To, The Members, Sahana System Limited CIN: L72500GJ2020PLC112865
Your directors are pleased to present the 6 th Boards Report of the Company together with the Standalone & Consolidated Audited Statement of Accounts for the financial year ended on March 31, 2026.
FINANCIAL STATEMENTS & RESULTS: FINANCIAL RESULTS
The Company s financial performance on Standalone & Consolidated basis during the financial year ended on March 31, 2026 as compared to the previous financial year, is summarised as below:
| (Rs. In Lakhs except EPS) | ||||
| Particulars | Standalone 2025-26 | 2024-25 | Consolidated 2025-26 | 2024-25 |
| Revenue from operations | 23,659.24 | 10,840.67 | 33,115.03 | 16745.07 |
| Other income | 401.54 | 177.04 | 673.13 | 178.94 |
| Total Income | 24,060.79 | 11017.71 | 33,788.16 | 16,924.01 |
| Profit before depreciation and amortisation expense, finance costs, exceptional items and tax | 7,071.13 | 2623.56 | 10,647.97 | 5868.66 |
| Less: Depreciation and amortisation expense | 501.13 | 55.63 | 669.24 | 126.90 |
| Profit before finance costs, exceptional items and tax | 6,570.00 | 2567.93 | 9,978.73 | 5741.76 |
| Less: Finance costs | 141.83 | 25.28 | 163.49 | 87.27 |
| Profit before exceptional items and tax | 6,428.17 | 2542.65 | 9,815.24 | 5587.99 |
| Less: Exceptional items | - | - | - | - |
| Profit before tax | 6,428.17 | 2542.65 | 9,815.24 | 5587.99 |
| Less: Tax expense | 1,583.71 | 815.24 | 2,339.06 | 1667.86 |
| Profit for the year | 4,844.46 | 1727.41 | 7,476.18 | 3920.12 |
| Other comprehensive income / (loss), net of tax | - | - | - | - |
| Total Comprehensive income for the year | 4,844.46 | 1727.41 | 7,476.18 | 3920.12 |
| Earnings per share (EPS) | 54.82 | 20.59 | 84.60 | 46.72 |
forms part of the Annual Report.
As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate Audited statement of accounts of the Company and its subsidiaries on its website: https://www.sahanasystem.com/eco-system/investors/financial-highlights and https://www.sahanasystem.com/eco-system/investors/subsidiary-financial-result respectively and a copy of audited financial statements of its subsidiaries will be provided to Shareholders upon their request.
COMPANY S PERFORMANCE
During the financial year under review, considering the standalone performance of the Company basis, the total proforma revenue from operations has increased to Rs. 23,659.24 Lakh from Rs. 10840.67 Lakh . Whereas, the total reported revenue from operations has increased to Rs. 24060.78 Lakh from Rs. 11017.71 Lakh of previous year. The Company earned a Profit before Tax of Rs. 6428.17 Lakhs as compared to Rs. 2542.65 Lakh of previous year . The Company earned a profit after tax of Rs. 4844. 46 Lakh as compared to Rs. 1727.41 Lakh of previous year . During the financial year under review, considering the consolidated performance of the Company, the total proforma revenue from operations has increased to Rs. 33115.03 Lakh from Rs. 16745.07 Lakh . Whereas, the reported total revenue from operations is Rs. 33788.16 Lakh as compared to Rs. 16,924.01 Lakh of previous year. The Company earned a Profit before tax of Rs. 9815.24 Lakh as compared to Rs. 5587.99 Lakh of previous year . The Consolidated Profit after Tax is Rs. 7476. 18 Lakh as against Rs. 3920.12 Lakh of the previous Year.
DIVIDEND
The Board of Directors at their meeting held on May 30, 2026 have recommended to the shareholders a final dividend of Rs. 1/- (or 10%) per share for the financial year ended on March 31, 2026. The Record Date for the purpose of determining the Members eligible to receive final dividend for the financial year 2025-26 shall be Friday, October 9, 2026. Further, during the financial year under review the Board of Directors at their meeting held on June 19, 2025 declared interim dividend of Rs. 1/-(or 10%) per share. The Record Date for the purpose of determining the Members eligible to receive 1 st (First) Interim Dividend for the financial year 2025-26 was fixed at Friday, June 27, 2025. Moreover, the Promoter and Promoter Group have voluntarily waived their right to receive the 1 st (First) Interim Dividend and the final dividend respectively in order to directly contribute to the enhanced liquidity, strengthen the balance sheet, and support the future strategic growth initiatives and capital expenditure requirements of the company. In accordance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( the Listing Regulations ), the Board of Directors of the Company have adopted a Dividend Policy ( Policy ) which endeavors for fairness, consistency and sustainability while distributing profits to the shareholders. Dividend pay-out is in accordance with the Policy which is available on the website of the Company i.e.: https://www.sahanasystem.com/wp-content/uploads/2025/08/Dividend-Policy-Sahana.pdf
4. UNPAID DIVIDEND AND INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ( the IEPF Rules ), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF; established by the Government of India, after completion of 7(seven) years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for 7(seven) consecutive years or more shall also be transferred to the demat account of the IEPF Authority. However, your Company did not have any funds lying unpaid or unclaimed for a period of 7(seven) years in Unpaid Dividend Account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection fund (IEPF).
5. NATURE OF BUSINESS AND ANY CHANGES THEREIN
During the financial year under review, the Companys core business operations remained consistent with its primary objectives. While there has been no material change in the fundamental nature of business activities, the Company has proactively expanded its scope of permissible activities to enhance strategic flexibility and complement its existing operations. During the year under review, there has been no change in the nature of business of the Company.
6. CHANGE OF REGISTERED OFFICE
During the financial year under review, there was no change in the registered office of the Company. However, after the closure of financial year and upto the date of this Report, the Board of Directors at their meeting held on August 3, 2026 have approved the change in the registered office of the Company. Consequently, with effect from August 4, 2026, the Registered Office of the Company has been shifted from: Old Address: 1301, Maple Trade Centre, Nr. Surdhara Circle, Sal Hospital Road, Thaltej, Memnagar, Ahmedabad 380052, Gujarat, India. To the New Address: Sahana House, Meridian Square, Near Zydus Hospital, Hebatpur Road, Thaltej, Ahmedabad 380059, Gujarat, India.
7. TRANSFER TO RESERVES
During the financial year under review, the Board of Directors, after careful consideration of the Companys financial performance and future strategic requirements, determined that no amount was required to be transferred to any specific reserves. Consequently, no transfer to reserves was made by the Company for the period under review.
8. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company continues to strategically expand its market presence and operational capabilities through its subsidiary companies. As on March 31, 2026, the Company operates with a robust structure comprising nine (9) Subsidiary Companies , all actively engaged in the business of Information Technology and its related activities. The details of these companies are as follows:
| Sl. No. Name of the Company | Relation | Corporate | Identification | With | % of Number | Effect From holding |
| 1 Sahana Limited known Limited) | as | Defence (Formerly Softvan | Subsidiary | U72200GJ2020PLC113564 | October | 76.37% 14, 2024 |
| 2 Softvan Limited | Labs | Private | Wholly | U74990GJ2018PTC104906 Owned Subsidiary | August | 100% 18, 2023 |
| 3 Sourceved Technologies Private Limited | Subsidiary | U72900GJ2017PTC099372 | October | 51% | 6, 2024 | |
| 4 Applie Infosol Private Limited | Subsidiary | U72900GJ2020PTC113296 | February | 51% | 3, 2025 | |
| 5 Sahana Limited | Futurio | Tech | Subsidiary | U62099GJ2025PLC161054 | April 4, | 60% 2025 |
| 6 Sahana Limited | Techanalysis | Subsidiary | U62099GJ2025PLC161059 | April 4, | 60% | 2025 |
| 7 Sahana Tech Limited | Marine-Infra | Subsidiary | U62099GJ2025PLC161564 | April 16, | 75% | 2025 |
| 8 Sahana Limited | Healthtech | Subsidiary | U63999GJ2026PLC171746 | January | 80% | 6, 2026 |
| 9 Sahana System INC | Wholly | EIN: 35-2962989 | February | 100% Owned Subsidiary (Foreign) | 24, 2026 |
(I) INCORPORATION OF COMPANIES
During the financial year under review, our Company strategically expanded its portfolio through the incorporation of the following entities, which are our Subsidiary Companies:
| Sl. N o Name Company | of | Corporate Number | Identification | Business | With effect from | Shareholdi ng % |
| 1 Sahana Futurio Tech Limited | U62099GJ2025PLC1610 54 | To carry on the business of consultants, advisors, developers and traders in computer programming, system development, system design, system architecture, software designing, computer aided designs, data compilation and statistical analysis in sync with digital transactions/payments, infrastructure, etc. | April 2025 | 4, | 60% | |
| 2 Sahana Techanalysis Limited | U62099GJ2025PLC1610 59 | To carry on the business of consultants, advisors, developers and traders in computer programming, system development, system design, system architecture, software designing, computer aided designs, data compilation and statistical analysis in sync with data analysis and Business Intelligence, etc. | April 2025 | 4, | 60% | |
| 3 Sahana Marine-Infra Tech Limited | U62099GJ2025PLC161564 | To carry on the business of consultants, advisors, developers and traders in computer programming, system development, system design, system architecture, software designing, computer aided designs, data compilation and statistical analysis and to carry on the business of traders, developers, assemblers, repairs, importers, exporters of software packages, computer systems, computer peripherals, computer parts, computer consumables and electronic communication systems, data publishing and processing systems and other industrial automation systems and gadgets in sync with marine infrastructure | April 2025 | 16, | 75% | |
| 4 Sahana Healthtech Limited | U63999GJ2026PLC1717 46 | To carry on in India or elsewhere the business of designers, developers, consultants, and practitioners in the field of information technology specifically for the healthcare and wellness industry; to design, develop, customize, implement, maintain, and license software, cloud- based ecosystems, mobile applications, and digital platforms; to leverage artificial intelligence, machine learning, and big data analytics for electronic health records (EHR), telemedicine, teleradiology, and remote patient monitoring; to provide clinical and nonclinical workflow automation and digital health services intended to optimize healthcare delivery, accessibility, and patient outcomes; and to provide managed IT services, data hosting, and cybersecurity solutions for healthcare providers and patients. | January 6, 2026 | 80% | ||
| 5 Sahana System INC | EIN: 35-2962989 | To carry on the business of consultants, advisors, developers and traders in computer programming, system development, system design, system architecture, software designing, data compilation and other allied activities and to carry on the business of traders, developers, assemblers, repairs, importers, exporters of software packages, computer systems, peripherals, parts, consumables etc. | February 24, 2026 | 100% |
During the financial year under review, the performance and financial position / salient features of the financial statements of each of the subsidiaries for the financial year ended on March 31, 2026, their contribution to the overall performance of the Company, and the details of companies which have become or ceased as subsidiary, associates and joint ventures during the financial year under review, if applicable, are comprehensively detailed in Form AOC-1 , which is attached hereto as Annexure I and forms an integral part of this Report. Furthermore, in compliance with the provisions of Section 136 of the Companies Act, 2013, the Standalone and Consolidated Financial Statements of the Company along with all relevant documents and separate audited Financial Statements in respect of its subsidiaries are readily accessible on the Company s official website: https://www.sahanasystem.com/eco-system/investors/subsidiary-financial-result
9. SHARE CAPITAL
As on March 31, 2026, the Authorized, Issued, Subscribed and Paid-Up share capital of the Company was as follows:
| Share Capital | No. of Equity Shares of Face | Total Amount (In ) |
| value of Rs. 10/- each | ||
| Authorized Capital | 1,00,00,000 | 10,00,00,000 |
| Issued, Subscribed and Paid-up | 88,37,104 | 8,83,71,040 |
| Capital |
During the financial year under review, there was no change in the Issued, Subscribed and Paid-up Share Capital of the Company.
10. ISSUANCE OF SECURITIES:
During the financial year under review, the Company successfully issued 1,59,673 fully convertible warrants on a preferential basis raising funds for working capital requirements amounting to 22.99 Crores. The Company has received 25% of the total warrant subscription amount of 5.74 Crores on November 11, 2025. The warrants were issued at an issue price of 1,440 per warrant, comprising a face value of 10 and a premium of 1,430 per warrant. In accordance with the terms of the issue and applicable regulatory requirements, the Company has received 25% of the total warrant subscription amount, while the balance 75% is payable by the warrant holders within 18 months from the date of allotment of the warrants.
11. UTILIZATION OF PROCEEDS RAISED THROUGH ISSUE OF FULLY CONVERTIBLE WARRANTS ON A
PREFERENTIAL ISSUE
During the financial year under review, the Company successfully issued fully convertible warrants on a preferential basis raised funds for working capital requirements: Issue of Fully Convertible Warrants on preferential basis: The Company raised an amount of 5.74 Crores through the preferential issue of Fully Convertible Warrants on November 11, 2025. The warrants were issued at an issue price of 1,440 per warrant, comprising a face value of 10 and a premium of 1,430 per warrant. In accordance with the terms of the issue and applicable regulatory requirements, the Company has received 25% of the total warrant subscription amount, while the balance 75% is payable by the warrant holders within 18 months from the date of allotment of the warrants. The funds received pursuant to the preferential issue have been utilized in full for the specific objects and purposes stated in the relevant explanatory statement, offer letter and notice of the shareholders meeting approving the issue. The Audit Committee and the Board of Directors have reviewed the utilization of the proceeds and confirm that there has been no deviation or variation in the utilization of such funds from the stated objects of the issue. The transparent and thoughtful utilization of these funds underscores the Companys commitment to effective financial management and adherence to the stated objectives for its capital-raising activities.
12. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All Related Party Transactions are consistently presented before the Audit Committee and the Board of Directors for their review and approval. An omnibus approval mechanism is in place for transactions that are foreseen and repetitive in nature, streamlining the approval process while maintaining stringent oversight. A detailed statement of all related party transactions, specifying their nature, value, and terms and conditions, is presented to the Audit Committee on a quarterly basis. All the related party transactions are entered on arm s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc., which may have potential conflict with the interest of the Company. However, the details of the transactions with Related Party are provided in the Company s financial statements in accordance with the Accounting Standards. Accordingly, all related party transactions, where applicable and required under the Companies Act, 2013, are duly reported in Form AOC-2 which is attached hereto as Annexure II in terms of Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014. Furthermore, in adherence to applicable Accounting Standards, comprehensive details of all transactions with related parties are duly provided in the Company s financial statements.
13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The operations of the Company are not energy intensive as it does not own any manufacturing facility. However, the measures for conservation of energy, usage of alternate sources of energy and investments for energy conservation, wherever required have been taken by the Company. The Company makes all the efforts towards conservation of energy, protection of environment and ensuring safety. The Company has not absorbed any technology. The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc., which is attached hereto as Annexure III which forms part of this Report.
14. ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the copy of Annual Return of the Company as on March 31, 2026 is uploaded on the website of the Company at the following web address: https://www.sahanasystem.com/eco-system/investors/annual-return.
15. COMPLIANCE WITH SECRETARIAL STANDARDS
In terms of Section 118(10) of the Act, the Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) with respect to Meetings of Board of Directors and General Meetings and such systems were adequate and operating effectively.
16. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES
During the financial year under review, the particulars of Investments and Loans covered under Section 186 of the Companies Act, 2013 ( the Act ) have been duly disclosed in the financial statements provided in this Annual Report.
17. PROMOTERS
As on March 31, 2026, the Promoter and Promoter Group collectively holds 57.31% of the Company s subscribed, issued, and paid-up Equity Share Capital, with each equity share having a face value of Rs. 10/- each as under:
| Table | ||
| Sl. Name No. | No. of Shares held | % |
| 1 Promoter: | 44,13,733 | 49.95% |
| Pratik Ramjibhai Kakadia | ||
| 2 Promoter Group: | ||
| Hetal Pratikbhai Kakadiya | 2,50,092 | 2.88% |
| Shardaben Ramjibhai Kakadiya | 3,29,530 | 3.73% |
| Ramjibhai Kakadiya | 66,830 | 0.76% |
| Total | 50,64,185 | 57.31% |
Members may note that the comprehensive shareholding and other relevant details pertaining to the Promoter and Promoter Group have been provided in the Annual Return of the Company.
18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
The material changes and commitments which could affect the Company s financial position have occurred between the end of the financial year of the Company (i.e., March 31, 2026) and the date of this report are as follows:
i. INCREASE IN AUTHORIZE SHARE CAPITAL OF COMPANY
The Company increased its Authorized Share Capital to Rupees 24,95,00,000/- (Rupees Twenty-Four Crores Ninety-Five Lakh Only) divided into 2,49,50,000 (Two Crore Forty-Nine Lakh Fifty Thousand) Equity Shares of Rs. 10/- each vide approval of its members through Postal Ballot dated July 23, 2026. ii. ISSUE OF BONUS SHARES
The Company allotted 17,67,421 [Seventeen Lakh Sixty-Seven Thousand Four Hundred and Twenty-One] Bonus Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each fully paid up, in the proportion of 1:5, i.e., 1 (One) new fully paid-up equity share of Rs. 10/- (Rupees Ten only) each for every 5 (Five) existing fully paid-up equity share of Rs. 10/- (Rupees Ten only) each at the Board Meeting held on August 3, 2026 vide approval of its members through Postal Ballot dated July 23, 2026. Pursuant to which Paid up Capital of the company has increased from Rs. 8,83,71,040/- to Rs. 10,60,45,250/- divided into 1,06,04,525 Equity Shares having face value of Rs. 10/- each
iii. MIGRATION OF LISTING/TRADING OF EQUITY SHARES OF THE COMPANY FROM NSE EMERGE
PLATFORM TO NSE MAINBOARD
The members of the Company vide Postal Ballot dated July 23, 2026 approved the migration from the NSE SME EMERGE to the Main Board of the National Stock Exchange of India Limited (NSE), subject to receipt of requisite regulatory and statutory approvals. The Company has made requisite application to NSE for its approval, which is still under process.
iv. MIGRATION OF LISTING & TRADING OF EQUITY SHARES OF THE COMPANY TO THE MAIN
BOARD OF BSE LIMITED (BSE)
The members of the Company vide Postal Ballot dated July 23, 2026 simultaneous migration on the Main Board of BSE Limited ( BSE ), subject to receipt of requisite regulatory and statutory approvals. Post approval from NSE, the Company will make necessary application with BSE.
v. INCORPORATION OF NEW SUBSIDIARY
The Board has approved the incorporation of one (1) new Subsidiary Company at their meeting held on August 3, 2026 . Details of proposed subsidiary to be incorporated is presented as below.
| Sl. No | Name the Subsidiary Company of | Relationship Number | Corporate Identification | Business | Date Incorporation of | Shareholding |
| 1 | Sahana Semi- Conductors Limited or any other name as may be approved by the concerned Authority | Subsidiary Company | Yet to be incorporated Company will be engaged in the design and conductors conductor devices. | The proposed Subsidiary fabrication of semi- and semi- | Yet to be incorporated | 60% |
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(A) BOARD OF DIRECTORS
The Board of Directors of the Company is characterized by a balanced composition, maintaining an optimum mix of Executive and Non-Executive Directors. The Directors have demonstrated active participation in all Board and Committee meetings, which significantly enhances the transparency of decision-making processes and adds substantial value to the Companys strategic direction. The Board is effectively led by the Chairman, who is instrumental in taking strategic decisions, formulating policy guidelines, and providing unwavering support to the Executive Directors, business heads, and associates. The Board of Directors of the Company as on March 31, 2026, are as follows:
| Name of the Director | Designation | DIN |
| Pratik Ramjibhai Kakadia | Chairman and Managing Director | 07282179 |
| Dipak Kanaiyalal Patel | Executive Whole-Time Director | 07285845 |
| Dharmishtha Prashant Patel | Independent- Non-Executive Director | 10673623 |
| Jinang Dineshkumar Shah | Independent- Non-Executive Director | 08388082 |
| Bhavika Ankur Somani | Independent- Non-Executive Director | 08894814 |
The Company has received a declaration from all the Directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the Directors of the Company are disqualified under the provisions of the Companies Act, 2013 ( Act ) or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
(I) APPOINTMENT:
During the financial year under review, based on the recommendation of the Nomination and Remuneration Committee the Board of Directors of the Company has appointed, the following Directors in their Board Meetings and they hold their respective positions until the ensuing Annual General Meeting ( AGM ):
| Sl. No | Name of Director | Designation | DIN | Date of Board approval | & Appointment |
| 1 | Dipak Patel | Kanaiyalal | Additional- Executive Director, Whole-Time Director | 07285845 | February 28, 2026 |
| 2 | Bhavika Somani | Ankur | Additional Non- Executive Independent Director | 08894814 | February 28, 2026 |
(II) CHANGE IN DESIGNATION
During the financial year under review, based on the recommendation of the Nomination and Remuneration Committee , the Board proposed to the shareholders to consider and approve the change in designation of the following Directors. The shareholders approval at the 5 th Annual General Meeting held on September 30, 2025.
| Sl. No | Name of Director | Change in Designation | DIN | Date | of Shareholders Meeting | |
| From | To | |||||
| 1 | Jinang Dineshkumar Shah | Additional Non- Executive Independent Director | Independent Non-Executive Director | 08388082 | September 30, 2025 |
(III) REGULARISATION / RE-APPOINTMENT
During the financial year under review, Mr. Jinang Dineshkumar Shah (DIN: 08388082) was regularized at 5 th Annual General Meeting dated September 30, 2025. Further, the tenure of Mr. Dipak Kanaiyalal Patel (DIN: 07285845) and Mrs. Bhavika Somani (DIN: 08894814) tenure was due to end on September 30, 2026. However, based on the recommendation of the Nomination and Remuneration Committee, both directors were regularized via Postal Ballot dated July 23, 2026.
(IV) RESIGNATION
During the financial year under review, the below-mentioned Directors tendered their resignation from the directorship of the Company.
| Sl. No. | Name of Director | Designation | DIN | Date of Resignation |
| 1 | Hetal Pratikbhai Kakadiya | Non-Executive and Non-Independent Director | 08381794 | February 28, 2026 |
(V) RETIREMENT BY ROTATION / REAPPOINTMENT
In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.
During the financial year under review, Mr. Pratik Ramjibhai Kakadia was liable to retire by rotation and accordingly he was reappointed by the shareholders at the 5 th Annual General Meeting held on September 30, 2025.
In accordance with the provisions of Section 152 of the Companies Act 2013, Mr. Pratik Ramjibhai Kakadia, Managing Director of the Company, retires by rotation at the ensuing 6 th Annual General Meeting and being eligible, has offered himself for reappointment. The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from him pursuant to Section 164 (1) and (2) of the Companies Act, 2013. Based on the recommendation of the Nomination and Remuneration Committee, your Board proposes and recommends the reappointment of Mr. Pratik Ramjibhai Kakadia to the shareholders at the ensuing Annual General Meeting.
B) KEY MANAGERIAL PERSONNEL
As on March 31, 2026, the Key Managerial Personnel ( KMP ) of the Company are as follows:
| Sl. No. Name of the KMP | Designation | Date of Appointment |
| 1 Pratik Ramjibhai Kakadia | Chairman & Managing Director | May 19, 2024 |
| 2 Jatinkumar Dhirajlal Jogani | Chief Financial Officer | October 6, 2022 |
| 3 Shrikant Rashmikant Khatri | Company Secretary and Compliance Officer | February 3, 2025 |
| 4 Dhavalkumar Hareshbhai Joshi | Chief Executive Officer | February 3, 2025 |
CHANGES IN THE KEY MANAGERIAL PERSONNEL (I) APPOINTMENT
During the financial year under review, there were no changes in the position of Key Managerial Personnel.
(II) RESIGNATION
During the financial year under review, none of the personnel tendered their resignation as Key Managerial Personnel.
20. DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149 of the Act and other applicable regulations, if any (i) Mrs. Dharmishta Patel, (ii) Mr. Jinang Shah and (iii) Mrs. Bhavika Ankur Somani are the Independent Directors of the Company as on March 31, 2026 and on the date of this report. As required under Section 149(7) of the Companies Act, 2013, read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Independent Directors have given the necessary declaration that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and do not suffer from any disqualifications specified under the applicable provisions and Regulations. Such declarations include the confirmation to the effect that the Independent Directors have included their names in the Database maintained by the Indian Institute of Corporate Affairs and they have paid the necessary fees for the said registration and shall renew the registration timely.
21. REMUNERATION / COMMISSION DRAWN FROM HOLDING / SUBSIDIARY COMPANY
During the financial year under review, no director has drawn any remuneration or commission from any of its subsidiary companies. Furthermore, as the Company does not have a holding company, no remuneration from a holding company is applicable or drawn.
22. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES
(i) BOARD MEETINGS ( BoD )
The Board of Directors of the Company meets at regular, predetermined intervals to oversee the Companys affairs, provide strategic direction, and make decisions pertaining to business policy, strategy, financial performance, compliance, and risk management. An annual calendar of Board and Committee Meetings is prepared and provided to all Directors in advance. This enables Directors to plan their schedules and participate in discussions. Notices for all Board and Committee Meetings are issued in adherence to the timelines prescribed under the Companies Act, 2013, and the Secretarial Standards (SS-1) issued by the Institute of Company Secretaries of India. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the financial year under review, the Board of Directors met 6 (six) times. Each meeting was conducted in compliance with the provisions of the Companies Act, 2013, and the rules framed thereunder, as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The intervening gap between any two consecutive Board Meetings did not exceed the maximum period prescribed by the Companies Act, 2013. The detailed attendance records and dates of these meetings are set forth below:
| Name of Director | Pratik Ramjibhai Kakadia | Dipak Kanaiyalal Patel | Hetal Pratikbhai Kakadiya | Dharmishtha Prashant Patel | Jinang Dineshkumar Shah | Bhavika Ankur Somani |
| Date of Original Appointment | 19 th May, 2024 | February 28, 2026 | October 25, 2021, | 20 th June, 2024 | 07 th March, 2025 | February 28, 2026 |
| - | - | February 28 | - | - | - | |
| Date of Resignation | 2026 | |||||
| Date of Meeting | ||||||
| May 8, 2025 | - | - | ||||
| June 19, 2025 | - | - | ||||
| August 30, 2025 | - | - | ||||
| November 11, 2025 | - | - | ||||
| November 14, 2025 | - | - | ||||
| February 28, 2026 |
(ii) AUDIT COMMITTEE ( AC )
The Audit Committee of the Board stands duly constituted in strict conformity with Section 177 of the Companies Act, 2013, and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, as amended. The comprehensive scope and precise Terms of Reference for the Audit Committee have been meticulously framed and are in strict alignment with the provisions stipulated under Section 177 of the Companies Act, 2013, and pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Chapter IV relating to corporate governance, including the constitution of the Audit Committee under Regulation 18 and other regulations i.e. from 17 to 27, are not applicable to our Company, as its specified securities are listed on the SME Exchange. Further, the Committee operates within the ambit of these meticulously defined Terms of Reference.
| Sl. Name of Director | Designation | DIN |
| No | ||
| 1 Mr. Jinang Dineshkumar Shah | Chairman | 08388082 |
| 2 Ms. Dharmishtha Prashant Patel | Member | 10673623 |
| 3 Mrs. Bhavika Ankur Somani | Member | 08894814 |
| 4 Mr. Dipak Kanaiyalal Patel | Member | 07285845 |
During the financial year under review, the Audit Committee convened 8 (Eight) times . The details of its meetings and attendance are enumerated below:
| Name of Director | Dharmishtha Prashant Patel | Jinang Dineshkumar Shah | Bhavika Ankur Somani | Pratik Ramjibhai Kakadia | Dipak Kanaiyalal Patel |
| Date of Original Appointment as | 20 th June, 2024 | 07 th March, 2025 | February 28, 2026 | 19 th May, 2024 | February 28, 2026 |
| Member/Chairperson | |||||
| Date of Resignation from Company/Committee | - | - | - | February 28, 2026 | - |
| Date of Meeting | |||||
| May 8, 2025 | - | - | |||
| June 19, 2025 | - | - | |||
| August 30, 2025 | - | - | |||
| September 27, 2025 | - | - | |||
| November 14, 2025 | - | - | |||
| December 22, 2025 | - | - | |||
| February 28, 2026 | - | - | |||
| March 20, 2026 | - |
Pursuant to any resignation or appointment of a Director within the Company, the Board diligently reviews and, where necessary, promptly adjusts the constitution of its committees. This proactive approach ensures continuous adherence to the stipulated requirements of the Companies Act, 2013, and other pertinent statutory provisions governing board committees. During the financial year under review, the Board of Directors of the Company unanimously accepted all recommendations tendered by the Audit Committee, reflecting the Boards commitment to the Committees oversight functions. Furthermore, no personnel were denied access to the Audit Committee, underscoring its independent functioning and robust information-gathering capabilities.
(iii) NOMINATION AND REMUNERATION COMMITTEE ( NRC )
The Nomination and Remuneration Committee is duly constituted in strict accordance with the provisions of Section 178 of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 . The Committees terms of reference are meticulously framed to ensure full compliance with the aforementioned statutory requirements. The comprehensive scope and precise Terms of Reference for the Nomination and Remuneration Committee have been meticulously framed and are in strict alignment with the provisions stipulated under Section 178 of the Companies Act, 2013, pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Chapter IV relating to corporate governance, including the constitution of the Nomination and Remuneration Committee under Regulation 19 and other regulations i.e. from 17 to 27, are not applicable to our Company, as its specified securities are listed on the SME Exchange. Further, the Committee operates within the ambit of these meticulously defined Terms of Reference. As on March 31, 2026, the composition of the Nomination and Remuneration Committee is as follows:
| Sl. Name of Director No | Designation | DIN | ||
| 1 Ms. Patel | Dharmishtha | Prashant | Chairman | 10673623 |
| 2 Mr. Jinang Dineshkumar Shah | Member | 08388082 | ||
| 3 Mrs. Bhavika Ankur Somani | Member | 08894814 |
During the financial year under review, the Nomination and Remuneration Committee convened 3(three) times . The details of its meetings and attendance are enumerated below:
| Name of Director | Dharmishtha Prashant Patel | Jinang Dineshkumar Shah | Bhavika Ankur Somani | Hetal Pratikbhai Kakadiya |
| Date of Original Appointment as Member/Chairperson | 20 th June, 2024 | 07 th March, 2025 | February 28, 2026 | October 25, 2021 |
| Date of Resignation from Company/Committee | - | - | - | February 28, 2026 |
| Date of Meeting | ||||
| May 8, 2025 | - | |||
| August 30, 2025 | - | |||
| February 28, 2026 | - |
Pursuant to any resignation or appointment of a Director within the Company, the Board diligently reviews and, where necessary, promptly adjusts the constitution of its committees. This proactive approach ensures continuous adherence to the stipulated requirements of the Companies Act, 2013, and other pertinent statutory provisions governing board committees. Further, in adherence to Section 178(3) of the Companies Act, 2013 , the Board has formally adopted a comprehensive Nomination and Remuneration Policy. This policy sets forth the explicit criteria for determining the qualifications, positive attributes, and independence of directors, as well as the framework for the remuneration of directors, Key Managerial Personnel ( KMP ), and other employees. This policy is readily accessible on the Company s official website at https://sahanasystem.com/wp-content/uploads/2024/10/NOMINATION-REMUNERATION-POLICY.pdf
During the financial year under review, the Board of Directors of the Company unanimously accepted all recommendations tendered by the Nomination and Recommendation Committee, reflecting the Boards commitment to the Committees oversight functions. Furthermore, no personnel were denied access to the Nomination and Remuneration Committee, underscoring its independent functioning and robust information-gathering capabilities.
(iv) STAKEHOLDER S RELATIONSHIP COMMITTEE ( SRC )
In compliance with the provisions of Section 178 of the Companies Act, 2013 , the Board of Directors has duly constituted the Stakeholders Relationship Committee pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Chapter IV relating to corporate governance, including the constitution of the Stakeholders Relationship Committee under Regulation 20 and other regulations i.e. from 17 to 27, are not applicable to our Company, as its specified securities are listed on the SME Exchange. Further, the terms of reference for the Committee are framed to diligently oversee and address all matters concerning the interests and grievances of the Companys security holders, including its shareholders, debenture holders, and other security holders. Pursuant to the provisions of sub-section (5) of Section 178 of the Companies Act, 2013 , the Board has adopted a formal policy outlining the scope and functions of the Committee. This policy is specifically designed to facilitate the prompt consideration and resolution of grievances raised by the security holders. As on March 31, 2026, the composition of the Stakeholder s Relationship Committee is as follows:
| Sl. No Name of Director | Designation | DIN |
| 1 Mr. Jinang Dineshkumar Shah | Chairman | 08388082 |
| 2 Ms. Dharmishtha Prashant Patel | Member | 10673623 |
| 3 Mrs. Bhavika Ankur Somani | Member | 08894814 |
During the financial year under review, the Committee convened 2 (two) meetings . The Company has systematically addressed and resolved all complaints received from its security holders. As of March
31, 2026 , there were no complaints pending resolution and the composition of the Stakeholders Relationship Committee and the details of its meetings and attendance are enumerated below:
| Name of Director | Dharmishtha Prashant Patel | Jinang Dineshkumar Shah | Bhavika Ankur Somani | Hetal Pratikbhai Kakadiya |
| Date of Original | 20 th June, 2024 | 07 th March, 2025 | February 28, 2026 October 25, 2021 | |
| Appointment as Member/Chairperson Date of Resignation from | - | - | - | |
| Company/Committee | ||||
| Date of Meeting | ||||
| May 8, 2025 | - | |||
| March 31, 2026 | - |
The Board is committed to maintaining the appropriate composition of its committees. In the event of any resignation or appointment of a Director, the Board proactively reviews and, where necessary, promptly adjusts the constitution of its committees. This ensures continuous adherence to the stipulated requirements of the Companies Act, 2013, and other pertinent statutory provisions governing board committees. During the financial year under review, the Board of Directors of the Company unanimously accepted all recommendations tendered by the Stakeholder s Relationship Committee, reflecting the Boards commitment to the Committees oversight functions. Furthermore, no personnel were denied access to the Stakeholder s Relationship Committee, underscoring its independent functioning and robust information-gathering capabilities.
(v) CORPORATE SOCIAL RESPONSIBILITY ( CSR )
The Company considers Corporate Social Responsibility as a strategic imperative, deeply embedded within its operational philosophy. Our commitment extends to making sustained contributions towards the socio-economic and environmental advancement of the communities in which we operate, aligning with global best practices and national priorities. Pursuant to the provisions of Section 135 of the Companies Act, 2013 , read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and in compliance with applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 , the Company has formulated a comprehensive CSR Policy. This policy guides our CSR initiatives and is regularly reviewed to ensure its continued relevance and effectiveness. The full text of the CSR Policy is publicly accessible on the Companys official website at https://www.sahanasystem.com/wp-content/uploads/2025/09/CSR-Policy.pdf. As on March 31, 2026, the composition of the Corporate Social Responsibility Committee is as follows:
| Sl. No | Name of Director | Designation | DIN | ||
| 1 | Mr. Dipak Kanaiyalal Patel | Chairman | 07285845 | ||
| 2 | Ms. Dharmishtha Prashant Patel | Member | 10673623 | ||
| 3 | Mr. Shah | Jinang | Dineshkumar | Member | 08388082 |
During the financial year under review, the Committee convened 1 (One) meeting and details are provided below:
| Name of Director | Hetal Pratikbhai Kakadiya | Dipak Kanaiyalal Patel | Dharmishtha Prashant Patel | Jinang Dineshkumar Shah |
| Date of Original | October 25, 2021 February 28, 2026 20 th June, 2024 | 07 th March, 2025 | ||
| Appointment as Member/Chairperson Date of Resignation from | February 28, 2026 | |||
| Company/Committee | - | - | - | |
| Date of Meeting November 14, 2025 | - |
During the financial year under review, the Board of Directors of the Company unanimously accepted all recommendations tendered by the CSR Committee, reflecting the Boards commitment to the Committees oversight functions. The Board is committed to maintaining the appropriate composition of its committees. In the event of any resignation or appointment of a Director, the Board proactively reviews and, where necessary, promptly adjusts the constitution of its committees. This ensures continuous adherence to the stipulated requirements of the Companies Act, 2013, and other pertinent statutory provisions governing board committees. During the financial year under review, the Company has undertaken various CSR activities and projects in strict accordance with the approved CSR Policy and the statutory requirements. A detailed exposition of these initiatives, including the nature of activities, geographical areas of intervention, and expenditure incurred which is attached hereto as Annexure-V to this Report, forming an integral part thereof.
(vi) INDEPENDENT DIRECTORS MEETING
In adherence to Clause VII of Schedule IV of the Companies Act, 2013 , the Independent Directors of the Company convened a separate meeting. During this meeting, they meticulously reviewed the performance of the Non-Independent Directors and the Board as a whole. They also evaluated the performance of the Chairman, considering the perspectives of both executive and non-executive directors. Furthermore, the independent directors assessed the quality, quantity, and timeliness of information flow between the management and the board. The company has a robust orientation program for newly appointed independent directors. This program familiarizes them with the company s business, operations, and their specific roles and responsibilities. The orientation includes presentations and discussions led by the Chairman, Executive Directors, and senior management. As on March 31, 2026 the following are Independent Directors and during the financial year under review, the Independent Director twice (2) the details are provided below:
| Name of Director | Dharmishtha Prashant Patel | Jinang Dineshkumar Shah | Bhavika Ankur Somani |
| Date of Original Appointment | 20 th June, 2024 | 07 th March, 2025 | February 28, 2026 |
| Date of Resignation | - | - | - |
| Date of Meeting | |||
| August 30, 2025 | - |
23. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO THE INDEPENDENT DIRECTORS
During the financial year under review, The Board of Directors has evaluated the Independent Directors and is of the opinion that the integrity, expertise, and experience (including proficiency) of these Independent Directors are satisfactory .
24. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD
The Board has carried out an annual performance evaluation of its own performance, and of the Directors individually, as well as the evaluation of all the committees i.e., Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and other Committees of Board of Directors. The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of its committees and individual directors, including the Chairman of the Board. The exercise was carried out by feedback survey from each Directors covering Board functioning such as composition of Board and its Committees, experience and competencies, governance issues etc. Separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as attendance, contribution at the meeting, etc. The various criteria considered for evaluation of Executive Directors included qualification, experience, knowledge, commitment, integrity, leadership, engagement, transparency, analysis, decision making, governance, etc. The Board commended the valuable contributions and the guidance provided by each Director in achieving the desired levels of growth. This is in addition to evaluation of Non-Independent Directors and the Board as a whole by the Independent Directors in their separate meeting being held every year. The policy governing this evaluation framework is available on the Companys website link: https://sahanasystem.com/wp-content/uploads/2024/10/PERFORMANCE-EVALUATION-POLICY.pdf
25. DIRECTORS TRAINING AND FAMILIARIZATION
The Company undertakes and makes necessary provision of an appropriate induction programme for new Director(s) and ongoing training for existing Directors.
The new Director(s) are introduced to the Company culture, through appropriate training programmes. Such kind of training programmes helps develop relationship of the directors with the Company and familiarize them with Company processes. The management provides such information and training either at the meeting of Board of Directors or at other places. The induction process is designed to: build an understanding of the Companys processes and fully equip Directors to perform their role on the Board effectively
Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities and expectations from them.
26. CORPORATE GOVERNANCE REPORT
The Company s Board constantly committed to upholding the standards of corporate governance, integrating robust principles into its operational framework over the years. In accordance with
Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 , the provisions pertaining to corporate governance, as specified in Regulations 17 to 27 , clauses (b) to (i) of Regulation 46(2) , and Paragraphs C, D, and E of Schedule V , are not applicable to a listed entity that has exclusively listed its specified securities on the SME Exchange. The Company securities are listed on the SME Exchange, the aforementioned corporate governance provisions do not apply to the Company. Consequently, a separate Corporate Governance Report is neither mandated nor included as part of this Annual Report. Further, pursuant to the approval from requisite authorities for the migration to Main Board, the Corporate Governance regulations shall become applicable to the Company from the date of approval for Main Board.
27. MANAGEMENT DISCUSSIONS AND ANALYSIS
The Board has presented a separate and detailed report on Management Discussion & Analysis in this Annual Report .
28. PUBLIC DEPOSITS
During the financial year under review, the Company has not invited, accepted, or renewed any deposits from the public, nor has it received any deposits deemed to be public deposits within the purview of Sections 73 and 76 of the Companies Act, 2013, read in conjunction with the Companies (Acceptance of Deposits) Rules, 2014, and other rules and circulars. Consequently, the requirements for furnishing details relating to deposits covered under Chapter V of the Companies Act, 2013, or the details of deposits that are not in compliance with the said Chapter, are not applicable to the Company for the reporting period.
29. STATUTORY AUDITOR
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 and based the recommendation of Audit Committee the Board of Directors proposed to the Shareholders for the appointment of M/s. A.K. Ostwal & Co., Chartered Accountant (Firm Registration Number: 107200W), as a Statutory Auditor of the Company for a term of 4 (four) years commencing from the conclusion of the 4 th Annual General Meeting until the conclusion of the 8 th Annual General Meeting to be held in Financial Year 2027-28, the shareholders approved the said appointment at the 4 th Annual General Meeting held on 30 th September, 2024.
30. OBSERVATIONS OF STATUTORY AUDITORS
The Auditor s Report does not contain any observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended on March 31, 2026 read with the explanatory notes therein are self- explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act,2013.
31. REPORTING OF FRAUDS BY STATUTORY AUDITORS
There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.
32. INTERNAL AUDITOR
During the financial year under review, based on the recommendation of Audit Committee the Board has appointed M/s. Shah Sanghvi & Associates, Chartered Accountants (Firm Registration Number:
140107W) as an Internal Auditor to conduct an internal audit of the Company for the Financial Year 2025-26.
33. OBSERVATIONS OF INTERNAL AUDITORS
During the financial year under review, the Internal Auditor s Report does not contain any observations / qualifications / disclaimers made by the internal Auditors. The internal audit reports were reviewed and deliberated at the audit committee meeting and Board meeting.
34. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The company maintains an internal financial control system designed to ensure the orderly and efficient conduct of its business, safeguard its assets, prevent and detect fraud and errors, and ensure the accuracy and completeness of accounting records. The system includes adequate controls commensurate with the size and nature of the companys business. These controls are regularly reviewed to ensure they are operating effectively. Management is responsible for the design and implementation of internal controls, while the Audit Committee oversees their effectiveness and the integrity of financial reporting. The financial statements are prepared in accordance with applicable Accounting Standards. The internal audit function periodically reviews the internal controls and provides its findings to the Audit Committee for review and necessary action. Based on the reviews conducted, the internal financial controls are considered adequate for the companys operations.
35. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 and Section 134(3)(f) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors had appointed M/s. Shalini Pandey & Associates, Practicing Company Secretaries, to conduct the Secretarial Audit of the Company for the Financial Year 2025 26. The Secretarial Audit Report issued by M/s. Shalini Pandey & Associates, Practicing Company Secretaries, in Form MR-3 for the Financial Year 2025 26, forms an integral part of this Boards Report as ANNEXURE VI . The Secretarial Audit Report is self-explanatory and does not contain any qualification, reservation, adverse remark, or disclaimer requiring any specific explanation or comment from the Board.
Appointment of Secretarial Auditor for a term of 5 Consecutive Financial Years:
In view of the Companys pending application for migration from the SME Platform to the Main Board of the Stock Exchange(s), and upon evaluating the mandatory regulatory requirements under Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) that become applicable upon migration to main board, the Board of Directors, as a matter of proactive compliance and to adhere to higher standards of corporate governance, evaluated the appointment of a Peer Reviewed Practicing Company Secretary as Secretarial Auditor. Accordingly, based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on September 7, 2026, has approved and recommended for the approval of the shareholders at the ensuing Annual General Meeting (AGM), the appointment of Ms. Shalini Pandey, Practicing Company Secretary (FCS No.: 10462, CP No.: 20576, Peer Review Certificate No.: 5756/2024), as the Secretarial Auditor of the Company for a tenure of 1 (one) term of 5 (five) consecutive financial years, commencing from Financial Year 2026 27 to Financial Year 2030 31. Ms. Shalini Pandey has confirmed her eligibility and willingness to act as the Secretarial Auditor of the Company and holds a valid Peer Review Certificate issued by the Institute of Company Secretaries of India (ICSI).
36. MAINTENANCE OF COST RECORDS
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.
37. INSURANCE
All the insurable interests of your Company including properties, equipment, stocks etc. are adequately insured.
38. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, a listed Company and every such class of companies as prescribed thereunder are required to frame a Vigil Mechanism to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimisation on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The Company has framed an appropriate Vigil Mechanism Policy and further re-affirms that the Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy of the Company is also available on the website of the Company at the link: https://sahanasystem.com/wp-content/uploads/ 2024/10/WHISTLE-BLOWER-POLICY.pdf
39. RISK MANAGEMENT POLICY
In current s economic environment, risk management is a very important part of the business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your company s risk management is embedded in the business processes. Your company has identified certain risks like price risk, uncertain global economic environment, interest rate, human resource, competition, compliance and safety risk and also planned to manage such risk by adopting best management practice. Further, The Board of Directors of the Company has formulated Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company s businesses and defined a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/ strategic business plans and in periodic management reviews. The risk management policy is available on the website of the Company at the link: https://sahanasystem.com/wp-content/uploads/2024/10/RISK-ASSESSMENT-AND-MANAGEMENT-POLICY.pdf
40. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your company is committed to providing a safe, healthy, and harassment-free work environment for all its employees, ensuring that every individual is treated with dignity and respect. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted an Internal Complaints Committee (ICC). The companys policy on the prevention of sexual harassment is comprehensive, prohibiting such behaviour by law and the companys code of conduct. The policy aims to create and maintain an atmosphere where all employees can work without fear of harassment or exploitation. During the financial year under review, no complaints of sexual harassment were received by the Company. The policy is available on the companys website at: https://sahanasystem.com/wp-content/uploads/2024/10/POLICY-ON-SEXUAL-HARRASSMENT.pdf . 41. STATEMENT OF COMPLIANCE WITH CODE ON SOCIAL SECURITY, 2020/ MATERNITY BENEFIT ACT, 1961
Your Company is committed to upholding the rights and welfare of its employees, particularly in relation to maternity benefits. In accordance with the Code on Social Security, 2020/Maternity Benefit Act, 1961, the Company has established a comprehensive formal policy that outlines the provisions and entitlements available to our employees during maternity leave. The policy aims to ensure that all eligible employees receive the benefits mandated by the Act, including paid maternity leave, medical benefits, and job security upon their return to work. The Company regularly review and update our policy to ensure compliance with any amendments to the Act and to reflect best practices in supporting our employees.
42. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013
The Company has not issued any shares with differential rights and 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.
43. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013
The Company has not issued any sweat equity shares during the financial year under review and 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.
44. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013
The Company has not issued any ESOP during the financial year under review and hence no information as per provisions of Section 62(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
45. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013
During the financial year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.
46. DETAILS UNDER INSOLVENCY AND BANKRUPTCY CODE
No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company itself under Insolvency and Bankruptcy Code before the National Company Law Tribunal ( NCLT ) .
47. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
During the financial year under review, No orders have been received or passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company s operations in future.
48. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
The Board of Directors hereby confirms that during the financial year ended March 31, 2026, the Company has not entered into any one-time settlement of loans with banks or financial institutions. Accordingly, the requirement to report on the difference between the valuation amount at the time of one-time settlement and the valuation at the time of availing the loan is not applicable to the Company for the year under review.
49. LOANS FROM DIRECTORS
The particulars of Loans from Directors have been disclosed in the financial statements provided in this Annual Report.
50. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as ANNEXURE IV
51. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
During the financial year under review, the Business Responsibility and Sustainability Report as stipulated under Regulation 34 of the Listing Regulations is not applicable to the Company and hence it does not form part of this Annual Report.
52. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, in relation to audited financial statements of the Company for the financial year ended on March 31, 2026, the Board of Directors confirms that: (i) In the preparation of Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures. (ii) 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/Loss of the Company for the year ended March 31, 2026. (iii) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv)The annual accounts of the Company have been prepared on going concern basis. (v) Internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (vi)Proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
53. ACKNOWLEDGEMENT
Your directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions, Central and State Government authorities, Regulatory Authorities, Stock Exchanges and various other stakeholders for their consistent support and encouragement to the Company.
| FOR AND ON BEHALF OF THE BOARD | FOR AND ON BEHALF OF THE BOARD |
| SAHANA SYSTEM LIMITED | SAHANA SYSTEM LIMITED |
| PRATIK RAMJIBHAI KAKADIA | DIPAK KANAIYALAL PATEL |
| CHAIRMAN & MANAGING DIRECTOR | EXECUTIVE AND WHOLE TIME DIRECTOR |
| DIN:07282179 | DIN:07285845 |
| DATE: SEPTEMBER 7, 2026 | |
| PLACE: AHMEDABAD |
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