Safa Systems & Technologies Limited has scheduled its fifth Annual General Meeting (AGM) for Friday, September 11, 2026, at 3:30 p.m. IST. The meeting will be conducted exclusively through Video Conferencing (VC) or Other Audio-Visual Means (OAVM). Electronic copies of the AGM notice and the Annual Report for the financial year ended March 31, 2026, were dispatched to members with registered email addresses on August 1, 2026.

Key Meeting and E-Voting Details

The remote e-voting facility is provided by Central Depository Services (India) Limited (CDSL). Shareholders holding shares as on the cut-off date of September 8, 2026, are eligible to vote. The share transfer books of the company will remain closed from Saturday, September 5, 2026, to Friday, September 11, 2026 (both days inclusive).

In compliance with Regulation 30 and Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pre-dispatch newspaper advertisements were published on August 12, 2026, in "Financial Express" (English) and "Metro Vaartha" (Malayalam). A post-dispatch advertisement regarding the dispatch of the Annual Report and AGM notice was published in the same newspapers on August 20, 2026.

Preferential Allotment Proposal

A primary agenda item for the AGM is the approval of a preferential allotment of up to 23,90,000 fully paid-up equity shares of face value ₹10 each. The issue price is set at ₹20.47 per share, determined based on a valuation report by Ms. R Abinaya, a Registered Valuer. The aggregate consideration for the issue will not exceed ₹4.89 crore.

The proceeds are earmarked for working capital requirements (₹3.62 crore), general corporate purposes (₹1.20 crore), and issue expenses (₹75,000). The allotment is proposed to promoters and promoter group entities, including Managing Director Faizal Bavaraparambil Abdul Khader and Sruthi Muhammed Ali. Post-allotment, the promoter group’s shareholding is expected to rise from 44.35% to 49.21%.

Financial Performance for FY26

The company reported a standalone net profit after tax of ₹252.53 lakh for FY26, an increase of 50.8% from ₹167.42 lakh in FY25. This growth occurred despite a 16.6% decline in revenue from operations, which fell to ₹4,330.64 lakh from ₹5,190.31 lakh in the previous year.

The improvement in profitability was driven by better cost management, resulting in a net profit ratio expansion to 0.58% from 0.32% in FY25. However, total borrowings increased significantly to ₹592.95 lakh from ₹392.26 lakh, leading to a higher debt-to-equity ratio of 1.56 times compared to 1.10 times in the prior year. This increase was attributed to higher utilization of working capital borrowings during the year.

What the Numbers Show

Despite the revenue contraction, the company’s operating efficiency improved, evidenced by the rise in net profit margin. However, the significant increase in short-term borrowings—particularly repayable-on-demand facilities—has heightened leverage. The debt service coverage ratio improved substantially to 1.41 times from 0.38 times, indicating better ability to meet debt obligations from earnings, though the reliance on debt financing remains a key structural shift in the balance sheet.

Shareholder Action Required

Shareholders who have not registered their email addresses are requested to update this information with their respective DPs immediately. This step is critical for receiving the AGM notice, accessing the annual report, and exercising voting rights during the meeting. Since no physical share certificates exist, separate communication under Regulation 36(1)(b) of the SEBI Listing Regulations is not required. Divya Modi, Company Secretary and Compliance Officer, signed the disclosure on behalf of the Board.

Safa Systems & Technologies approved a preferential allotment of 23.90 lakh equity shares to its promoters and promoter group members, raising an aggregate consideration not exceeding ₹4,89,23,300. The issue price is set at ₹20.47 per share, including a premium of ₹10.47 over the face value of ₹10.

The board of directors took these decisions during a meeting held on August 19, 2026, at its registered office in Ernakulam, Kerala. The allotment involves eight investors from the promoter group, reinforcing their stake in the company. Post-allotment, Managing Director Faizal Bavaraparambil Abdul Khader’s shareholding will increase from 11.55% to 15.29%, while Non-Executive Director Sruthi Muhammed Ali’s stake will rise from 6.21% to 6.58%.

Capital Raise and Shareholding Changes

The preferential issue is subject to shareholder approval at the fifth annual general meeting (AGM) scheduled for September 11, 2026. The transaction adheres to Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and applicable provisions of the Companies Act, 2013.

Other promoter group members, including Pathukunju Abdul Khader, Soumya Arakkal Ayyoob, Ayyoob Bavaraparambil Abdul Khader, and Anaz Abdul Khader Bavaraparambil, will see marginal increases in their respective stakes.

Board Approvals and Corporate Actions

Beyond the capital raise, the board authorized significant operational and governance changes:

• Borrowing Powers: The company received approval to borrow funds up to ₹500 crore under Section 180(1)(C) of the Companies Act, 2013. This power requires subsequent shareholder ratification.
• Registered Office Shift: The board approved moving the registered office from Kerala to the National Capital Territory of Delhi. This move entails consequential amendments to Clause II of the Memorandum of Association and requires approvals from shareholders, the Central Government (via Regional Director), and other relevant authorities.
• Director Re-appointments: Mr. Sankaranarayanan Nair Sreejith and Mr. Bengolan Anilkumar were re-appointed as independent directors for five-year terms commencing December 6, 2026, pending AGM approval.
• Managerial Remuneration: The board waived recovery of excess managerial remuneration paid to MD Faizal Bavaraparambil Abdul Khader and Non-Executive Director Sruthi Muhammed Ali for the period April 1, 2024, to March 31, 2026. It also approved increases in their remuneration and the payment of managerial remuneration in excess of Section 197 limits for any financial year.

The 5th AGM will be conducted via video conferencing or other audio-visual means on September 11, 2026, at 3:30 pm.