Sodhani Academy of Fintech Enablers Ltd Directors Report

To,

The Members,

SODHANI ACADEMY OF FINTECH ENABLERS LIMITED

Your Directors have pleasure in presenting their 16^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2025.

[The amounts appearing in the report have been rounded off to Lakhs except No. of shares and EPS in accordance with the Financial Statements]

1. FINANCIAL SUMMARY OR HIGHLIGHTS

The financial performance of your company for the year ending March 31, 2025 is summarized below:

Particulars	2024-25	2023-24
	Current Year (Rs.)	Previous Year (Rs.)
Revenue from Operations	354.84	205.08
Other Income	299.17	101.87
Total Revenue	654.01	306.95
Total Expenditure	168.86	65.68
Profit/(Loss) before Prior Period Items & tax	485.15	241.27
Less: Prior period Items	-	-
Profit/(Loss) Before Tax	485.15	241.27
Less: Current Year	(93.00)	(50.95)
Earlier Year	(8.00)	(3.47)
Deferred tax	0.50	(3.67)
Profit/(Loss) after Tax	384.64	183.17
Earnings Per Share (Basic/Diluted)	7.34	3.88
No. of shares used in computing EPS	56,95,000	47,25,000

2. BRIEF DESCRIPTION OF THE COMPANYS PERFORMANCE DURING THE YEAR:

During the year under review, on standalone basis, the Revenue from the operation increased by 73.03%. The same was Rs. 354.84/- for the current FY 2024-25 as compared to Rs. 205.08/- for the previous FY 2023-24. Total Net Profit increased by 109.97 %, the same was Rs. 384.64/- for the current FY 2024-25 as compared to Rs. 183.17/- for the previous FY 2023-24.

3. TRANSFER TO RESERVES:

During the year under review, Pursuant to provisions of Section 134(3)(j) of the Companies Act 2013, the board of Directors of the company has not proposed to transfer any amount to the reserve account.

4. STATE OF THE COMPANYS AFFAIRS:

A) 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.

During the financial year 2024–25, company demonstrated substantial progress and strategic expansion in its core operations, marking a significant improvement over the previous year. In the current financial year 2024–25, our turnover raised by 73.03% during this year.

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.

Key Improvements and Strategic Initiatives in FY 2024–25

Successful Listing on BSE SME Platform

A major milestone achieved during the year was LISTED on the BSE SME platform. The Company with intention to list its securities on BSE SME Platform issued 15,30,000 Equity Shares of Rs. 10/- each at a premium of Rs. 30 per share aggregating to Rs. 612,00,000/- (Six crore twelve lakhs rupees. After completion of due procedure, Companys securities got listed on BSE EMERGE SME Platform and trading of such securities started w.e.f. September 23, 2024. Hence, the present status of the Company is an Indian Non-Government, Listed Public Limited Company limited by shares.

The Company raised 612.00 Lakhs to fund strategic initiatives, enabling us to scale operations and strengthen our market presence.

Expansion of Training Infrastructure

Leveraging IPO proceeds, the Company invested in building a content studio and enhancing our offline training infrastructure. This significantly improved our capacity to deliver high-quality video content and conduct in-person workshops and seminars, thus broadening our outreach.

Enhanced Digital Delivery and Learning Management System (LMS)

Our mobile application and website-based LMS underwent major upgrades this year. With improved user experience and interactivity, learners benefited from seamless access to live classes, recorded sessions, and self-paced modules. These enhancements have contributed to a higher retention rate and stronger learner engagement.

Conclusion

The financial year 2024–25 has been a transformative year for Sodhani Academy of Fintech Enablers Limited. With strategic investments in technology, infrastructure, and content, the Company has not only enhanced its service delivery but also positioned itself for long-term, scalable growth. We remain committed to expanding access to practical, high-quality financial education across India and contributing meaningfully to financial empowerment and literacy.

B) 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 Indias vision of a financially literate and empowered population.

5. DIVIDEND:

In line with this policy and our commitment towards shareholders value creation, The Board of Directors of your Company had recommended a final dividend for the financial year 2024-25 of Rs. 0.50 (Rupee Fifty paisa Only) per equity share i.e., 5% of face value of Rs. 10.00 (Rupee Ten Only) per equity share. in their meeting held on May 12, 2025. Dividend outgo will be Rs. 28,47,500 (Rupees Twenty Eight Lakhs Forty Seven Lakhs And Five Hundred Only), This recommendation is subject to the approval of the Members at the ensuing 16^th Annual General Meeting ("AGM") of the Company and shall be subject to tax deduction at source. Furthermore, the declaration of dividend is pursuant to the Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and is in accordance with the Dividend Distribution Policy of the Company. During the financial year 2024-25, there were no changes in the parameters of Dividend Distribution Policy of the Company and the policy is readily accessible on the Companys website at www.safefintech.in .

6. CHANGE OF NAME:

During the Financial Year 2024-2025, the Company had not changed its name.

7. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the core nature of business of the Company, it continues to be engaged in the domain of financial education, training, and consultancy services.

However, a significant milestone was achieved during the year with the Company successfully completing its Initial Public Offering (IPO) and getting listed on the BSE SME Exchange on September 23, 2024. This strategic step was undertaken to strengthen the Companys financial position, enhance brand credibility, and support long-term growth initiatives.

8. LISTING OF SHARES

Your Companys shares are listed on BSE Limited, and the listing fees for the Financial year 2025-26 have been duly paid. The Companys shares are not suspended for trading on Stock Exchange(s).

9. CAPITAL STRUCTURE:

During the financial year 2024–25, the capital structure of company remained largely stable with one significant development—completion of the Companys Initial Public Offering (IPO) and subsequent listing on the BSE SME Platform.

The detailed capital structure and related changes during the year are as follows:

A. Authorised Share Capital

There was no change in the Authorised Share Capital of the Company during the year under review. It continues to stand at 7,00,00,000/- (Rupees Seven Crores) Divided into 70,00,000 Equity Shares of 10/- each.

B. Issued, Subscribed and Paid-up Share Capital

The paid-up equity share capital of the Company as on March 31, 2025, stood at Rs. 5,69,50,000/- Representing 56,95,000 equity shares of Rs. 10/- each.

This increase in paid-up capital was a result of the successful Initial Public Offering completed during the year.

C. Changes in Share Capital

During the year, the Company successfully completed its IPO and listed its equity shares on the

BSE SME Platform on September 23, 2024.

Issue Details:

? Total Equity Shares Issued: 15,30,000 shares

? Face Value: Rs.10/- per share

? Issue Price: Rs. 40/- per share (Including Rs. 30/- share premium)

Break-up of Issue:

? Fresh Issue: 9,70,000 equity shares

? Offer for Sale (OFS): 5,60,000 equity shares offered by Promoters

Details of Selling Shareholders under OFS:

Name of Selling Shareholder	No. of Shares Offered
Mr. Rajesh Kumar Sodhani	4,75,000 shares
Mrs. Priya Sodhani	85,000 shares

Listing of Equity Shares

During the year under review, the Company successfully came out with its Initial Public Offering (IPO) through a fresh issue of equity shares aggregating to 3.88 crore and an offer for sale of 2.24 crore, aggregating to a total issue size of 6.12 crore, at a fixed price of 40 per equity share. The IPO received an overwhelming response from investors and was subscribed more than 438 times, reflecting the strong confidence of stakeholders in the Companys business model and future prospects.

The equity shares of the Company were listed on the SME Platform of BSE Limited on September 23, 2024 under the scrip code 544257. On the day of listing on 23th September, the Companys shares debuted at 53 per share, representing a premium of around 32% over the issue price, and closed the day at 55.65 per share. Post-listing, the shares continued to witness healthy investor interest, underlining the credibility and growth potential of the Company.

The proceeds from the Fresh Issue are being utilized in line with the stated objects in the IPO Prospectus.

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 (Auditors 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:

Object of fresh issue	Amount to be financed from Net proceeds	Estimated Utilization of Net Proceeds in FY 2024-25	Balance fund of IPO Proceeds	(Surplus) / Deficit Fund Adjust through GCP	Balance fund for (FY 2025- 26)
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	11.36	68.64	-	68.64
Information Technology
(Hardware including Software)	60.00	20.44	39.56	-	39.56
Procurement
Content Development for course Material	50.00	22.50	27.50	-	27.50
Enhancement of brand visibility and awareness	35.00	41.80	(6.80)	6.80	(0.00)
Learning Management System
(LMS) Application development	10.00	0.34	9.66	-	9.66
General Corporate Purpose	75.00	20.24	54.76	13.11	67.87
Total	388.00	174.78	213.22	-	213.22

D. Summary of Other Capital Events during the financial year 2024–25

Event Type	Status
Preferential Allotment	During the Financial Year no shares were issued under any Preferential Issue.
Rights Issue	During the year company has not increased its issued and paid-up Equity Share Capital by making any right issue of shares.
Bonus Issue	During the Financial Year no shares were issued to existing shareholders as Bonus Shares under any Bonus Issue.

 

Event Type	Status
Shares with Differential Voting Rights	Company does not have Equity Shares with differential rights and have not issued any shares with differential rights during the financial year 2024-25 hence no information as per provisions of Section 43(a) (ii) of the
	Act read with Rule 4(4) of the Companies (Share
	Capital and Debenture) Rules, 2014 is furnished
Sweat Equity Shares	During the Financial Year no shares were issued as Sweat Equity Shares under any Scheme hence no information as per provisions of Section 54(1) (d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
Employee Stock Options (ESOPs)	During the Financial Year no shares were issued under any Scheme of Employee Stock Option hence no information as per provisions of Section 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished
Provision for Purchase of Own Shares by Employees or Trustees	There was no provision made of the money by the company for purchase of its own shares by employees or by trustees for the benefit of employees or by trustees for the benefit of employees.
Splitting/Sub-division of Shares	No splitting/ sub division of shares was done during the financial year 2024-25.
Buy back of securities:	The Company has not bought back any of its securities during the year under review.

E. Revised Capital Structure as on March 31, 2025

Particulars	Amount (Rs.)
Authorised Capital
	Rs. 7,00,00,000
	Rs. 5,69,50,000
Paid-up Capital

10 DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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 Companys growth and governance and devote sufficient time to deliberations and participation in Board and Committee meetings.

As on March 31, 2025, 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
2.	PRIYA SODHANI	Chairman, Non-	03/02/2009
	(DIN: 02523843)	Executive Director
		and Promoter
3.	DINESH SABOO	Non-Executive, Non	13/08/2024
	(DIN: 10413825)	Independent
		Director and
		Professional
4.	CHANCHAL PABUWAL	Non-Executive,	13/08/2024
	(DIN: 10277050)	Independent
		Director
5.	JAGADEESH ATUKURI	Non-Executive,	30/05/2023
	(DIN: 08478109)	Independent
		Director
6.	SHILPA MAHESHWARI	Non-Executive,	30/05/2023
	(DIN: 07431117)	Independent
		Director
7.	DHIRAJ MALHOTRA	Non-Executive , Non	30/05/2023	09/07/2024
	(DIN: 07528401)	Independent		(Resignation)
		Director and
		Professional
8.	DEEPAK KAPOOR	Non-Executive,	30/05/2023	05/08/2024
	(DIN: 07528401)	Independent		(Resignation)
		Director

During the year under review, the following changes took place in the composition of the Board of Directors:

? Mr. Dhiraj Malhotra resigned from the position of Non-Executive, Non Independent Director effective July 09, 2024.

? Mr. Deepak Kapoor resigned from the position of Non-Executive, Independent Director effective August 05, 2024.

? Mr. Dinesh Saboo was appointed as an Additional Non-Executive Professional Director effective August 13, 2024. His appointment was regularized in the Extraordinary General Meeting held on August 14, 2024.

? Mrs. Chanchal Pabuwal was appointed as an Additional Non-Executive Independent Director effective August 13, 2024. Her appointment was also approved in the Extraordinary General Meeting held on August 14, 2024.

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, Mr. Rajesh Kumar Sodhani (DIN: 02516856) Managing 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. He is eligible, for re-appointment has offered himself for reappointment. The Board recommends his re-appointment to the members at the ensuing Annual General Meeting and the shareholders are requested to consider his re-appointment on the board.

C. Independent Directors

As on March 31, 2025, 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.

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 5^th, 2025, 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

Familiarization Program for Independent Directors

The Company conducts structured induction and orientation sessions for new Directors to familiarize them with the business operations, strategic priorities, industry dynamics, and their roles and responsibilities.

Declaration by Independent Directors

The Company being listed entity on the SME platform of BSE since September 23, 2024, has appointed the required number of independent directors on the board.

The provisions of Section 149 relating to the appointment of Independent Directors are applicable to the Company.

Furthermore, the requirements under Section 134(3)(d) read with Section 149(6) regarding the statement of declaration by Independent Directors are also applicable to the Company.

Pursuant to Section 149(6) of the Companies Act, 2013, Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014, and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015, all Independent Directors have confirmed that:

? They meet the criteria of independence.

? They are not disqualified from continuing as Independent Directors.

? They have complied with the Code of Conduct and other regulatory obligations. These declarations have been duly noted and taken on record by the Board.

Boards Opinion on Integrity, Expertise and Experience of Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 read with applicable Rules and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors hereby affirms that in its opinion, the Independent Directors appointed during the year possess the highest standards of integrity and demonstrate the requisite expertise, experience, and proficiency required to discharge their roles and responsibilities effectively. The Board further confirms that the Independent Directors bring with them rich experience in their respective fields, which adds significant value to the deliberations and decision-making processes of the Company.

The salient features of the policy and changes therein, if any, along with the web address of the policy, is www.safefintech.in.

D. Key Managerial Personnel (KMP)

As on March 31, 2025, the Key Managerial Personnel of the Company include:

? Mr. Rajesh Kumar Sodhani – Managing Director (appointed for a period of five years w.e.f. May 30, 2023)

? Ms. Deepti Maheshwari – Chief Financial Officer (appointed w.e.f. May 30, 2023)

? Ms. Monika Agarwal – Company Secretary (Membership No. 55546); appointed w.e.f. May 30, 2023)

11. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION / REMUNERATION POLICY:

The Board has adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

Based on the recommendation of Nomination & Remuneration Committee, the Board of Directors approved and adopted a Policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and other employees of the Company as required under Section 178(3) of the Act.

The Nomination & Remuneration Committee identifies and ascertains the integrity, qualification, expertise and experience of the person for appointment as Director and ensures that the candidate identified possesses adequate qualification, expertise and experience for the appointment as a Director. The Nomination & Remuneration Committee ensures that the candidate proposed for appointment as Director is compliant with the provisions of the Companies Act, 2013. -The candidates appointment as recommended by the Nomination and Remuneration Committee requires the approval of the Board.

In case of appointment of Independent Directors, the Nomination and Remuneration Committee satisfies itself with regard to the independent nature of the Directors vis- ?-vis the Company so as to enable the Board to discharge its function and duties effectively.

The Nomination and Remuneration Committee ensures that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

The Remuneration Policy of the Company has been disclosed on the Companys website and can be accessed at https://www.safefintech.in/investor?id=72

12 MEETINGS:

A. Board Meetings:

The Board meets at regular intervals to discuss and take a view on the Companys 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 2024-2025, the Company held 15 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 detail of board meeting held and the attendance of the Directors during the financial year 2024-25 were given below:-

Sr.	Date of Meeting	Total No. of Directors as	Attendance
No.		on date of meeting	No. of Directors attended	% of Attendance
1.	01/04/2024	6	5	83.33%
2.	02/04/2024	6	5	83.33%
3.	28/06/2024	6	5	83.33%
4.	29/06/2024	6	5	83.33%
5.	19/07/2024	5	4	80%
6.	07/08/2024	4	4	100%
7.	13/08/2024	4	4	100%
8.	14/08/2024	6	6	100%
9.	30/08/2024	6	6	100%
10.	07/09/2024	6	6	100%
11.	19/09/2024	6	6	100%
12	23/10/2024	6	4	66.66%
13.	07/11/2024	6	6	100%
14.	11/12/2024	6	6	100%
15.	05/03/2025	6	6	100%

Frequency and Quorum at these Meetings were in conformity with the provisions of the companies Act, 2013 and the "Listing Regulation" and the listing agreements entered into by the company with the Stock Exchange. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

B. Extra Ordinary General Meeting:

As per Section 100 of Companies Act, 2013, The Company had held an Extra Ordinary General Meeting for the financial year 2024-2025 as on 14-08-2024 and 02-01-2025.

C. Annual General Meeting:

The Annual General Meeting for the financial year 2023-2024 was held on 02.09.2024.

D. RESOLUTION BY CIRCULATION

During the year, The Company has not passed any resolutions by circulation.

E. COMMITTEES OF THE BOARD:

The Company has formed committees as required under the Companies Act, 2013. Accordingly, as on 31st March, 2025 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:

I. AUDIT COMMITTEE

The composition of the Audit Committee and terms of reference are in compliance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the companies (Meeting of board and its power) rules, 2014 and Regulation of the SEBI (LODR) Regulations 2015. All members of the Committee are financially literate and have accounting or related financial management expertise.

The Terms of reference of the Committee can be accessed at www.safefintech.in .

The role of the audit committee shall include the following:

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. 2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors. 4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to: a) Matters required to be included in the directors responsibility statement to be included in the Boards Report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013; b) Changes, if any, in accounting policies and practices and reasons for the same; c) Major accounting entries involving estimates based on the exercise of judgment by management; d) Significant adjustments made in the financial statements arising out of audit findings; e) Compliance with listing and other legal requirements relating to financial statements; f) Disclosure of any related party transactions; g) modified opinion(s) in the draft audit report;

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency, monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter; 7. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process; 8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary; 11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 14. Discussion with internal auditors of any significant findings and follow up there on; 15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; 16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post- audit discussion to ascertain any area of concern; 17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 18. To review the functioning of the whistle blower mechanism; 19. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate; 20. Carrying out any other function as is mentioned in the terms of reference of the audit committee. 21. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances / investments existing as on the date of coming into force of this provision. 22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders. The audit committee shall mandatorily review the following information: (1) Management discussion and analysis of financial condition and results of operations; (2) Management letters / letters of internal control weaknesses issued by the statutory auditors; (3) Internal audit reports relating to internal control weaknesses; and (4) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee. (5) Statement of deviations: (a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable. (b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice.

The Audit Committee consists of the following members:

S. No.	Name	Position	Category
1.	JAGADEESH ATUKURI	Chairman	Non-Executive Independent Director	and
2.	CHANCHAL PABUWAL	Member	Non-Executive Independent Director	and
3.	DINESH SABOO	Member	Non-Executive and Independent Director	Non-

During the year under review, the Audit Committee met 4 time wherein due quorum was present for the meeting and the notice of meeting was given to all the Members namely as mention hereunder:

All the recommendations of the Audit Committee in the financial year 2024-25 were accepted by the Board during the year under review.

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:

Sr. No. Date of Meeting	Total No. of	Attendance
	Members on date of meeting	No. of Members attended	% of Attendance
1 20/06/2024	3	3	100%
2 07/09/2024	3	3	100%
3 07/11/2024	3	3	100%
4. 11/12/2024	3	3	100%

Note: - After the closure of the financial year Mr. CHANCHAL PABUWAL become the Chairperson of the committee in a Board meeting held on August 28, 2025.

II. NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee and terms of reference are in compliance with the provisions of Section 178 of the Act, Schedule V and all other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Power) Rules, 2014.

Terms of Reference

1. Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, Key Managerial Personnel and other employees.

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may: a. use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity and c. consider the time commitments of the candidates.

3. Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors; 4. Devising a policy on diversity of Board of directors 5. Identifying persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal. 6. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

7. Recommend to the board, all remuneration, in whatever form, payable to senior management.

The company has duly formulated the Nomination and Remuneration Policy which is also available at the company website. The Policy formulated by Nomination and Remuneration Committee includes directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as specified under section 178(3) of the Companies Act, 2013 and same was approved by the Board of Directors of the Company.

The Nomination and Remuneration Policy of the Company contains the guidelines on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3).

Criteria for performance evaluation

As per the provisions of the SEBI (LODR), Regulations, 2015, the Nomination and Remuneration Committee (the "Committee") has laid down the evaluation criteria for performance evaluation of Independent Directors.

The manner for performance evaluation of Directors (including Independent Directors) and Board as whole has been covered in the Boards Report.

The Nomination and Remuneration Committee has devised criteria for evaluation of the performance of the Directors including the Independent Directors. The said criteria provide certain parameters like attendance, acquaintance with business, communication inter se between Board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established by global peers etc., which is in compliance with applicable laws, regulations and guidelines.

The Nomination and Remuneration Committee consists of the following members:

S. No.	Name	Position	Category
1.	SHILPA MAHESHWARI	Chairman	Non-Executive and Independent Director
2.	JAGADEESH ATUKURI	Member	Non-Executive and Independent Director
3.	DINESH SABOO	Member	Non-Executive and Non- Independent Director

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. The committee review the performance and compensation of the directors and key managerial personnels and recommended the few suggestions. Same was reviewed and accepted by the Board of Directors.

Following is the detail of the attendance of each of the members of the Nomination and Remuneration Committee at its Meeting held during the year under review:

Sr.	Date of Meeting	Total No. of	Attendance
No.		Members on date of meeting	No. of Members attended	% of Attendance
1.	07-11-24	3	3	100%
2.	13-08-2024	3	3	100%

III. STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee and terms of reference are in compliance with the provisions of Section 178(5) of the Act and all other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder.

THE TERMS OF REFERENCE

1. Resolving the grievances of the security holders of the listed entity including complaints. 2. Related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc. 3. Review of measures taken for effective exercise of voting rights by shareholders. 4. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent. 5. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

The SRC Committee consists of the following members:

S. No.	Name	Position	Category
1.	CHANCHAL PABUWAL	Chairman	Non-Executive and Independent Director
2.	SHILPA MAHESHWARI	Member	Non-Executive and Independent Director
3.	DINESH SABOO	Member	Non-Executive and Non- Independent Director

During the year under review, the SRC Committee met 1 time namely on 07-11-24 wherein due quorum, was present for the meeting and the notice of Board meeting was given to all the Members. Following is the detail of the attendance of each of the members of the CSR Committee at its Meeting held during the year under review:

Sr.	Date of Meeting	Total No. of	Attendance
No.		Members on date of meeting	No. of Members attended	% of Attendance
1.	07-11-24	3	3	100%

IV. CORPORATE SOCIAL RESPONSIBILITY 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.

13. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are presently not applicable to the Company. Accordingly, your Company is not required to constitute a CSR Committee or formally adopt a CSR Policy during the year under review.

However, as part of its commitment towards responsible and inclusive growth, the Company has voluntarily framed a CSR Policy to guide its approach towards social and community initiatives, reflecting its philosophy of contributing positively to society even beyond statutory obligations.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company in accordance with the provisions of Section 177 (9) & (10) of the Act has established a robust Vigil Mechanism Policy for Directors and employees to report genuine concerns to the management viz, instances of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy and assist the Audit Committee. The Directors and employees are encouraged to come forward and express his/her concern(s) without fear of punishment or unfair treatment.

The Whistle Blower Policy/ Vigil Mechanism Policy of the Company is available on the website at

https://www.safefintech.in/investor?id=101

15. RISK MANAGEMENT :

Your Company believes that managing risks helps in maximizing returns. The Company has formally adopted a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. The Company has a risk management framework in place for identification, evaluating and management of risks. In line with your Companys commitment to deliver sustainable value, this framework aims to provide an integrated and organized approach for evaluating and managing risks. The Audit Committee periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Further, the risks associated to the Companys business are provided in the Management Discussion and Analysis Report.

16. GENDER-WISE COMPOSITION OF EMPLOYEES:

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, 2025.

??Male Employees: 13??Female Employees: 6??Transgender Employees: 0

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

17. ANNUAL PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS, COMMITTEES AND INDIVIDUAL DIRECTOR:

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, the performance of its Committees, and of individual Directors. The evaluation was carried out through a structured process covering various aspects of the Boards functioning such as composition, structure, culture, diversity, experience, competencies, performance of specific duties and obligations, quality of decision-making and effectiveness of meetings.

The performance of the Committees was evaluated by the Board on parameters such as composition, effectiveness of recommendations, adequacy of deliberations, and contribution towards Boards effectiveness. The performance of individual Directors was evaluated based on criteria such as preparedness, participation, contribution, and guidance provided to the management.

The Independent Directors, at their separate meeting held on 03/03/2025, reviewed the performance of the Non-Independent Directors, the Board as a whole, and the Chairperson of the Company, taking into account the views of Executive and Non-Executive Directors. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees, and individual Directors.

The Board expressed its satisfaction with the evaluation process and the performance of the Board, its Committees, and individual Directors.

18 PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

Pursuant to the amendment in the Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a detailed statement is attached as Annexure-E.

19. 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. The details of the RTA are as under:

Cameo Corporate Services Limited

Registered Office: Subramanian Building, No. 1, Club House Road, Chennai – 600 002, India Tel: +91-44-40020700 / 28460390 Email: investor@cameoindia.com Website: www.cameoindia.com Contact Person: Mr. R.D. Ramasamy SEBI Registration No.: INR000003753

Shareholders/investors are requested to contact the RTA for matters relating to share transfers, dematerialization, rematerialisation, change of address, and other related queries.

20. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Company does not have any Subsidiary, Joint venture or Associate Company.

21. AUDITORS:

I. Statutory Auditor:

The Auditors M/s. J C Kabra & Associates Chartered Accountants (FRN No. 115749W), have been appointed in the 14^th Annual General Meeting held on August 09, 2023 by the approval of members as Statutory Auditors of the company to hold the office for 5(five) consecutive year from the financial year 2023-2024 up to the financial year 2027-2028 at such remuneration as may be fixed by the board of directors of the company in consultation with them subject to their eligibility criteria.

AUDITORS REPORT:

The Statutory Auditors of the Company, in their report on the standalone financial statements for the financial year ended March 31, 2025, have made the following qualifications:

The qualifications, reservations, adverse remark or disclaimer in Auditors Report along with Directors comments are as follows:

Sr. No.	Auditors qualifications, reservations or adverse remarks or disclaimer in the Auditors Report	Boards comments on qualifications, reservations or adverse remarks or disclaimer of the Auditors
1.	Non-appointment of Internal Auditor As per the provisions of Section 138 of the Companies Act, 2013 read with applicable rules, every company to which the said provisions apply is required to appoint an Internal Auditor within six months from the date of applicability. The Company has not appointed an Internal Auditor till the end of the financial year 2024-25, and hence there is a non-compliance with Section 138 of the Companies Act, 2013. Our opinion is not modified in respect of this matter."	The Company acknowledges the requirement under Section 138 of the Companies Act, 2013, read with the applicable rules, to appoint an Internal Auditor. The delay in appointment during the financial year 2024-25 was primarily due to internal restructuring and prioritization of other statutory compliances. The Board has identified eligible professionals for the role, and the appointment of the Internal Auditor is under active consideration. The Company shall ensure the appointment is completed in the financial year 2025- 26 and the internal audit process is implemented in accordance with statutory requirements.
2 Non-usage of Accounting Software with	Audit Trail Facility Based on our examination which included test checks, we report that the Company has not maintained its books of account using accounting software having the feature of recording an audit trail (edit log) facility as required under Rule 3(1) of the Companies (Accounts) Rules, 2014. Our opinion is not modified in respect of this matter.	The Board acknowledges the observation regarding the absence of an audit trail feature in the accounting software used by the Company. The Company is in the process of upgrading its software to ensure compliance with Rule 3(1) of the Companies (Accounts) Rules, 2014, and will implement the necessary audit trail features for future financial periods

The management is committed to full compliance with all applicable laws and has put in place a monitoring mechanism to avoid such non-compliances in the future.

Except as stated above, there are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their Statutory Audit Report for the Financial Year 2024-25

II. COST AUDITOR:

The maintenance of cost records and Cost Audit is not applicable to the products/ business of the Company for the F.Y. 2024-25. Therefore the Company is not required to appoint a cost auditor as per the provisions of section 148 of the Companies Act, 2013

III. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 ("the Act"), read with the Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s G & J Associates, Company Secretaries (Firm Registration No.: P2023RJ097600) as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year 2024-25.

The Board of Directors has recommended the appointment, M/s G & J Associates, Peer Reviewed Firm of Company Secretaries in Practice (FRN: / Peer Review No.:) as the Secretarial Auditor of the Company for a term next of 5 ( five) years commencing from the financial year 2025-26 and continuing until the financial year 2029-30 subject to the approval of the members in the ensuing 16^th Annual General Meeting.

The proposed Secretarial Auditor has furnished their written consent to act as secretarial auditor and confirmed his eligibility and non-disqualification under the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.

The Secretarial Audit Report in Form MR-3, issued by M/s G & J Associates, for the financial year ended March 31, 2025, has been received and is annexed to this Report as "Annexure – B ".

The report contains certain observations relating to statutory and regulatory compliances, which are summarised as under:

Sr. No. Auditors qualifications, reservations or adverse remarks or disclaimer in the Auditors Report	Boards comments on qualifications, reservations or adverse remarks or disclaimer of the Auditors
1. Non-appointment of Internal Auditor	The Company acknowledges the requirement under Section 138 of the Companies Act, 2013, read with the
The Company has not appointed an Internal Auditor as required under Section 138 of the Companies Act, 2013.	applicable rules, to appoint an Internal Auditor. The delay in appointment during the financial year 2024-25 was primarily due to internal restructuring and prioritization of other statutory compliances. The Board has identified eligible professionals for the role, and the appointment of the Internal Auditor is under active consideration. The Company shall ensure the appointment is completed in the financial year 2025- 26 and the internal audit process is implemented in accordance with statutory requirements.
2 Non-usage of Accounting Software with
Audit Trail Facility The Companys accounting system does not have an inbuilt audit trail/edit log facility as mandated under the Companies (Accounts) Rules, 2014.	The Board acknowledges the observation regarding the absence of an audit trail feature in the accounting software used by the Company. The Company is in the process of upgrading its software to ensure compliance with Rule 3(1) of the Companies (Accounts) Rules, 2014, and will implement the necessary audit trail features for future financial periods

Except as stated above, there are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in their Secretarial Audit Report for the Financial Year 2024-25

IV. INTERNAL AUDITOR

Pursuant to section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act, the Board of Directors has appointed M/s D. JAIN & CO., CHARTERED ACCOUNTANTS, (firm registration no. 015243C), Chartered Accountants, Chandigarh as Internal Auditors of the Company for financial year 2025-26 in a Board meeting held on MAY 12, 2025 The Internal Auditor conducts the internal audit and reports to the Audit Committee and Board from time to time.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :

The Company has an adequate internal control system commensurate with the size and nature of its business. The Internal Auditors reviews the efficiency and effectiveness of these systems and procedures. The Internal Auditors submit their Report periodically which is placed before and reviewed by the Audit Committee. Based on the report of the internal auditors, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. During the year, no reportable material weakness in the design or operation of internal control system and their adequacy was observed.

23. REPORTING OF FRAUDS BY AUDITORS:

For the Financial year 2024-2025, the Statutory Auditor has not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

24. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

Pursuant to provisions of Section 134(3) (l) there was No Material changes occurred affecting the financial position of the Company which have occurred between ends of the financial year to which the financial statements relate and date of report.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

No significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in future during the year.

26 . WEB LINK OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Act read with Section 134(3)(a) of the Companies Act and the applicable Rules, the Annual Return in Form MGT-7 for the Financial year ended 31st March, 2025 shall be available on Companys Website at www.safefintech.in.

27 . 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.

DEPOSITS AND DISCLOSURE IN REFERENCE OF SUB RULE 1 CLAUSE (C) SUB CLAUSE (VIII) OF RULE 2 OF COMPANIES (ACCEPTANCE OF DEPOSITS) RULES 2014

During the period under review the company has accepted some unsecured loan from its directors which was not covered under the definition of deposits and the required declaration from the director and relative of director duly received by the company that the amount given by them is not acquired by borrowing or accepting loan or deposits from others.

The details of monies accepted are as under:

Name	Designation/ Relation	Amount
RAJESH KUMAR SODHANI	Managing Director	4.18 LAKHS

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

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.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/ arrangements/transactions entered by the Company during the financial year with related parties were on an arms length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013.

The company has obtained the omnibus resolution of audit committee for all related party transactions as well as approval of shareholders in the Extra Ordinary General Meeting held on 02/01/2025

The detail of contracts/ arrangements/ transactions with related parties which could be considered as material are being reported in Form AOC-2 as Annexure-D .

Details of Related Party Transactions as required to be disclosed by Accounting Standard (AS-18) in "Related Party Disclosures" specified under Section 133 of the Act read with the rules thereunder, are given in Standalone Audited Financial statements of the company for year ending 31.03.2025 in the Note no. 25.

30. CORPORATE GOVERNANCE CERTIFICATE:

The Company being listed on the SME Platform of BSE is exempted from provisions of Corporate Governance as per Regulation 15 of the SEBI (LODR) Regulations, 2015.

Hence the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence Corporate Governance Report is not required to be annexed with Annual Report.

However, the Board of Directors and the management of the Company take all necessary steps to ensure that a good corporate governance structure is maintained and followed by the Company. The Board is moving ahead with an aim of maintaining a sustainable corporate environment which can keep a check and balance on the governance of the Company.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Managements 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)

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

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act, 2013 and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at workplace, with a mechanism of lodging & redress the complaints. All employees (permanent, contractual, temporary, trainees, etc.) are covered under this policy.

Your Directors further state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment, or no complaint (s) / case (s) is pending with the Company during the year under review.

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

33. 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 Companys shares.

The Insider Trading Policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price-sensitive information and code of conduct for the prevention of Insider Trading is available on the website www.safefintech.in.

34. 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.

Your 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, 2025.

35. POLICIES AND DISCLOSURE REQUIREMENTS

In terms of provisions of the Companies Act, 2013 the Company has adopted various policies which are available on its website under link https://www.safefintech.in/investor?id=101

36. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed there under. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

The Company remains committed to supporting its women employees by providing a safe, inclusive and enabling workplace that encourages work-life balance and facilitates a smooth transition during and after maternity.

No complaints or grievances relating to maternity benefits were reported during the financial year 2024-25.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 for conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of energy:

Particulars	Remarks
the steps taken or impact on conservation of energy the steps taken by the company for utilizing alternate sources of energy the capital investment on energy conservation equipments	The Company is taking due care for using electricity in the office. The Company usually takes care for optimum utilization of energy.
(b) Technology absorption:
Particulars	Remarks
the efforts made towards technology absorption	The Company continuous to use the latest technologies for improving the productivity and quality of its products and services.
the benefits derived like product improvement, cost reduction, product development or import substitution	The Company has developed a culture of staying informed about the latest developments in related technology as well as constantly updating the same . Such innovations have led us to be in the forefront amongst our competitors.
in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported;	NIL
(b) the year of import;	NIL
(c) whether the technology been fully absorbed;	NIL
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NIL
the expenditure incurred on Research	NIL
and Development

(c) Foreign exchange earnings and Outgo:

Foreign Exchange Gain/ Loss	Nil
Export Sales/Service realized in Foreign Currency	Nil
Foreign outgo	Nil

38 . SECRETARIAL STANDARDS:

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

39. HUMAN RESOURCES:

The Company considers its human workforce as a valuable resource and ensures their strategic alignment with the business priorities and objectives. The board has laid down procedures which emphasizes the need of attaining organizational goals through individual growth and development.

The management has also been providing necessary training in regard with the assignments in hand and is ensuring the personal development across its workforce, employees, staff which excels them for higher engagement and exposure to new opportunities through skill development.

40. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The directors had prepared the annual accounts on a going concern basis; and (e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (Although this point is not applicable as the company is not a listed company.) (f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

41. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your 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).

42. CERTIFICATION FROM CHIEF FINANCIAL OFFICER/ MANAGING DIRECTOR OF THE COMPANY:-

The Company has obtained a Compliance Certificate in accordance with Regulation 17(8) of SEBI (Listing obligations and disclosures Requirements) Regulations, 2015 from Mr. RAJESH KUMAR SODHANI, Managing Director and Ms. DEEPTI MAHESHWARI Chief Financial Officer (CFO) of the Company.

The same is enclosed as Annexure - F of the Annual Report.

43. DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP-1 under Section 184(1) as well as intimation of non-disqualification in Form DIR-8 under Section 164(2) and the same has been presented and approved by the board in their first board meeting for the financial year.

44. 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 www.safefintech.in

45 . APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year, the company did not have made any application or no proceeding pending under the insolvency and bankruptcy code, 2016 (31 of 2016). No instance of one-time settlement occurred during the year.

46. THE 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 ALONG WITH THE REASONS THEREOF:

During the year, the company has not made any one-time settlement of loan from bank or financial institutions.

47. REMUNERATION/COMMISSION DRAWN FROM HOLDING/SUBSIDIARY COMPANY: -

There were no such instances during the relevant financial year requiring the disclosure under section 197(14) of the Companies Act, 2013.

48 DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANYS CODE OF CONDUCT:

According to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Code of Conduct of the Company has been approved and adopted by the Board of Directors of the Company. All Board members and senior management personnel have affirmed the compliance with the code.

In compliance with the Listing Regulations, a confirmation from the Managing Director regarding the adherence to this Code by all Directors and Senior Management is incorporated into this report as Annexure-G.

49. OTHER DISCLOSURES: i. There was no commission paid by the company to its managing director or whole-time directors, so no disclosure required in pursuance to the section 197(14) of The Companies Act, 2013. ii. There was no revision of financial statements and the Boards Report of the Company during financial year;

A. Disclosures with respect to demat suspense account/ unclaimed suspense account

There are no shares of the Company held in demat suspense account or unclaimed suspense account.

B. Disclosure of certain types of agreements binding listed entities

There are no agreements referred under clause 5A of paragraph A of Part A of Schedule III of SEBI (LODR) Regulations, 2015 which can impact the management or control of the Company or impose any restriction or create any liability upon the Company.

C. Disclosure of Accounting Treatment

The financial statements have been prepared on the accrual basis of accounting in accordance with the Generally Accepted Accounting Principles (GAAP) in India. Indian GAAP comprises mandatory accounting standards as specified under the section 133 of the Companies Act, 2013 read with Rule 7 of Companies (Accounts) Rules, 2014.

50. ACKNOWLEDGEMENTS & APPRECIATION:

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

The Board gratefully acknowledges the unwavering commitment and support of employees and key stakeholders, including banking partners, shareholders, and government authorities, which have been instrumental to the Companys sustained growth.