Your Directors have pleasure in presenting the 29th Annual Report, together with the Audited Accounts of the Company for the financial year ended 31st March, 2026.
1. FINANCIAL HIGHLIGHTS: The following is a highlight of the financial performance of the Company during the year under review:
|
Particulars
|
Standalone
|
Consol!
|
dared
|
|
Year ended
31“ March, 2026
|
Year ended 31“ March, 2025
|
* Year ended 31“ March, 2026
|
Year ended 31st March, 2025
|
|
Revenue from Operations
|
91755.38
|
9.6S6.46
|
9,755.38
|
-
|
|
Other Income
|
103.13
|
57.6S
|
103.13
|
-
|
|
Total Income
|
9,858.51
|
9,744.14
|
9,858.51
|
-
|
|
Operating Cost
|
4.571,04
|
4.483.03
|
4.571,04
|
|
|
Finance Cost
|
676.92
|
641.07
|
676.92
|
-
|
|
Depreciation
|
S3S.67
|
747.46
|
83S.67
|
-
|
|
Other Expenses
|
1,249.46
|
633.14
|
1,249.46
|
-
|
|
Total Expenses
|
8,791.40
|
8,002.26
|
8,791.40
|
-
|
|
Profit Before Exceptional Item anti Tax
|
1,067.11
|
1.741.88
|
1,067,11
|
-
|
|
Share in Profit/ Loss of Associates
|
-
|
-
|
(0.03)
|
-
|
|
Profit Before Tax
|
1.067.11
|
1,741.88
|
1,067.08
|
-
|
|
Current Tax
|
-
|
-
|
-
|
-
|
|
MAT C redit (Entitlement utilizedI
|
|
-
|
-
|
Ý
|
|
Deferred Tax
|
0405.36)
|
566.48
|
(405.36)
|
-
|
|
Profit/(Lo$s) after Tax
|
1,472.47
|
1,175.40
|
1,472.44
|
-
|
|
Earnings per Share
|
9,13
|
8.19
|
9.13
|
-
|
|
Diluted earnings per share
|
9.13
|
8.19
|
9.13
|
|
2. COMPANY’S FINANCIAL PERFORMANCE:
STANDALONE:
During the period under review, the Company has achieved a total income of Rs. 9,755.38 Lakhs in the financial year 2025-2026 as against Rs. 9,686.46 Lakhs in the financial year 2024-2025. The Company has earned a Profit after tax of Rs. 1,472.47 Lakhs in the financial year 2025-2026 as compared to Rs. 1,175.40 Lakhs in the financial year 2024-2025.
CONSOLIDATED:
The Associate Company has incorporated in the month of October 2025. Further, business operations are not yet commenced in the financial year 2025-2026. The consolidated profit after tax for the financial year 2025-2026 is 1472.44 Lakhs.
3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013: The
Company has not transferred any amount to General Reserve during the financial year.
4. DIVIDEND: With a view to conserve reserves for expansion of business activities, the Board of Directors has decided not to declare dividend for the current financial year.
5. MATERIAL CHANGES DURING THE FINANCIAL YEAR 2025-2026:
• The Company has approved an fund - raising proposal for issuing equity shares to investors and convertible warrants to promoter/ promoter group amounting to Rs. 26 crore at the duly convened Board meeting on 12th January, 2026.
• The Company increase its Authorised Share Capital from existing Rs. 15 Crore to Rs. 20 Crore and amended capital clause of MOA and amended AOA clause for issue of securities other than equity shares at duly convened Extra - Ordinary General Meeting held on 6th February, 2026 for approval of shareholders.
• The Company received its in- principle listing approval from NSE in 12th February, 2026 for allotment and issue of 19,49,156 equity shares and 2,54,238 convertible warrants.
• The Company upon its receipt of application money, allotted 17,80,425 equity shares and 2,54,238 convertible warrants on 27th February,2026. Further, the company receive its in¬ principle listing approval from NSE for equity shares on 8th April, 2026 and trading approval for equity shares allotted on 17th April, 2026.
6. MATERIAL CHANGES OCCURRED AFTER THE FINANCIAL YEAR 2025-2026 TILL THE ISSUANCE OF ANNUAL REPORT:
• The Company approved the financial statements and auditor report for the financial year 2025-2026 at the Board meeting held on 14th May, 2026.
• The Company has completed the allotment & corporate action for convertible warrants raised under preferential issue on 20th May, 2026.
7. SHARE CAPITAL:
• AUTHORISED SHARE CAPITAL: The Authorised Share Capital of the Company as on 31st March, 2026 was Rs. 20,00,00,000 /- (Rupees Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- each.
• PAID UP SHARE CAPITAL: The Paid-up Equity Share Capital of the Company as on 31st March, 2026 was Rs. 16,13,30,430/- (Rupees Sixteen Crore Thirteen Lakh Thirty Thousand Four Hundred and Thirty Only) divided into 1,61,33,043 ( One Crore Sixty One Lakh Thirty Three Thousand and Forty Three) Equity Shares of Rs. 10/- each.
8. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES:
The Company does not have any subsidiary/joint venture companies.
Further, the company has one associate company has “ United Sadhav Integrated Maritime
Private Limited.”
Other group companies were directors has significant influence and common control are Sadhav
Offshore Engineering Private Limited and Sadhav Drydocks Private Limited.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
There are changes in Directors and Key Managerial Personnel during the financial year 2025-2026.
• APPOINTMENT OF DIRECTOR
a. Mr. Bibekananda Satapathy was appointed as Additional Non - Executive Independent Director for period of 5 years at the Board meeting held on 20th August, 2025 and his appointed was approved by members at the Annual General Meeting held on 30th September, 2025.
b. Mr. Kairali Gopinath was appointed as Additional Non - Executive Independent Director for period of 5 years at the Board meeting held on 20th August, 2025 and his appointed was approved by members at the Annual General Meeting held on 30th September, 2025.
c. Mr. Rajiv Pradhan was appointed as Additional Non - Executive Independent Director for period of 5 years at the Board meeting held on 9th February, 2026 subject to approval at ensuing Annual General Meeting to be held in 2026.
d. Mr. Satish Athaley was appointed as Additional Non - Executive Independent Director for period of 5 years at the Board meeting held on 9th February, 2026 subject to approval at ensuing Annual General Meeting to be held in 2026.
• RESIGNATION OF THE DIRECTOR:
a. Mr. Bharat Bhushan NagpaL has resigned from the post of Independent Director of the Company w.e.f. 11th JuLy, 2025.
b. Mr. Rajesh Kakkar has resigned from the post of Independent Director of the Company w.e.f.21st August, 2025.
c. Mr. Ashok Kumar BaL has resigned from the post of Independent Director of the Company w.e.f. 12th January,2026.
• REAPPOINTMENT OF THE DIRECTOR:
Mrs. Sadhana Choudhury, Whole Time Director of the Company, retiring by rotation at the ensuing Annual General Meeting, offers herself for re- appointment.
The detailed terms of re-appointment has been made in ‘Annexure - A’.
10. CHANGE IN THE NATURE OF BUSINESS: During the year under review, there was no change in the nature of the business of the company.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The details of loans, advances and/or guarantee provided by the Company and investments as per section 186 of the Companies Act, 2013, which are required to be disclosed in the annual accounts of the Company are provided in Notes to the financial statements.
12. COMPOSITION OF BOARD COMMITTEES: The Board of Directors have constituted the committees i.e. Audit Committee, Corporate Social Responsibility Committee Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Risk Management Committee. The Composition of various committees is in accordance with applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
A. AUDIT COMMITTEE:
The Audit Committee of the Company is constituted in accordance with the section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and comprises of three qualified members (i.e. 2 Non¬ Executive Independent Directors and 1 Executive Director).
ALL the members have financial and accounting knowledge.
The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.
The Composition of Audit Committee was changed during the year due to appointment / resignation of directors in the company.
The Committee met Six (6) times during the financial year 2025-2026 i.e. 21st May, 2025, 8th September, 2025, 11th November, 2025, 12th January, 2026, 9th February, 2026 and 30th March, 2026 and the gap between two meetings did not exceed one hundred twenty days. The necessary quorum was present for all the meetings.
The composition of the Audit Committee and the details of meetings attended by its members are given below:
"-If--
Audit Committee Meetings Dates
--(2025-2026)----
|
oQo
|
AUDIT COMMITTEE MEETINGS DATES
|
oOo
|
0
|
|
NAME OE THE MEMBERS
|
©
2] it May, 2025 '
|
Hth Sept, 2025
|
m
1 Itli Ncv, 2025
|
it
] 2th Jan,
|p|
|
m
Sth Ecb, 2026
|
M
TUlh March. 2026
|
NO. OF MEETINGS ENT 1 El El) TO ATTEND
|
NO, O F MEETINGS attended
|
|
•
|
Mr. Ashdk Kumar Hal
|
YES
|
-
|
-
|
-
|
-
|
-
|
I
|
1
|
|
•
|
Mr. Rajcih Kakkar
|
YES
|
-
|
-
|
-
|
-
|
-
|
1
|
1
|
|
•
|
Mr. Vcdjnl CliaLuiliaiy
|
YES
|
YES
|
YES
|
YES
|
YES
|
YES
|
6
|
6
|
|
*
|
.Mr. BiIkT Juanita Sat apathy
|
-
|
YES
|
YES
|
YES
|
YES
|
YES
|
5
|
5
|
|
•
**
|
.Mr. Kairali Copi N'aih
|
-
|
YES
|
YES
|
YES
|
YES
|
YES
|
5
|
5
|
|
9
|
Mr. Subhas Chandra Chobdhury
|
-
|
YES
|
YES
|
YES
|
YES
|
YES
|
5
|
5
|
The Corporate Social Responsibility Committee of the Company is constituted in accordance with the section 135 of the Companies Act, 2013 and comprises of three qualified members (i.e. 1 Non-Executive Independent Directors and 2 Executive Director).
The CSR Committee acts in accordance with the terms of reference specified from time to time by the Board.
The Composition of CSR Committee was changed during the year due to appointment / resignation of directors in the company.
The Committee met twice (2) times during the financial year 2025-2026 i.e. 9th February, 2026 and 30th March, 2026. The necessary quorum was present at the meeting.
The composition of the CSR Committee and the details of meetings attended by its members are given below:
CSR Committee Meetings
-* DATES (2025-2026) *-
| |
oOo
O
|
CSR COMMITTEE MEETINGS DATES (2025-2026)
|
O
flG
no. or
MEETINGS ENTI TLED TO ATTEND
|
1
no, or
MEETINGS
ATTENDED
|
| |
NAME OF THE MEMBERS
|
9th Ecb, 2026
|
30th March. 2026
|
|
&
|
Mrs. Chtuidhury
|
Yes
|
Yes
|
2
|
2
|
|
&
|
Mr. Subtle Chandra Choudhury
|
Yes
|
Yes
|
2
|
2
|
|
&
|
Mr. Bifcekananda Satapathy
|
Yes
|
-
|
I
|
I
|
|
4
|
Mr. Saiish Ait ha Icy
|
-
|
Yes
|
1 I
|
C. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of the Company is constituted in accordance with Regulation 19 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013. The Committee comprises three (3) qualified members (i.e. Two (2) Independent Directors and One (1) Non-Executive Director. The role of the committee has been defined as per section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
The Nomination & Remuneration Committee acts in accordance with the terms of reference specified from time to time by the Board.
The Composition of NRC Committee was changed during the year due to appointment / resignation of directors in the company.
The Committee met twice (2) during the financial year 2025-2026 i.e. 8th September, 2025 and 9th February, 2026. The necessary quorum was present at the meeting.
The composition of the Nomination and Remuneration Committee and the details of meetings attended by its members are given below:
NRC Committee Meetings Dates
(2025-2026)
|
a?s
|
NRCiOMMITTEE MEETINGS DATES (2025-2026)
|
A
|
P— 1 -
|
|
NAME OF THE
members
|
8th Sept, 2025
|
0
9th Feb,' 2026
|
NO. OF MEETINGS ENTITLED TO ATTEND
|
NO.OF
MEETINGS
ATTENDED
|
|
Mr. Rihrinmanifa SatJpdlh)
|
Yes
|
Yes
|
I
|
-
|
|
Mr. Kairali Gopi Nfilh
|
Yes
|
Yes
|
2
|
2
|
|
Mr. SubhasChandraChoufflury
|
Yes
|
Yes
|
2
|
2
|
|
Mr. Asfiok KtparBal
|
-
|
-
|
I
|
-
|
Nomination and Remuneration Policy is hosted on the website of the Company i.e. www.sadhavshipping.com.
The performance of Independent Directors was evaluated on the following criteria:
• Exercise of independent judgment in the best interest of Company;
• Ability to contribute to and monitor corporate governance practice;
• Adherence to the code of conduct for independent directors.
The entire Board of Directors carried out the performance evaluation of the Independent Directors on various parameters like engagement, analysis, decision making, communication and interest of stakeholders. In the evaluation process the Directors, who were subjected to evaluation did not participate.
D. STAKEHOLDER RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of the Company is constituted in accordance with Regulation 20 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013.
The role and functions of the Stakeholders Relationship Committee are the effective redressal of grievances of shareholders, debenture holders and other security holders including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends. The Committee overviews the steps to be taken for further value addition in the quality of service to the investors.
The Composition of SRC Committee was changed during the year due to appointment / resignation of directors in the company.
The Company has designated the e-mail ID:cs@sadhav.com and accounts@maashitla.com exclusively for the purpose of registering complaint by investors electronically. This e-mail ID is displayed on the Company’s website i.e.www.sadhavshipping.com
The following table shows the nature of complaints received from the shareholders during the years 2025-2026.
| |
n
©
|
Nature of Complaints
|
1 t
Received
|
I1 \
0
Pending
|
©
Disposed
|
|
1.
|
Non receipt of Annual Report
|
-
|
-
|
-
|
|
2.
|
Non-Receipt of Share Certificates after transfer
|
-
|
-
|
-
|
|
3.
4.
|
Non-Receipt of Denial Rejected S/C's Others
|
-
|
-
|
-
|
|
0
|
Total
|
Ý
|
-
|
-
|
There were no complaints pending as on 31st March, 2026.
The Stakeholder Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.
The Committee met Once (1) during the financial year 2025-2026 i.e. 30th March, 2026. The necessary quorum was present at the meeting.
The composition of the Stakeholders Relationship Committee and the details of meetings attended by its members are given below:
|
Name of the Members
|
Stakeholder Relationship Committee lilo Meetings Dates
|
No. of Meetings entitled to Attend
|
0
No. of Meetings Attended
|
|
A
|
Mr. Subhas Chandra Choudhury
|
Yes
|
i
|
1
|
|
A
|
Mr. Vedant Choudhury
|
Yes
|
t
|
1
|
|
A
|
Mr. Bibekananda Satapathy
|
Yes
|
1
|
1
|
|
A
|
Mr. Rajiv Pradhan
|
Yes
|
1
|
1
|
E. RISK MANAGEMENT COMMITTEE:
The Risk Management Committee of the Company is constituted in accordance with Regulation 21 of The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Committee comprises Three (3) qualified members (i.e. One (1) Independent Directors and Two (2) Executive Directors.
The Composition of RMC Committee was changed during the year due to appointment / resignation of directors in the company. The Committee met once (1) during the financial year 2025-2026 i.e. 30th March, 2026. The necessary quorum was present at the meeting.
The composition of the Risk Management Committee and the details of meetings attended by its members are given below:
|
oOo
CCP
Name of the Members
|
u
RMC
Meetings Date
|
A
No. of Meetings Entitled to Attend
|
IsL
No. of Meetings Attended
|
|
Mr. Rajiv Pradhan
|
Yes
|
]
|
J
|
|
Mr. Kairaii Gopi Nath
|
Yes
|
1
|
1
|
|
Mr. Vedant Choudhury
|
Yes
|
]
|
]
|
|
Mr. Satish Athaley
|
Yes
|
]
|
]
|
F. INDEPENDENT DIRECTORS MEETING:
As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company shall hold at least one meeting in a year without the presence of Non-Independent Directors and members of the management. All the independent Directors shall strive to be present at such meeting.
The independent Directors in their meeting shall, inter alia-
a) review the performance of non-independent Directors and the board of Directors as a whole;
b) review the performance of the chairperson of the listed entity, taking into account the views of executive Directors and non-executive Directors;
c) assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of Directors that is necessary for the board of Directors to effectively and reasonably perform their duties.
Independent Directors met once during the financial year 2025-2026 i.e. 30th March,2026 and was attended by all Independent Directors.
None of the Non-Executive Independent Directors nor their relatives hold any Equity Shares of the Company.
12. DECLARATION GIVEN BY INDEPENDENT DIRECTORS: Independent directors were appointed during the financial year 2025-2026 in the Company. The declaration by Independent Directors as per provisions of Section 149 (6) of Companies Act, 2013 and SEBI regulations, are kept under the records of the Company
13. MEETING OF THE BOARD OF DIRECTORS AND SHAREHOLDERS: The following Meetings of the Board of Directors were held during the financial year 2025-2026
|
Sr. No.
|
Date of Meeting
|
Board Strength
|
ho. oi uireciors Present
|
|
t.
|
21/05/2025
|
7
|
7
|
|
2.
|
26/06/2025
|
7
|
4
|
|
3.
|
29/07/2025
|
7
|
4
|
|
4.
|
20/08/2025
|
7
|
4
|
|
5.
|
08/09/2025
|
7
|
6
|
|
6.
|
11/11/2025
|
7
|
6
|
|
7.
|
12/01/2026
|
7
|
6
|
|
8.
|
09/02/2026
|
7
|
6
|
|
9.
|
27/02/2026
|
8
|
8
|
|
10.
|
30/03/2026
|
8
|
8
|
|
Sr. No.
|
Particulars
|
Mode of Meeting
|
Date of Meeting
|
rso. oi lvtcmoers Present
|
|
1.
|
Annual General Meeting
|
Video Conferencing
|
30/09/2025
|
16
|
|
2,
|
Extra — Ordinary General Meeting
|
Video Conferencing
|
06/02/2026
|
IS
|
14. ANNUAL RETURN: Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013, the Annual Return in Form MGT-7 as on 31st March, 2026 is available on the Company’s website athttps://www.sadhavshippina.com/investor-information.html#asc.tab=Q
15. INTERNAL CONTROLS: The Company has in place adequate internal controls with reference its nature of business which meets the following objectives:
• Providing assurance regarding the effectiveness and efficiency of operations;
• Efficient use and safeguarding of resources;
• Compliance with policies, procedures and applicable laws and regulations; and
• T ransactions being accurately recorded and promptly reported.
During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
16. INTERNAL FINANCIAL CONTROLS: Internal Financial Controls are an integral part of the risk management framework and process that address financial and financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the business process. The Company has in place adequate internal financial controls with reference to Financial Statement.
• Assurance on the effectiveness of internal financial controls is obtained through management reviews and self-assessment, continuous control monitoring by functional experts as well as testing of the internal financial control systems by the Statutory Auditors and Internal Auditors during the course of their audits.
• The Company believes that these systems provide reasonable assurance that the Company’s internal financial controls are adequate and are operating effectively as intended.
17. STATUTORY AUDITORS:
M/s. Suvarna & Katdare, (FRN 125080W) Chartered Accountants, was appointed as Statutory Auditors by the shareholders at the Annual General Meeting held on 29th September, 2023 for a period of 5 years from the Financial year 2023-24 to Financial year 2027-28.
There are no qualifications, reservations or adverse remarks or disclaimers made by Statutory Auditors - M/s. Suvarna & Katdare, (FRN 125080W) Chartered Accountants, in their Report on the financial accounts of the Company for the financial year under review.
18. SECRETARIAL AUDITOR:
M K Saraswat & Associates, LLP was appointed as Secretarial Auditors by shareholders at the Annual General Meeting held on 30th September, 2025 for period of 5 years from financial year 2025-2026 to financial year 2029-2030.
The Secretarial Audit Report issued by. M K Saraswat & Associates LLP for the financial year 2025¬ 2026 does not contains any qualifications or adverse remarks. The Secretarial Audit report is annexed to the Director Report in Form MR-3 as ‘Annexure - B’.
19.INTERNAL AUDITOR:
The Company has appointed M/s. Kesaba Padhy & Co., Chartered Accountants was appointed as Internal Auditors by the Board of Directors for period of 3 years from financial year 2025-2026 to financial year 2027-2028.
The Internal Audit Report issued by M/s. Kesaba Padhy & Co., Chartered Accountants, for the financial year 2025-2026 contains qualifications or adverse remarks. However, the observations made by him are replied by the management.
20. BOARD’S COMMENT ON THE AUDITOR’S REPORT:
a. ) Statutory Auditor:
The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self- explanatory and does not call for any further comment from Board of Directors.
b. ) Internal Auditor:
The management has replied on the observations made by the internal auditor. The changes suggested by the internal auditor in the accounting system will be taken care from the current financial year.
c. ) Secretarial Auditor:
There are no observations from secretarial auditors in their report, the report is self¬ explanatory and does not call for any further comment by the Board of Directors.
21. PUBLIC DEPOSITS: The Company has not accepted Public Deposits within the purview of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
22. MAINTENANCE OF COST RECORDS: The Central government has not prescribed the maintenance of cost records under section 148 (1) of the Companies Act, 2013.
23. RELATED PARTY TRANSACTIONS: All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis and do not have potential conflict with interest of the Company at large. The contracts / arrangements / transactions with related party which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith and marked as ‘Annexure - C’ to this Report.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO: 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.
The Company has not spent any substantial amount on Conservation of Energy or technology
absorption as per the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8
of the Companies (Accounts) Rules, 2014.
The Foreign Exchange Earnings and Foreign Exchange Outgo for the period under review:
|
1
|
|
Particulars
|
|
|
Year ended 31st March, 2026
|
|
|
Year ended 31st March, 2025
|
| |
Foreign Exchange Earnings
|
2,022.19
|
4,233.69
|
|
4
|
jj-gj Foreign Exchange Outgo
|
5,574.07
|
8,218.42
|
25.CORPORATE SOCIAL RESPONSIBILITY: The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in ‘Annexure - D’. The CSR policy is available on the website of the Company i.e. www.sadhavshipping.com.
26. MANAGERIAL REMUNERATION: During the period under review, the Company has complied with provisions made under the Section 197 of Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in ‘Annexure -E’.
27. DIRECTOR’S RESPONSIBILITY STATEMENT: Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-
• In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
• 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;
• The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
• The directors had prepared the annual accounts on a going concern basis; and
• The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
28. ANNUAL SECRETARIAL COMPLIANCE REPORT: The Company is listed on SME platform of National Stock Exchange does not require to submit the secretarial compliance report for the financial year 2025-2026 as per regulation 24A of SEBI (Listing and Obligations Disclosure Requirements), Regulations, 2015,
29. CORPORATE GOVERNANCE REPORT: The Company is listed on SME platform of National Stock Exchange, provisions related to corporate governance are not applicable to the company.
30. VIGIL MECHANISM / WHISTLE BLOWER POLICY: The Company has a vigil mechanism called “Whistle Blower Policy” with a view to provide a mechanism for Directors and employees of the Company to raise concerns of any violations of any legal or regulatory requirement, incorrect or misrepresentation of any financial statement and reports etc. The Policy provides adequate safeguards against victimization of Director(s)/ employee(s) and direct access to the Chairman of the Audit Committee in exceptional cases.
No Director/ employee have been denied access to the Chairman of the Audit Committee and
that no complaints were received during the year. The details of the Policy have been posted on
the Company’s website https://www.sadhavshipping.com/investor-
information.html#gsc.tab=0.
31.INSIDER TRADING: The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. Further the Directors and all the designated persons have confirmed that they have adhere to the code. The details of the Code of
Conduct have been posted on the Company’s website
https://www.sadhavshipping.com/investor-information.html#gsc.tab=0.
32. CFO CERTIFICATION: CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in ‘Annexure -F’.
33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations, 2015“) forms part of this Annual Report. Certain Statements in the said report may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. Management Discussion and Analysis Report is given in ‘Annexure - G’ to the Directors’ Report.
34. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS: The details of familiarization programme for Independent Directors is given in ‘Annexure -H’. The details of the familiarization programme for independent directors have been posted on the Company’s website i.e.https://www.sadhavshipping.com/investor-information.html#gsc.tab=0.
35. COMPLIANCE WITH SECRETARIAL STANDARDS: During the period, under review your Company is in compliance with all the applicable Secretarial Standards as specified or issued by the Institute of Company Secretaries of India.
36. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.
Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.
37. PREVENTION OF SEXUAL HARASSMENT AT THE WORKPLACE:
In accordance with the requirements of the Sexual. Harassment of Women at Workplace (Prevention, Prohibition & RedressaL) Act, 2013 (“POSH Act”) and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace.
The Company has an Internal Committee to redress and resolve any complaints arising under the POSH Act. Training / Awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace.
Your director’s further state that during the period under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
38. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 OR ANY OTHER REGULATORY AUTHORITY:
Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the period under review.
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.
39. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE¬ TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: As Company has not done any one-time settlement during the year under review hence no disclosure is required.
40. INFORMATION TO SHAREHOLDERS:
a) Annual General Meeting - Date, Time, Venue
|
Annual General Meeting
|
29th Annual General Meeting
|
|
Day & Date
|
Monday, 7th September, 2026
|
|
Time
|
11:30 A.M.
|
|
Venue
|
Through Video Conferencing
|
For details, please refer to the Notice of this AGM.
b) Re-appointed of the Director:
The particulars of directors seeking re-appointment at the ensuing AGM are mentioned in the ‘Annexure- A’ to the Notice of this AGM.
c) Listed on stock exchange:
The Company is Listed on Emerge Platform of NSE Limited.
d) Stock Code:
NSE Scrip Name: SADHAV Depository Connectivity: NSDL & CDSL Designated Depository : NSDL
ISIN Number for equity shares of the Company: INE0K5H01010
e) Market High Price Data:
High & Low during the financial year 2025-2026 on National Stock Exchange
|
MONTH
|
HIGH
|
LOW
|
CLOSING
|
|
April 2025
|
104.70
|
76.95
|
94.35
|
|
May 2025
|
115.40
|
83.55
|
107.30
|
|
June 2025
|
109
|
100.70
|
103.90
|
|
July 2025
|
131.90
|
100.60
|
114.55
|
|
August 2025
|
129.40
|
106
|
124.25
|
|
September 2025
|
126
|
107
|
112.60
|
|
October 2025
|
115.40
|
100
|
108.70
|
|
November 2025
|
116.90
|
95
|
107.50
|
|
December 2025
|
110
|
92.10
|
98.20
|
|
January 2026
|
116
|
95
|
101.05
|
|
February 2026
|
119.90
|
90
|
112.90
|
|
March 2026
|
115
|
86.30
|
98.40
|
f) Distribution of Shareholding as on 31st March, 2026: As on 31st March, 2026, 14352618 Equity Shares were held in dematerialized form with NSDL and CDSL. The 100% shareholding of Promoters & Promoters Group is in dematerialised form in compliance with Regulation 31(2) of the Listing Regulations
|
Ý
Particulars
|
No. of Equity Shares held
|
% of
Shareholding
|
|
Promoter & Promoter Group
|
99,67,017
|
69.44
|
|
Foreign Portfolio Investor
|
10,200
|
0.07
|
|
Alternate Investment Funds
|
3,17,400
|
2,21
|
|
Resident Individuals
|
32,75,140
|
22.82
|
|
Hindu Undivided Family
|
1,96,200
|
1.37
|
|
Non-Resident Indians (NRI)
|
1,47,600
|
1.03
|
|
Bodies Corporate
|
4,39,061
|
3.06
|
Note : The total shareholding as on 31st March, 2026 was 1,61,33,043 equity shares. However, 17,80,425 equity shares issued through a preferential allotment were not in dematerialised (demat) form as on 31st March, 2026. Accordingly, the break-up provided pertains only to the 1,43,52,618 equity shares that were held in dematerialised form as on 31st March, 2026.
41. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS: The certificate of non¬ disqualification of directors for the financial year 31st March, 2025 is annexed as ‘Annexure-I.’
42.ACKNOWLEDGEMENT: The Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review.
The Directors appreciate & value the contribution made by every member of the company.
For and on Behalf of the Board of Directors Sadhav Shipping Limited
Kamal Kant Choudhury Vedant Choudhury
Chairmans. Managing Director Whole-Time Director (CEO)
DIN: 00249338 DIN: 07694884
Date: 10th August, 2026 Place: Mumbai
1
Note: Coil soli dated FY26 results largely reflect standalone operations, as associate company >vas incorporated in October 2025 and vet not commence its business operations
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