To
The Members,
Your Directors are pleased to present the 46th (Forty Sixth) Director's
Report on the business and operations of the Company together with the Audited Financial
Statements for the financial year ended 31st March 2026.
1. STATE OF AFFAIRS OF THE COMPANY:
A) FINANCIAL RESULTS:
Particulars |
Standalone |
Consolidated |
|
2025-26 |
2024-25 |
2025-26 |
2024-25 |
Revenue from operations |
2,042.54 |
1,769.66 |
2,047.02 |
1,771.58 |
Other income |
37.24 |
38.65 |
24.79 |
28.47 |
Total Income |
2,079.78 |
1,808.31 |
2,071.81 |
1,800.05 |
Expenses |
1,917.88 |
1,656.03 |
1,855.47 |
1,614.48 |
Profit/ (Loss) Before Tax |
161.90 |
152.28 |
216.34 |
185.57 |
Tax expense |
37.12 |
34.75 |
48.58 |
42.77 |
Profit/ (Loss) After Tax |
124.78 |
117.53 |
167.76 |
142.80 |
Other comprehensive income |
(0.59) |
(1.36) |
(0.61) |
(1.42) |
Total Comprehensive Income for the period |
124.19 |
116.17 |
167.15 |
141.38 |
B) PERFORMANCE REVIEW:
Standalone:
The Total Income of the Company for the financial year 2025-26 stood at Rs. 2,079.78
Crore as against last years' Rs. 1,808.31 Crore. Profit Before Tax for the year was at Rs.
161.90 Crore as against last year's Rs. 152.28 Crore. The Total Comprehensive Income was
Rs. 124.19 Crore as against Rs. 116.17 Crore of the previous year.
As on 31st March 2026, the Reserves and Surplus of the Company were at Rs.
1,009.19 Crore.
Consolidated:
The Total Income of the Company for the financial year 2025-26 stood at Rs. 2,071.81
Crore as against last years' Rs. 1,800.05 Crore. Profit Before Tax for the year was at Rs.
216.34 Crore as against last years' Rs. 185.57 Crore. The Total Comprehensive Income was
Rs. 167.15 Crore as against Rs. 141.38 Crore of the previous year.
Highlights on the performance of wholly owned subsidiaries and their contribution to
the overall performance of the Company:
a) Safari Manufacturing Limited:
The Total Income of Safari Manufacturing Limited for the financial year 2025-26 stood
at Rs. 702.48 Crore as against last year's Rs. 483.29 Crore. Profit Before Tax was at Rs.
56.28 Crore as against last year's Profit of Rs. 36.83 Crore. The Total Comprehensive
Income was Rs. 44.51 Crore as against Rs. 28.15 Crore of the previous year.
b) Safari Lifestyles Limited:
The Total Income of Safari Lifestyles Limited for the financial year 2025-26 stood at
Rs. 338.04 Lakh as against last year's Rs. 341.19 Lakh. Loss Before Tax was at Rs. 43.47
Lakh as against last year's Loss of Rs. 55.36 Lakh. The Total Comprehensive Income was Rs.
(38.48) Lakh as against Rs. (47.12) Lakh of the previous year.
2. DIVIDEND:
The Board of Directors are pleased to recommend for your consideration a final dividend
of Rs. 2/- per Equity Share of Rs. 2/- each i.e. 100% on the paid-up value for the
financial year 2025-26 (in the previous year, the Company declared and paid final dividend
of Rs. 1.50 per equity share of Rs. 2/- each i.e. 75% on the paid-up value).
During the year under review, the Board of Directors in its Meeting held on 10th
November 2025, declared and paid Interim Dividend at the rate of Rs. 2/- (100%) per equity
share of Rs. 2/- each to those Members whose names appeared in the Register of Members of
the Company on the record date i.e. 14th November 2025.
3. TRANSFER TO RESERVES:
It is not proposed to transfer any amount to reserves out of the profits earned during
FY 2025-26.
4. SHARE CAPITAL:
During the year under review, the Company's paid-up share capital increased from Rs.
9,77,73,088/- (Rupees Nine Crore Seventy-Seven Lakh Seventy-Three Thousand and
Eighty-Eight only) to Rs. 9,79,87,854/- (Rupees Nine Crore Seventy-Nine Lakh Eighty-Seven
Thousand Eight Hundred and Fifty Four only) on account of allotment of 97,183 Equity
Shares through ESAR Allotments and 10,200 Equity Shares through ESOP Allotments.
Equity shares with differential rights:
The Company has not issued any equity shares with differential rights and hence, no
information as per provisions of Rule 4(4) of the Companies (Share Capital and Debentures)
Rules, 2014 is furnished.
Sweat equity shares:
The Company has not issued any sweat equity shares and hence, no information as per
provisions of Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is
furnished.
5. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
In accordance with the applicable provisions of Section 124 and 125 of the Companies
Act, 2013 ("the Act") read with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 and amendments thereof, the relevant
dividend amounts which remain unpaid and unclaimed for a period of seven years have been
transferred to the Investor Education and Protection Fund ("IEPF") from time to
time. Further, Equity Shares in respect of which dividend has not been encashed by the
Members during the last seven consecutive years, from the date of transfer to the unpaid
dividend account of the Company, have been transferred to the designated Demat Account as
prescribed by the IEPF Authority from time to time.
Details of the unpaid and unclaimed dividend amount lying with the Company as on 31st
March 2026 have been uploaded on the Company's website at https://
safaribags.com/pages/investor-relations#unclaimed unpaid dividends .
During the year under review, the Company had declared and paid Final Dividend for FY
2024-25 and Interim Dividend for FY 2025-26 to its eligible Shareholders. Hence, IEPF
being the Shareholder as on the respective Record Dates, the Final and Interim Dividend
were transferred in favour of IEPF. The Company has transferred the amounts and filed
requisite Forms within the specified timelines.
6. DIRECTORS AND KEY MANAGERIAL PERSONNELS:
a) RETIREMENT BY ROTATION:
In accordance with the provisions of Section 152 of the Act and the Company's Articles
of Association, Mr. Piyush Goenka (DIN: 02117859), Director of the Company is liable to
retire by rotation at the ensuing Annual General Meeting ("AGM") and being
eligible, has offered himself for re-appointment. Mr. Piyush Goenka has provided his
consent for re-appointment.
The aforesaid re-appointment with a brief profile and other related information of Mr.
Piyush Goenka forms part of the Notice convening the ensuing AGM.
b) INDEPENDENT DIRECTORS:
Appointment/ Re-appointment:
During the year under review, Ms. Manjaree Chowdhary (DIN: 03402143) was appointed as a
Non-Executive and Independent Director of the Company for a period of 5 years with effect
from 2nd August 2025 till 1st August 2030. Additionally, the Members
of the Company in its AGM held on 1st August 2025 appointed Mr. Sanjiv Kakkar
(DIN: 00591027) as Non-Executive Independent Director of the Company for a period of 5
years commencing from 6th May 2025 to 5th May 2030.
The current term of Mr. Sridhar Balakrishnan (DIN: 08699523) and Mr. Aseem Dhru (DIN:
01761455), Independent Directors of the Company expires on 9th August 2026 and
31st October 2026, respectively. On the recommendation of the Nomination,
Remuneration and Compensation Committee, the Board of Directors of the Company have
re-appointed Mr. Sridhar Balakrishnan and Mr. Aseem Dhru as Independent Directors of the
Company for a period of 5 years w.e.f. 10th August 2026 and 1st
November 2026, subject to approval of the Members at the ensuing AGM.
The aforesaid appointments with a brief profile and other related information of Mr.
Sridhar Balakrishnan and Mr. Aseem Dhru forms part of the Notice convening the ensuing
AGM.
Tenure completion/ resignation:
Mrs. Vijaya Sampath (DIN: 00641110),
Non-Executive and Independent Director of the Company was re-appointed on 5th
August 2020 for a period of 5 years. Since her second tenure as Non-Executive and
Independent Director expired on 4th August 2025 and pursuant to Section 149 of
the Act, she was not eligible for re-appointment.
Mr. Rahul Kanodia (DIN: 00075801),
Non-Executive Independent Director of the Company, tendered his resignation from the
Board of Directors of the Company with effect from 20th May 2026, due to
reasons specified in his resignation letter. In compliance with Regulation 30 read with
Clause 7B of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, ("Listing Regulations"), Mr. Kanodia has
confirmed that there are no other material reasons for his resignation other than those
stated in the said resignation letter.
The Board placed on record its sincere appreciation for the valuable contributions made
by Mrs. Vijaya Sampath and Mr. Rahul Kanodia as Non-Executive Independent Directors of the
Company.
Declaration:
During the year under review, pursuant to Section 134(3)(d) of the Act, declarations
were received from all the Independent Directors confirming that they fulfil the criteria
of independence specified under Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations.
Terms and conditions of appointment of Independent Directors are placed on the website
of the Company at https://files.safaribags.com/ pub/media/Appointment Letter/Terms-of-
Appointment-of-Independent-Director.pdf
In the opinion of the Board, all Directors including the Directors appointed/
re-appointed mentioned herein possess requisite qualifications, experience and expertise
and holds high standards of integrity.
All the Independent Directors have passed or are exempted from passing the proficiency
test, as the case may be. The list of key skills, expertise and core competencies of the
Board is provided in the Corporate Governance Report which is annexed as Annexure A.
Criteria for determining qualification, positive attributes and independence of a director
is given in the Nomination and Remuneration Policy.
c) KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 203 of the Act, following are the Key
Managerial Personnel of the Company as on 31st March 2026:
| Sr. No. Name |
Designation |
| 1. Mr. Sudhir Jatia |
Managing Director |
| 2. Mr. Vineet Poddar |
Chief Financial Officer |
| 3. Mr. Rameez Shaikh* |
Company Secretary |
‘During the year under review, Mr Rameez Shaikh served his resignation to the
Company. He ceased to be the Company Secretary, Compliance Officer and Nodal Officer of
the Company w. e. f 17h April 2026.
During the year under review, the Board of Directors in its Meeting held on 10th
February 2026 and the Members of the Company through Postal Ballot results of which were
declared on 19th March 2026 re-appointed Mr. Sudhir Jatia (DIN: 00031969),
Managing Director of the Company for further period of five years commencing from 18th
April 2026 till 17th April 2031.
d) NOMINATION AND REMUNERATION POLICY:
The Company has adopted a Nomination and Remuneration Policy on criteria for
determining Directors' appointment and remuneration including qualifications, positive
attributes, independence of a director and other matters provided under Section 178(3) of
the Act. The remuneration paid to the Directors is as per the terms laid out in the
Nomination and Remuneration Policy of the Company.
The said Policy lays down the guidelines to be followed in relation to:
A. Appointment of the directors and key managerial personnel of the Company;
B. Fixation of the remuneration of the directors, key managerial personnel and other
employees of the Company; and
C. Evaluation of performance of directors, key managerial personnel and other employees
of the Company.
The objective of this Policy is to inter-alia:
A. Attract, recruit and retain good and exceptional talent;
B. List down the criteria for determining the qualifications, positive attributes and
independence of the directors of the Company;
C. Ensure that the remuneration of the directors, key managerial personnel and other
employees is performance driven, motivates them, recognises their merits and achievements
and promotes excellence in their performance;
D. Motivate such personnel to align their individual interests with the interests of
the Company and further the interests of its stakeholders;
E. Ensure a transparent nomination process for directors with the diversity of thought,
experience, knowledge, perspective and gender in the Board; and
F. Fulfill the Company's objectives and goals, including in relation to good corporate
governance, transparency and sustained long-term value creation for its stakeholders.
During the year under review, there was no change in the Nomination and Remuneration
Policy.
The Nomination and Remuneration Policy of the Company can be viewed on website of the
Company at https://files.safaribags.com/pub/media/Polices/ Nomination and Remuneration
Policy.pdf
e) MANNER OF FORMAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS
COMMITTEES AND INDIVIDUAL DIRECTORS:
During the year under review, performance evaluation of the Board as a whole, its
Committees and individual Directors have been carried out as per the provisions of the
Act. All Independent Directors of the Company at their Meeting held on 9th
February 2026 have evaluated the performance of the Board as a whole, Committees of Board,
the Chairman of the Company and the Non-Independent Directors as per the criteria adopted
by the Nomination, Remuneration and Compensation Committee and the Board.
The performance evaluation of the Board was based on various parameters such as board
composition and quality, board meetings and procedure, minutes and dissemination of
information, board strategy and risk management and overall rating of board performance.
The performance of the individual Directors was evaluated on parameters such as,
participation in board meetings and committee meetings, relationship, knowledge and skill,
code of conduct and overall performance.
The evaluation of the Independent Directors was carried out by the entire Board
excluding the Independent Director being evaluated.
The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.
f) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS DURING THE YEAR:
During the year under review, the Board of Directors have held four (4) Board Meetings.
The details of the Board Meetings and the attendance of the Directors are provided in the
Corporate Governance Report which is annexed as Annexure A.
g) COMPOSITION OF AUDIT COMMITTEE:
The Audit Committee of the Board of Directors of the Company comprises of the following
Members as on 31st March 2026:
| Sr. No. Name of Member |
Position |
Category |
| 1 Mr. Aseem Dhru |
Chairman |
Non-Executive Independent |
| 2 Mr. Sumeet Nagar |
Member |
Non-Executive Non-Independent |
| 3 Ms. Manjaree Chowdhary |
Member |
Non-Executive Independent |
| 4 Mr. Sridhar Balakrishnan |
Member |
Non-Executive Independent |
Recommendations of the Audit Committee not accepted by the Board of Directors of the
Company, along with the reasons thereof: None
7. CORPORATE GOVERNANCE REPORT:
As per the Listing Regulations, a Corporate Governance Report together with a
Certificate from M/s. Dilip Bharadiya & Associates, Practicing Company Secretaries
confirming compliances and non-disqualification/ non-debarment of Board of Directors by
SEBI or Ministry of Corporate Affairs or any regulatory authority thereto is annexed to
this Report as Annexure A.
In compliance with the requirements of Regulation 17(8) of the Listing Regulations, a
certificate from the Managing Director and Chief Financial Officer of the Company was
placed before the Board. The same is annexed as a part of the Corporate Governance Report.
All the Board Members and Senior Management of the Company have affirmed compliance
with the Code of Conduct for Board Members and Employees including Senior Management. A
declaration to this effect duly signed by the Managing Director is annexed as a part of
the Corporate Governance Report.
8. PARTICULARS OF EMPLOYEES:
The information pursuant to Section 197(12) of the Act and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this
Report as Annexure B.
The statement containing particulars of remuneration of employees as required under
Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, are given in Annexure C of this Report.
In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members
excluding the aforesaid Annexure C. The information is also available for inspection by
the Members at the Registered Office of the Company between 11:00 am (1ST) to 1:00 pm
(1ST) on all working days except Saturdays, Sundays and Public Holidays up to the date of
the AGM. Any Member desirous of obtaining a copy of the said Annexure may write to the
Company at the Registered Office Address and/or send an E-mail at investor@safari.in .
9. SAFARI EMPLOYEE STOCK OPTION SCHEME 2016:
Presently, the Company has Employee Stock Option (ESOP) Scheme namely Safari Employee
Stock Option Scheme 2016 ("the ESOP Scheme") which helps the Company to retain
and attract the right talent working for the Company and its wholly owned subsidiaries.
The Nomination, Remuneration and Compensation Committee monitors the Company's ESOP
Scheme.
During the year under review, there were no changes in the ESOP Scheme and the ESOP
Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021.
The disclosures required under the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 are available on the website of the Company at
https://safaribags.com/pages/ investor-relations#policies .
10. SAFARI EMPLOYEES STOCK APPRECIATION RIGHTS SCHEME 2022:
The Company has Safari Employees Stock Appreciation Rights Scheme 2022 ("the ESAR
Scheme") with an objective of rewarding the employees for association, dedication and
contribution to the goals of the Company. The Company intends to use this ESAR Scheme to
attract and retain key talents working with the Company by way of rewarding their
performance and motivate them to contribute to the overall corporate growth and
profitability. The ESAR Scheme covers eligible employees of the Company and its wholly
owned subsidiaries. The Nomination, Remuneration and Compensation Committee monitors the
Company's ESAR Scheme.
During the year under review, there were no changes in the ESAR Scheme and the ESAR
Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021.
The disclosures required under the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 are available on the website of the Company at
https://safaribags.com/pages/ investor-relations#policies .
11. DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134 OF THE ACT:
The Directors hereby confirm:
a) that in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures;
b) that they 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 at the end of the financial year and of the
profit of the Company for that period;
c) that they 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) that they have prepared the annual accounts on a going concern basis;
e) that they 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) that they have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
12. STATUTORY AUDITORS:
M/s. Walker Chandiok & Co LLP (Firm Registration No. 001076N/N500013) were
appointed as Statutory Auditors of the Company for the period of five years commencing
from the conclusion of 42nd AGM of the Company till the conclusion of 47th
AGM of the Company.
The Auditors have confirmed that they have subjected themselves to the peer review
process of the Institute of Chartered Accountants of India ("ICAI") and holds a
valid certificate issued by the Peer Review Board of ICAI.
The Auditor's Report for the year under review does not contain any qualification,
reservation, modified opinion, disclaimer or adverse remark.
13. INTERNAL AUDITORS:
Based on the recommendation of the Audit Committee, the Board of Directors of the
Company has appointed M/s. Moore Singhi Advisors LLP as the Internal Auditors of the
Company.
14. SECRETARIAL AUDITORS:
M/s. Dilip Bharadiya & Associates (Firm Registration No. P2005MH091600) were
appointed as Secretarial Auditors of the Company for a term of 5 (five) consecutive years
commencing from FY 2025-26 to FY 2029-30.
They have confirmed that they have subjected themselves to the peer review process of
the Institute of Company Secretaries of India ("ICSI") and holds a valid
certificate issued by the Peer Review Board of ICSI.
15. SECRETARIAL AUDIT REPORT:
In accordance with the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of
the Listing Regulations, M/s. Dilip Bharadiya & Associates (Firm Registration No.
P2005MH091600), Secretarial Auditors of the Company has conducted Secretarial Audit for
the financial year 2025-26 of the Company and its unlisted material subsidiary viz. Safari
Manufacturing Limited.
The Secretarial Audit Report of the Company and Safari Manufacturing Limited, material
subsidiary are annexed hereto as Annexure D and Annexure E, respectively. The said Reports
contains no qualification, reservation or adverse remark.
16. ACCOUNTING TREATMENT:
The Accounting Treatment is in line with the applicable Indian Accounting Standards
(IND-AS) recommended by the Institute of Chartered Accountants of India and prescribed by
the Central Government, as may be amended from time to time.
17. SUBSIDIARIES:
As on the financial year ended 31st March 2026, the Company has following 2
(two) wholly owned subsidiaries:
a) Safari Manufacturing Limited; and
b) Safari Lifestyles Limited.
Further, during the year under review, no companies have become/ ceased to be joint
ventures or associate companies of the Company.
The Consolidated Financial Statements of the Company include the financial statements
of the aforesaid wholly owned subsidiaries of the Company for the financial year 2025-26.
The Financial Statements of wholly owned subsidiaries are also placed on the website of
the Company at www.safaribags.com . Any Member desirous of obtaining a copy of the said
Financial Statements may send an e-mail at investor@safari.in for the same.
Pursuant to first proviso to Section 129(3) of the Act and Rule 5 of Companies
(Accounts) Rules, 2014, the Report on the performance and financial position of wholly
owned subsidiaries in Form AOC-1 is annexed to this Report as Annexure F.
18. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:
The Board of Directors has adopted a Policy on Internal Financial Controls to ensure
orderly and efficient conduct of the business of the Company, including the Company's
policies. The said Policy is adequate and is operating effectively.
19. RISK MANAGEMENT POLICY:
The Company has adopted the Risk Management Policy, the brief of the same is disclosed
in the Corporate Governance Report annexed as Annexure A to this Report.
20. PARTICULARS OF CONTRACTS WITH RELATED PARTIES:
All the related party transactions entered by the Company during the year under review
were in the ordinary course of business, on arm's length basis and in accordance with the
provisions of the Act read with the Rules issued thereunder. As per Listing Regulations
read with Policy on Related Party Transactions, there were no material related party
transactions entered during the year under review except the transactions entered with its
wholly owned subsidiaries.
During the year under review, as per Section 188 of the Act read with Rules made
thereunder, material transactions entered by the Company in ordinary course of business
and on arm's length basis are disclosed in Form AOC-2 in terms of Section 134 of the Act
read with Rule 8 of the Companies (Accounts) Rules, 2014. Form AOC-2 is annexed to this
Report as Annexure G.
The details of the transactions with Related Parties as per Indian Accounting Standard
24 are set out in Notes to the Financial Statements.
21. VIGIL MECHANISM/ WHISTLE BLOWERS POLICY:
The Company believes in conducting its affairs in a fair and transparent manner by
adopting the highest standards of professionalism, honesty, integrity and ethical
behaviour. In order to achieve the same, the Company has formulated a Whistle Blowers
Policy to provide a secure environment and to encourage all employees, Directors, Members,
customers, vendors and/ or third party intermediaries of the Company to report unethical,
unlawful or improper practices, acts or activities in the Company and to prohibit
managerial personnel from taking any adverse action against those employees/ persons who
report such practices in good faith.
The Policy has been uploaded on the website of the Company at
https://files.safaribags.com/pub/media/ Polices/Whistle Blowers Policy.pdf .
22. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE ACT:
Details of loans, guarantees and investments covered under Section 186 of the Act forms
part of the notes to the Standalone Financial Statements.
23. ANNUAL RETURN:
The Annual Return for financial year 2025-26 has been uploaded on the website of the
Company at https://safaribags.com/pages/ investor-relations#annual returns .
24. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Directors state that the applicable Secretarial Standards, i.e. SS-1 and SS-2
relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively have
been duly followed by the Company.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &
OUTGO:
Details on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings
& Outgo, etc. are annexed as Annexure H to this Report.
26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as stipulated
under Listing Regulations is annexed as Annexure I to this Report.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:
The Company has adopted a CSR Policy in accordance with the provisions of Section 135
of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.
During the year under review, there was no change in the CSR Policy. The same is available
on the website of the Company at https:// files.safaribags.com/pub/media/CSR/Policy on
corporate social responsibily.pdf .
During the year under review, the Company has executed a multiyear ongoing project with
Yuva Unstoppable. Due to this ongoing project and plan of spending funds in multi-years,
the Company was unable to spend two per cent of the average net profit as per Section
135(5) of the Act in the current financial year. Unspent CSR amount pertaining to the
commitments made by the Company towards multi-year ongoing project has been transferred to
a separate Unspent CSR account of the Company and will be spent for the said project
within the next three financial years. Accordingly, the Company has duly complied with
Section 135 of the Act read with Rules thereunder and the CSR policy of the Company.
The composition of the CSR Committee is disclosed in the Corporate Governance Report
which is annexed as Annexure A to this Report. The Report on CSR activities undertaken by
the Company for the year under review is annexed to this Report as Annexure J.
28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (“BRSR”) AND ESG
SECTION:
For the year under review, ESG Section and Business Responsibility and Sustainability
Report required under Listing Regulations is annexed as Annexure K to this Report.
29. BRSR CORE ASSURANCE:
In terms of the requirements of the Listing Regulations read with SEBI Master Circular
HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30th January 2026, the Board of
Directors appointed M/s. DNV Business Assurance India Private Limited ("DNV") as
the Independent Assurance Provider on BRSR Core for the financial year 2025-26.
An Independent Assurance Report on BRSR Core of the Company for the financial year
2025-26 is annexed as Annexure L to this Report.
30. INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The information required as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 is provided in the Corporate Governance
Report which is annexed as Annexure A to this Report.
The Policy for Prevention of Sexual Harassment of Women at Workplace has been uploaded
on the website of the Company at https://files.safaribags. com/pub/media/Polices/Policy
for Prevention of sexual harassment 2.pdf .
31. DIVIDEND DISTRIBUTION POLICY:
In compliance with Regulation 43A of Listing Regulations, the Dividend Distribution
Policy formulated by the Company is available on the website of the Company at
https://files.safaribags.com/pub/ media/Polices/Dividend Distribution Policy.pdf .
32. CHANGE IN REGISTRAR TO AN ISSUE AND SHARE TRANSFER AGENT (“RTA”):
In view of the exponential growth in the no. of shareholders and market share of the
Company in the past few years, the Board of Directors in its Meeting held on 10th
February 2026 appointed MUFG Intime India Private Limited (SEBI Registration No.
INR000004058) as the Registrar to an Issue and Share Transfer Agent ("RTA") of
the Company.
On receipt of communication(s) from both the Depositories i.e. National Securities
Depository Limited and Central Depository Services Limited, Adroit Corporate Services
Private Limited ceased to function as the RTA of the Company and MUFG Intime India Private
Limited (Formerly known as Link Intime India Private Limited) commenced its operations as
the New RTA with effect from 21st April 2026.
The contact details of MUFG Intime India Private Limited is as follows:
Address: C 101, 1st Floor, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai -
400083, Maharashtra, India
Email: investor.helpdesk@in.mpms.mufg.com
Contact: +91 8108116767
33. SHAREHOLDER'S REQUESTS/ QUERIES:
The Shareholders have an option to write directly to the Company or RTA through letters
or emails. Further, for ease of operations, the Shareholders can also use the following
portals, hosted by the Company's RTA: i) 'SWAYAM' is a secure, user-friendly web-based
application with 2 factor authentication, developed by the RTA that empowers Shareholders
to effortlessly access various services. SWAYAM can be accessed by clicking on
https://swayam.in.mpms. mufg.com/ . The key features of this portal are ease of
accessibility and tracking of service requests, user friendly, ease of tracking Corporate
Actions like dividend/ interest/ bonus/ split. It permits to effortlessly raise requests
and submit documents.
It also provides access to all linked PAN accounts, Company wise holdings and security
valuations.
ii) 'iDIA Chatbot' is a Chatbot developed by RTA that utilizes conversational
technology to provide investors with a round-the-clock intuitive platform to ask questions
and get information about any queries. iDIA access is available on
https://in.mpms.mufg.com/ .
34. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961/ CODE ON SOCIAL SECURITY, 2020:
The Company is in compliance with the provisions of the Maternity Benefit Act, 1961/
Code on Social Security, 2020 as amended from time to time.
35. PAYMENT OF REMUNERATION/ COMMISSION TO EXECUTIVE DIRECTORS FROM HOLDING OR
SUBSIDIARY COMPANIES:
The Managing Director of the Company is not in receipt of remuneration/ commission from
any subsidiary company of the Company. The Company has no holding company.
36. GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions/ events during the year under review:
a) Details relating to deposits covered under Chapter V of the Act.
b) Change in nature of Company's business.
c) Details of significant and material orders passed by Regulators or Courts or
Tribunals impacting the going concern status and the Company's operations in future.
d) Material changes and commitments, affecting the financial position of the Company
which have occurred between the end of the financial year and the date of Report.
e) No material fraud has been reported by the Auditors to the Audit Committee of the
Board.
f) Maintenance of cost records as specified by the Central Government under Sub-section
(1) of Section 148 of the Act is not applicable to the Company.
g) No application was made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
h) There has been no one time settlement of loans from banks and financial
institutions.
37. ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the dedicated services of
the employees of your Company at all levels. Further, the Directors would also like to
express their gratitude for the continued support of all the stakeholders and last but not
the least our valued Members, for all their support and trust reposed in the Company.
| ON BEHALF OF THE BOARD OF DIRECTORS |
sd/- |
| For SAFARI INDUSTRIES (INDIA) LIMITED |
Sudhir Jatia |
| Place: Mumbai |
Chairman & Managing Director |
| Date: 19th May 2026 |
DIN:00031969 |
|