SAHANA SYSTEM : Draft Offer Document filed with SEBI)

Prospectus Dated: June 05, 2023 Please read section 26 and 32 of the Companies Act, 2013 100% Book Built Issue

(Please scan this QR Code to view the Prospectus)

SAHANA SYSTEM LIMITED

Corporate Identification Number: U72500GJ2020PLC112865

REGISTERED OFFICE

CORPORATE OFFICE

CONTACT PERSON

EMAIL & TELEPHONE

WEBSITE

901-A-Block, Mondeal Square,

NA

Khushbu Ankitkumar

[e-mail]

www.sahanasystem.com

Nr. Iscon Elegance, S.G. Highway,

Dalwadi, Company

&

Prahladnagar Ahmedabad-380015,

Secretary and Compliance

[phone]

Gujarat, India.

Officer

NAME

OF PROMOTER OF THE COMPANY

PRATIK KAKADIA

DETAILS OF ISSUE TO PUBLIC

Type

Fresh Issue Size

OFS* (by no. of share

Total Size

Eligibility & Share Reservation among NII & RII

or by amount in ₹)

Fresh Issue

24,25,000 Equity Shares

Nil

₹ 3,273.75 Lacs

The Issue is being made pursuant to Regulation 229(1) of

aggregating to ₹

SEBI (ICDR) Regulations. For details of Share reservation

3,273.75 Lacs

among QIBs, NIIs and RIIs, see "Issue Structure" beginning

on page 206.

*OFS: Offer for Sale

DETAILS OF OFS BY PROMOTER(S)/ PROMOTER GROUP/ OTHER SELLING SHAREHOLDERS - NA

RISKS IN RELATION TO THE FIRST ISSUE

This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of our Equity Shares is ₹10 each and the Floor Price and Cap Price are 13.2 times and 13.5 times of the face value of the Equity Shares, respectively. The Floor Price, Cap Price and the Issue Price (as determined by our Company, in consultation with the BRLMs, in accordance with SEBI ICDR Regulations, and as stated in "Basis for Issue Price" beginning on page 85) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISK

Investments in Equity and Equity related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares issued in the Issue have not been recommended or approved by the Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the accuracy or adequacy of the Prospectus. Specific attention of the investors is invited to the section "Risk Factors" beginning on page 28 of this Prospectus.

ISSUER'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Issue document contains all information with regard to the issuer and the Issue which is material in the context of the Issue, that the information contained in the issue document is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The Equity Shares of our Company issued through this Prospectus are proposed to be listed on the Emerge Platform of National Stock Exchange of India Limited in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. Our Company has received an approval letter dated April 27, 2023 from National Stock Exchange of India Limited for using its name in the Prospectus for listing of our shares on the Emerge Platform of National Stock Exchange of India Limited. For the purpose of this Issue, National Stock Exchange of India Limited shall be the Designated Stock Exchange.

BOOK RUNNING LEAD MANAGERS

DETAILS OF BOOK RUNNING LEAD MANAGERS				Contact Person		Telephone and Email
	UNISTONE CAPITAL PRIVATE LIMITED		Mr. Brijesh Parekh		[phone]
									[e-mail]
	INTERACTIVE FINANCIAL SERVICES		Mr. Pradip Sandhir		[phone]
	LIMITED							[e-mail]
	DETAILS OF REGISTRAR TO	THE ISSUE
NAME OF REGISTRAR		CONTACT PERSON		TELEPHONE & E-MAIL
PURVA SHAREGISTRY (INDIA) PRIVATE LIMITED		Ms. Deepali Dhuri		[phone]/8261
		[e-mail]
		BID/ISSUE PERIOD
Bid/Issue Opens on(1): Wednesday, May 31, 2023		Bid/Issue Closes on(2): Friday, June 02, 2023

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BID/ISSUE PERIOD

Prospectus Dated: June 05 2023 Please read section 26 and 32 of the Companies Act, 2013 100% Book Built Offer

SAHANA SYSTEM LIMITED

Corporate Identification Number: U72500GJ2020PLC112865

Our company was originally formed as a partnership firm in the name and style of "M/s. Oceans Technologies" through partnership deed dated March 1, 2013. Further, the name of the partnership firm was changed from "M/s Oceans Technologies" to "M/s Sahana System" on April 30, 2019, and the partnership firm was converted into Private Limited company under part I (Chapter XXI) of the Companies Act, 2013 and incorporated as 'Sahana System Private Limited' on February 20, 2020, pursuant to Certificate of Incorporation issued by RoC, Ahmedabad. The Company was converted into a public limited company pursuant to shareholders resolution passed at the General Meeting of our Company held on March 31, 2022, and the name of our Company was changed to 'Sahana System Limited' and a Fresh Certificate of Incorporation dated April 5, 2022 was issued by RoC, Ahmedabad. The Corporate Identification Number of our Company is U72500GJ2020PLC112865. For details of incorporation, change of name and registered office of our Company, please refer to chapter titled "General Information" and "History and Certain Corporate Matters" beginning on page 53 and 123 respectively of this Prospectus.

Registered office: 901-A-Block, Mondeal Square, Nr. Iscon Elegance, S.G. Highway, Prahladnagar, Ahmedabad-380015.

Tel: [phone]; E-mail:[e-mail]; Website:www.sahanasystem.com;

Contact Person: Khushbu Ankitkumar Dalwadi, Company Secretary and Compliance Officer

PROMOTER OF THE COMPANY: PRATIK RAMJIBHAI KAKADIA

INITIAL PUBLIC ISSUE OF 24,25,000* EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH ("EQUITY SHARES") OF SAHANA SYSTEM LIMITED ("COMPANY") FOR CASH AT A PRICE OF ₹ 135 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ 125 PER EQUITY SHARE) ("ISSUE PRICE") AGGREGATING TO ₹ 3,273.75 LAKHS OF WHICH UP TO 1,25,000 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH FOR CASH AT A PRICE OF ₹ 135 PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹ 125 PER EQUITY SHARE AGGREGATING TO ₹ 168.75 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (THE "MARKET MAKER RESERVATION PORTION"). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION i.e. NET ISSUE OF 23,00,000 EQUITY SHARES OF FACE VALUE OF ₹10 EACH AT A PRICE OF ₹ 135 PER EQUITY SHARE AGGREGATING TO ₹ 3,105 LAKHS IS HEREIN AFTER REFERRED TO AS THE "NET ISSUE". THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 30.33 % AND 28.76% RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF EQUITY SHARES IS ₹ 10 EACH. THE ISSUE PRICE IS 13.5 TIMES THE FACE VALUE OF THE EQUITY SHARES.

THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS AND WILL BE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS (WHICH ARE WIDELY CIRCULATED ENGLISH DAILY NEWSPAPER) AND ALL EDITIONS OF JANSATTA (WHICH ARE WIDELY HINDI DAILY NEWSPAPER) AND GUJARAT EDITIONS OF FINANCIAL EXPRESS (A WIDELY CIRCULATED GUJARATI DAILY NEWSPAPER, GUJARATI BEING THE REGIONAL LANGUAGE OF GUJARAT WHERE OUR REGISTERED OFFICE IS LOCATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ ISSUE OPENING DATE AND SHALL BE MADE AVAILABLE TO NATIONAL STOCK EXCHANGE OF INDIA LIMITED ("NSE", "STOCK EXCHANGE") FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITE.

*Subject to finalization of the basis of allotment.

In case of any revision in the Price Band, the Bid/Issue Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/Issue Period not exceeding 10 Working Days. In cases of force majeure, banking strike or similar circumstances, our Company may, for reasons to be recorded in writing, extend the Bid /Issue Period for a minimum of three Working Days, subject to the Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, shall be widely disseminated by notification to the Stock Exchange, by issuing a press release, and also by indicating the change on the respective websites of the BRLMs and at the terminals of the members of the Syndicate and by intimation to Designated Intermediaries and the Sponsor Bank, as applicable.

This Issue is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended ("SCRR") read with Regulation100 229 of the SEBI ICDR Regulations and in compliance with Regulation 253 of the SEBI ICDR Regulations wherein not more than 10.00% of the Net Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers ("QIBs") (the "QIB Portion"). Further, 5.00% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5.00% of the QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not less than 45.00% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 45.00% of the Net Issue shall be available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Issue Price. All Bidders are required to participate in the Issue by mandatorily utilising the Application Supported by Blocked Amount ("ASBA") process by providing details of their respective ASBA Account (as defined hereinafter) in which the corresponding Bid Amounts will be blocked by the Self Certified Syndicate Banks ("SCSBs") or under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. For details, see "Issue Procedure" on page 210.

RISK IN RELATION TO THE FIRST ISSUE

This being the first public Issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹10.00. The Issue Price, Floor Price or the Price Band should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares issued in the Issue have neither been recommended nor approved by Securities and Exchange Board of India nor does Securities and Exchange Board of India guarantee the accuracy or adequacy of this Prospectus. Specific attention of the investors is invited to the section titled "Risk Factors" beginning on Page 28 of this Prospectus.

ISSUER'S ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Offer document contains all information with regard to the issuer and the Issue which is material in the

context of the Issue, that the information contained in the Issue document is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The Equity Shares issued through the Prospectus are proposed to be listed on the EMERGE Platform of National Stock Exchange ("NSE EMERGE"). In terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. Our Company has received In-Principal Approval letter dated April 27, 2023 from NSE for using its name in this offer document for listing of our shares on the EMERGE platform of NSE. For the purpose of this Issue, the designated Stock Exchange will be the National Stock Exchange of India Limited ("NSE").

BOOK RUNNING LEAD MANAGERS

REGISTRAR TO THE ISSUE

UNISTONE CAPITAL PRIVATE LIMITED	INTERACTIVE FINANCIAL SERVICES LIMITED	PURVA SHAREGISTRY (INDIA) PRIVATE LIMITED
A/305, Dynasty Business Park, Andheri Kurla Road, Andheri East,	612, 6th Floor, Shree Balaji Heights, Kokilaben Vyas	Marg,Unit No. 9, Ground Floor, Shiv Shakti Ind. Estt, J. R. Boricha Marg,
Mumbai 400059, Maharashtra	Ellisbridge, Ahmedabad - 380 009, Gujarat, India	Lower Parel East, Mumbai - 400 011, Maharashtra, India
Telephone: [phone]	Telephone.: [phone]	Telephone: [phone]/8261
Email:[e-mail]	Web Site:www.ifinservices.in	Email:[e-mail]
Website:www.unistonecapital.com	Email :[e-mail]	Contact Person: Ms. Deepali Dhuri
Investor grievance email:[e-mail]	Investor Grievance Email: [e-mail]	Website:www.purvashare.com
Contact Person: Mr. Brijesh Parekh	Contact Person: Mr. Pradip Sandhir	SEBI Registration Number: INR000001112
SEBI registration number: INM000012449	SEBI Reg. No.:INM000012856	CIN: U67120MH1993PTC074079
CIN: U65999MH2019PTC330850
CIN: L65910GJ1994PLC023393

Bid/Issue Opens on(1): Wednesday, May 31, 2023

Bid/Issue Closes on(2): Friday, June 02, 2023

Index
SECTION I - GENERAL	1
DEFINITIONS AND ABBREVIATIONS	1
CERTAIN CONVENTIONS, CURRENCY OF PRESENTATION, USE OF FINANCIAL INFORMATION AND
MARKET DATA	19
FORWARD LOOKING STATEMENTS	21
SECTION II - SUMMARY OF OFFER DOCUMENT	23
SECTION III - RISK FACTORS	28
SECTION IV: INTRODUCTION	47
THE ISSUE	47
SUMMARY OF FINANCIAL INFORMATION	48
GENERAL INFORMATION	53
CAPITAL STRUCTURE	64
OBJECTS OF THE ISSUE	75
BASIS FOR ISSUE PRICE	85
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS	91
SECTION V - ABOUT THE COMPANY	94
INDUSTRY OVERVIEW	94
OUR BUSINESS	103
KEY INDUSTRY REGULATIONS AND POLICIES	115
HISTORY AND CERTAIN CORPORATE MATTERS	123
OUR MANAGEMENT	129
OUR PROMOTER AND PROMOTER GROUP	141
OUR GROUP COMPANY	144
DIVIDEND POLICY	146
SECTION VI - FINANCIAL INFORMATION	147
RESTATED FINANCIAL STATEMENTS	147
OTHER FINANCIAL INFORMATION	166
CAPITALISATION STATEMENT	167
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS	168
FINANCIAL INDEBTEDNESS	175
SECTION VII - LEGAL AND OTHER INFORMATION	176
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS	176
GOVERNMENT AND OTHER KEY APPROVALS	180
SECTION VIII-OTHER REGULATORY AND STATUTORY DISCLOSURES	183
SECTION IX - ISSUE RELATED INFORMATION	197
TERMS OF THE ISSUE	197
ISSUE STRUCTURE	206
ISSUE PROCEDURE	210
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES	246
SECTION X-MAIN PROVISIONS OF ARTICLES OF ASSOCIATION	249
SECTION XI - OTHER INFORMATION	294
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	294
DECLARATION	296

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or implies, the following terms shall have the meanings provided below in this Prospectus, and references to any statute, regulation, rule, guidelines, circular, notification or clarification or policies will include any amendments or re-enactments thereto, from time to time.

Notwithstanding the foregoing, terms in "Main Provisions of the Articles of Association", "Statement of Possible Special Tax Benefits", "Industry Overview", "Basis for Issue Price", "Key Regulations and Policies in India", "Financial Information", "Outstanding Litigation and Other Material Developments" and "Issue Procedure", Will have the meaning ascribed to such terms in these respective sections.

In case of any inconsistency between the definitions given below and the definitions contained in the Conventional or General Information Document (as defined below), the definitions given below shall prevail. The words and expressions used but not defined in this Prospectus will have the same meaning as assigned to such terms under the notified provisions of the Companies Act, 2013, the SEBI Act, the SEBI ICDR Regulations, the SCRA, the Depositories Act and the rules and regulations made thereunder.

Conventional or General Terms

Terms	Description
"SSL",	"Sahana",	Unless the context otherwise requires, refers to "Sahana System Limited",
"our	Company",	(formerly known as Sahana System Private Limited) a Company originally
"we",	"us", "our",	incorporated under the Companies Act, 2013 vide a Certificate of
"the Company", "the	Incorporation issued by the Registrar of Companies, Ahmedabad.
Issuer Company" or
"the Issuer"

"we", "us" and "our" Unless the context otherwise indicates or implies, refers to our Company.

"you",	"your"	or	Prospective investors in this Issue.
"yours"
Our Promoter		The Promoter of our Company, namely, Pratik Kakadia.
Promoter Group		Such persons, entities and companies constituting our Promoter Group
			pursuant to Regulation 2(1)(pp) of the SEBI (ICDR) Regulations as disclosed
			in the Chapter titled "Our Promoter and Promoter Group" on page 141 of
			this Prospectus.
Company Related Terms
Terms		Description
AOA /	Articles /	The articles of association of our Company, as amended from time to time.
Articles		of
Association
			The audit committee of our Company constituted in accordance with Section
Audit Committee		177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR)
			Regulations vide Board resolution dated May 09, 2022.
Auditor or Statutory	The statutory auditor of our Company, namely Rahul Mistri and Co.,
Chartered Accountants.
Auditor
Bankers	to	our	Axis Bank Limited as disclosed in the section titled "General Information"
Company		beginning on page 53 of this Prospectus.
Board of Directors /	The director(s) on our Board, as duly constituted from time to time, including
the Board / our Board	any committee(s). For further details of our Directors, please refer to section
			titled "Our Management" beginning on page 129 of this Prospectus.
Chairman		Chairman of the Board, as described in "Our Management" on page 129.
			1