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DIRECTORS' REPORT

Sadhav Shipping Ltd.

GO
Market Cap. ( ₹ in Cr. ) 183.35 P/BV 1.75 Book Value ( ₹ ) 64.91
52 Week High/Low ( ₹ ) 129/86 FV/ML 10/600 P/E(X) 12.45
Book Closure EPS ( ₹ ) 9.13 Div Yield (%) 0.00
Year End :2026-03 

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 at
https://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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