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SODHANI ACADEMY OF FINTECH ENABLERS LTD.

11 September 2026 | 12:00

Industry >> Education - Coaching/Study Material/Others

Select Another Company

ISIN No INE0Q3401017 BSE Code / NSE Code 544257 / SAFE Book Value (Rs.) 30.03 Face Value 10.00
Bookclosure 18/08/2026 52Week High 348 EPS 6.09 P/E 20.69
Market Cap. 71.76 Cr. 52Week Low 113 P/BV / Div Yield (%) 4.20 / 0.00 Market Lot 500.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

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