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Director's Report


Change Company Name
Sahana Systems Ltd
Computers - Software - Medium / Small
BSE Code 78078 ISIN Demat INE0LEX01011 Book Value 138.68 NSE Symbol SAHANA Div & Yield % 0 Market Cap ( Cr.) 1,688.76 P/E 112.35 EPS 17.11 Face Value 10

TO

THE MEMBERS OF THE COMPANY

Your Directors feel great pleasure in presenting 04th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lakhs except EPS)

S. NO.

PARTICULARS

CURRENT YEAR ENDED 31ST MARCH, 2024

PREVIOUS YEAR ENDED 31ST MARCH, 2023

Standalone Consolidated Standalone Consolidated
1. Total Revenue 5367.46 6904.76 2414.23 2414.23
2. Other Income 18.71 24.31 - -
3. Total Income 5386.17 6929.07 2414.23 2414.23

4.

Profit before Depreciation & Amortization

1909.66 2348.62 967.46 967.46

5.

Expenses, Finance Cost and Tax Less : Depreciation and Amortization Expenses

12.69 27.03 16.65 16.65
6. Finance Cost 8.25 13.64 64.24 64.24
7.

Profit before Tax

1888.72 2307.95 886.57 886.57
8. Less: Provision for Tax 385.20 488.21 265.97 265.97
9. Deferred Tax - (1.28) - -
10. MAT Credit Entitlement - - - -
11.

Profit after Tax

1503.52 1821.02 620.60 620.60
12.

Interim Dividend

- - - -
13.

Profit for the year

1503.52 1821.02 620.60 620.60

14.

Earnings per share (EPS)

Basic

20.00 24.22 11.14 11.14

Diluted

20.00 24.22 11.14 11.14

2. REVIEW OF OPERATIONS

During the year under review on Standalone basis, the Company’s Revenue from Operations stood at Rs. 5367.46 lakhs compared to Rs. 2414.23 lakhs in the previous year. The Net Profit for the year stood at Rs. 1503.52 Lakhs as against Rs. 620.60 Lakhs reported in the Previous Year.

During the year under review on Consolidated basis, the Company’s Revenue from Operations stood at Rs. 6904.76 lakhs compared to Rs. 2414.23 lakhs in the previous year. The Net Profit for the year stood at Rs. 1821.02 Lakhs as against Rs. 620.60 Lakhs reported in the Previous Year.

3. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business of the company. However, after end of the Financial Year 2023-24 and before the date of Board Report, the Company has amended and add additional objects to its business vide Extra-Ordinary General Meeting held on 02nd May, 2024,.

4. CHANGE OF REGISTERED OFFICE

During the Year under review, There has been no change of registered office of the company. However, after end of the Financial Year 2023-24 and before the date of Board Report, the Company has its shifted its registered office from 901-A-Block, Mondeal Square, Nr. Iscon Elegance, S.G. Highway, Prahladnagar, Ahmedabad-380015 To 1301, Maple Trade Centre, Nr. Surdhara Circle, Sal Hospital Road, Thaltej, Memnagar, Ahmedabad-380052 w.e.f. 19th May, 2024.

5. CHANGE IN MANAGEMENT

In view of the appointments and resignation of Directors in the Board of the Company, following is the revised Composition of the Board;

SR

NAME OF THE

DESIGNATION

DIN/PAN STATUS

NO.

DIRECTORS

1.

HETANG ARUNKUMAR SHAH

Managing Director

02710970 Promoter/ Chairman

2.

HETAL CHATURBHAI PATEL

Non-Executive

08381794 Non- Independent

3.

EKTA ANKIT PATEL

Non-Executive

09574878 Independent Director

4.

NISHITA MAYANK SANGHVI

Non-Executive

09574964 Independent Director

After end of Financial Year and before date of Board Report, following is the revised Composition of the Board;

SR

NAME OF THE

DESIGNATION

DIN/PAN STATUS

NO.

DIRECTORS

1.

PRATIK RAMJIBHAI KAKADIA

Managing Director

07282179 Promoter/ Chairman

2.

HETAL CHATURBHAI PATEL

Non-Executive

08381794 Non- Independent

3.

DHARMISHTHA PRASHANT PATEL

Non-Executive

10673623 Independent Director

4.

RITESH SHIVKUMAR MISHRA

Non-Executive

10674791 Independent Director

6. ALTERATION OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION

During the Year, the Company has not altered its Memorandum of Association and Articles of Association. However, after end of the Financial Year and before the date of Board Report, Pursuant to the Extra-ordinary General Meeting held on 02nd May 2024, the Company has altered its Memorandum of Association by inserting additional object of the company.

7. DIVIDEND AND RESERVES

In order to conserve resources and to meet financial requirements to implement its future plans, your Directors do not propose any dividend for the year under review.

During the year under review Nil was transferred to General Reserves.

8. SHARE CAPITAL OF THE COMPANY

As on March 31, 2024, the Authorized, Issued, Subscribed and Paid-Up share capital of the Company was as follows:

Share Capital

No. of Equity Shares Face Value ( ) Total Capital (In )

Authorized Capital

1,00,00,000 10/- 10,00,00,000/-

Issued/Subscribed and Paid up Capital

79,96,493 10/- 7,99,64,930/-

Further, During the year, there was no change in the authorized share capital of the company, which was Rs. 10,00,00,000/- comprising of 1,00,00,000 Equity Shares of Rs. 10/- each.

During the Year Company has increased its Paid up Capital in the manner set forth below:

Initial Public Offer

Date of Allotment

No of Equity Shares

Face Value ( ) Issue Price ( ) Consideration

07/06/2023

24,25,000

10/- 135/- Cash Consideration

Listing of Shares on SME exchange of NSE

Your directors are pleased to inform you that the Company’s securities have been listed on SME

Exchange of NSE Limited from 12th June, 2023.

The company got its equity shares listed via Initial Public Offer on SME Exchange of NSE Limited:

The Company made initial Public Offer (IPO) for 24,25,000 Equity Shares for cash at a price of Rs. 135/- per share including a premium of Rs. 125/- per share aggregating to Rs. 3,273.75 Lakhs through an Initial Public Offer.

9. UTILIZATION OF FUNDS RAISED THROUGH ISSUE OF EQUITY SHARES ON INITIAL PUBLIC OFFER

The sum of 3,273.75 Lakhs raised during the year 2023-24 through issue of Equity Shares on Initial Public Offer has been fully utilized for the purpose for which it was raised as stated in letter of offer for right issue and there has been no deviation or variation in utilization of the money from Initial Public Offer.

10. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'Listing Regulations') and as approved by the Board of Directors, is provided in a separate section and forms an integral part of this Report.

11. ANNUAL RETURN:

The Annual Return of the Company will be placed on the website of the company pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules 2014, the web link of the same is at https://www.sahanasystem.com/

12. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014; However, the Company has borrowed money as Unsecured Loan from Mr. Pratik Kakadia who is the promoter of the Company and M/s. Bartek Enterprise which is relative of KMP. However, as on date of board report, Mr. Pratik Kakadia is Managing Director of the company and as on 31st March, 2024, the company has repaid Loan to M/s. Bartek Enterprise.

13. DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

a. That in the preparation of the Annual Accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

c. That the directors have taken 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;

d. The Annual Accounts have been prepared on a going concern basis;

e. That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. CORPORATE GOVERNANCE REPORT

As per the provisions of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance as specified in Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V shall not apply to a listed entity being listed on SME Exchange of NSE. Thereby presently the Company is not required to comply with the above provisions of Corporate Governance.

Accordingly, the Report on Corporate Governance and Certificate regarding compliance of conditions of Corporate Governance are not made a part of the Annual Report.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company contributes progressively to the socio-economic and environmental advancement of the planet with ‘Corporate Social Responsibility’ ("CSR") at the very core of its existence. To meet its goals, the Company drives its corporate social responsibility agenda through its CSR arm. The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company as specified under Schedule VII of the Act, which has been approved by the Board. The CSR Policy may be accessed on the Company’s website at https://www.sahanasystem.com/code-of-conduct-policies. The annual report on CSR showing initiatives undertaken by the Company during the year under review containing particulars as specified under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is as per Annexure-VI to the Report.

16. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNING / OUTGO:

Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are stated below: Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy a. Steps taken or impact on conservation of energy The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities. b. Steps taken by the Company for utilizing alternate sources of energy Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

B. Technology Absorption a. The efforts made towards technology absorption The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively. b. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) Not Applicable

C. The Particulars of Foreign Exchange and Outgo for the year under review are:

(Rs. in Lakhs)

PARTICULARS

YEAR ENDED 31ST MARCH, 2024 YEAR ENDED 31ST MARCH, 2023

FOREIGN EXCHANGE EARNING

405.88 135.22

FOREIGN EXCHANGE OUTGO

NIL NIL

17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The necessary disclosure with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure I to this Report.

18. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required by Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow Statement is appended. As the Company have two subsidiary Companies, therefore, the company has published consolidated financial statements.

19. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and Regulation 16 (1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board 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 is disqualified under the provisions of the Companies Act, 2013 ("Act") or under the SEBI (Listing

Obligation and Disclosure Requirements) Regulations 2015.

(I) APPOINTMENT & RESIGNATION OF DIRECTORS

During the financial year 2023-24, there were no changes in the board of directors of the company-

Accordingly, at present, the structure of Board of Directors is as follows:

SR. NO. DESIGNATION NAME OF DIRECTORS

1.

Managing Director & Chairman

Mr. HETANG ARUNKUMAR SHAH

2.

Non-Executive & Non- Independent

Mr. HETAL CHATURBHAI PATEL

3.

Independent Director (Non-Executive)

Ms. EKTA ANKIT PATEL

4.

Independent Director (Non-Executive)

Mr. NISHITA MAYANK SANGHVI

After end of the Financial Year 2023-24 and before date of Board Report, there were following changes in the board of directors of the company-

Name of Director Date of Change Particulars of Changes
Mr. Hetang Arunkumar Shah 15th May, 2024 Resignation

Mr. Pratik Ramjibhai Kakadia

18th May, 2024

Appointment as an Additional Director

Mr. Pratik Ramjibhai Kakadia

18th May, 2024

Change in Designation From Additional Director to Managing Director

Ms. Ekta Ankit Patel 25th April, 2024 Resignation
Ms. Nishita Mayank Sanghvi 20th June, 2024 Resignation

Ms. Dharmishtha Prashant Patel

20th June, 2024

Appointment as an Additional Independent Director

Mr. Ritesh Shivkumar Mishra

20th June, 2024

Appointment as an Additional Independent Director

(II) RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Ms. Hetal Chaturbhai Patel (DIN: 08381794), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for reappointment and your Board recommends her re- appointment.

(III) KEY MANAGERIAL PERSONNEL

During the year under review, there were following changes in Key Managerial Personnel of the company

Name of KMP

Date of Change Particulars of Changes

Ms. Khushbu Ankitkumar Dalwadi

25th August, 2023 Resignation

Ms. Kshiti Nahar

01st January, 2024 Appointment of Company Secretary & Compliance Officer

Accordingly, at present, the following are the Key Managerial Personnel of the company:

SR. NO.

DESIGNATION

NAME OF KEY MANAGERIAL PERSONNEL

1.

Managing Director Mr. Hetang Arunkumar Shah

2.

Chief Executive Officer (CEO) Mr. Pratik Ramjibhai Kakadia

3.

Company Secretary & Compliance Officer (CS)

Ms. Kshiti Nahar

4.

Chief Financial Officer (CFO) Mr. Jatin Dhirajlal Jogan

After end of the Financial Year 2023-24 and before date of Board Report, there were following changes in the Key Managerial Personnel of the company-

Name of KMP Date of Change Particulars of Changes
Mr. Hetang Arunkumar Shah 15th May, 2024 Resignation

Mr. Pratik Ramjibhai Kakadia

18th May, 2024

Appointment as Managing Director

21. MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The notice of meeting of Directors and Committees is given well in advance to all the Directors of the Company. The agenda of the Board / Committee meetings is circulated not less than 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year under review, 14 (Fourteen) Board Meetings were convened and the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

NAME OF DIRECTOR

CATEGORY

NUMBER OF MEETINGS WHICH DIRECTOR WAS ENTITLED TO ATTEND MEETINGS ATTENDED

Mr. HETANG ARUNKUMAR SHAH

Managing Director

14 14

Mr. HETAL CHATURBHAI PATEL

Non-Executive Director

14 14

MS. EKTA ANKIT PATEL

Independent Director 14 14

MS. NISHITA MAYANK SANGHVI

Independent Director

14 14

22. SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 21st October, 2023 to review, among other things, the performance of non-independent directors and the

Board as whole, evaluation of the performance of the Chairman and the flow of communication between the Board and the management of the Company.

23. COMMITTEES OF THE BOARD

The Company’s Board has the following Committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee i) AUDIT COMMITTEE:

As on 31st March, 2024, there were 3 (three) members of Audit Committee, out of which 2 (two) members were independent Directors. As detailed charter of the Audit Committee is also available on the website of the Company.

During the financial year 2023-24, (7) meetings of Audit Committee were held on 16th May, 2023, 15th June, 2023, 18th August, 2023, 29th August, 2023, 24th October, 2023, 24th January, 2024 and 09th February, 2024.

The table below highlights the composition and attendance of the Members of the Committee. The requisite quorum was present at all the Meetings.

NAME OF MEMBERS

DESIGNATION

MEETINGS ATTENDED

MS. NISHITA MAYANK SANGHVI

CHAIRPERSON

7

MS. EKTA ANKIT PATEL

MEMBER 7

MS. HETANG ARUNKUMAR SHAH

MEMBER

7

The Company Secretary has acted as the Secretary to the Committee.

All the recommendations made by the Audit Committee were accepted by the Board of Directors. The terms of reference of the Audit Committee shall include but not limited to the following:

a) To recommend the appointment/re-appointment/ re-placement and terms of appointment of the Auditors of the Company. b) To review and monitor Auditor’s independence and performance and effectiveness of audit process. c) To review with the Management the Quarterly Financial Results before submission to the Board for approval. d) Review the adequacy of internal control system. Finding of any internal investigations by the internal auditors in to matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. e) Approval or any subsequent modification of transactions of the Company with related parties. f) Reviewing the Company's risk management policy. g) To scrutinize inter-corporate loans and investments made by the Company. h) To evaluate the Internal Financial Controls and Risk Management Systems.

i) To carry out valuation of undertakings and the assets of the Company, wherever it is necessary. j) To review, with the management, performance of Statutory and Internal Auditors, adequacy of the Internal Control System. k) To review the functioning of the Whistle Blower Mechanism. l) To approve appointment of Chief Financial Officer after assessing the qualifications, experience and background etc. of the candidate. m) To carry out any other function, as may be assigned to Audit Committee pursuant to any amendments to the Listing Regulations and the applicable provisions of the Act. n) To oversee the Company’s financial reporting process and disclosure of the financial information to ensure that the financial statements are correct, sufficient and creditable. o) To review the following information/document:

Management Discussion and Analysis of financial condition and results of operation;

Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

Management letter/letters of internal control weakness issued by the Statutory Auditors;

Internal audit reports relating to internal control weakness;

Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations.

ii) NOMINATION AND REMUNERATION COMMITTEE

As on 31st March, 2024, there were 3 (three) members of Nomination and Remuneration Committee, out of which 2 (two) members were independent Directors. As detailed charter of the Nomination Remuneration Committee is also available on the website of the Company.

During the financial year 2023-24, 2 (Two) meetings of NRC were held on 18th August, 2023, and 01st January, 2024.

The table below highlights the composition and attendance of the Members of the Committee. The requisite quorum was present at the Meeting.

NAME OF MEMBERS

DESIGNATION

MEETINGS ATTENDED

MS. NISHITA MAYANK SANGHVI

CHAIRPERSON

2

MS. EKTA ANKIT PATEL

MEMBER 2

MS. HETAL CHATURBHAI PATEL

MEMBER

2

The Company Secretary has acted as the Secretary to the Committee.

The broad terms of reference of the NRC, as approved by the Board, are in compliance with Section 178 of the Companies Act, 2013 which are as follows:

a) To lay down criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees. b) To formulate a criteria for evaluation of performance of Independent Directors and the Board of Directors. c) To recommend remuneration to be paid to a Director for any service rendered by him to the Company which are of a professional nature and provide an opinion, whether such Director possess the requisite qualification for the practice of such profession. d) To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal. e) To decide whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors. f) To recommend to the Board the appointment and removal of the Directors, including Independent Directors. g) Carrying out functions as delegated by the Board of Directors from time to time.

The Board of Directors has framed "Remuneration and Nomination Policy" which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The said Policy is annexed herewith as Annexure - II to this report.

iii) STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31st March, 2024, there were 3 (three) members of Stakeholders Relationship Committee, out of which 2 (two) members were independent Directors. As detailed charter of the Stakeholders Relationship Committee is also available on the website of the Company.

During the financial year 2023-24, 18th August, 2023, 24th October, 2023 and 24th January, 2024 (Three) meeting of SRC were held as there are not more than 1000 shareholders.

The table below highlights the composition and attendance of the Members of the Committee. The requisite quorum was present at the Meeting.

NAME OF MEMBERS

DESIGNATION

MEETINGS ATTENDED

MS. EKTA ANKIT PATEL

CHAIRPERSON 03

MS. NISHITA MAYANK SANGHVI

MEMBER 03

MR. HETANG ARUNKUMAR SHAH

MEMBER

03

The Company Secretary has acted as the Secretary to the Committee.

Stakeholders Relationship Committee is empowered to oversee the Redressal of Stakeholders complaints pertaining to transfer of shares, non-receipt of annual reports, non-receipt of declared dividends, issue of duplicate certificates, transmission /demat / remat of shares and other miscellaneous grievances.

24. ANNUAL PERFORMANCE EVALUATION BY THE BOARD

Pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Directors was completed during the year under review.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process.

25. DIRECTORS TRAINING AND FAMILIARIZATION

The Company undertakes and makes necessary provision of an appropriate induction programme for new Director(s) and ongoing training for existing Directors. The new Director(s) are introduced to the Company culture, through appropriate training programmes. Such kind of training programmes helps develop relationship of the directors with the Company and familiarize them with Company processes. The management provides such information and training either at the meeting of Board of Directors or at other places.

The induction process is designed to:

build an understanding of the 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.

26. DETAILS OF FRAUD REPORT BY AUDITOR:

As per auditors’ report, no fraud u/s 143 (12) reported by the auditor.

27. AUDITORS

(I) STATUTORY AUDITORS:

Based on the recommendation of the Audit Committee and the Board of Directors, Members of the Company at the 03rd Annual General Meeting held on 23rd September, 2023 appointed M/s. A. K. Ostwal & Co., Chartered Accountants (Firm Registration No. 107200W) as the statutory Auditors of the Company for financial year 2023-24 to fill in the casual vacancy caused by resignation of M/s. Rahul Mistri & Co. Board hereby recommends 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 04th Annual General Meeting until the conclusion of the 08th Annual General Meeting to be held on 2028.

Notes on financial statement referred to in the Auditor’s Report are self-explanatory and do not call for any further comments. The Auditor’s Report does not contain any qualification, reservation or adverse remark.

(II) INTERNAL AUDITORS:

M/s. Shah Sanghvi & Associates, Chartered Accountants (FRN: 140107W) was appointed as an Internal Auditors of the Company in the Board Meeting held on 29th August, 2023 to conduct an internal audit of the Company for the F.Y. 2023-24.

The internal Auditor functions reports its findings and status thereof to the Audit Committee on a quarterly basis.

(III) SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its meeting held on 09th February, 2024, had appointed M/s. Mukesh J. & Associates, Company Secretaries, Ahmedabad, Gujarat to conduct Secretarial Audit of the company as applicable by virtue of listing of securities for the year ended on 31st March, 2024.

Secretarial Audit Report issued by M/s. Mukesh J. & Associates, , Company Secretaries in Form MR- 3 is annexed herewith as Annexure IV and forms an integral part of this Report. The reply to observations of Secretarial Auditor is attached as addendum to Directors report

28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Internal financial controls of the company are adequate keeping in mind Company’s business size and mode of operations. All process and safety measures are followed to protect from any financial or business loss, unauthorized use or disposition of its assets. All the transactions are properly regulated through proper channels to maintain control.

The Company is adhering to all the applicable Accounting Standards. Further, there are teams which looks after the internal checks and verifies the internal control system in accordance with policies of the Company.

29. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

During the Year under Review, the Board, at its meeting held on 18th August, 2023, approved acquisition of 100% Equity Shares of Softvan Private Limited and Softvan Labs Private Limited and accordingly, both company have become wholly owned subsidiaries. As on 31st March, 2024, the Company has two subsidiary company namely

1) Softvan Private Limited

2) Softvan Labs Private Limited

During the year under review, the Board of Directors reviewed the affairs of material subsidiaries. There has been no material change in the nature of the business of the subsidiaries. In accordance with Section 129, 134 and 136 of the Act, read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, the Company has prepared the consolidated financial statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the financial statements of subsidiaries in Form AOC-1, which is appended as Annexure-VII to the Board’s report.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiaries, are available on our website, at https://www.sahanasystem.com/.

The Company’s Policy for determination of material subsidiary, as adopted by the Board of Director, in conformity with Regulation 16 of the SEBI Listing Regulations, can be accessed on the Company’s website at https://www.sahanasystem.com/.

30. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations.

There were no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions, if any. The Company has adopted a Related Party Transactions Policy.

The details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 ‘AOC-2’-

Annexure III.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

The particulars of loans, guarantees and investments, if any taken or given, have been disclosed in the financial Statement.

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

OF THE COMPANY

The material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report are mentioned as below:

Initial Public Offer & consequent listing of Shares on SME Exchange of NSE Limited:

The Company made initial Public Offer (IPO) for 24,25,000 Equity Shares for cash at a price of Rs. 135/- per share including a premium of Rs. 125/- per share aggregating to Rs. 3,273.75 Lakhs through an Initial Public Offer. Your Directors are pleased to inform you that the Company’s securities have been listed on SME Exchange of NSE Limited w.e.f 12th June, 2023.

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuance to Section 177 of the Companies Act, 2013, the Company has adopted a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Company promotes ethical behavior in all its business activities and has adopted a mechanism of reporting illegal or unethical behavior. The Company has a whistle blower policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the employees / workers. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in the exceptional cases. The confidentiality of those reporting violation is maintained and they are not subjected to any discriminatory practice. However, no violation of laws or unethical conduct etc. was brought to the notice of the Management or Audit Committee during the year ended 31st March, 2024. We affirm that during the financial year 2023-24, no employee or director was denied access to the Audit Committee.

34. RISK MANAGEMENT POLICY

Your Company has an elaborated risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entity’s objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company’s enterprise wide risk management framework; and (b) Overseeing that all the risk that the organization faces. The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Committee reviews adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company’s risk management policies and systems.

35. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your company believes in providing a healthy, safe and harassment-free workplace for all its employees. Further company ensures that every women employee is treated with dignity and respect.

The Company has in place an Anti-Sexual Harassment Policy as per the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

Your Directors further states that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

36. Details of Application made or proceeding pending under Insolvency And

Bankruptcy Code 2016

During the year under the review, there were no applications made or proceedings pending in the name of the company under the insolvency and bankruptcy code, 2016.

37. Details of Difference between valuation amount on one time settlement and valuation while availing loan from banks and financial institutions.

During the year under the review, there has been no one time settlement of loans taken from banks and financial institutions.

38. ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, clients, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

FOR, SAHANA SYSTEM LIMITED

SD/-

PRATIK RAMJIBHAI KAKADIA

MANAGING DIRECTOR

DIN: 07282179

Registered Office:

1301, Maple Trade Centre, Nr. Surdhara Circle,

Sal Hospital Road, Thaltej, Memnagar,

Ahmedabad-380052

Place: Ahmedabad

Date: 06/09/2024