Sahana Systems Ltd Directors Report

To,

The Members,

Sahana System Limited CIN:L72500GJ2020PLC112865

Your Directors are pleased to present the 5^th Boards Report of the Company together with the Standalone & Consolidated Audited Statement of Accounts for the financial year ended on March 31, 2025.

1. FINANCIAL STATEMENTS & RESULTS:

FINANCIAL RESULTS

The Companys financial performance on Standalone & Consolidated basis during the financial year ended on March 31, 2025 as compared to the previous financial year, is summarised as below:

(Rs. In Lakhs except EPS)

particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	11017.71	5386.17	16745.07	6904.76
Other income	177.04	18.71	245.46	24.31
Total Income	11017.71	5386.17	16990.52	6929.07
Profit before depreciation and amortisation expense, finance costs, exceptional items and tax	2623.56	1909.66	5868.66	2348.62
Less: Depreciation and amortisation expense	55.63	12.69	126.90	27.03
Profit before finance costs, exceptional items and tax	2567.93	1896.97	5741.76	2321.57
Less: Finance costs	25.28	8.25	153.79	13.64
Profit before exceptional items and tax	2542.65	1888.72	5587.97	2307.93
Less: Exceptional items	-	-	-	-
Profit before tax	2542.65	1888.72	5587.97	2307.93
Less: Tax expense	815.24	385.20	1667.85	486.93
Profit for the year	1727.41	1503.52	3920.12	1821.00
Other comprehensive income / (loss), net of tax	-	-	-	-
Total Comprehensive income for the year	1727.41	1503.52	3920.12	1821.00
Earnings per share (EPS)	20.59	20.00	46.72	24.22

The Standalone and Consolidated Financial Statements for the financial year ended on March 31, 2025 forms part of the Annual Report.

system limited

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/reports/ and a copy of audited financial statements of its subsidiaries will be provided to Shareholders upon their request.

2. COMPANYS 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. 10840.67 Lakhs from Rs. 5367.46 Lakhs. Whereas, the total reported revenue from operations has increased to Rs. 11017.71 Lakhs from Rs. 5386.17 Lakhs of previous year. The Company earned a Profit before Tax of Rs. 2542.65 Lakhs as compared to Rs. 1888.72 Lakhs of previous year. The Company earned a profit after tax of Rs. 1727.41 Lakhs as compared to Rs. 1503.52 Lakhs 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. 16745.07 Lakhs from Rs. 6904.76 Lakhs. Whereas, the reported total revenue from operations is Rs. 16990.52 Lakhs as compared to Rs. 6929.07 Lakhs of previous year. The Company earned a Profit before tax of Rs. 5587.97 Lakhs as compared to Rs. 2307.93 Lakhs of previous year. The Consolidated Profit after Tax is Rs. 3920.12 Lakhs as against Rs. 1821.00 Lakhs of the previous Year.

3. DIVIDEND

Your Directors do not declared any dividend for the financial year under review due to conservation of Profits by 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://

https://www.sahanasvstem.com/wp-content/uploads/2025/08/Dividend-Policv-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.

ALTERATION IN MEMORANDUM OF ASSOCIATION

During the financial year under review, in order to capitalize on synergistic opportunities and to support the future growth trajectory, the shareholders of the Company, at their duly convened meeting held on May 2, 2024, accorded their approval for the alteration of the Memorandum of Association of the Company.

The Clause III(B) of the Memorandum of Association of the Company be and is hereby altered by way of addition of a new sub-clause (40) by way of inserting following objects:

i) To engage in the business of real estate planning, building, and development, including to construct, own, operate, maintain, manage, control, and administer Commercial, Residential, or Industrial building complexes, specifically intended to benefit and support the Companys information technology business initiatives.

ii) To undertake, in India or abroad, the business of renting, letting, or entering into other similar arrangements concerning immovable and movable properties.

iii) To sell, improve, manage, develop, exchange, lease, mortgage, dispose of, turn to account, or otherwise deal in all or any part of the property and rights of the Company.

These strategic additions to the Companys objects reflect a forward-looking approach, aiming to create a robust infrastructure and unlock new avenues for growth and value creation for our stakeholders.

6. CHANGE OF REGISTERED OFFICE

During the financial year under review, the Board of Directors, with a clear vision to enhance operational efficiency, improve accessibility for stakeholders, and foster an elevated corporate environment, undertook a strategic initiative to secure a larger and more modern office space.

Consequently, the Registered Office of the Company has been successfully shifted from:

Old Address: 901-A-Block, Mondeal Square, Nr. Iscon Elegance, S.G. Highway, Prahladnagar, Ahmedabad 380015

To the New Address: 1301, Maple Trade Centre, Nr. Surdhara Circle, Sal Hospital Road, Thaltej, Memnagar, Ahmedabad 380052

This change became effective from May 18, 2024. The new premises are expected to provide an optimal setting for our operations and growth ambitions.

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, 2025, the Company operates with a robust structure comprising three (3) Subsidiary Companies, which includes one (1) Wholly Owned Subsidiary, all actively engaged in the core 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 Number	With Effect From	% of holding
1	Softvan Limited	Subsidiary	U72200GJ2020PLC113564	October 14, 2024	78.53%
2	Softvan Labs Private Limited	Wholly Owned Subsidiary	U74990GJ2018PTC104906	August 18, 2023	100%
3	Sourceved Technologies Private Limited	Subsidiary	U72900GJ2017PTC099372	October 6, 2024	51%
4	Applie Infosol Private Limited	Subsidiary	U72900GJ2020PTC113296	February 3, 2025	51%

(I) TRANSITION OF A WHOLLY OWNED SUBSIDIARY TO A SUBSIDIARY

During the financial year under review, the Board of Directors noted the successful capital raise and expansion/diversification of the shareholder base by Softvan Limited, which was previously a Wholly Owned Subsidiary of the Company. This strategic development has transitioned Softvan Limiteds status from a Wholly Owned Subsidiary to a Subsidiary Company of the Company w.e.f. October 14, 2024. It is important to highlight that this change in status occurred without any alteration in the Companys control over Softvan Limited.

(II) ACQUISITION OF COMPANIES

During the financial year under review, our Company strategically expanded its portfolio through the successful acquisition of the following entities, which have consequently become our Subsidiary Companies:

Sl. N o	Name of Company	Corporate Identification Number	Business	With effect from	Shareholdi ng %
1	Sourceved Technologies Private Limited	U72900GJ2017PTC099372	Providing Services of Sitecore Solution Partner, delivering services across various sectors including eCommerce, retail, education, and healthcare. The subsidiarys expertise spans key technologies such as Sitecore, Umbraco, and Contentful, as well as web frameworks like ASP.NET,	October 6, 2024	51%
			Blazor, React, and Node. The companys focus remains on providing cost-effective, feature- rich web applications by developing tailored solutions that meet client- specific needs and market demands.
2	Applie Infosol Private Limited	U72900GJ2020PTC113296	Providing Services of web design & development, mobile app development, customised software/application designing, development, implementation, maintenance, testing and benchmarking, designing, developing and dealing in computer software and solutions, etc.	February 3, 2025	51%

These strategic acquisitions have significantly contributed to our ability to expand market reach, diversify our service offerings, streamline operations, and enable more efficient management and control. The integration of these subsidiaries is paramount to our continued growth, operational efficiency, and overall strategic objectives.

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, 2025, 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 Companys official website: https://www.sahanasystem.com/reports/.

9. SHARE CAPITAL

As on March 31, 2025, the Authorized, Issued, Subscribed and Paid-Up share capital of the Company was as follows:

Share Capital	No. of Equity Shares of Face value of Rs. 10/- each	Total Amount (In ^)
Authorized Capital	1,00,00,000	10,00,00,000
Issued, Subscribed and Paid up Capital	88,37,104	8,83,71,040

During the financial year under review, the Company has increased its Issued, Subscribed and Paid up Share Capital in the manner set forth below:

Particulars	Date of Shareholder Approval	Date of Allotmen t	Number of Equity Shares	Face Value (in Rs.)	Premiu m (in Rs. )	Issue Price (in Rs.)	Purpose of Issue
Preferential Issue	May 2, 2024	July 8, 2024	65,327	10	814	824	Through Swap of Shares for the acquisition of the Softvan Private Limited and the Softvan Labs Private Limited
Preferential Issue	May 2, 2024	July 8, 2024	1,74,446	10	814	824	Utilized for business infrastructure, infrastructure development, and working capital and general business corporate purpose.
Right Issue		November 4, 2024	5,49,072	10	880	890	To augment the existing and incremental working capital requirement of our Company and General Corporate Purposes.
Preferential Issue	November 3, 2024	December 14, 2024	51,766	10	1468	1478	Through Swap of Shares for the acquisition of Sourceved Technologies Private Limited

10. UTILIZATION OF FUNDS RAISED THROUGH ISSUE OF EQUITY SHARES ON PREFERENTIAL ISSUE AND RIGHT BASIS

During the financial year under review, the Company successfully raised capital through two distinct avenues to fuel its growth and strategic initiatives:

• Preferential Issue of Equity Shares: An amount of Rs. 14.37 Crores was raised on July 8, 2024,

through a Preferential Issue of Equity Shares, each with a face value of Rs. 10/- and a premium of Rs. 814/- of face value Rs. 10/- per equity share. The entire proceeds from this issue have been fully and appropriately utilized for the specific purposes outlined in the respective offer letters/notices. The audit committee and Board confirms that there has been no deviation or variation in the utilization of these funds from the stated objectives.

• Rights Issue of Equity Shares: Additionally, the Company raised an amount of Rs. 48.86 Crores

through a Rights Issue of Equity Shares on November 4, 2024, with a premium of Rs. 880/- of face value Rs. 10/-per equity share. These funds have also been fully utilized for the purposes explicitly detailed in the letter of offer for the Rights Issue. The audit committee and Board confirms that there has been no deviation or variation in the utilization of these funds from the stated objectives.

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.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All transactions with related parties are conducted on an arms length basis, within the ordinary course of business, and are in full compliance with the applicable provisions of the Companies Act, 2013.

system limited

It is pertinent to note that for the financial year ended March 31, 2025, certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations), including the complete corporate governance requirements specified under Regulation 15(2) thereof, were not applicable to the Company, as the Company is listed on the SME Exchange. Specifically, the provisions of Regulation 23 pertaining to Related Party Transactions were not applicable to SME listed entities during the financial year under review.

To ensure transparency and proper governance, the Company has formulated and adopted a comprehensive Policy on Related Party Transactions for the purpose of identification and continuous monitoring of such transactions. This policy, as approved by the Board, is available on the Companys official website at the following web link: https://sahanasystem.com/wp-

content/uploads/2024/10/POLICY-ON-DEALING-WITH-RELATED-PARTY-TRANSACTIONS.pdf

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.

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 Companys financial statements.

12. 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, adequate 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.

13. 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, 2025 is uploaded on the website of the Company at the following web address: https://www.sahanasystem.com/annual-return/.

14. 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.

15. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES

system umiceo

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. It is affirmed that the Company has not issued or provided any guarantees or securities to any party during the reporting period.

16. PROMOTERS

As on March 31, 2025, the Promoter and Promoter Group collectively holds 57.15% of the Companys subscribed, issued, and paid-up Equity Share Capital, with each equity share having a face value of Rs. 10/- each. 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.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company (i.e., March 31, 2025) and the date of this report (i.e. August 30, 2025).

i. INCORPORATION OF NEW SUBSIDIARIES

The members shall further note that three (3) new Subsidiary Companies have been incorporated after the financial year ended on March 31, 2025. Details of these newly incorporated subsidiaries is presented as below.

Sl Name of the . Subsidiary N Company o	Relations hip	Corpora te Identific ation Number	Business	Date of Incorpor ation	Sharehol ding
1 Sahana Futurio Tech Limited	Subsidiary Company	U62099 GJ2025P LC16105 4	SFTL Provides consultancy, advisory, and development services in computer programming, system development, system design, and software architecture. We also specialize in computer-aided design, data compilation, and statistical analysis, with a particular focus on technologies related to digital transactions, payments, and digital infrastructure..	April 4, 2025	60%
2 Sahana Techanalysi s Limited	Subsidiary Company	U62099 GJ2025P LC16105 9	STAL provide consulting, advising, and developing solutions in computer programming, system development, system design, and software architecture. We also specialize in computer-aided design, data compilation, and statistical analysis, with a particular focus on data analysis and business intelligence.	April 4, 2025	60%
3 Sahana Marine- Infra Tech Limited	Subsidiary Company	U62099 GJ2025P LC16156 4	SMITL focuses on software development, system design, and data analysis. Our services include consultancy and advisory support, and we also engage in the trading, importing, and exporting of technology hardware and software. We have a specific market niche in providing and supporting these systems for marine infrastructure.	April 16, 2025	60%

ii. ISSUANCE OF WARRANT

The Company has proposed Preferential allotment of up to 1,59,673 fully convertible warrants to persons in the "Non-Promoter, Public Category" has been approved by the Board at the meeting of this report. Further, this is subject to member and regulatory approvals.

The purpose of this issue is to raise funds for working capital, capital expenditure, and general corporate purposes. The warrants will be issued at ^1,440 per warrant, and each is convertible into one equity share with a face value of ^10, within 18 months from the date of allotment. The total amount to be raised is up to ^22.99 crore. This issue will not result in any change in the companys control or management.

18. 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, 2025, are as follows:

Name of the Director	Designation	DIN
Pratik Ramjibhai Kakadia	Chairman and Managing Director	07282179
Hetal Pratikbhai Kakadiya	Non-Executive & Non-Independent Director	08381794
Dharmishtha Prashant Patel	Independent- Non-Executive Director	10673623
Jinang Dineshkumar Shah	Additional Non-Executive Independent Director	08388082

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	Pratik Kakadia	Ramjibhai	Additional Director	Executive	07282179	May 18, 2024
2	Dharmishtha Patel	Prashant	Additional Executive Independen	Non- t Director	10673623	June 20, 2024
3	Ritesh Mishra	Shivkumar	Additional Executive Independenl	Non- t Director	10674791	June 20, 2024
4	Jinang Dineshkumar Shah	Additional NonExecutive Independent Director	08388082	March 7, 2025

(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 approved the change in designation of the following Directors. The shareholders approval at the 4^th Annual General Meeting held on 30^th September, 2024.

Sl. No	Name of Director	Change in Designation		DIN	Date of Shareholders Meeting
		From	To
1	Pratik Ramjibhai Kakadia	Additional Executive Director	Chairman and Managing Director	07282179	September 30,2024
2	Dharmishtha Prashant Patel	Additional NonExecutive Independent Director	Independent Non-Executive Director	10673623
3	Ritesh Shivkumar Mishra	Additional NonExecutive Independent Director	Independent Non-Executive Director	10674791

(III) REGULARISATION / RE-APPOINTMENT

The tenure of Mr. Jinang Dineshkumar Shah (DIN: 08388082) is due to end on September 30, 2025. With respect to the same, based on the recommendation of the Nomination and Remuneration Committee, your Board proposes and recommends the re-appointment of Mr. Jinang Dineshkumar Shah at the 5^th Annual General Meeting ("AGM") for shareholders approval. The details as required under the provisions of the Companies Act, 2013 and Regulations issued by SEBI form part of the AGM Notice which is annexed with the Annual Report.

(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
i	Ekta Ankit Patel	Independent Director	09574878	April 25, 2024
2	Hetang Arunkumar Shah	Managing Director	02710970	May 15, 2024
I3	Nishita Mayank Sanghvi	Independent Director	09574964	June 20, 2024
4	Ritesh Shivkumar Mishra	Independent Director	10674791	February 20, 2025

(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, Mrs. Hetal Kakadiya was liable to retire by rotation and accordingly she was reappointed by the shareholders at the 4^th Annual General Meeting held on 30^th September, 2024.

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 5^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, 2025, 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, based on the recommendation of the Nomination and

Remuneration Committee, the Board had appointed the following personnel as Key Managerial Personnel.

Sl. No.	Name of the KMP	Designation	Date of Appointment	Date of Board Meeting
1	Pratik Ramjibhai Kakadia	Chairman and Managing Director	May 19, 2024	May 18, 2024
2	Shrikant Rashmikant Khatri	Company Secretary and Compliance Officer	February 3, 2025	February 3, 2025
3	Dhavalkumar Hareshbhai Joshi	Chief Executive Officer	February 3, 2025	February 3, 2025

(II) RESIGNATION

During the financial year under review, the following personnel have tendered their resignation as Key Managerial Personnel.

Sl. No.	Name of the KMP	Designation	Date of Resignation
l	Hetang Arunkumar Shah	Managing Director	May 15, 2024
2	Kshiti Nahar	Company Secretary Compliance Officer and	December 31, 2024

(III) RELINQUISHMENT:

During the financial year under review, Mr. Pratik Ramjibhai Kakadia, who had served as the Managing Director & Chief Executive Officer had relinquished his position from Chief Executive Officer with effect from January 21, 2025. However, he continues to serve as the Managing Director of the Company.

19. DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149 of the Act and other applicable regulations, if any (i) Mrs. Dharmishta Patel and (ii) Mr. Jinang Shah are the Independent Directors of the Company as on March 31, 2025 and on the date of this report (i.e. August 30, 2025).

As required under Section 149(7) of the Companies Act, 2013, read with SEBI (Listing Obligations and Disclosure Requirements), (Amendment) Regulations, 2018, 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.

20. 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.

21. 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 9 (Nine) 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	Hetal Pratikbhai Kakadiya	Nishita Mayank Sanghvi	Pratik Ramjibhai Kakadia	Dharmishtha Prashant Patel	Hetang Arunkumar Shah	Ekta Ankit Patel	Ritesh Shivkumar Mishra		Jinang Dineshkumar Shah
Date of Original Appointment	October 25, 2021	April 18, 2022	May 19, 2024	June 20, 2024	April 07, 2022	April 18, 2022	June 20,	2024	March 07, 2025
Date of Resignation	-	June 20, 2024	-	-	May 15, 2024	April 25,2024	February 20, 2025		-
Date of Meeting
April 2, 2024	S	S	-	-	S	X	-		-
May 18, 2024	S	S	-	-	-	-	-		-
June 20, 2024	S	-	S	-	-	-	-		-
September 6, 2024	S	-	S	S	-	-	S		-
September 17, 2024	S	-	S	S	-	-	S		-
October 6, 2024	S	-	S	S	-	-	S		-
November 14, 2024	S	-	S	S	-	-	S		-
February 3, 2025	S	-	S	S	-	-	S		-
March 29, 2025	S	-	S	S	-	-	-		S

S: Present  x: Absent  "-" Not entitled / Not Applicable

(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.

As on March 31, 2025, the composition of the Audit 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	Pratik Ramjibhai Kakadia	Member	07282179

During the financial year under review, the Audit Committee convened 4 (four) times. The details of its meetings and attendance are enumerated below:

Name of Director	Hetal Prati kbhai Kakadiya	Nishita Mayank Sanghvi	Pratik Ramjibhai Kakadia	Dharmishtha Prashant Patel	Hetang Arunkumar Shah	Ekta Ankit Patel	Ritesh Shivkumar Mishra	Jinang Dineshkumar Shah
Date of Appointment as member/Chairman	April 25, 2024	May 09, 2022	March 07, 2025	June 20, 2024	May 09, 2022	May 09, 2022	June 20, 2024	March 07, 2025
Date of Resignation	March 07, 2025	June 20, 2024	-	-	May 15, 2024	April 25,2024	February 20, 2025	-
Date of Meeting
April 2, 2024	-	S	-	-	S	S	-	-
May 18, 2024	S	S	-	-	-	-	-	-
September 17, 2024	S	-	-	S	-	-	S	-
November 14, 2024	S	-	-	S	-	-	S	-

S: Present  x: Absent  "-" Not entitled / Not Applicable

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 Audit 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, 2025, the composition of the Nomination and Remuneration Committee is as follows:

Sl. No	Name of Director	Designation	DIN
1	Ms. Dharmishtha Prashant Patel	Chairman	10673623
2	Mr. Jinang Dineshkumar Shah	Member	08388082
3	Ms. Hetal Pratikbhai Kakadiya	Member	08381794

During the financial year under review, the Nomination and Remuneration Committee convened 4(four) times. The details of its meetings and attendance are enumerated below:

Name of Director	Hetal Pratikbhai Kakadiya	Nishita Mayank Sanghvi	Pratik Ramjibhai Kakadia	Dharmishtha Prashant Patel	Hetang Arunkumar Shah	Ekta Ankit Patel	Ritesh Shivkumar Mishra	Jinang Dineshkumar Shah
Date of Appointment as member/Chairman	April 25,2024	May 09, 2022	March 07, 2025	June 20, 2024	May 09, 2022	May 09, 2022	June 20, 2024	March 07, 2025
Date of Resignation	March 07, 2025	June 20, 2024	-	-	May 15, 2024	April 25, 2024	February 20, 2025	-
Date of Meeting
May 18, 2024	S	S	-	-	-	-	-	-
June 19, 2024	S	S	-	-	-	-	-	-
February 3, 2025	S	-	-	S	-	-	S	-
March 6, 2025	S	-	-	S	-	-	-	-

S: Present  x: Absent  "-" Not entitled / Not Applicable

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 Companys 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) STAKEHOLDERS 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 Audit 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, 2025, the composition of the Stakeholders 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	Pratik Ramjibhai Kakadia	Member	07282179

During the financial year under review, the Committee convened four (4) meetings. The Company has systematically addressed and resolved all complaints received from its security holders. As of March 31, 2025, 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	Hetal Pratikbhai Kakadiya	Nishita Mayank Sanghvi	Pratik Ramjibhai Kakadia	Dharmishtha Prashant Patel	Hetang Arunkumar Shah	Ekta Ankit Patel	Ritesh Shivkumar Mishra	Jinang Dineshkumar Shah
Date of Appointment as member/Chairman	April 25,2024	May 09, 2022	March 07, 2025	June 20, 2024	May 09, 2022	May 09, 2022	June 20, 2024	March 07, 2025
Date of Resignation	March 07, 2025	June 20, 2024	-	-	May 15, 2024	April 25, 2024	February 20, 2025	-
Date of Meeting
April 2, 2024	-	S	-	-	S	S	-	-
September 6, 2024	S	-	-	S	-	-	S	-
October 6, 2024	S	-	-	S	-	-	S	-
February 3, 2025	S	-	-	S	-	-	S	-

S: Present  x: Absent  "-" Not entitled / Not Applicable

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 Stakeholders Relationship Committee, reflecting the Boards commitment to the Committees oversight functions. Furthermore, no personnel were denied access to the Stakeholders 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, 2025, the composition of the Corporate Social Responsibility Committee is as follows:

Sl. No	Name of Director	Designation	DIN
1	Ms. Hetal Pratikbhai Kakadiya	Chairperson	08381794
2	Ms. Dharmishtha Prashant Patel	Member	10673623
3	Mr. Jinang Dineshkumar Shah	Member	08388082

During the financial year under review, the Committee convened One (1) meeting and details are provided below:

Name of Director	Hetal Pratikbhai Kakadiya	Dharmishtha Prashant Patel	Ritesh Shivkumar Mishra
Date of Appointment as member/Chairman	May 16, 2023	June 20, 2024	June 20, 2024
Date of Resignation	-	-	February 20, 2025
Date of Meeting
June 21, 2024	S	S	S

S: Present  x: Absent  "-" Not entitled / Not Applicable

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 companys 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, 2025 the following are Independent Directors and during the financial year under review, the Independent Director meet once the details are provided below:

Sl. No	Name of the Director	Designation	March 25, 2025
1	Jinang Dineshkumar Shah	Independent Director	S
2	Dharmishtha Prashant Patel	Independent Director	S

22. 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.

23. 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

24. 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.

25. CORPORATE GOVERNANCE REPORT

The Companys 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.

26. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Board has presented a separate and detailed report on Management Discussion & Analysis in this Annual Report.

27. 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.

28. 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.

29. OBSERVATIONS OF STATUTORY AUDITORS

The Auditors Report does not contain any observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended on March 31, 2025 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.

30. 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.

31. 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 2024-25.

32. OBSERVATIONS OF INTERNAL AUDITORS

During the financial year under review, the Internal Auditors 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.

33. 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.

34. SECRETARIAL AUDITOR

Based on the recommendation of the Audit Committee, the Board of Directors, pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, appointed M/s. Mukesh J & Associates, Company Secretaries, Ahmedabad, Gujarat, to conduct the Secretarial Audit for the financial year ended March 31, 2025.

The Secretarial Audit Report, issued by M/s. Mukesh J. & Associates, Company Secretaries, in the prescribed Form MR-3, is attached hereto as "Annexure VI" and forms an integral part of the Directors Report.

35. 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.

36. INSURANCE

All the insurable interests of your Company including properties, equipment, stocks etc. are adequately insured.

37. 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

38. RISK MANAGEMENT POLICY

In todays 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 companys 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 Companys 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

39. 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.

40. STATEMENT OF COMPLIANCE WITH 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 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.

41. 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.

42. 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.

43. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013

system umicea

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.

44. 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.

45. 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").

46. 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 Companys operations in future.

47. 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, 2025, 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.

48. LOANS FROM DIRECTORS

During the financial year under review, the Company has not borrowed any amount(s) from Directors.

49. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as "ANNEXURE IV"

50. 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.

51. 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, 2025, 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, 2025.

(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.

52. 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 SAHANA SYSTEM LIMITED	FOR AND ON BEHALF OF THE BOARD SAHANA SYSTEM LIMITED
SD/- PRATIK RAMJIBHAI KAKADIA CHAIRMAN & MANAGING DIRECTOR DIN:07282179	SD/- HETAL PRATIKBHAI KAKADIYA DIRECTOR DIN:0838179

DATE: AUGUST 30, 2025 PLACE: AHMEDABAD