Safa Systems & Technologies Ltd

In-principle approval

• BSE approves in-principle for promoter preferential issue of up to 23,90,000 shares at ₹20.47 each (₹48,923,300).

Safa Systems & Technologies Ltd – Trading Window closure from 01 October 2026 until the end of 48 hours after the declaration of Un-Audited Financial Results for the Half year ended 30 September 2026

Director Appointment

• Type of change: Appointment of Additional Non-Executive Independent Director.
• Name and designation: Mr. Anupabraham Thaliyaparambil Joseph, Additional Non-Executive Independent Director.
• Effective date and term: Effective Sept 15, 2026; term not specified; subject to member approval.
• Reason for change: Appointment of Additional Director.
• Brief profile: B.Com; 10+ years across travel, electronics, retail, and services; operations, sales, distribution, business development.
• Relationships: No relation with existing Directors.
• Not debarred: Not debarred from holding office.
• Board/composition impact: Addition to board; subject to member approval.
• DIN filing: Filing of DIN with ROC for appointment; DIN 11947363.

AGM Details

• Held on 11 September 2026 at 3:30 PM via VC/OAVM; commenced 3:34 PM and concluded 3:45 PM.
• Quorum confirmed; proxies not applicable due to VC/OAVM.

Ordinary Business

• Adoption of standalone financial statements for year ended 31 March 2026.
• Adoption of consolidated financial statements for year ended 31 March 2026.
• Re-appointment of director retiring by rotation.

Special Business

• Re-appoint Independent Director Sankaranarayanan Nair Sreejith for second five-year term.
• Re-appoint Independent Director Bengolan Anilkumar for second five-year term.
• Shift registered office from Kerala to Delhi and amend Memorandum of Association.
• Borrowing power up to Rs 500 crores under Section 180(1)(c).
• Increase in credit limits to create charges on assets under Section 180(1)(a).
• Waiver of recovery for excess managerial remuneration paid to MD (April 2024–March 2026).
• Waiver of recovery for excess managerial remuneration paid to Non-Executive Director (April 2024–March 2026).
• Approval for managerial remuneration exceeding limits under Section 197.
• Increase in remuneration of the Managing Director.
• Increase in remuneration of Non-Executive Director.
• Issuance of Equity Shares on a Preferential Basis.

Voting Status

• Voting results to be disclosed separately with Scrutinizers' report.

agm details

• AGM conducted via VC/OAVM on a scheduled date with remote voting.

resolutions and outcomes

• Ordinary: Adopt standalone financial statements; approved.
• Ordinary: Adopt consolidated financial statements; approved.
• Ordinary: Re-appointment of director liable to retirement by rotation; approved.
• Special: Re-appointment of Independent Director (Seat A); approved.
• Special: Re-appointment of Independent Director (Seat B); approved.
• Special: Shifting registered office to Delhi; MOA amendment approved.
• Special: Borrowing powers up to a specified limit; approved.
• Special: Increase in limits for creating charges on assets; approved.
• Special: Waiver for recovery of excess managerial remuneration to MD; approved.
• Special: Waiver for recovery of excess remuneration to Non-Executive Director; approved.
• Special: Approval for managerial remuneration in excess of limits; approved.
• Special: Increase in remuneration of MD; approved.
• Special: Increase in remuneration of Non-Executive Director; approved.
• Special: Issuance of equity shares on preferential basis; approved.

director changes

• Independent directors re-appointed.
• Director liable to retirement by rotation re-appointed.

other governance actions

• Relocation of registered office, creation of charge, and preferential issue approved.

Book Closure Details

• Book closure: 5 September 2026 to 11 September 2026, both days inclusive.
• Purpose: for the 5th Annual General Meeting.
• AGM date: 11 September 2026 at 03:30 PM via video conferencing.
• Type of security: Equity shares.
• E-voting period: 8 September 2026 09:00 to 10 September 2026 17:00.
• Remote voting cut-off: 4 September 2026.

agm details

• AGM on 11 September 2026 at 03:30 P.M. IST via VC/OAVM.
• Record date for remote e-voting: 04 September 2026.
• Remote e-voting: 08–10 September 2026; voting via CDSL during AGM.
• Annual report and notice served by email; posted on company website.

key resolutions

• Item 1: Adopt standalone financial statements for year ended 31 Mar 2026.
• Item 2: Adopt audited consolidated financial statements for year ended 31 Mar 2026.
• Item 3: Re-appoint Hydrose as Director, liable to retirement by rotation.
• Item 4: Re-appoint Sankaranarayanan Nair Sreejith as Independent Director.
• Item 5: Re-appoint Bengolan Anilkumar as Independent Director.
• Item 6: Shift registered office from Kerala to Delhi; MOA amendment.
• Item 7: Borrow funds up to Rs 500 crore.
• Item 8: Increase charge creation limit to Rs 500 crore.
• Item 9: Waiver of excess remuneration to MD for 2024-25 and 2025-26.
• Item 10: Waiver of excess remuneration to Sruthi Ali for 2024-25 and 2025-26.
• Item 11: Authorise payment of managerial remuneration in excess of limits for any year.
• Item 12: Increase MD remuneration to Rs 5,00,000 p.a.
• Item 13: Increase Sruthi Ali remuneration to Rs 5,00,000 p.a.
• Item 14: Preferential issue of up to 23.90 lakh equity shares at Rs 20.47.

dividend

• Dividend: no dividend proposed or declared for the year.

voting results

• Voting results not provided in filing; results to be declared at AGM.

director changes

• Hydrose (Hydrose Abdhul Kadher) retirement by rotation; eligible for re-appointment.
• Sankaranarayanan Nair Sreejith re-appointed as Independent Director.
• Bengolan Anilkumar re-appointed as Independent Director.

auditors

• Statutory Auditor: Kapish Jain & Associates; five-year term (2022–27).
• Secretarial Auditor: Amit Saxena & Associates; five-year term (2025–30).
• Internal Auditor: Alingal Pandian Rajeswari appointed for 2025-26.

material related party transactions

• Related party sales: Kanone Technologies ₹25.50 L; Faizal ₹0.63 L.
• Remuneration to directors: Faizal 15.60 L; Sruthi 15.60 L; Alingal 3.74 L.
• Unsecured borrowings from Faizal: ₹196.02 L; repayments ₹132.68 L.
• Balance payable to Sruthi: ₹0.40 L.

other material approvals

• Preferential issue to promoters/promoter group up to 23.90 L shares at ₹20.47.
• Post-issue promoter stake shown; related disclosures and lock-ins to apply.

Governance approvals

• Approved AGM notice for 11 Sep 2026 via VC/OAVM.
• Approved Director's Report for the financial year ended 31 March 2026.
• Re-appointed Independent Director Sankaranarayanan Nair Sreejith; effective Dec 6, 2026, for five years.
• Re-appointed Independent Director Bengolan Anilkumar; effective Dec 6, 2026, for five years.
• Shift of registered office from Kerala to Delhi; MOA amendment subject to approvals.

Capital & remuneration actions

• Borrowing power up to ₹500 crore approved.
• Increased charge-creation limits under Section 180(1)(a).
• Waiver of excess managerial remuneration for MD Faizal Bavaraparambil Abdul Khader.
• Waiver of excess remuneration for NED Sruthi Muhammed Ali.
• Remuneration above limits approved for any financial year.
• Remuneration increase for MD Faizal Bavaraparambil Abdul Khader.
• Remuneration increase for NED Sruthi Muhammed Ali.
• Proposed preferential issue of up to 23,90,000 shares at ₹20.47 to promoters.
• Aggregate consideration up to ₹4.89 crore.
• Approvals required at the 5th AGM.