies Act, 2013. Although Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to SME-listed companies, the Company strives to follow good governance practices by maintaining an optimum combination of Executive, Non¬ Executive, and Independent Directors.
As of the reporting date, the Board comprises six (6) Directors. The composition and category of Directors are provided below:
|
S.
No.
|
Name and DIN
|
Designation/
Category
|
Date of appointment
|
Date of cessation & Mode of Cessation
|
|
1.
|
RAJESH KUMAR SODHANI (DIN: 02516856)
|
Managing Director and Promoter
|
03/02/2009
|
NA
|
|
2.
|
PRIYA SODHANI (DIN:
02523843)
|
Chairman, Non¬ Executive Director and Promoter
|
03/02/2009
|
NA
|
|
3.
|
DINESH SABOO (DIN:
10413825)
|
Non-Executive, Non independent Director and Professional
|
13/08/2024
|
NA
|
|
4.
|
CHANCHAL PABUWAL (DIN: 10277050)
|
Non-Executive,
Independent
Director
|
13/08/2024
|
NA
|
|
5.
|
JAGADEESH ATUKURI (DIN: 08478109)
|
Non-Executive,
Independent
Director
|
30/05/2023
|
NA
|
|
6.
|
SHILPA
MAHESHWARI
(DIN:
07431117)
|
Non-Executive, Independent Director
|
30/05/2023
|
NA
|
• There were no changes in the composition of board of directors of the Company during F.Y. 2025-26.
B. Retirement by Rotation & Re-Appointment of Director
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. PRIYA SODHANI (DIN: 02523843) Director of the Company, whose period of
office is liable to retire by rotation under section 152 of the Companies Act will retire at ensuing the Annual General Meeting. she is eligible, for re-appointment has offered herself for re¬ appointment. The Board recommends her re-appointment to the members at the ensuing Annual General Meeting and the shareholders are requested to consider her re-appointment on the board.
C. Independent Directors
As on March 31, 2026, the Company has three Independent Directors:
• Mrs. Chanchal Pabuwal
• Mr. Jagadeesh Atukuri
• Mrs. Shilpa Maheshwari
These Independent Directors bring with them rich experience and independent judgement, contributing significantly to the governance framework of the Company.
D. WOMEN DIRECTOR
Pursuant to the provisions of section 149 of the Companies Act, 2013 and regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the board of directors of the company is required to be constituted with at least one women director and accordingly, The Company has three women directors on its Board:
> Ms. Priya Sodhani- Director,
> Ms. Chanchal Pabuwal- Independent Director,
> Ms. Shilpa Maheshwari- Independent Director.
Meeting of Independent Directors
In compliance with Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015, a separate meeting of the Independent Directors was held on March 27th, 2026, without the presence of Executive or Non-Independent Directors. All the Independent Directors were present at the Independent Directors meeting.
The meeting reviewed:
• Performance of Non-Independent Directors and the Board as a whole,
• Performance of the Chairperson,
• Quality, quantity, and timeliness of information flow between the management and the Board.
All Independent Directors attended the meeting. The composition of the meeting was as follows:
|
Name
|
Position
|
Category
|
|
Mr. Jagadeesh Atukuri
|
Chairman
|
Non-Executive Independent Director
|
|
Mrs. Shilpa Maheshwari
|
Member
|
Non-Executive Independent Director
|
|
Mrs. Chanchal Pabuwal
|
Member
|
Non-Executive Independent Director
|
Declaration by Independent Directors
All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.
D. Key Managerial Personnel
As on March 31, 2026, the Key Managerial Personnel of the Company include:
• Mr. Rajesh Kumar Sodhani - Managing Director
• Ms. Deepti Maheshwari - Chief Financial Officer
• Ms. Monika Agarwal - Company Secretary
There have been no changes in key managerial personnel during the period under review.
MEETINGS:
A. Board Meetings:
The Board meets at regular intervals to discuss and take a view on the Company's policies and strategy apart from other Board matters. The notice for the board meetings is given well in advance to all the Directors.
During the Financial Year 2025-2026, the Company held 6 board meetings of the Board of Directors as per Section 173 of the Companies Act, 2013. The provisions of the Companies Act, 2013 were adhered to while considering the time gap between two meetings. The details of these Board meetings are as follows.
|
S. No.
|
Date of Board Meeting
|
No. of Directors entitled to attend
|
No. of Directors present
|
|
1.
|
12.05.2025
|
6
|
5
|
|
2.
|
28.08.2025
|
6
|
6
|
|
3.
|
13.09.2025
|
6
|
6
|
|
4.
|
13.11.2025
|
6
|
6
|
|
5.
|
28.01.2026
|
6
|
6
|
|
6.
|
26.03.2026
|
6
|
5
|
The Composition, category and attendance of each Director at the Board and Annual General Meeting of each Director is as follows:
|
Name of Director
|
DIN
|
Category of Directorship
|
No. of Board Meeting Entailed to attended
|
No. of Board Meetings attended
|
Attendance at the last AGM
|
|
Rajesh Kumar sodhani
|
02516856
|
Managing
Director
|
6
|
6
|
Yes
|
|
Priya sodhani
|
02523843
|
Director
|
6
|
6
|
Yes
|
|
Dinesh saboo
|
10413825
|
Director
|
6
|
5
|
Yes
|
|
Chanchal
Pabuwal
|
10277050
|
Independent
Director
|
6
|
6
|
Yes
|
|
Jagadeesh
atukuri
|
08478109
|
Independent
Director
|
6
|
5
|
Yes
|
|
Shilpa Mahesh Wari
|
07431117
|
Independent
Director
|
6
|
6
|
Yes
|
B. General Meetings:
Following are the details of the general meetings of shareholders held during the financial year 2025-2026: -
|
Type of Meeting
|
Date
|
|
(Annual/ Extra- Ordinary)
|
|
|
Annual General Meeting
|
23.09.2025
|
COMMITTEES OF THE BOARD OF DIRECTORS:
The Company has formed committees as required under the Companies Act, 2013. Accordingly, as on 31st March, 2026 and presently the board has Three (3) committees i.e. Audit Committee, Nomination and Remuneration Committees and Stakeholders Relationship Committee. The constitution of which are given below:
? AUDIT COMMITTEE
The Audit Committee is duly constituted in accordance Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015. All members of the Committee are financially literate and have accounting or related financial management expertise.
The Audit Committee consists of the following members:
|
S. No.
|
Member's Name
|
Designation
|
Category
|
|
1.
|
Chanchal Pabuwal
|
Chairman
|
—
|
|
2.
|
Jagadeesh Atukuri
|
Member
|
—
|
|
3.
|
Dinesh Saboo
|
Member
|
|
Following is the detail of the attendance of each of the members of the Audit Committee at its Meeting held during the year under review:
|
S.
No.
|
Date of Meeting
|
Name of Members/ Directors
|
| |
Ms. Chanchal pabuwal
|
Mr. Jagadeesh atukuri
|
Mr. Dinesh saboo
|
|
1.
|
12.05.2025
|
V
|
V
|
V
|
| |
|
|
|
|
|
2.
|
13.09.2025
|
V
|
V
|
V
|
|
3.
|
13.11.2025
|
V
|
V
|
V
|
|
4.
|
28.01.2025
|
V
|
V
|
V
|
|
5.
|
26.03.2026
|
V
|
V
|
V
|
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee covers all matters specified in Section 178 of the Companies Act, 2013 and rules made thereunder .The committee oversees formation of criteria for determining qualifications, positive attributes and independence of a director The Committee ensures evaluations of Director's performance and recommends to the Board, their appointment/removal based on his/her performance and other matters related to remuneration for Directors, Key Managerial Personnel and Senior Management etc.
The Nomination and Remuneration Committee consists of the following members:
|
S.
No.
|
Member's Name
|
Designation
|
|
1.
|
Shilpa Maheshwari
|
Chairman
|
|
2.
|
Dinesh Saboo
|
Member
|
|
3.
|
Jagadeesh Atukuri
|
Member
|
During the year under review, the Nomination and Remuneration Committee met 02 time wherein due quorum was present for the meeting and the notice of meeting was given to all the Members.
|
S.
|
Date of Meeting
|
Name of Members/ Directors
|
|
No.
|
|
Ms. Shilpa Maheshwari
|
Mr. Jagadeesh Atukuri
|
Mr. Dinesh Saboo
|
|
1.
|
27.08.2025
|
V
|
V
|
V
|
|
2.
|
05.11.2025
|
V
|
V
|
V
|
The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees.
? STAKEHOLDERS’ RELATIONSHIP COMMITTEE
This Committee has been constituted as a good corporate governance practice for taking care of the grievances of all the stakeholders such as shareholders.
The Stakeholders Relationship Committee looks into shareholders' complaints related to transfer of shares, non-receipts of balance sheet besides complaints from SEBI, Stock Exchanges, Court and various Investor Forums. It oversees the performance of the Registrars and Transfer Agent, and recommends measures for overall improvement in the quality of investor services.
The Company follows the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web-based redress system and online Redressal of all the shareholders complaints.
The Stakeholders Relationship Committee consists of the following members:
|
S. No.
|
Member’s Name
|
Designation
|
|
1.
|
Chanchal pabuwal
|
Chairman
|
|
2.
|
Dinesh saboo
|
Member
|
|
3.
|
Shilpa Maheshwari
|
Member
|
|
S.
No.
|
Date of Meeting
|
Name of Members/ Directors
|
|
Ms. Chanchal pabuwal
|
Mr. Dinesh saboo
|
Ms. Shilpa Maheshwari
|
|
1.
|
27.08.2025
|
V
|
V
|
V
|
? CSR COMMITTEE:
The provisions of Section 135 of the Companies Act, 2013, are not applicable to the Company. Hence,
Your Company is not required to constitute a Corporate Social Responsibility (“CSR”) Committee.
ANTI SEXUAL HARASSMENT COMMITTEE AND DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN ATWORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT. 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013.
The following is a summary of Sexual Harassment complaints received and disposed off during the year:
|
a.
|
Number of complaints of Sexual Harassment received in the Year
|
NIL
|
|
b.
|
Number of Complaints disposed off during the year
|
NIL
|
|
c.
|
Number of cases pending for more than ninety days
|
NIL
|
RISK MANAGEMENT COMMITTEE:
Pursuant to Regulation 21 of the Securities and Exchange Board of India (listing Obligations and Disclosure Requirements) 2015 the Company is not included in the top 1000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year i.e. 2025-26. Therefore, constitution of Risk Management Committee is not applicable to the Company.
VIGIL MECHANISM/WHISTLEBLOWER POLICY:
In compliance with the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established a part of vigil mechanism for its Directors and employees to report their concerns or grievances. The said mechanism, inter alia, encompasses the Whistle Blower Policy and it provides for adequate safeguards against victimization of persons who use it.
The Vigil Mechanism provides appropriate avenues to the Directors and employees to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct or policies of the Company, as adopted/framed from time to time.
Vigil Mechanism/Whistle Blower Policy is available on the website of the company at https://www.safefintech.in/assets/Whistle%20Blower%20Policy-w68wlhmx.pdf
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT. 2013
During the year under review the Company has given loan to any person or other body corporate, gave guarantee or provided security in connection with a loan to any other body corporate or person and acquired by way of subscription, purchase or otherwise, the securities of any other body corporate as required under the Section 186 of the Companies Act, 2013 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. as detailed of the same has been disclose in the Note no.11 of the financial statement of the company.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Information as required to be given under Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in the annexure to this report as Annexure- D
EXTRACT OF ANNUAL RETURN:
In terms of provisions of Section 92 of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014, a copy of Annual Return of the Company in Form MGT-7 for the financial year ended March 31, 2026 is hosted on the Company's website viz. www.safefintech.in
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Disclosure of Particulars of Employees as required under Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached in Annexure
E.
There is no employee receiving remuneration in excess of limits prescribed in sub-rule (2) of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
In alignment with the principles of Diversity, Equity, and Inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31,2026.
Ý Male Employees: 7
Ý Female Employees: 6
Ý Transgender Employees: NIL
This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.
REMUNERATION GIVEN TO THE MANAGING DIRECTOR
The managing director of the company, Mr. Rajesh Kumar Sodhani occupies the office of the managing director in Sodhani Academy of Fintech Enablers Limited was paid remuneration to the tune of ^12,00,000/- (rupees One lakhs only) p.a. form your company during and for the financial year ended on March 31, 2026.
DEMATERIAEIZATION:
The Company has tied up with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the members to trade and hold shares in an electronic/dematerialized form. The shareholders are advised to take benefits of dematerialization.
LISTING OF SHARES:
Your Company's shares are listed on BSE Limited, and the listing fees for the financial year 2025¬ 26 have been duly paid. The Company's shares are not suspended for trading on Stock Exchange(s). The Scrip Symbol of the Company is SAFE and the ISIN of the Company is INE0Q3401017.
UNCLAIMED ANDUNPAID DIVIDENDS:
The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
SECRETARIAL STANDARDS:
The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings and such systems are adequate and operating effectively.
ACCOUNTING STANDARDS:
In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015. The Financial Statements have been prepared in accordance with IndAS as notified under the Companies (Indian Accounting Standards) Rules, 2015read with Section 133 of the Act. The transition was carried out from IGAAP as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014, to IndAS.
CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING
The Board of Directors has adopted the Code of conduct for prevention of Insider Trading in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code of Conduct is applicable to all the directors and such identified employees of the Company as well as who are expected to have access to unpublished price sensitive information related to the Company.
The code of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company's shares.
INVESTOR GRIEVANCE REDRESSAL
The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status.
The Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. There is no pending complaints on the SCORES as of March 31, 2026.
REGISTRAR AND SHARE TRANSFER AGENT
The Company is required to appoint a Registrar and Share Transfer Agent.
The Company has appointed CAMEO CORPORATE SERVICES LIMITED as its Registrar and Share Transfer Agent (RTA) to handle all share registry work, both in physical and electronic form.
POLICY FOR PRESERVATION OF DOCUMENTS
In accordance with the Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Policy for preservation of documents (The
Policy) has been framed and adopted by the Board of Directors of the Company in their Board Meeting to aid the employees in handling the Documents efficiently. This Policy not only covers the various aspects on preservation of the Documents, but also the safe disposal/destruction of the Documents.
The policy is disclosed on the website of the company under the link
https://www.safefintech.in/assets/preservation of document policy-CZYaqtoT.pdf
SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS:
There were no significant/ material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.
INSOLVENCY AND BANKRUPTCY CODE. 2016 (31 OF 2016) AND ANY ONE-TIME SETTLEMENT:
During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and any one-time settlement with any Bank or Financial Institution during the year under review.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:
During the year under review, there was no instance of one-time settlement with any Bank/Financial Institution. Hence, the disclosure relating to difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks/Financial Institutions is not applicable to the Company.
MATERNITY BENEFIT
The provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are presently not applicable to the Company, as the number of employees is below the statutory threshold prescribed under the Act.
Nevertheless, the Company is committed to upholding the principles of a safe, inclusive, and respectful workplace. Even though the statutory provisions are not applicable, the Company ensures that no form of harassment or discrimination is tolerated and that any grievance, if reported, will be dealt with promptly and fairly in line with the spirit of the Act.
CAUTIONARY STATEMENT
Statements in the annual return particularly those which relate to Management Discussion & Analysis Report may constitute forward-looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual result might differ.
APPRECIATIONS AND ACKNOWLEDGEMENT:
The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.
The Directors wish to take the opportunity to place on record their sincere appreciation and gratitude to the Government of India, various State Governments particularly the States of Maharashtra, Regulatory Authorities, Banks, Financial Institutions, shareholders and concerned Government departments and agencies for their continued support.
For and on behalf of the Board of Directors of SODHANI ACADEMY OF FINTECH ENABLERS LIMITED
Sd/- Sd/-
DINESH SABOO PRIYA SODHANI
DIRECTOR DIRECTOR
DIN:10413825 DIN:02523843
Place: Jaipur Date: 30/07/2026
|