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Annual Results

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DIRECTORS' REPORT

Sadhav Shipping Ltd.

GO
Market Cap. ( ₹ in Cr. ) 148.84 P/BV 1.44 Book Value ( ₹ ) 72.21
52 Week High/Low ( ₹ ) 153/77 FV/ML 10/600 P/E(X) 12.66
Book Closure EPS ( ₹ ) 8.19 Div Yield (%) 0.00
Year End :2025-03 

Your Directors have pleasure in presenting the 28th Annual Report, together with the Audited
Financial Statements of the Company for the financial year ended 31st March, 2025.

The following is the highlight of the standalone financial performance of the Company during the
financial year under review:

Amount In Lakhs

Particulars

Year ended 31st March, 2025

Year ended 31st March, 2024

Revenue from Operations

9,686.46

8,424.63

Other Income

57.68

45.67

Total Income

9,744.14

8,470.30

Finance Cost

641.05

432.95

Depreciation

747.46

438.03

Other Operating Expenses

6,613.72

6,382.76

Total Expenses

8,002.26

7,253.74

Profit Before Tax

1,741.88

1,216.56

Current Tax

-

152

MAT Credit (Entitlement/utilized)

-

-

Deferred Tax

566.48

150.05

Profit/(Loss) after Tax

1,175.40

914.52

Earnings per Share

8.19

6.37

Diluted earnings per share

8.19

6.37

2. STATE OF COMPANY’S AFFAIRS:

During the period under review, the Company has achieved a total income of Rs. 9,744.14 Lakhs in
the financial year 2024-2025 as against Rs. 8,470.30 Lakhs in the financial year 2023-2024. The
Company has earned a Profit after tax of Rs. 1,175.40 Lakhs in the financial year 2024-2025 as
compared to Rs. 914.52 Lakhs in the financial year 2023-2024.

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 OCCURRED AFTER THE FINANCIAL YEAR
2024-2025 TILL THE ISSUANCE OF ANNUAL REPORT:

a. The Company approved the financial statements and auditor report for the financial year 2024-2025
at the Board meeting held on 21st May, 2025.

b. The Company has approved unsecured borrowings from various banks or financial institutions
amounting to Rs. 6.9 crores at the Board Meeting held on 26th June, 2025.

c. Mr. Bharat Bhushan Nagpal, has resigned as Non - Executive Independent Director with effect
from 11th July, 2025.

d. The Company has approved unsecured borrowings from various banks or financial institutions
amounting to Rs. 3.89 crores at the Board Meeting held on 29th July, 2025.

e. Mr. Bibekanada Satapathy was appointed as Additional Non - Executive Independent Director for
period of 5 years at the Board meeting held on 20th August, 2025 subject to approval at ensuing
Annual General Meeting.

f. Mr. Kairali Gopi Nath was appointed as Additional Non - Executive IndependentDirector for
period of 5 years at the Board meeting held on 20th August, 2025 subject to approval at ensuing
Annual General Meeting.

g. M/s. Kesaba Padhy, Chartered Accountants has being appointed as Internal Auditors of the
Company for period of 3 years commencing from the financial year 2025-2026 to financial year 2027¬
2028 at the Board meeting held on 20th August, 2025.

h. M. K. Saraswat & Associates LLP has being appointed as Secretarial Auditors of the Company for
period of 5 years from financial year 2025-2026 to financial year 2029-2030 as per SEBI Regulations,
2015 w.e.f. 13th December, 2024 at the Board meeting held on 20th August, 2025.

i. Mr. Rajesh Kakkar, has resigned as Non - Executive Independent Director with effect from 21st
August, 2025.

6. SHARE CAPITAL:

. AUTHORISED SHARE CAPITAL:

The Authorised Share Capital of the Company as on 31st March, 2025 was Rs. 15,00,00,000 /- (Rupees
Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of Rs. 10/- each.

. PAID UP SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on 31st March, 2025 was Rs. 14,35,26,180/-
(Rupees Fourteen Crore Thirty Five Lakhs Twenty Thousand One Hundred & Eighty Only) divided
into 1,43,52,618 ( One Crore Forty Three Lakh Fifty Two Thousand Six Hundred and Eighteen)
Equity Shares of Rs. 10/- each.

7. DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE
COMPANIES:

The Company does not have any subsidiary/joint venture/associate companies.

However, the Company has two group companies namely Sadhav Offshore Engineering Private
Limited and Sadhav Drydocks Private Limited.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

There are no changes in Directors and Key Managerial Personnel for the financial year 2024-2025
.
RESIGNATION OF 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.

. APPOINTMENT OF DIRECTOR

a. Mr. Bibekananda Satapathy was appointed as Additional Non - Executive IndependentDirector
for period of 5 years at the Board meeting held on 20th August, 2025 subject to approval at ensuing
Annual General Meeting.

b. Mr. Kairali Gopinath was appointed as Additional Non - Executive IndependentDirector for
period of 5 years at the Board meeting held on 20th August, 2025 subject to approval at ensuing
Annual General Meeting

. RE - APPOINTMENT OF DIRECTOR:

Mr, Kamal Kant Choudhury, Chairman & Managing Director of the Company, retiring by rotation at
the ensuing Annual General Meeting, offers himself for re- appointment.

The detailed terms of re-appointment has been made in ‘Annexure - A’.

9. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business of the company.

10. 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.

11. 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 Committee met Seven (7) times during the financial year on 14th May, 2024, 2nd August, 2024, 3rd
August, 2024,12th August, 2024, 3rd October, 2024, 12th November, 2024 and 11th March, 2025 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:

Name of
the

Member

s

Categor

y

Audit Committee Meetings Dates
(2024-2025)

No.
Meeti
ngs
Entitl
ed to
Atten

No. of

Meeti

ngs

Atten

ded

o '5_£_

14th

May,

2024

2nd

August,

2024

3rd

/August,

2024

12th

Auguut,

2024

3rd

October
, 2024

12th
Novemb
er, 2024

11th

March,

2022

Mr.

Ashok

Kumar

Bal

Chairpn

rson

(Intnpn

ndnnt

Dirnctor

)

Yns

Yns

Yns

Yns

Yns

Yns

Yns

7

7

7

Mr.

Rajesh

Kakkar

Mnmbnr

(Indnpt

ndnnt

Dirnctor

)

Yns

Yns

Yns

Yns

Yns

Yns

Yns

7

7

7

Mr.

Vedant

Choudh

Mnmbnr

Yns

Yns

Yns

Yns

Yns

Yns

Yns

7

7

7

ury

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 Committee met twice (2) times during the financial year on 13th December, 2023 and 30th March,
2024. 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:

Name of the
Members

CSR Committee Meetings
Dates

(2024-2025)

Category

No. Meetings
Entitled to
Attend

No. of
Meetings
Attended

14th May,
2024

11th March,
2025

Mr. Ashok
Kumar Bal

Chairperson

(Independent

Director)

Yes

Yes

2

2

Mrs. Sadhana
Choudhury

Member
(Whole Time
Director)

Yes

Yes

2

2

Mr. Vedant
Choudhury

Member
(Whole Time
Director &
CEO)

Yes

Yes

2

2

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 Committee met twice (2) during the year on 2nd September, 2024 and 11th March, 2025. 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:

Name of
the

Members

NRC Meeti
(2024-;

Category

2nd September,
2024

ngs Date
>025)

11th March,
2025

No. of
Meetings
Entitled to
Attend

No. of
Meetings
Attended

Mr. Bharat

Bhushan

Nagpal

Chairperson

(Independent

Director)

Yes

Yes

2

2

Mr. Ashok
Kumar Bal

Member

(Independent

Director)

Yes

Yes

2

2

Mr. Subhas

Chandra

Choudhury

Member

(Non¬

Executive

Director)

Yes

Yes

2

2

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.

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 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
2024-2025.

Nature of
Complaints

Received

Pending

Disposed

1

Non receipt of
Annual Report

-

-

-

2

Non-Receipt of
Share Certificates

-

-

-

3

Non-Receipt of
Demat Rejected

-

-

-

4

Others

-

-

-

Total

-

-

-

There were no complaints pending as on 31st March, 2025.

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 year on 11th March, 2025. 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

Category Meetings Dates

(2024-2025)

11th March, 2025

No. of Meetings
entitled to Attend

No. of Meetings
Attended

Mr. Rajesh Kakkar

Chairperson

(Independent

Director)

Yes

1

1

Mrs. Sadhana
Choudhury

Member
(Whole Time
Director)

Yes

1

1

Mr. Vedant
Choudhury

Member
(Whole Time

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 Committee met once (1) during the year on 11th March, 2025. 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:

Name of the
Members

Category

RMC

Meetings Date
(2024-2025)

No. of Meetings
Entitled to Attend

No. of Meetings
Attended

11th March, 2025

Mr. Vedant
Choudhury

Chairperson
(Whole Time
Director & CEO)

Yes

1

1

Mr. Rajesh Kakkar

Member

(Independent

Director)

Yes

1

1

Mr. Ashok Kumar
Bal

Member

(Independent

Director)

Yes

1

1

Mr. Bharat
Bhushan Nagpal

Member

(Independent

Yes

1

1

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 year on 11th March, 2025 and was attended by all
Independent Directors.

None of the Non-Executive Independent Directors nor their relatives hold Equity Shares of the
Company.

12. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Independent directors were appointed during the financial year 2024-2025 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 2024-2025.

Sr. No.

Date of Meeting

Board Strength

No. of Directors
Present

1

14/5/2024

7

7

2

2/8/2024

7

7

3

3/8/2024

7

7

4

12/8/2024

7

7

5

2/9/2024

7

7

6

3/10/2024

7

7

7

12/11/2024

7

7

8

11/3/2025

7

7

The following Meetings of the Shareholders were held during the financial year 2024-2025

Sr. No.

Particulars

Mode of Meeting

Date of Meeting

No. of Members
Present

1

Annual General
Meeting

Physical at The
Orchid, Mumbai

30 Sep 2024

22

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, 2025 is available on the Company’s website at
https://www.sadhavshipping.com/investor-information.html#gsc.tab=0

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

• transactions 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, were appointed by the Company
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 Auditor at the Board Meeting held on
August 20, 2025, for period of 5 years from financial year 2025-2026 to financial year 2029-2030
subject to members approval and as per latest amended SEBI LODR Regulations w.e.f. 13th December,
2024.

The Secretarial Audit Report issued by. M K Saraswat & Associates LLP for the financial year 2024¬
2025 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, as Internal Auditor
at the Board Meeting held on August 20, 2025, 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 2024-2025 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 Central government has not prescribed the maintenance of cost records under section 148 (1)
of the Companies Act, 2013.

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:

(? in Lakhs)

Particulars

Year ended 31st March, 2025

Year ended 31st March, 2024

Foreign Exchange Earnings

4,733.69

3,008.23

Foreign Exchange Outgo

8,218.42

2,900.65

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-

a) In the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

b) 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) 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;

d) The directors had prepared the annual accounts on a going concern basis; and

e) 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 2024-2025 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 BLOWERPOLICY:

The Company has a vigil mechanism called “Whistle Blower Policy” with a view to provide a
mechanism for Directors and employees of the Companyto raise concernsof 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 duringthe year. The details of the Policy have been posted on the
Company’swebsite
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 Tradingwith a view to
regulatetrading 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 personshave confirmed that they have adhere to the code.

The detailsof 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 requiredunder Regulation 34 read with
ScheduleV of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI ListingRegulations, 2015") forms part of this Annual
Report. CertainStatements 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 theDirectors Report.

34. FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS:

The details of familiarization programme for Independent Directors is given in Annexure -H”.

The detailsof the familiarization programme for independent directors have been posted on the
Company’swebsite
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 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
THEINSOLVENCY 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

28th Annual General Meeting

Day & Date

Tuesday, 30th September, 2025

Time

11.30 a.m.

Venue

Through Video conferencing

For details, please refer to the Notice of this AGM.

b) Re - Appointed of 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 price data:

High & Low during the financial year 2024-2025 on National Stock Exchange

Month

High

Low

Closing

April, 2024

233.8

158

208.7

May, 2024

274

188.3

198.18

June, 2024

264.9

166.85

235.25

July, 2024

262

210.1

219.8

August, 2024

221.9

196.15

200

September, 2024

203.9

167.1

183.3

October, 2024

187

145.15

165.75

November, 2024

173.8

131

139.5

December, 2024

167.95

136.2

137.85

January, 2025

164

111.05

141.1

February, 2025

150

105.05

107.3

March, 2025

111

77.5

78.25

f) Distribution of Shareholding as on 31st March, 2025:

No. of Equity Shares
held

No. of Shareholders

No. of Shares held

% in Equity Capital

Upto 600

454

272,400

1.89

600 to 1200

1061

1,272,750

8.87

1200 to 100000

549

2,616,062

18.23

100000 to 500000

3

487,834

3.4

Above 500000

3

9,703,572

67.61

g) Dematerialization of Shares:

As on March 31, 2025, 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

SHAREHOLDING PATTERN AS ON 31st MARCH, 2025

Sr. No.

Category of Shares

No. of Shares

% of total shares

(A)

Promoter & Promoter
Group:

(a) Individuals/Hindu
Undivided Family

9,967,017

69.44

(b) Bodies Corporate

-

-

Sub Total (A)

9,967,017

69.44

(B)

Public Shareholding:

1. Institutions

(a) Financial
Institutions/Banks

-

-

(b) Foreign Institutional
Investors

-

-

(c) Foreign Portfolio
Investor

5,400

0.04

2. Non-Institutions

-

-

(a) Directors and their
relatives (excluding

-

-

(b) Individuals

3,582,940

24.96

(c) Trust

(d) Hindu Undivided
Family

181,200

1.26

(e) Non-Resident
Indians (NRI)

184,200

1.29

(f) Investor Education
and Protection Fund
Authority Ministry of
Corporate Affairs

-

-

(g) Bodies Corporate

431,861

3.01

(h) Body Corp-Ltd
Liability Partnership

-

-

Sub Total (B)

4,385,601

30.56

GRAND TOTAL (A B)

14,352,618

100

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

Chairman& Managing Director Whole Time Director (CE°)

DIN: 00249338 DIN: 07694884

Date: 08/09/2025
Place: Mumbai

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