Sahana System Limited shareholders have approved a 1:5 bonus share issuance and the company’s migration to the Main Boards of NSE and BSE via postal ballot e-voting concluded on July 23, 2026. The approval also covers the appointment of Dipak Kanaiyalal Patel as Whole Time Director and Bhavika Ankur Somani as Independent Director for five-year terms starting February 28, 2026. These developments signal the company’s transition from the NSE Emerge platform, aiming to enhance liquidity and broaden its investor base through increased share capital and broader market visibility.

The resolutions were passed in compliance with Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, based on the Scrutinizer’s Report dated July 23, 2026. The Board of Directors had initially approved these measures on June 22, 2026. The bonus issue will capitalize amounts from the Securities Premium Account and Retained Earnings, as per audited financial statements for the year ended March 31, 2026.

Bonus Issue and Capital Structure

The company will issue approximately 17,67,421 new equity shares with a face value of ₹10 each. This issuance is funded by available free reserves, specifically ₹9,808.19 lakhs from the Securities Premium Account and ₹9,113.48 lakhs from Retained Earnings. The authorized share capital has been increased to ₹24.95 crore, divided into 2,49,50,000 equity shares.

Shareholders holding fully paid-up equity shares as on the record date will be eligible for the allotment. The new shares are expected to be credited to demat accounts within two months of the Board’s approval date, i.e., by August 21, 2026.

Board Appointments and Governance

The postal ballot also regularized the appointments of two key directors effective February 28, 2026:

• Dipak Kanaiyalal Patel: Appointed as Whole Time Director for a five-year term until February 27, 2031. He brings expertise in corporate management, strategic planning, finance, and taxation.
• Bhavika Ankur Somani: Appointed as Independent Director for a five-year term until February 27, 2031. She possesses experience in taxation, accounting, regulatory advisory, and risk management.

Both directors confirmed they are not related to any existing directors and are not debarred by SEBI or any other authority.

What This Means for Investors

The migration to the Main Board of NSE and BSE typically enhances the stock’s visibility and liquidity, attracting institutional investors who may have previously been restricted from trading on the Emerge platform. The 1:5 bonus issue increases the number of outstanding shares without altering the underlying value of holdings, potentially lowering the per-share price and improving marketability for retail investors. The total market capitalization remains unchanged immediately post-allotment, but the expanded base may facilitate smoother trading dynamics.

Sahana System Limited has initiated a postal ballot process to seek shareholder approval for a 1:5 bonus issue, an increase in authorized share capital, and the migration of its listing from the NSE SME EMERGE platform to the main boards of NSE and BSE Limited. The resolutions, which also include the appointment of Mr. Dipak Kanaiyalal Patel and Mrs. Bhavika Ankur Somani as directors, are subject to remote e-voting commencing on June 24, 2026, and concluding on July 23, 2026. The move aims to reward shareholders and enhance liquidity as the company completes three years of listing on the SME platform.

The board has approved the issuance of approximately 17,67,421 bonus equity shares of ₹10 each by capitalizing ₹1,76,74,210 from the Securities Premium Account and Retained Earnings. This bonus issue is contingent upon shareholder approval and an increase in the authorized share capital from ₹10 crore to ₹24.95 crore. The company stated that the bonus shares would be credited within two months from the date of the board's approval, subject to the necessary approvals.

Capital Structure Changes

The proposed increase in authorized share capital will alter the Memorandum of Association to accommodate the bonus issue and future requirements. The post-bonus issued, subscribed, and paid-up capital is expected to rise to ₹10,60,45,250, divided into 1,06,04,525 equity shares of ₹10 each.

Strategic Shifts and Appointments

In a strategic shift, the company proposes migrating its listing from the NSE EMERGE Platform to the Main Board of NSE and simultaneously listing on the Main Board of BSE Limited. These migrations are subject to the approval of the company's members and require a special resolution where votes cast by public shareholders in favour must be at least two times the votes cast against the proposal.

The postal ballot also seeks approval for the regularization of director appointments. Mr. Dipak Kanaiyalal Patel (DIN: 07285845) has been appointed as Whole-Time Director for a period of five years from February 28, 2026, to February 27, 2031. Mrs. Bhavika Ankur Somani (DIN: 08894814) has been appointed as an Independent Director for the same term. The board confirmed that neither appointee is related to the existing directors nor debarred from holding the office of director by any regulatory authority.