Equity Analysis

To,

The Shareholders,

Your Directors have pleasure in presenting the 27th Annual Report, together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS:

The following is the highlight of the standalone financial performance of the Company during the financial year under review: Rs. in Lakhs

STATE OF COMPANY'S AFFAIRS:

During the period under review, the Company has achieved a total income of Rs 8,470.30 Lakhs in the financial year 2023-2024 as against Rs. 7,890.59 Lakhs in the financial year 2022-2023. The Company has earned a Profit after tax of Rs. 914.52 Lakhs in the financial year 2023-2024 as compared to Rs. 775.54 Lakhs in the financial year 2022-2023.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

The Company has not transferred any amountto General Reserve during the financial year.

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 DURING THE FINANCIAL YEAR 2023-2024: a. APPROVAL OF INITIAL PUBLIC OFFER:

The Board of Directors of the Company at their meeting held on 1st September, 2023 has approved the issue of initial public offer of 40,18,800 equity shares having face value of Rs. 10 each at a premium of Rs. 85 each.

b. MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF THE COMPANY: The Board of Directors of the Company at their meeting held on 16th September, 2023 has adopted a new set of Memorandum of Association and Articles of Association of the Company and the same was adopted by shareholders at the Extra Ordinary General Meeting held on 22nd September, 2023.

c. INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY: The Authorised Share Capital of the Company was increased from Rs. 4,90,00,000/- to Rs, 15,00,00,000/- at the Board Meeting and Extra Ordinary General Meeting held on 16th September, 2023 and 22nd September, 2023.

d. CHANGE IN BOARD OF DIRECTORSAND KEY MANGAGERIAL PERSONNEL(KMP): The Company at the Board Meeting and Extra Ordinary General Meeting has appointed and regularized the Directors and KMP and noted the resignation of KMP as under:

e. ISSUEANDALLOTMENT OF BONUS SHARES:

The Board of Directors of the Company at their meeting held on 26th October, 2023 and Extra Ordinary General Meeting held on 27th October, 2023 has issue bonus shares to the existing shareholders in the proportion of 2.5 equity shares for every one equity shares held by the shareholders as on the record date on i.e. 26th October, 2023. The Board of Directors of the Company at their meeting held on 27th October, 2023 has allotted the bonus shares to the existing shareholders.

f. APPROVAL OF SECTION 180(1)(A), 180(1)(C), 186 OF THE COMPANIES ACT, 2013: The Board of Directors at their meeting held on 27th October, 2023 and Shareholders at their meeting held on 3rd November, 2023 has obtained approval for increasing borrowing powers and inter corporate loans & investments up to Rs. 200 Crore under Section 186, Section 180(1)(a) and 180(1)(c) of the CompaniesAct, 2013 and the rules made thereunder.

g. APPROVAL OF SECTION 185 OF THE COMPANIES ACT, 2013: The Board of Directors at their meeting held on 13th December, 2023 and Shareholders at their meeting held on 18th December, 2023 has obtained approval for providing loans and guarantees upto Rs. 200 Crore under the Section 185 of the Companies Act, 2013 and the rules made thereunder. h. ISSUE & ALLOTMENT OF 40,18, 800 EQUITY SHARES PURSUANT TO INITIAL PUBLIC OFFER (IPO):

The Board of the Directors at their meeting held on 28th February, 2024 allotted 40,18,800 equity shares as per allotment basis finalized by National Stock Exchange.

I. LISTING: The Company gotlisted on Emerge Platform of National Stock Exchange on 1st March, 2024.

6. MATERIAL CHANGES OCCURRED AFTER THE FINANCIAL YEAR 2023-2024 TILL THE ISSUANCE OF ANNUAL REPORT:

a. The Company approved the financial statements and auditor report for the financial year 2023-2024 at the Board meeting held on 14th May, 2024. b. The Company has re appointed M/s. Kesaba Padhy, Chartered Accountants as Internal Auditors of the Company for the financial year 2024-2025 at the Board meeting held on 2nd August, 2024. c. The Company has re appointed M/s. M K Saraswat & Associates, Company Secretaries as Secretarial Auditors of the Company for the financial year 2024-2025 at the Board meeting held on 2nd August, 2024. d. The Company has approved un - secured borrowings of Rs. 8 crore from Equentia Financial Service Private Limited at the Board meeting held on 12th August, 2024.

7. SHARE CAPITAL:

>? AUTHORISED SHARE CAPITAL:

The Authorised Share Capital of the Company as on 31st March, 2024 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. The Authorised Share Capital of the Company was increased from Rs. 4,90,00,000/- to Rs, 15,00,00,000/- at the Board Meeting and Extra Ordinary General Meeting held on 16th September, 2023 and 22nd September, 2023.

> PAIDUP SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on 31st March, 2024 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. During the period under review, the Company at the Board Meeting and Extra Ordinary General Meeting held on 26th October, 2023 and 27th October, 2023 has issued and allotted bonus shares to its existing shareholders in the proportion of 2.5 equity shares for every one equity shares held by them as on the record date on 26th October, 2023. Further, the Company has allotted 40,18,800 equity shares pursuant to initial public offer on 28th February, 2024.

8. SPLIT OF SHARE CERTIFICATES:

The Company has split 1,36,770 shares held by Polaris Marine Engg P. Ltd at the Board Meeting held on 10th April, 2023 and 1,02,743 shares held by Polaris Marine Engg P. Ltd at the Board meeting held on 16th September, 2023. The following details pertaining to split of shares as under:

9. TRANSFER OF SHARES:

The Company has transfer 34,027 equity shares held by Polaris Marine Engg P. Ltd at the Board Meeting held on 10th April, 2023. The Company has transfer 1200 equity shares held by Mr. Alpesh Shah , Mr. Sanjay Chandane, Mr. Nawal Kapur, Mr. Pravat Mohanty, at the Board Meeting held on 19th August, 2023. The Company has transfer 89,267 equity shares held by Polaris Marine Engg P. Ltd at the Board Meeting held on 16th September, 2023. Details of Transfer as below mentioned:

10. 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.

11. DIRECTORSAND KEY MANAGERIAL PERSONNEL (KMP): There are changes in Directors and Key Managerial Personnel for the period under review.

Changes in Directors: a. Mr.Ashok Kumar Bal was appointed as Additional Director (in the category of Independent Director) w.e.f. 23rd September, 2023. b. Mr. Kamal Kant Choudhury was appointed as Chairman & Managing Director of the Company w.e.f. 25th September, 2023. c. Mr. Vedant Choudhury was appointed as Whole Time Director and Chief Executive Officer of the Company w.e.f. 25th September, 2023. d. Mr. Rajesh Kakkar was appointed as Additional Director (in the category of Independent Director) w.e.f. 11th October, 2023. e. Mr. Subhas Chandra Choudhury, designation was change from Executive Director to Non Executive Director w.e.f. 11th October, 2023. f. Mr. Bharat Bhushan Nagpal was appointed as Additional Director (in the category of Independent Director) w.e.f. 16th October, 2023. Changes in KMP: g. Mr. Nilkantha Prasad Sahu was appointed as Chief Financial Officer of the Company w.e-f. 23rd September, 2023. h. Ms. Kajal Jinam Shah was appointed as Company Secretary of the Company w.e.f. 6th October, 2023.

. Ms. Kajal Jinam Shah was resigned as Company Secretary of the Company w.e.f. 26th October, 2023. j. Ms. Madhuri Rathi was appointed as Company Secretary of the Company w.e.f. 27th October, 2023.

Re-Appointment of Directors: k. Mrs. Sadhana Choudhury, Whole Time Director of the Company retiring by rotation at the ensuing Annual General Meeting , offers herself for re- appointment.

. Mr. Kamal Kant Choudhury, Chairman & Managing Director and Mr. Subhas Chandra Choudhury, Non Executive Director of the Company is being re- appointed at the ensuing Annual General Meeting as attaining 70 years of age. The detailed terms of re-appointment has been made in ‘Annexure A’.

12. CHANGEIN THE NATURE OF BUSINESS: During the year under review, there was no change in the nature of the business of the company.

13. PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS: 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.

14. COMPOSITION OF BOARD COMMITTEES: The Board of Directors at the meeting held on 17th October, 2023 has constituted 5 (Five) Committees: namely 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 thereunderand 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 Four (4) times during the financial year on 19th October, 2023, 13th December, 2023, 13th February, 2024 and 30th March, 2024 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:

B) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

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:

C) NOMINATIONAND 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 once (1) during the year on 13th December, 2023. 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:

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 CompaniesAct, 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 2023-2024.

There were no complaints pending as on 31st March, 2024.

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 30th March, 2024. 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:

E) RISKMANAGEMENT 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 30th March, 2024. 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:

However, the Risk Management Committee has also constituted a sub committee named Internal Risk Committee on 30th March, 2024 for monitoring risks on day to day basis. The Company at the Board Meeting held on 14th May, 2024 as added Mr. Bharat Bhushan Nagpal, Independent Director of the Company as a committee member.

F) INDEPENDENT DIRECTORS MEETING: As stipulated by the Code of Independent Directors under Schedule IV of the CompaniesAct, 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 30th March, 2024 and was attended by all Independent Directors. None of the Non-Executive Independent Directors nor their relatives hold Equity Shares of the Company.

16. DECLARATION GIVEN BY INDEPENDENT DIRECTORS: Independent directors were appointed during the financial year 2023-2024 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. 17. MEETING OF THE BOARD OF DIRECTORS AND SHAREHOLDERS: The following Meetings of the Board of Directors were held during the financial year 2023-2024:

The following Meetings of the Shareholders were held during the financial year 2023-2024:

18. ANNUALRETURN:

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 March 31, 2024 is available on the Company’s website at httos:/Awww.sadhavshipping.com/investor-information.html#gsc.tab=0

19. 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.

20. 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.

21. STATUTORY AUDITORS: Mis. Suvarna & Katdare, (FRN 125080W) Chartered Accountants, Mumbai was appointed as a Statutory Auditors, of the Company, in the Extra- Ordinary General Meeting held on 16th May, 2023 to hold office up to the conclusion ensuing Annual General Meeting to be held for the financial year 2022 - 2023. Mis. Suvarna & Katdare, (FRN 125080W) Chartered Accountants, was re 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.

22. SECRETARIALAUDITOR: Pursuant to the provisions of section 204 of the Companies Act, 2013 the Company is required to undertake the Secretarial Audit pursuant to listing of equity shares on Emerge Platform on 1st March, 2024. The Company has appointed M/s. M K Saraswat & Associates, Company Secretaries as Secretarial Auditor at the Board Meeting held on 30th March, 2024 for the financial year 2023-2024. The Secretarial Audit Report issued by M/s. M K Saraswat & Associates, Company Secretaries 2023-2024 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’.

23. INTERNALAUDITOR: According to the Section 138 of Companies Act, 2013 and rule 13(1)(2) of Companies (Accounts) Rules, 2014, pursuant to listing of equity shares on Emerge Platform on 1st March, 2024; the Company is required to undertake the Internal Audit for the financial year 2023-2024. The Company has appointed M/s. Kesaba Padhy & Co., Chartered Accountants, as Internal Auditor at the Board meeting on 30th March, 2024 for the financial year 2023-2024. The Internal Audit Report issued by M/s. Kesaba Padhy & Co., Chartered Accountants, for the financial year 2023-2024 contains qualifications or adverse remarks.

24. 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.

25. 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.

26. MAINTENANCE OF COST RECORDS: The Central government has not prescribed the maintenance of cost records under section 148 (1) of the CompaniesAct, 2013.

27. 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.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND 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)

29. 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 30. 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’.

31. DIRECTOR'S RESPONSIBILITY STATEMENT: Pursuant to Section 134(5) of the CompaniesAct, 2013 the Board of Directors of the Company confirms that- a) Inthe 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) Thedirectors 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) Thedirectors had prepared the annual accounts on a going concern basis; and e) Thedirectors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

32. 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 2023-2024 as per regulation 24A of SEBI (Listing and Obligations Disclosure Requirements), Regulations, 2015,

33, 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.

34, VIGILMECHANISM/ 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:/Awww.sadhavshipping.com/investor-information.html#asc.tab=0.

35. 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:/Awww.sadhavshipping.com/investor-information.html#gsc.tab=0.

36. CFOCERTIFICATION: CFO Compliance Certificate as required under Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in ‘Annexure F’.

37. 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.

38. 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 https:/Awww.sadhavshipping.com/investor-information.html#gsc.tab=0.

39. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS: The certificate of non-disqualification of directors for the financial year 31st March, 2024 is annexed as ‘Annexure-I’

40. 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.

41. HUMAN RESOURCES AND INDUSTRIAL RELATIONS: The Company takes pride in the commitment, competence and dedication shown byits employees in all areasof 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.

42. PREVENTION OF SEXUAL HARASSMENTAT 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.

43. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 ORANY 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.

44. 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. 45. INFORMATION TO SHAREHOLDERS: a) Annual General Meeting Date, Time, Venue

For details, please referto the Notice of this AGM. b) Re Appointment of Directors

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: INEQK5H01010 e) Market price data:

High & Low during the financial year 2023-2024 on NSE post listing on 1st March, 2024:

The Company got listed with a Rs. 135 per share on NSE on ‘st March, 2024. f) Distribution of Shareholding as on 31st March, 2024:

g) Dematerialization of Shares:

As on March 31, 2024, 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 PATTERNAS ON 31ST MARCH, 2024

46. ACKNOWLEDGEMENT:

The Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, GovernmentAuthorities, Customers, Vendors and Shareholders during the year under review. The Directors appreciate & value the contribution made by every memberof the company. For and on Behalf of the Board of Directors Sadhav Shipping Limited