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 Company's 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:

The Standalone and Consolidated Financial Statements for the financial year ended on March 31, 2025
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/reports/ and a copy of audited financial statements of its
subsidiaries will be provided to Shareholders upon their request.

2. 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. 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 Company's 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 Company's 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 Company's 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
Company's 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:

(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 Limited's
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
Company's 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:

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
Company's 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:

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

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 Company's 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 arm's length basis, within the ordinary course
of business, and are in full compliance with the applicable provisions of the Companies Act, 2013.

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 Company's
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 Company's 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

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 Company's
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 Company's 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.

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 company's
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 Company's 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:

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"):

(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.

(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.

(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 re¬
appointment 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:

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.

(II) RESIGNATION

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

(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
Company's 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:

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:

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

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 Board's commitment to the
Committee's 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 Committee's 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:

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:

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 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
Board's commitment to the Committee's 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 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
Company's 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 Stakeholder's Relationship Committee is as follows:

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:

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 Stakeholder's Relationship Committee, reflecting the Board's
commitment to the Committee's 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
Company's 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:

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

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 Board's commitment to the
Committee's 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, 2025 the following are Independent Directors and during the financial year under
review, the Independent Director meet once the details are provided below:

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
Company's 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 Company's 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 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.

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 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, 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 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.

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 company's
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
company's 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 Director's
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 today'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

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
company's policy on the prevention of sexual harassment is comprehensive, prohibiting such
behaviour by law and the company's 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 company's 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

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 Company's 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.

DATE: AUGUST 30, 2025
PLACE: AHMEDABAD