Safari Industries (India) Ltd

To

The Members,

Your Directors are pleased to present the 45th (Forty Fifth) Director's Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31st March 2025.

(Rs. in Crore)

Standalone:

The Total Income of the Company for the financial year 2024-25 stood at Rs. 1,808.31 Crore as against last years' Rs. 1,565.11 Crore. Profit Before Tax for the year was at Rs. 152.28 Crore as against last year's Rs. 203.78 Crore. The Total Comprehensive Income was Rs. 116.17 Crore as against Rs. 153.41 Crore of the previous year.

As on 31st March 2025, the Reserves and Surplus of the Company were at Rs. 891.03 Crore.

Consolidated:

The Total Income of the Company for the financial year 2024-25 stood at Rs. 1,800.05 Crore as against last years' Rs. 1,564.30 Crore. Profit Before Tax for the year was at Rs. 185.57 Crore as against last years' Rs. 230.12 Crore. The Total Comprehensive Income was Rs. 141.38 Crore as against Rs. 174.73 Crore of the previous year.

The Total Income of Safari Manufacturing Limited for the financial year 2024-25 stood at Rs. 483.29 Crore as against last year's Rs. 322.83 Crore. Profit Before Tax was at Rs. 36.83 Crore as against last year's Profit of Rs. 29.32 Crore. The Total Comprehensive Income was Rs. 28.15 Crore as against Rs. 23.68 Crore of the previous year.

During the year under review, Safari Manufacturing Limited after completion of trial-runs, has successfully commenced its commercial production/ manufacturing of luggage on 2nd December 2024 at its newly set up greenfield manufacturing facility at Jaipur, Rajasthan.

The Total Income of Safari Lifestyles Limited for the financial year 2024-25 stood at Rs. 341.19 Lakh as against last year's Rs. 246.38 Lakh. Loss Before Tax was at Rs. 55.35 Lakh as against last year's Loss of Rs. 36.52 Lakh. The Total Comprehensive Income was Rs.(47.12) Lakh as against Rs. (41.23) Lakh of the previous year.

2. DIVIDEND:

The Board of Directors are pleased to recommend for your consideration a final dividend of Rs. 1.50 per

Equity Share of Rs. 2/- each i.e. 75% on the paid-up value for the financial year 2024-25 (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 8th November 2024, declared and paid Interim Dividend at the rate of Rs. 1.50 (75%) 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. 19th November 2024.

3. TRANSFER TO RESERVES:

It is not proposed to transfer any amount to reserves out of the profits earned during FY 2024-25.

4. SHARE CAPITAL:

During the year under review, the Company's paid-up share capital increased from Rs. 9,75,34,428/- (Rupees Nine Crore Seventy-Five Lakh Thirty-Four Thousand Four Hundred and Twenty-Eight only) to

Rs. 9,77,73,088/- (Rupees Nine Crore Seventy-Seven Lakh Seventy-Three Thousand and Eighty-Eight only) on account of allotment of 1,00,130 Equity Shares through ESAR Allotments and 19,200 Equity Shares through ESOP Allotments.

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.

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 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 2025 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 2023-24 and Interim Dividend for FY 2024-25 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.

In accordance with the provisions of Section 152 of the Act and the Company's Articles of Association, Mr. Sumeet Nagar (DIN: 02099103), 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. Sumeet Nagar has provided his consent for re-appointment.

The aforesaid re-appointment with a brief profile and other related information of Mr. Sumeet Nagar forms part of the Notice convening the ensuing AGM.

On the recommendation of the Nomination, Remuneration and Compensation Committee, the Board appointed Mr. Sanjiv Kakkar (DIN: 00591027) as an Additional Non-Executive Independent Director of the Company for a period of 5 years commencing from 6th May 2025 to 5th May 2030, subject to approval of the Members in the ensuing AGM.

The aforesaid appointment with a brief profile and other related information of Mr. Sanjiv Kakkar forms part of the Notice convening the ensuing AGM.

In the opinion of the Board, all Directors including the Directors appointed/ re-appointed during the year possess requisite qualifications, experience and expertise and holds high standards of integrity. All the Independent Directors have passed or are exempted from passing the pro_ciency 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.

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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("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 accordance with the provisions of Section 203 of the Act, following are the Key Managerial Personnel of the Company:

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.

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 4th February 2025 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.

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.

The Audit Committee of the Board of Directors of the Company comprises of the following Members as on 31st March 2025:

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 enclosed 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 enclosed 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. This Annexure will be available on the website of the Company at www.safaribags.com, from the date of dispatch of the Notice of AGM. The information is also available for inspection by the Members at the Registered Office of the Company between 11:00 am (IST) to 1:00 pm (IST) 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 Secretary 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. 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://www.safaribags.com/investors-relations/ annual-reports/.

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://www.safaribags.com/investors-relations/ annual-reports/ .

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.

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 or adverse remark.

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.

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, the Company had appointed M/s. Dilip Bharadiya & Associates, Practicing Company Secretaries (Membership No. 7956 & CP No. 6740) to conduct Secretarial Audit for the financial year 2024-25.

Further, pursuant to Regulation 24A of the Listing Regulations, the Board of Directors of the Company, on the recommendation of the Audit Committee, recommends the appointment of M/s. Dilip Bharadiya & Associates (Membership No. 7956 & CP No. 6740) as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years commencing from FY 2025-26 to FY 2029-30.

M/s. Dilip Bharadiya & Associates have confirmed that they are not disqualified from being appointed as Secretarial Auditors of the Company. They have also 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.

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 (Membership No. 7956 & CP No. 6740), Secretarial Auditors of the Company has conducted Secretarial Audit for the financial year 2024-25 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.

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.

As on the financial year ended 31st March 2025, 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 forthefinancialyear2024-25.TheFinancialStatements 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 to the Company Secretary 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.

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.

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.

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.

During the year under review, 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.

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.

Details of loans, guarantees and investments covered under Section 186 of the Act forms part of the notes to the Standalone Financial Statements.

The Annual Return for financial year 2024-25 has been uploaded on the website of the Company at https://safaribags.com/pages/ investor-relations#annualfireturns.

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.

Details on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo, etc. are annexed as Annexure H to this Report.

Management Discussion and Analysis Report for the year under review, as stipulated under Listing Regulations is annexed as Annexure I to this Report.

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_socialfiresponsibily.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.

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.

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.pdf.

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.

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.

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.