Your Board of Directors are pleased to present the 39^th Annual Report on the business and financial operations of your
company together with the Audited Financial Statements for the Financial Year ended on March 31, 2026.

A. FINANCIAL PERFORMANCE

The financial statements of the Company are in accordance with the Indian Accounting Standards - IND AS and as per
the provision of Section 133 of the Companies Act, 2013 (the ‘Act’) read with Companies (Accounts) Rules, 2014 and
amendments thereof. The standalone financial highlights of the Company for the financial year ended 31^st March, 2026
are summarized below:

Notes-The figures mentioned in the table above are extracted from the financials of the Company.

BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR OF COMPANY’S
AFFAIR

During the year under review, Revenue from operations and Other Income of the Company stood at Rs. 1161.88 Lacs
showing increasing trend over the previous year Revenue from operations and Other Income Rs. 10.00 Lacs.
Profit/(Loss) before tax has increased and stood at Rs. (274.28) Lacs as compared to previous year Profit/(Loss) before
tax of Rs. (104.17) Lacs and Net Profit/(Loss) also increased and stood at Rs. (274.28) Lacs as compared to previous year
Net Profit/(Loss) of Rs. (104.17) Lacs.

On a consolidated basis, the total revenue stood at Rs. 1161.88 Lacs as compared to previous year figures of Rs. 10.00
Lacs and Profit/(Loss) for the year stood at Rs. (327.51) Lacs as compared to previous year Profit/(Loss) Rs. (104.17)
Lacs. Our Company is under the good management guidance and control that help continued in achieving the targets of
cutting down in the cost of operations and getting efficiency in this area by using better alternated resources/means.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company during the financial year under review.

DIVIDEND

The Board of Directors of the Company do not recommend any dividend for the Financial Year ended on March 31,
2026.

CAPITAL STRUCTURE

The issued, subscribed and paid- up Equity Share Capital of the Company is ''Rs. 2,92,72,000/- comprising of
29,27,200 Equity Shares of 10/- each.

Further, during the year under review, your Company has neither issued any shares with differential voting rights nor
has granted any sweat equity shares.

Authorized Share Capital - Rs. 3,50,00,000/-.

AMOUNT TO BE TRANSFERED TO RESERVE

The Board of your Company does not propose to transfer any amount to the General Reserve and has decided to retain
the entire amount of profit for the Financial Year 2025-2026 in the profit and loss account.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act,
2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal
or interest on deposits from public was outstanding as on the date of the March 31, 2026. The Company has not
received any unsecured loan from director during the financial year.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

There were no funds which were required to be transferred to Investor Education and Protection Fund.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

Following are the particulars of details of Subsidiaries, Joint Ventures and Associates as on March 31, 2026:

PAYMENT OF LISTING FEES

Annual Listing Fee for the year 2025-2026 has been paid by the Company to BSE Limited where the shares of the
Company are listed.

INDIAN ACCOUNTING STANDARDS (IND AS)

As mandated by the Ministry of Corporate Affairs, the financial statements of the Company for the financial year
2025-2026 have been prepared in accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013
read with the Companies (Indian Accounting Standards) Rules, 2015 and the other recognized accounting practices
and policies to the extent applicable.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Kailash Chand Dhaksiya (DIN: 05120584), Non-Executive Non Independent Director of the Company retires by
rotation in accordance with the provisions of the Articles of Association of the Company and being eligible offer himself
for re-appointment.

A resolution seeking Shareholders’ approval for her re-appointment along with other required details forms part of the
Notice.

PARTICULARS OF CHANGE IN THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
DURING THE YEAR AND AS ON DATE OF THE BOARD REPORT.

As on March 31, 2026, there were no changes in the composition of the Board of Directors of the Company. However,
subsequent to the close of the financial year and up to the date of this Report, based on the recommendation of the
Nomination and Remuneration Committee at its meeting held on May 30, 2026, the Board of Directors at its meeting
held on May 30, 2026, has approved the following appointments, subject to the approval of the shareholders at the
ensuing General Meeting

1. Mr. Yogendra Singh Bhati (DIN: 11621123) has been appointed as an Additional Director in the category of Non¬
Executive Non Independent Director of the Company with effect from May 30, 2026, to hold office up to the date of the
ensuing Annual General Meeting. Subject to the approval of the members in the ensuing Annual General Meeting, he is
proposed to be appointed as Non-Executive Non Independent Director from May 30, 2026, liable to retire by rotation.

He has also been appointed as Chief Financial officer designated as Key Managerial Personnel of the Company with
effect from May 30, 2026.

2. Mr. Deepak Parashar (DIN-11742891), has been appointed as an Additional Director in the category of Whole-time
Director with effect from May 30, 2026, liable to retire by rotation, to hold office up to the date of the ensuing Annual
General Meeting. Subject to the approval of the members in the ensuing Annual General Meeting, he is proposed to be
appointed as a Whole-time Director and designated as Key Managerial Personnel of the Company for a term of 3 (three)
years from May 30, 2026 to May 29, 2029. The Company has received from Mr. Parashar his consent to act as Director
in Form DIR-2, declaration of non-disqualification under Section 164 of the Companies Act, 2013, disclosure of interest,
and confirmation that he is not debarred from holding the office of Director by virtue of any order passed by the
Securities and Exchange Board of India or any other authority.

Following Directors resigned:

1. Mr. Sudhir Jain (DIN: 00046442), Chairman and Managing Director of the Company resigned from the post effective
from May 10, 2026.

2. Mr. Samyak Jain (DIN: 09234890), Non-Executive Director and Chief Financial Officer designated as Key
Managerial Personnel of the Company resigned from the post effective from May 10, 2026.

Details of Director seeking appointment/re-appointment as required under the Listing Regulations are provided in the
Notice forming part of this Annual Report.

Further during the year under preview following Director and Key Managerial Personnel have been appointed .

During the year under preview and after closure of financial year following Director and Key Managerial Personnel have
been resigned from their post.

Following are the Directors and Key Managerial Personnel as on the date of this report:

DECLARATION BY DIRECTORS

During the year, declarations received from the Directors of the Company pursuant to Section 164 of the Companies
Act, 2013. Board appraised the same and found that none of the director is disqualified holding office as director.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations under section 149(7) that they meet the criteria of independence as
laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent
Directors of the Company have registered themselves with the India Institute of Corporate Affairs (IICA) and have
included their names in the databank of Independent Directors within the statutory timeline. They have also confirmed
that they will appear for the online proficiency test, wherever applicable.

INDEPENDENT DIRECTORS’ MEETING

The Independent Directors of the Company met on 16^th February, 2026, pursuant to Schedule IV of the Act and
Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements), 2015, as amended and all Independent
Directors were present to inter alia discuss the following:

Reviewed the performance of non-independent directors and the Board as a whole; Reviewed the performance of the
Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

Assessed the quality, quantity and timeliness of flow of information between the Company management and the Board
that is necessary for the Board to effectively and reasonably perform their duties.

CORPORATE GOVENRANCE REPORT:

Your Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility
and accountability and is committed to adopting and adhering to best corporate governance practices.

The Listing Regulations (as amended from time to time) has provided exemption under regulation 15(2)(a) from
applicability of Corporate Governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A,
25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V in
respect of listed entity having paid-up capital of the Company not exceeding Rs.10.00 Crore and net worth of the
Company not exceeding Rs.25.00 Crore, as on the last day of previous financial year.

Your Company falls under the exemption criteria as laid down under Regulation 15(2)(a) and therefore, is not required
mandatorily to comply with the said regulations.

The Company therefore is not required to make disclosures in Corporate Governance Report as specified in Para C of
Schedule V to the Listing Regulations.

Hence no Corporate Governance Report is required to be disclosed/attached with Annual Report. It is important to
mention that the Company follows majority of the provisions of the Corporate Governance voluntarily.

MANAGEMENT DISCUSSION AND ANALYSIS:

In compliance with Regulation 34 (2) (e) of the Listing Regulations, 2015, as amended, we refer you to our
Management''s Discussion and Analysis Report (MDA) included in our Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135(1) of the of the Companies Act, 2013 read with Rule 9 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, are not applicable to the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best
of their knowledge and belief, confirm that:

a) In the preparation of the annual accounts for the financial year ended 31^st March, 2026 the applicable accounting
standards have been followed along with proper explanation relating to material departures, if any;;

b) the Directors had selected such accounting policies and applied them consistently and judgements and estimates made
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 and loss of the Company for that period;

c) the directors had 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;

e) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively; and

f) the Directors had laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

Pursuant to Section 2(51) and Section 203 of the Act read with Rule 8 of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, (as amended), company is having following Key Managerial Personnel (KMP)
of the Company as on 31^st March, 2026:

^A Appointed w. e.f30.05.2026

* Appointed w. e.f09.09.2025

# Appointed w.e.f. 30.05.2026

BOARD MEETING AND ATTENDANCE
NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy, apart from
other Board businesses. The Board exhibits strong operational oversight with regular business presentations at
meetings. Only in the case of special and urgent business, should the need arise, Board’s approval is taken either by¬
passing resolutions through circulation or convening meetings at shorter notice, as permitted by the law.

During the Financial Year under review, the Board met 16 (Sixteen) times on 06.05.2025; 15.05.2025; 28.05.2025;

14.08.2025, 20.08.2025, 24.08.2025, 25.08.2025, 02.09.2025, 06.09.2026, 09.09.2025, 10.09.2025, 06.10.2025, 01.11.
2025, 13.11.2025, 10.12.2025 and 13.02.2026.The intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013 and Secretarial Standard-1 on Meetings of Board of Directors issued by the
Institute of Company Secretaries of India.

The names of members of the Board and their attendance at the Board Meetings are as under:

LISTING STATUS

The equity shares are listed on BSE Limited. At present the trading has been suspended due to penal reason. Our
commitment to regulatory compliance and good governance remains steadfast as we maintain a strong relationship
with the stock exchange.

REVOCATION OF SUSPENSION OF SECURITIES

During the year under review, trading in the securities of the Company was suspended with effect from August 08,
2025, pursuant to Notice No. 20250708 dated July 08, 2025, issued by the Stock Exchange under the provisions of
Chapter VII(A) - Penal Actions for Non-Compliance of the SEBI Master Circular No.
SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024. The suspension was imposed due to the Company''s non¬
compliance with Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for
two consecutive quarters, namely December 2024 and March 2025.

Subsequently, the Company submitted an application to the Stock Exchange seeking in-principle approval for revocation
of the suspension of trading in its securities. As on the date of this Report, the said application is under consideration by
the Stock Exchange and the approval is awaited.

COMMITTEES OF THE BOARD:

In compliance with both the mandatory and non-mandatory requirements under the SEBI (Listing Obligations and
Disclosure requirements) Regulations 2015, as amended and as mandated under the provisions of the Companies Act,
2013, the Board has constituted the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

The elaborated details of Board Committees are as follows:

Audit Committee:

The Details of Audit Committee for the year 2025-26 is as mentioned below:

a) Members of Committee:

The Composition of Audit Committee as on 31.03.2026 is as under:

The Audit Committee met Ten (10) times during the year 2025-2026, held its meetings on 15.05.2025; 28.05.2025;
14.08.2025; 09.09.2025; 10.09.2025; 06.10.2025; 01.11.2025; 13.11.2025; 10.12.2025 and 13.02.2026 and the gap
between two meetings did not exceed one hundred and twenty days.

During the financial year, the Committee was reconstituted. The details of the previous composition of the Committee
and the attendance of its members at the meetings held during their tenure on the Committee are provided below. The
attendance has been disclosed based on the number of meetings held during the period in which the respective
members served on the Committee are as follows:-

Note:

Pushpaben Patel (resigned w.e.f. 23.08.2025)

Jayeshbhai Popatbhai Patel (resigned w.e.f 23.08.2025)

KhodidasMoghriya (resignedw.e.f. 25.08.2025)

The Company Secretary is the Secretary of the Committee.

Committee invites such of the executives as it considers appropriate, representatives of the statutory auditors and

internal auditors, to be present at its meetings.

b) Brief terms of reference:

1. Oversight of the Company’s financial reporting process and the disclosure of its financial information
to ensure that the financial statement is correct, sufficient and credible;

2. Recommend the appointment, remuneration and terms of appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditors’ report thereon
before submission to the board for approval, with particular reference to:

i. Matters required to be included in the directors’ responsibility statement to be included in the
board’s report in terms of clause (c) of sub-section 3 of section 134 of the Act,

ii. Changes, if any, in accounting policies and practices and reasons for the same,

iii. Major accounting entries involving estimates based on the exercise of judgment by
management,

iv. Significant adjustments made in the financial statements arising out of audit findings,

v. Compliance with listing and other legal requirements relating to financial statements,

vi. Disclosure of any related party transactions,

vii. Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the board
for approval;

6. Reviewing, with the management, the statement of uses/application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes
other than those stated in the offer document/ prospectus/notice and the report submitted by the
monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making
appropriate recommendations to the board to take up steps in this matter;

7. Review and monitor the auditors’ independence and performance, and effectiveness of audit
process;

8. Approval or any subsequent modification of transactions of the Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the
internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit
as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of CFO;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

21. Management discussion and analysis of financial condition and results of operations;

22. Statement of significant related party transactions (as defined by the audit committee), submitted by
management;

23. Transactions done with promoter or promoter group holding 20% or more of Equity or Preference
share capital will require prior approval of audit committee;

24. Disclosures of transactions of the listed entity with any person or entity belonging to the
promoter/promoter group which holds 10% or more shareholding in the listed entity;

25. Management letters / letters of internal control weaknesses issued by the statutory auditors;

26. Internal audit reports relating to internal control weaknesses;

27. Establish a vigil mechanism for directors and employees to report genuine concerns in such manner
as may be prescribed;

28. The Audit Committee may call for the comments of the auditors about internal control systems, the
scope of audit, including the observations of the auditors and review of financial statement before
their submission to the Board and may also discuss any related issues with the internal and statutory
auditors and the management of the Company.

The terms of reference specified by the Board to the audit committee are as contained under Regulation 18

of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, as amended read with

Section 177 of the Companies Act, 2013.

c) Mr. Swapnil Rathi, Chairman of the Audit Committee was present in previous Annual General Meeting

held on 30^th September, 2025 to answer member’s queries.

Nomination and Remuneration Committee:

The Details of Nomination and Remuneration Committee for the year 2025-26 is as mentioned below:

a) Members of Committee:

The Composition of Nomination and Remuneration Committee as on 31.03.2026 is as under:

The Nomination and Remuneration Committee met three times during the year 2025-2026, held its meetings on

06.05.2025, 20.08.2025, and 09.09.2025.

During the financial year, the Committee was reconstituted. The details of the previous composition of the
Committee and the attendance of its members at the meetings held during their tenure on the Committee are
provided below. The attendance has been disclosed based on the number of meetings held during the period in
which the respective members served on the Committee are as follows:-

Note:

Pushpaben Patel (resigned w.e.f. 23.08.2025)

Jayeshbhai Popatbhai Patel (resigned w.e.f 23.08.2025)

KhodidasMoghriya (resignedw.e.f. 25.08.2025)

b. Brief terms of reference:

1. formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board of Directors a policy relating to, the remuneration of the Directors,
Key Managerial Personnel and other employees;

2. formulation of criteria for evaluation of performance of Independent Directors and the Board of
Directors;

3. devising a policy on diversity of Board of Directors;

4. identifying persons who are qualified to become Directors and who may be appointed in Senior
management in accordance with the criteria laid down, and recommend to the Board of Directors their
appointment and removal.

5. whether to extend or continue the term of appointment of the Independent Director, on the basis of the
report of performance evaluation of Independent Director.

6. recommend the Board, all remuneration, in whatever form, payable to Senior management.

7. make recommendations to the Board on the appointment of new Executive and Non-Executive
Directors, Key Managerial Personnel and other employees;

8. review the Board structure, size and composition, having regard to the principles of the Code;

9. assess nominees or candidates for appointment or election to the Board, determining whether or not such

nominee has the requisite qualifications and whether or not he/she is independent;

10. put in place plans for succession, in particular, for the Chairman of the Board and Chief Executive
Officer of the Company;

11. make recommendations to the Board for the continuation in services of any Executive Director who has
reached the age of 70 (Seventy) years;

12. recommend Directors who are retiring by rotation to be put forward for re-election;

13. decide whether or not a Director is able to and has been adequately carrying out his duties as a Director

of the Company, particularly when he has multiple Board representations;

14. recommend to the Board internal guidelines to address the competing time commitments faced by
Directors who serve on multiple boards;

15. qualifications, positive attributes and independence of a Director; for evaluation of performance of
Independent Directors and the Board of Directors;

16. recommend to the Board a framework of remuneration and specific remuneration packages for all
Directors of the Company, Key Managerial Personnel (KMP) and other Senior Management Personnel;

17. review the service contracts of the Executive Directors;

18. carry out its duties in the manner that it deems expedient, subject always to any regulations or
restrictions that may be imposed upon the NRC by the Board of Directors from time to time;

19. reviewing and enhancing on the compensation structure to incentive performance base for key
executives;

20. ensure that the remuneration packages are comparable within the industry and comparable Companies
and include a performance-related element coupled with appropriate and meaningful measures of
assessing individual Executive Director’s performance.

21. facilitate the transparency, accountability and reasonableness of the remuneration of Director and Senior
Management Personnel.

22. recommend to the Board a framework of remuneration for the Directors,

23. all aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses,
options and benefits-in-kind shall be covered by the Nomination and Remuneration Committee.

a. The details relating to remuneration of Directors, as required under SEBI (Listing Obligations and
Disclosure requirements) Regulations, 2015, as amended have been given under a separate heading,
in this report.

b. Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by the Nomination and
Remuneration Committee on the basis of following criteria:

i. Qualification

ii. Experience

iii. Knowledge and Competency

iv. Fulfillment of functions and integrity including adherence to the Code of Conduct and Code of Independent
Directors of the Company, safeguarding of the confidential information and the interest of Whistle Blowers
under Vigil Mechanism, compliance with the policies and disclosure of interest and fulfillment of other
obligations imposed by the Law

v. Contribution and Initiative

vi. Availability, attendance, participation and ability to function as a team

vii. Commitment

viii. Independence

ix. Independent views and judgment and Guidance/ support to Management outside board

The search and nomination process for new Directors are through database of Independent Directors,
personal contacts and recommendations of the Director. NRC reviews and assess candidates before making
recommendation to the Board.

NRC also take the lead in identifying, evaluating and selecting suitable candidate for new Directorship. In
its search and selection process, NRC considers factors such as commitment and the ability of the
prospective candidate to contribute to discussions, deliberations and activities of the Board and Board
Committees.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Details of Stakeholders Relationship Committee for the year 2025-26 is as mentioned below:
a) Members of Committee:

The Composition of Stakeholders Relationship Committee as on 31.03.2026 is as under:

The Stakeholders Relationship Committee met four times during the year 2025-2026, held its meetings on

28.05.2025, 09.09.2025, 13.11.2025, 13.02.2026.

The status of shareholders’ complaints during the year under review (March 31, 2026) is given below:

During the financial year, the Committee was reconstituted. The details of the previous composition of the
Committee and the attendance of its members at the meetings held during their tenure on the Committee are
provided below. The attendance has been disclosed based on the number of meetings held during the period in
which the respective members served on the Committee are as follows:-

Note:

Pushpaben Patel (resigned w.e.f. 23.08.2025)

Jayeshbhai Popatbhai Patel (resigned w.e.f 23.08.2025)

KhodidasMoghriya (resignedw.e.f. 25.08.2025)

Brief terms of reference:

The Stakeholder’s Grievance & Relationship Committee specifically look into various aspects of interest of
shareholders, debenture holders and other security holder pertaining to the requests/complaints of the
shareholders related to transfer of shares, dematerialization of shares, non-receipt of annual accounts, non¬
receipt of dividend or revalidation of expired dividend warrants, recording the change of address,
nomination, etc. The role of the Stakeholders’ Relationship Committee has been specified in Part D of the
Schedule II of the Listing Regulations. It covers as under:

1. Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue
of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar& Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders of the company.

Name and designation of compliance officer: Mrs. Priya Bhandari, Company Secretary.

The previous AGM of the Company was held on 30^th September, 2025 and was attended by Mrs. Garima
Mahajan, Chairman of the Committee.

POLICYON DIRECT ORS’APPOINTMENT AND REMUNERATION

The Company has a Nomination and Remuneration Committee. The Committee reviews and recommend to the Board of
Directors about remuneration for Directors and Key Managerial Personnel and other employee up to one level below of
Key Managerial Personnel. The Company does not pay any remuneration to the Non-Executive Directors of the

Company other than sitting fee for attending the Meetings of the Board of Directors and Committees of the Board.
Remuneration to Executive Directors is governed under the relevant provisions of the Act and approvals.

The Company has devised the Nomination and Remuneration Policy for the appointment, re-appointment and
remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. All the appointment, re¬
appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel are as per the
Nomination and Remuneration Policy of the company.

The Nomination and Remuneration Policy of the Company is also posted on the website of the Company under
Investors Section.

GENERAL BODY MEETINGS
Annual General Meetings

The last three Annual General Meetings of the Company were held as under:

All resolutions at the above mentioned AGMs were passed electronically through remote e-voting and e-voting at the
time of the AGM.

Extra-ordinary General Meeting

No Extra-ordinary General Meeting of the Members was held during FY 2025-26.

Details of the meeting convened in pursuance of the order passed by the National Company Law Tribunal
(NCLT):

Not applicable

Postal Ballot

During the financial year ended March 31, 2026, no Special Resolution was passed by the Company through Postal
Ballot. No Special Resolution is proposed to be conducted through Postal Ballot as on the date of this Annual Report

CODE OF CONDUCT

Regulation 17(5) of the SEBI Listing Regulations requires Listed Companies to lay down a Code of Conduct for all
Board members and Senior Management, incorporating the duties as laid down in the Companies Act, 2013. The
Company has adopted a Code of Conduct for all Directors and Senior Management of the Company and the same has
been hosted on the website of the Company.

All members of the Board of Directors and senior management personnel had affirmed compliance with the
abovementioned regulation including Code for the financial year ended March 31, 2026 and a declaration to this effect
signed by the Managing Director forms part of this report. Pursuant to the requirements of the SEBI (Prohibition of
Insider Trading) Regulations, 2015 as amended, the Company has adopted a code of conduct to regulate, monitor and
report trading by insiders for prevention of insider trading, which is applicable to all the Directors, Promoters, Key
Managerial Personnel and designated employees/ persons.

PERFORMANCE EVALUATION OF DIRECTORS, BOARD AND COMMITTEES:

A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was
led by Nomination & Remuneration Committee, the evaluation was done using individual interviews covering amongst
other vision, strategy and role clarity of the Board. Board dynamic and processes, contribution towards development of
the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance
& structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.

As part of the evaluation process the performance of non-independent Directors, the Chairman and the Board was
done by the Independent Directors. The performance evaluation of the respective Committees and that of independent
and non-independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed
satisfaction with the evaluation process.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENTS

The Company has two tier internal control framework comprising entity level controls and process level controls. The
entity level controls of the Company include elements such as defined code of conduct, whistle blower policy, rigorous
management review, MIS and strong internal audit mechanism. The process level controls have been ensured by
implementing appropriate checks and balances to ensure adherence to Company policies and procedures, efficiency in
operations and also reduce the risk of frauds. Regular management oversight and rigorous periodic testing of internal
controls makes the internal controls environment strong at the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014, as on March 31, 2026, are set out in Notes to the Financial
Statements of the Company.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

On their appointment, Independent Directors are familiarized about the Company’s business and operations.
Interactions with senior executives are facilitated to gather insight specific to the Company’s operations. Detailed
presentations are made available to apprise about Company’s history, of their duties and responsibilities, rights, process
of appointment and evaluation, compensation, Board and Committee procedures and expectation of various
stakeholders. The details of familiarization programs as above are also disclosed on the website of the Company at the
link satiateagri.com

INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES:

The table containing the names and other particulars of employees in accordance with the provisions of Section
197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided as “Annexure- A” to the Board’s report.

None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per annum and Rs.8,50,000/-
or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which,
in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time
director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of
the equity shares of the company. Hence, no information is required to be furnished as required under Rule, 5(2) and
5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

CORPORATE SOCIAL RESPONSIBILITY

For the year under review the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 and the
Companies (Corporate Social Responsibility Policy) Rules 2014, are not applicable to the Company and hence the
Company has not constituted Corporate Social Responsibility (CSR) Committee and formulated Corporate Social
Responsibility Policy (CSR Policy).

STATUTORY AUDITORS AND STATUTORY AUDIT REPORT

M/s. S. N. Gadiya & Co., Chartered Accountants (Firm Registration No. 002052C), were appointed as the Statutory
Auditors of the Company at the 38^th Annual General Meeting held on 30^th September, 2025 for a term of five
consecutive years, commencing from the conclusion of the 38 ^th Annual General Meeting until the conclusion of the
43^rd Annual General Meeting of the Company, in accordance with the provisions of Section 139 of the Companies Act,
2013 and the rules made thereunder.

The Statutory Auditors have confirmed that they continue to satisfy the eligibility criteria prescribed under Section 141
of the Companies Act, 2013, and that they are not disqualified from continuing as the Statutory Auditors of the
Company.

The notes to the financial statements referred to in the Auditors'' Report are self-explanatory and, therefore, do not call
for any further comments by the Board.

REPORTING OF FRAUD BY AUDITORS

During the period under review, the Statutory Auditors have not reported under Section 143(12) of the Companies Act,
2013, any instances of fraud committed against the Company, the details of which need to be mentioned in the Board’s
Report.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder and
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, M/s.
Ajit Jain & Co., Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company at the
38^th Annual General Meeting for a term of five consecutive years, commencing from the conclusion of the 38^th
Annual General Meeting until the conclusion of the 43 ^rd Annual General Meeting of the Company.

The Secretarial Auditors have confirmed that they are eligible for appointment and are not disqualified from acting as
the Secretarial Auditors of the Company in terms of the applicable provisions of the Companies Act, 2013, the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, and the rules made thereunder.

SECRETARIAL AUDIT REPORT:

Section 204 of the Companies Act, 2013 inter-alia requires every listed Company to undertake a Secretarial Audit and
shall annex with its Board''s Report a Secretarial Audit Report given by a Company Secretary in practice in the
prescribed form.

Your Company has adopted an ongoing secretarial audit practice throughout the financial year and has placed its
periodic secretarial audit report before the Board. This approach has resulted in detecting areas of improvement early
and strengthened our level of compliance reporting.

The Secretarial Audit Report for the financial year 2025-2026 is annexed herewith as “Annexure: B” forming part of
this report.

The comments referred by the Secretarial Auditors in their Report are self-explanatory except the following:

INTERNAL AUDITOR:

The Company has appointed Mr. Jai Kumar Doshi, Indore as Internal Auditor of the company for the financial year
2026-2027and takes his suggestions and recommendations to improve and strengthen the internal control systems. The
Audit Committee reviews adequacy and effectiveness of the Company’s internal control environment and monitors the
implementation of audit recommendations.

COST AUDITOR AND COST AUDIT REPORT:

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014,
as amended, Notifications/ Circulars issued by the Ministry of Corporate Affairs from time to time, the company is not
falling under the limits of cost audit requirements.

RECONCILIATION OF SHARE CAPITALAUDIT:

In line with the requirements stipulated by Securities and Exchange Board of India (SEBI), Reconciliation of Share
Capital Audit is carried out on quarterly basis by a Practicing Company Secretary to confirm that the aggregate
number of equity shares of the Company held in National Securities Depository Limited (NSDL) and Central
Depository Service (India) Limited (CDSL) tally with the total number of issued, paid up, listed and admitted capital
of the Company. The report submitted to the stock exchange inter alia, confirms that the number of shares issued,
listed on the stock exchange and that held in demat and physical mode is in agreement with each other.

DISTRIBUTION OF EQUITY SHAREHOLDING AND ITS PATTERN

Distribution of Equity Shareholding and its pattern as on 31^st March, 2026 is as under:

Status of dematerialization of shares

The breakup of the equity shares held in dematerialized and physical form as on March 31, 2026 is as follows:

PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the code as per SEBI (Prohibition of Insider Trading) Regulations, 2015, as
amended from time to time; The Details of the said code is available on website of the Company.

ANNUAL RETURN

Pursuant to section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company in the prescribed Form MGT-7 is
available on the Company’s website at www.satiateagri.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUT-GO

The particulars relating to the energy conservation, technology absorption, foreign exchange earnings and outgo, as
required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are
given in the “Annexure: C” to this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is an equal opportunity employer and is committed to ensuring that the work environment at all its
locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the
dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are
strictly prohibited.

In accordance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the
Company has formed an Anti-Sexual Harassment Policy and has complied with provisions relating to the constitution
of Internal Committee. This policy offers comprehensive protection to all the employees (permanent, Contractual,
temporary and trainees). The Internal Complaints Committee redresses the complaints pertaining to sexual harassment
and any complaint which is received by the Committee is dealt with appropriate sensitivity and confidentiality in the
most judicious and unbiased manner within the time frame as prescribed by the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and addressed by the Company during the
Financial Year 2025-26:

• No. of complaints at the beginning of the year: Nil

• No. of complaints received during the year: Nil

• No. of complaints disposed of during the year: Nil

• No. of complaints at the end of the year: Nil

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

Pursuant to the provisions of the Companies (Accounts) Rules, 2014, the Company confirms compliance with the
applicable provisions of the Maternity Benefit Act, 1961 including but not limited paid maternity leave and nursing
breaks, work from home provisions(where applicable), creche facility (where required) and protection against
dismissal during maternity leave.

The Company is deeply committed to promoting women’s empowerment through progressive policies, leadership
opportunities, and continuous support for work-life balance. Regular reviews ensure that our practices align with both
legal standards and our core values of equality and inclusivity to fostering a compliant, equitable and employee-
friendly environment in line with intent and spirit of the Maternity Benefit Act, 1961.

RISK MANAGEMENT

The Company has formulated and implemented an effective risk management framework aligned with the risk
management policy which encompasses practices relating to identification, assessment, monitoring and mitigation of
various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse
impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE
ACCOUNT

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in
the ordinary course of the business. There are no materially significant related party transactions made by the
Company with the related parties and/or Promoters, Key Managerial Personnel or other designated persons which may
have potential conflict with interest of the Company at large.

The Related Party Transactions are placed before the Audit Committee for review and approval as per the terms of the
Policy for dealing with Related Parties. Prior omnibus approval of the Audit Committee is obtained on a quarterly
basis for transactions which are foreseen and of repetitive nature. The statement containing the nature and value of the
transactions entered into during the quarter is presented at every subsequent Audit Committee meeting by the CFO for
the review and approval by the Committee. Further, transactions proposed in subsequent quarter are also presented.
Besides, the Related Party Transactions are also reviewed by the Board on an annual basis. Disclosure of particulars of
contracts/arrangements entered into by the Company with related parties referred to in section 188(1) of the Companies
Act, 2013 as required under Form AOC-2 is not applicable to the company.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India. The Board has implemented a robust system to ensure ongoing compliance with the provisions of all applicable
Secretarial Standards and that such systems are adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

During the period under review, no significant and material orders have been passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company and its future operations.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

As per Section 177(9) of the Companies Act, 2013 and Listing Regulation the Company is required to establish an
effective Vigil Mechanism for Directors and employees to report genuine concerns about unethical behavior, actual or
suspected fraud or violation of the Company’s Code of Conduct.

The Company as part of the ‘VigilMechanism’ has in place a Board approved ‘Whistle Blower Policy’ to ensure that
genuine concerns are properly raised and addressed and recognized as an enabling factor in administrating good
governance practices. The Whistle Blower Policy has been placed on the website of the Company and can be accessed
at satiateagri.com.

This vigil mechanism of the Company is overseen by the Ethics Officer and provides adequate safeguard against
victimization of employees and directors and also provides direct access to the Ethics Officer in exceptional
circumstances. Further, no personnel have been denied access to the Ethics Officer.

DISCLOSURE UNDER RULE 8(5)(xi) OF COMPANIES (ACCOUNTS) RULES, 2014

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year along with their status as at the end of the financial year is as follows:

DISCLOSURE UNDER RULE 8(5)(xii) OF COMPANIES (ACCOUNTS) RULES, 2014

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime
settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons
thereof, is not applicable.

HUMAN RESOURCES

The Company believes that its employees are its biggest asset. The workforce at the Company has a right blend of
youth and experience and the success of organization is based on the capabilities, passion and integrity of its people.
The Company continues to attract and retain talent that focuses on sustained superior performance, provide them
opportunities to learn, realize their true potential and contribute positively to the success of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE
END OF THE FINANCIAL YEAR AND DATE OF REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the
financial year to which this financial statements relate and the date of this report.

OTHER DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were
no transactions on these items during the year under review:

• The Company has not issued any equity shares with differential rights as to dividend, voting or
otherwise.

• There were no mergers/acquisitions during the year.

• The Company has no outstanding GDRs/ADRs/Warrants/ Options or any convertible instruments as
on 31^st March 2026.

• The Company does not trade in commodities. The Commodity price risk and commodity hedging
activities are not applicable to the Company.

• List of all credit ratings obtained by the entity along with any revisions thereto during the relevant
financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or
proposal of the listed entity involving mobilisation of funds, whether in India or abroad : Not
Applicable

• The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished.

• There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule
16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

• The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, as amended, is not applicable to your
Company for the financial year ending March 31, 2026.

• No Buyback of Securities taken place during the year under review.

• During the year under review, the Company has not failed to implement any Corporate Actions within the
specified time limit.

• Pursuant to Regulation 30A read with clause 5A to Para A of Part A of Schedule III of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 15 as amended, The Company does not have any
agreement which impact the management or control of the Company.

• In terms of Section 131 of the Companies Act, 2013, the Financial Statements and Board’s Report are in
compliance with the provisions of Section 129 or Section 134 of the Companies Act, 2013 and that no
revision has been made during any of the three preceding financial years.

• Disclosures on materially significant related party transactions that may have potential conflict with the
interests of listed entity at large:

All the Related Party Transactions are entered on arm’s length basis, in the ordina ry course of business
and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing
Regulations. There are no materially significant Related Party Transactions made by the Company
with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with
the interest of the Company at large.

Kindly refer to the notes forming part of accounts for the details of Related Party Transactions.

• Details of establishment of vigil mechanism / whistle blower policy, and affirmation that no personnel
has been denied access to the audit committee:

The Company has implemented a Whistle Blower Policy covering the employees. The Policy enables
the employees to report to the management instances of unethical behavior, actual or suspected fraud
or violation of the Company’s code of Conduct. Employees can lodge their Complaints through
anonymous emails besides usual means of communications like written complaints. No personnel have
been denied access to the Audit Committee.

• Compliance with Mandatory/Non-mandatory requirements:

The Company has complied with the mandatory requirements as stipulated under the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, as amended and the status of non¬
mandatory (discretionary) requirements are given below:

1. Chairman is elected in Meeting.

2. In view of publication of the financial results of the Company in the newspapers having wide
circulation and dissemination of the same on the website of the Stock Exchange.

3. The Company’s financial statements for the financial year 2025-2026 have been accompanied with
unmodified opinion - both on quarterly and yearly basis.

4. The Chairman is elected in Meeting. No Managing Director in the Company.

5. The Company has complied with the requirements of the regulatory authorities on capital market and
no penalties have been imposed against it in the last three years.

6. The Company has appointed Priya Bhandari, Company Secretary as the Nodal Officer for the purpose
of verification of claims filed with the Company in terms of IEPF Rules and for co-ordination with the
IEPF Authority. The said details are also available on the website of the Company.

CAUTIONARY STATEMENT

The Statement made in this Report and Management and Discussion and Analysis Report relating to the Company’s
objective, projections, outlook, expectations and others may be “forward looking statements” within the meaning of
applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors
could make difference to the Company’s operations that may be, due to change in government policies, global market
conditions, foreign exchange fluctuations, natural disasters etc.

ACKNOWLEDGEMENT

The directors take this opportunity to place on record their gratitude for the support Registrar of Companies, other
regulatory and Government Bodies, Company’s Auditors, Customers, Bankers, Promoters and Shareholders.

The Board also wishes to place on record its appreciation and sincerely acknowledge the contribution and support
from shareholders for their support.

By and order of the Board of Directors
For Satiate Agri Limited

Place: Indore
Date: 03.08.2026

Deepak Parashar Kailash Chand Dhaksiya

Whole-Time Director Director

DIN: 01074108 DIN: 05120584

Your Board of Directors are pleased to present the 38^th Annual Report on the business and financial operations of your
company together with the Audited Financial Statements for the Financial Year ended on March 31, 2025.

A. FINANCIAL PERFORMANCE

The financial statements of the Company are in accordance with the Indian Accounting Standards - IND AS and as per
the provision of Section 133 of the Companies Act, 2013 (the ‘Act’) read with Companies (Accounts) Rules, 2014 and
amendments thereof. The standalone financial highlights of the Company for the financial year ended 31st March, 2025
are summarized below:

Notes-The figures mentioned in the table above are extractedfrom the financials of the Company.

BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR OF COMPANY’S
AFFAIR

During the year under review the total income was Rs. 10.00 Lacs as compared to Rs. 20.40 Lacs of the previous Year
2023-24. After making all necessary provisions for current year and after taking into account the current year net profit
and total provisions for taxation, the surplus carried to Balance Sheet is Rs. (104.17) Lacs. The Promoters, Board of
Directors and entire management team are putting their stern effort to come out from the adverse financial
circumstances and to achieve targeted turnover in the segment of agriculture projects.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company during the financial year under review.

DIVIDEND

The Board of Directors of the Company do not recommend any dividend for the Financial Year ended on March 31,
2025.

CAPITAL STRUCTURE

The issued, subscribed and paid- up Equity Share Capital of the Company is ''Rs. 2,92,72,000/- comprising of
29,27,200 Equity Shares of '' 10/- each.

Further, during the year under review, your Company has neither issued any shares with differential voting rights nor
has granted any sweat equity shares.

Authorized Share Capital - Rs. 3,50,00,000/-.

AMOUNT TO BE TRANSFERED TO RESERVE

The Board of your Company does not propose to transfer any amount to the General Reserve and has decided to retain
the entire amount of profit for the Financial Year 2024-2025 in the profit and loss account.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act,
2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal
or interest on deposits from public was outstanding as on the date of the March 31, 2025. The Company has not
received any unsecured loan from director during the financial year.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

There were no funds which were required to be transferred to Investor Education and Protection Fund.

SUBSIDIARY AND ASSOCIATES COMPANIES

The Company does not have any Subsidiary or Associate Company.

PAYMENT OF LISTING FEES

Annual listing fee for the year 2025-2026 has been paid by the Company to BSE Limited where the shares of the
Company are listed.

INDIAN ACCOUNTING STANDARDS (IND AS)

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (“Ind AS”)
from 1st April, 2017. The financial statements of the Company for the financial year 2024-2025 have been prepared in
accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian
Accounting Standards) Rules, 2015 and the other recognized accounting practices and policies to the extent applicable.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Re-appointment of Director

Mr. Samyak Jain (DIN: 09234890), Non-Executive Director of the Company retires by rotation in accordance with the
provisions of the Articles of Association of the Company and being eligible offer himself for re-appointment.

A resolution seeking Shareholders’ approval for her re-appointment along with other required details forms part of the
Notice.

Details of Director seeking re-appointment as required under the Listing Regulations are provided in the Notice forming
part of this Annual Report. Re-appointment of Mr. Samyak Jain (DIN: 09234890) is appropriate and in the best interest

of the Company.

Further during the year under preview following Director and Key Managerial Personnel have been appointed .

During the year, Mr. Hargovindbhai Parsottambhai Sutaria, Director of Company, has been appointed as Managing
Director w.e.f. 10.03.2025 and he resigned on 11.03.2025 from the directorship as well as Managing Directorship of the
Company.

Swapnil Rathi, Mrs. Garima Mahajan and Mohd Tarique hav been appointed as additional independent directors w.e.f.
06.09.2025 by the Board. The Board proposes to appoint them as directors of the Company.

During the year under preview and after closure of financial year following Director and Key Managerial Personnel have
been resigned from their post.

Following are the Directors as on the date of this report:

DECLARATION BY DIRECTORS

During the year, declarations received from the Directors of the Company pursuant to Section 164 of the Companies

Act, 2013. Board appraised the same and found that none of the director is disqualified holding office as director.
DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations under section 149(7) that they meet the criteria of independence as
laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent
Directors of the Company have registered themselves with the India Institute of Corporate Affairs (IICA) and have
included their names in the databank of Independent Directors within the statutory timeline. They have also confirmed
that they will appear for the online proficiency test, wherever applicable.

INDEPENDENT DIRECTORS’ MEETING

The Independent Directors of the Company met on 19^th March, 2025, pursuant to Schedule IV of the Act and
Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements), 2015, as amended and all Independent
Directors were present to inter alia discuss the following:

Reviewed the performance of non-independent directors and the Board as a whole; Reviewed the performance of the
Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

Assessed the quality, quantity and timeliness of flow of information between the Company management and the Board
that is necessary for the Board to effectively and reasonably perform their duties .

KEY MANAGERIAL PERSONNEL

Pursuant to Section 2(51) and Section 203 of the Act read with Rule 8 of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, (as amended), company is having following Key Managerial Personnel (KMP)
of the Company as on 31^st March, 2025:

^A Appointed on 22.02.2025

* Appointed on 24.04.2024 and Resigned w.e.f. 06.05.2025

# Resigned w.e.f. 25.08.2025

During the year, Mr. Hargovindbhai Parsottambhai Sutaria, Director of Company, has been appointed as Managing
Director w.e.f. 10.03.2025 and he resigned on 11.03.2025 from the directorship as well as Managing Directorship of the
Company. Mr. Utpalbhai Dineshbhai Raval resigned as Managing Director w.e.f. 10.03.2025

LISTING STATUS

The equity shares are listed on BSE Limited. We ensuring continued listing and trading. Our commitment to
regulatory compliance and good governance remains steadfast as we maintain a strong relationship with the stock
exchange.

COMMITTEES OF THE BOARD:

In compliance with both the mandatory and non-mandatory requirements under the SEBI (Listing Obligations and
Disclosure requirements) Regulations 2015, as amended and as mandated under the provisions of the Companies Act,
2013, the Board has constituted the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

The elaborated details of Board Committees are as follows:

Audit Committee:

The Details of Audit Committee for the year 2024-25 is as mentioned below:

a) Members of Committee:

The Composition of Audit Committee as on 31.03.2025 is as under:

ii. Changes, if any, in accounting policies and practices and reasons for the same,

iii. Major accounting entries involving estimates based on the exercise of judgment by
management,

iv. Significant adjustments made in the financial statements arising out of audit findings,

v. Compliance with listing and other legal requirements relating to financial statements,

vi. Disclosure of any related party transactions,

vii. Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the board
for approval;

6. Reviewing, with the management, the statement of uses/application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes
other than those stated in the offer document/ prospectus/notice and the report submitted by the
monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making
appropriate recommendations to the board to take up steps in this matter;

7. Review and monitor the auditors’ independence and performance, and effectiveness of audit
process;

8. Approval or any subsequent modification of transactions of the Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the
internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit
as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of CFO;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

21. Management discussion and analysis of financial condition and results of operations;

22. Statement of significant related party transactions (as defined by the audit committee), submitted by
management;

23. Transactions done with promoter or promoter group holding 20% or more of Equity or Preference
share capital will require prior approval of audit committee;

24. Disclosures of transactions of the listed entity with any person or entity belonging to the
promoter/promoter group which holds 10% or more shareholding in the listed entity;

25. Management letters / letters of internal control weaknesses issued by the statutory auditors;

26. Internal audit reports relating to internal control weaknesses;

27. Establish a vigil mechanism for directors and employees to report genuine concerns in such manner
as may be prescribed;

28. The Audit Committee may call for the comments of the auditors about internal control systems, the
scope of audit, including the observations of the auditors and review of financial statement before
their submission to the Board and may also discuss any related issues with the internal and statutory
auditors and the management of the Company.

The terms of reference specified by the Board to the audit committee are as contained under Regulation 18
of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, as amended read with
Section 177 of the Companies Act, 2013.

Nomination And Remuneration Committee:

The Details of Nomination and Remuneration Committee for the year 2024-25 is as mentioned below:

a) Members of Committee:

The Composition of Nomination and Remuneration Committee as on 31.03.2025 is as under:

appointment and removal.

5. whether to extend or continue the term of appointment of the Independent Director, on the basis of the
report of performance evaluation of Independent Director.

6. recommend the Board, all remuneration, in whatever form, payable to Senior management.

7. make recommendations to the Board on the appointment of new Executive and Non-Executive
Directors, Key Managerial Personnel and other employees;

8. review the Board structure, size and composition, having regard to the principles of the Code;

9. assess nominees or candidates for appointment or election to the Board, determining whether or not such
nominee has the requisite qualifications and whether or not he/she is independent;

10. put in place plans for succession, in particular, for the Chairman of the Board and Chief Executive
Officer of the Company;

11. make recommendations to the Board for the continuation in services of any Executive Director who has
reached the age of 70 (Seventy) years;

12. recommend Directors who are retiring by rotation to be put forward for re-election;

13. decide whether or not a Director is able to and has been adequately carrying out his duties as a Director
of the Company, particularly when he has multiple Board representations;

14. recommend to the Board internal guidelines to address the competing time commitments faced by
Directors who serve on multiple boards;

15. qualifications, positive attributes and independence of a Director; for evaluation of performance of
Independent Directors and the Board of Directors;

16. recommend to the Board a framework of remuneration and specific remuneration packages for all
Directors of the Company, Key Managerial Personnel (KMP) and other Senior Management Personnel;

17. review the service contracts of the Executive Directors;

18. carry out its duties in the manner that it deems expedient, subject always to any regulations or
restrictions that may be imposed upon the NRC by the Board of Directors from time to time;

19. reviewing and enhancing on the compensation structure to incentive performance base for key
executives;

20. ensure that the remuneration packages are comparable within the industry and comparable Companies
and include a performance-related element coupled with appropriate and meaningful measures of
assessing individual Executive Director’s performance.

21. facilitate the transparency, accountability and reasonableness of the remuneration of Director and Senior
Management Personnel.

22. recommend to the Board a framework of remuneration for the Directors,

23. all aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses,
options and benefits-in-kind shall be covered by the Nomination and Remuneration Committee.

a. The details relating to remuneration of Directors, as required under SEBI (Listing Obligations and
Disclosure requirements) Regulations, 2015, as amended have been given under a separate heading,
viz. ‘Statement of Disclosure of Remuneration’ in this report.

b. Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by the Nomination and
Remuneration Committee on the basis of following criteria:

i. Qualification

ii. Experience

iii. Knowledge and Competency

iv. Fulfillment of functions and integrity including adherence to the Code of Conduct and Code of Independent
Directors of the Company, safeguarding of the confidential information and the interest of Whistle Blowers
under Vigil Mechanism, compliance with the policies and disclosure of interest and fulfillment of other
obligations imposed by the Law

v. Contribution and Initiative

vi. Availability, attendance, participation and ability to function as a team

vii. Commitment

viii. Independence

ix. Independent views and judgment and Guidance/ support to Management outside board

The search and nomination process for new Directors are through database of Independent Directors,
personal contacts and recommendations of the Director. NRC reviews and assess candidates before making
recommendation to the Board.

NRC also take the lead in identifying, evaluating and selecting suitable candidate for new Directorship. In
its search and selection process, NRC considers factors such as commitment and the ability of the
prospective candidate to contribute to discussions, deliberations and activities of the Board and Board
Committees.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Details of Stakeholders Relationship Committee for the year 2024-25 is as mentioned below:
a) Members of Committee:

The Composition of Stakeholders Relationship Committee as on 31.03.2025 is as under:

The status of shareholders’ complaints during the year under review (March 31, 2025) is given below: -

a) Brief terms of reference:

The Stakeholder’s Grievance & Relationship Committee specifically look into various aspects of interest of
shareholders, debenture holders and other security holder pertaining to the requests/complaints of the
shareholders related to transfer of shares, dematerialization of shares, non-receipt of annual accounts, non¬
receipt of dividend or revalidation of expired dividend warrants, recording the change of address,
nomination, etc. The role of the Stakeholders’ Relationship Committee has been specified in Part D of the
Schedule II of the Listing Regulations. It covers as under:

1. Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue
of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar& Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders of the company.

GENRAL MEETINGS

During the year 2024-25 Company has convened its 37^th Annual General Meeting on Saturday, September 28, 2024 at
12.00 p.m. through VC/OAVM.

Further, an Extra Ordinary General Meeting on the Requisition of Shareholder as per Section 100 of the Companies
Act, 2013 also convened and following are the details of such meeting:

On 25^th November 2024, Shaba Securities and Finin Services Private Limited, a shareholder holding 33.57% of the paid-
up share capital of Satiate Agril Limited, issued a requisition notice under Sections 100 and 160 of the Companies Act,
2013, proposing changes to the Board of Directors. The proposals included the appointment of Mr. Sudhir Jain as
Chairman and Managing Director, Mr. Kailash Chand Dhaksiya, and Mr. Samyak Jain as Non-Executive Non¬
Independent Directors, along with the removal of Mr. Utpalbhai D. Raval (Managing Director), Mr. Hargovindbhai
Sutariya (Executive Director), Mr. Pulkit Raghav, and Mrs. Pushpaben Patel (both Non-Executive Independent
Directors).

Due to the Company’s (Board of Directors) failure to act on the requisition within the statutory timeframe, the
requisitionist convened the Extraordinary General Meeting (EGM) independently and issued a fresh EGM notice dated
27^th January 2025, keeping the same agenda. The EGM was held on 22^nd February 2025, from 5:00 PM to 5:50 PM, at
101, Rajani Bhawan, Indore, Madhya Pradesh, and also via virtual conferencing. Mr. Ajit Jain, Practicing Company
Secretary, was appointed as the Scrutinizer. All seven resolutions proposed in the notice were duly passed with requisite
majority.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

On their appointment, Independent Directors are familiarized about the Company’s business and operations.
Interactions with senior executives are facilitated to gather insight specific to the Company’s operations. Detailed
presentations are made available to apprise about Company’s history, of their duties and responsibilities, rights, process
of appointment and evaluation, compensation, Board and Committee procedures and expectation of various
stakeholders. The details of familiarization programs as above are also disclosed on the website of the Company at the
link satiateagri.com

INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES:

The table containing the names and other particulars of employees in accordance with the provisions of Section
197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided as “Annexure- A” to the Board’s report.

None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per annum and Rs.8,50,000/-
or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which,
in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time
director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of
the equity shares of the company. Hence, no information is required to be furnished as required under Rule, 5(2) and
5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy, apart from
other Board businesses. The Board exhibits strong operational oversight with regular business presentations at
meetings. Only in the case of special and urgent business, should the need arise, Board’s approval is taken either by¬
passing resolutions through circulation or convening meetings at shorter notice, as permitted by the law.

During the Financial Year under review, the Board met 15 (Fifteen) times on 24^th April, 2024; 06^th May, 2025, 27^th
May, 2024; 19^th July, 2024, 14^th August, 2024, 05^th September, 2024, 14^th October,2024, 19^th October, 2024, 11^th

November, 2024, 13^th November, 2024, 15^th November, 2024 , 14^th February,2025 , 05^th March, 2025,10^th March,
2025 and 12^th March, 2025.The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 and Secretarial Standard-1 on Meetings of Board of Directors issued by the Institute of
Company Secretaries of India.

The names of members of the Board and their attendance at the Board Meetings are as under:

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

During the Company has Internal Financial Control with reference to the Financial Statements, the new management is
taking many steps to make Internal Financial Control more strong, adequate and proper.

CORPORATE SOCIAL RESPONSIBILITY

For the year under review the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 and the
Companies (Corporate Social Responsibility Policy) Rules 2014, are not applicable to the Company and hence the
Company has not constituted Corporate Social Responsibility (CSR) Committee and formulated Corporate Social
Responsibility Policy (CSR Policy).

STATUTORY AUDITORS AND STATUTORY AUDIT REPORT

AAAM and CO LLP, Chartered Accountants having registration number 008113C/C400292, had been appointed as
statutory auditor of the company for a first term of 5 (five) years in the 37th Annual General Meeting held for financial
year 2023-2024 on 28th September, 2024, however the statutory auditor vide its letter dated 15.05.2025, expressed
their unwillingness to continue as the Statutory Auditors of the Company due to demerger of their firm.

The Board of Directors of the Company on the recommendation of the Audit Committee, have recommended the
appointment of M/s. S. N. Gadiya & Co. Chartered Accountants, (Firm Registration No. 02052C), as the
Statutory Auditors of the Company to the Members at the 38^th Annual General Meeting of the Company for an initial
term of 5 years till the conclusion of 43^rd Annual General Meeting of the Company pursuant to Section 139 of the
Companies Act, 2013, forms part of the Notice calling 38^th Annual General Meeting of the Company. In this regard,
the Company has received a certificate to the effect that they satisfy the criteria provided under Section 141 of the Act
and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed
thereunder.

The notes referred to by the Auditors in their Report are self explanatory and hence do not require any explanation.
Further, there was no fraud in the Company, which was required to report by statutory auditors of the Company under
sub-section (12) of Section 143 of Companies Act, 2013

REPORTING OF FRAUD BY AUDITORS

During the period under review, the Statutory Auditors have not reported under Section 143(12) of the Companies Act,
2013, any instances of fraud committed against the Company, the details of which need to be mentioned in the Board’s
Report.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has
appointed M/s. Ajit Jain & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for
the financial year 2024-2025.

M/s. Ajit Jain & Co.,, Practicing Company Secretaries, Secretarial Auditors, is proposed to be appointed on the basis
of recommendation of Board of Directors as the Secretarial Auditors of the Company from the conclusion of this 38^th
Annual General Meeting till the conclusion of 43^rd Annual General Meeting of the Company pursuant to the
provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended and Section 204 of the Companies Act, 2013 and rules made thereunder, subject to approval of shareholder
of the company in the 38^th Annual General Meeting of the Company. Written consent of the Secretarial Auditors and
confirmation to the effect that they are eligible and not disqualified to be appointed as the Auditors of the Company in
the terms of the provisions of the Listing Regulations, the Companies Act, 2013 and the rules made thereunder.

SECRETARIAL AUDIT REPORT:

Section 204 of the Companies Act, 2013 inter-alia requires every listed Company to undertake a Secretarial Audit and
shall annex with its Board''s Report a Secretarial Audit Report given by a Company Secretary in practice in the
prescribed form.

Your Company has adopted an ongoing secretarial audit practice throughout the financial year and has placed its
periodic secretarial audit report before the Board. This approach has resulted in detecting areas of improvement early
and strengthened our level of compliance reporting.

The Secretarial Audit Report for the financial year 2024-2025 is annexed herewith as “Annexure B” forming part of
this report.

The comments referred by the Secretarial Auditors in their Report are self explanatory except the following:

DISTRIBUTION OF EQUITY SHAREHOLDING AND ITS PATTERN

Distribution of Equity Shareholding and its pattern as on 31st March, 2025 is as under:

Status of dematerialization of shares

The breakup of the equity shares held in dematerialized and physical form as on March 31, 2025 is as follows:

PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the code as per SEBI (Prohibition of Insider Trading) Regulations, 2015, as
amended from time to time; The Details of the said code is available on website of the Company.

ANNUAL RETURN

Pursuant to section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the draft Annual Return of the Company for the financial year ended
on March 31, 2025 in the prescribed Form MGT-7 is available on the Company’s website at satiateagri.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUT-GO

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology
for more efficient operations.

The particulars relating to the energy conservation, technology absorption, foreign exchange earnings and outgo, as
required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are
given in the Annexure C to this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Your Company is an equal opportunity employer and is committed to ensuring that the work environment at all its
locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the
dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are
strictly prohibited.

In accordance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the
Company has formed an Anti-Sexual Harassment Policy and has complied with provisions relating to the constitution
of Internal Committee. This policy offers comprehensive protection to all the employees (permanent, Contractual,
temporary and trainees). The Internal Complaints Committee redresses the complaints pertaining to sexual harassment
and any complaint which is received by the Committee is dealt with appropriate sensitivity and confidentiality in the
most judicious and unbiased manner within the time frame as prescribed by the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and addressed by the Company during the
Financial Year 2024-25:

• No. of complaints at the beginning of the year: Nil

• No. of complaints received during the year: Nil

• No. of complaints disposed of during the year: Nil

• No. of complaints at the end of the year: Nil

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

Pursuant to the provisions of the Companies (Accounts) Rules, 2014, the Company confirms compliance with the
applicable provisions of the Maternity Benefit Act, 1961 including but not limited paid maternity leave and nursing
breaks, work from home provisions(where applicable), creche facility (where required) and protection against
dismissal during maternity leave.

The Company is deeply committed to promoting women’s empowerment through progressive policies, leadership
opportunities, and continuous support for work-life balance. Regular reviews ensure that our practices align with both
legal standards and our core values of equality and inclusivity to fostering a compliant, equitable and employee-
friendly environment in line with intent and spirit of the Maternity Benefit Act, 1961.

RISK MANAGEMENT

The Company has formulated and implemented an effective risk management framework aligned with the risk
management policy which encompasses practices relating to identification, assessment, monitoring and mitigation of
various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse
impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE
ACCOUNT

LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The Company has not given any loans, made investment or given guarantee or security in violation of Section 186 of the
Act, during FY 2024-25.

CHANGE IN REGISTRED OFFICE

The Company has changed its registered office from ‘Cabin No. 1, Shop No. 6, Scheme No-71,Sec C Vikram Squre,
Indore, Sudama Nagar, Indore, Madhya Pradesh, India, 452009’ to ‘31 SNEH NAGAR, F. NO. 18 VATSALAY
CHAMBER, Indore G.P.O., Indore, Indore, Madhya Pradesh, India, 452001’ w.e.f. 02.09.2025.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in
the ordinary course of the business. There are no materially significant related party transactions made by the

Company with the related parties and/or Promoters, Key Managerial Personnel or other designated persons which may
have potential conflict with interest of the Company at large.

The Related Party Transactions are placed before the Audit Committee for review and approval as per the terms of the
Policy for dealing with Related Parties. Prior omnibus approval of the Audit Committee is obtained on a quarterly
basis for transactions which are foreseen and of repetitive nature. The statement containing the nature and value of the
transactions entered into during the quarter is presented at every subsequent Audit Committee meeting by the CFO for
the review and approval by the Committee. Further, transactions proposed in subsequent quarter are also presented.
Besides, the Related Party Transactions are also reviewed by the Board on an annual basis. Disclosure of particulars of
contracts/arrangements entered into by the Company with related parties referred to in section 188(1) of the Companies
Act, 2013 as required under Form AOC-2 is not applicable to the company.

Further all the necessary details of transactions entered with the related parties are mentioned in the Note No. 24 of the
Financial Statements for the Financial Year ended on March 31, 2025.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India. The Board has implemented a robust system to ensure ongoing compliance with the provisions of all applicable
Secretarial Standards and that such systems are adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

During the period under review, no significant and material orders have been passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company and its future operations.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

As per Section 177(9) of the Companies Act, 2013 and Listing Regulation the Company is required to establish an
effective Vigil Mechanism for Directors and employees to report genuine concerns about unethical behavior, actual or
suspected fraud or violation of the Company’s Code of Conduct.

The Company as part of the ‘vigil mechanism’ has in place a Board approved ‘Whistle Blower Policy’ to ensure that
genuine concerns are properly raised and addressed and recognized as an enabling factor in administrating good
governance practices. The Whistle Blower Policy has been placed on the website of the Company and can be accessed
at satiateagri.com.

This vigil mechanism of the Company is overseen by the Ethics Officer and provides adequate safeguard against
victimization of employees and directors and also provides direct access to the Ethics Officer in exceptional
circumstances. Further, no personnel have been denied access to the Ethics Officer.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the Financial Year under review, the Company has neither made any application nor any proceeding is pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

HUMAN RESOURCES

The Company believes that its employees are its biggest asset. The workforce at the Company has a right blend of
youth and experience and the success of organization is based on the capabilities, passion and integrity of its people.
The Company continues to attract and retain talent that focuses on sustained superior performance, provide them
opportunities to learn, realize their true potential and contribute positively to the success of the Company.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS/SWEAT EQUITY SHARES/
EMPLOYEE STOCK OPTION SCHEME

At the beginning of the year, there were no Equity shares with differential voting rights or sweat equity shares or

employee stock option scheme outstanding.

During the year, the Company has not issued any equity shares with differential voting rights or sweat equity shares or
shares under employee stock option scheme. Hence, disclosures regarding the same are not required to be given.

CORPORATE GOVENRANCE REPORT:

The compliance with the Corporate Governance provisions as specified in regulations 17 to 27 and Clause (b) to (i) of
Sub- regulation (2) of regulation 46 and para-C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015 is not applicable to your Company. Accordingly, the information required under
said clauses are not furnished hereafter.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 (Listing Regulations) is attached as Annexure D forming part of this
Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135(1) of the of the Companies Act, 2013 read with Rule 9 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, are not applicable to the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best
of their knowledge and belief, confirm 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 judgements and estimates made
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 and loss of the Company for that period;

c) the directors had 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;

e) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively; and

f) the Directors had laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and operating effectively.

LISTING OF SECURITIES IN STOCK EXCHANGES:

The Company’s Equity Shares are presently listed on BSE Limited.

INTERNAL AUDITOR:

The Company has appointed Mr. Jai Kumar Doshi, Indore as Internal Auditor as per the requirement of section 138 of
the Companies Act,2013.

COST AUDITOR:

During the period under review, the Company is not required to maintain the cost records as per the provisions of
Section 148 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE
END OF THE FINANCIAL YEAR AND DATE OF REPORT:

During the year an Extra-Ordinary General Meeting (EGM) on requisition of the Company was duly convened on

Saturday, February 22, 2025. The shareholders removed old management and appoint new directors in the Company. The
previous management was found to be non-adherent to various statutory and regulatory compliances, resulting in
multiple instances of non-compliances. The new management has taken control over the Company after the financial year
end date and the new management has taken cognizance of these lapses and is fully committed to regularizing the affairs
of the Company. Steps are being undertaken to identify and rectify all such non-compliances, including the payment of
existing penalties and submission of necessary filings and disclosures. The new management is proactively working
towards bringing the Company into full compliance and ensuring good governance practices are maintained henceforth

PERFORMANCE EVALUATION OF DIRECTORS, BOARD AND COMMITTEES:

A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was
led by Nomination & Remuneration Committee, the evaluation was done using individual interviews covering amongst
other vision, strategy and role clarity of the Board. Board dynamic and processes, contribution towards development of
the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance
& structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.

As part of the evaluation process the performance of non-independent Directors, the Chairman and the Board was
done by the Independent Directors. The performance evaluation of the respective Committees and that of independent
and non-independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed
satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection
and appointment of Directors, Senior Management and their remuneration.

The Company’s policy on Director’s appointment and remuneration and other matters provided in Section 178(3) of the
Act has been enclosed separately as Annexure E to this Report.

The Nomination and Remuneration Policy of the Company is also posted on the website of the Company under
Investors Section.

OTHER DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were
no transactions on these items during the year under review:

• The Company has not issued any equity shares with differential rights as to dividend, voting or
otherwise.

• There were no mergers/acquisitions during the year.

• The Company has no outstanding GDRs/ADRs/Warrants/ Options or any convertible instruments as
on 31^st March 2025.

• The Company does not trade in commodities. The Commodity price risk and commodity hedging
activities are not applicable to the Company.

• List of all credit ratings obtained by the entity along with any revisions thereto during the relevant
financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or
proposal of the listed entity involving mobilisation of funds, whether in India or abroad : Not
Applicable

• The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished.

• No significant and material orders have been passed by any Regulators or Court or Tribunal which can

have an impact on the going concern status and the Company’s operation in future.

• There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule
16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

• The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, as amended, is not applicable to your
Company for the financial year ending March 31, 2025.

• No Buyback of Securities taken place during the year under review.

• During the year under review, the Company has not failed to implement any Corporate Actions within the
specified time limit.

• Pursuant to Regulation 30A read with clause 5A to Para A of Part A of Schedule III of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 15 as amended, The Company does not have any
agreement which impact the management or control of the Company.

• In terms of Section 131 of the Companies Act, 2013, the Financial Statements and Board’s Report are in
compliance with the provisions of Section 129 or Section 134 of the Companies Act, 2013 and that no
revision has been made during any of the three preceding financial years.

• Disclosures on materially significant related party transactions that may have potential conflict with the
interests of listed entity at large:

All the Related Party Transactions are entered on arm’s length basis, in the ordinary course of business
and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing
Regulations. There are no materially significant Related Party Transactions made by the Company
with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with
the interest of the Company at large.

Kindly refer to the notes forming part of accounts for the details of Related Party Transactions.

• Details of establishment of vigil mechanism / whistle blower policy, and affirmation that no personnel
has been denied access to the audit committee:

The Company has implemented a Whistle Blower Policy covering the employees. The Policy enables
the employees to report to the management instances of unethical behavior, actual or suspected fraud
or violation of the Company’s code of Conduct. Employees can lodge their Complaints through
anonymous emails besides usual means of communications like written complaints. No personnel have
been denied access to the Audit Committee.

• Compliance with Mandatory/Non-mandatory requirements:

The Company has complied with the mandatory requirements as stipulated under the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, as amended and the status of non¬
mandatory (discretionary) requirements are given below:

1. Chairman is elected in Meeting.

2. In view of publication of the financial results of the Company in the newspapers having wide
circulation and dissemination of the same on the website of the Stock Exchange.

3. The Company’s financial statements for the financial year 2024-2025 have been accompanied with
unmodified opinion - both on quarterly and yearly basis.

4. The Chairman is elected in Meeting. No Managing Director in the Company.

5. The Company has complied with the requirements of the regulatory authorities on capital market and
no penalties have been imposed against it in the last three years.

6. The Company has appointed Sanju Choudhary, Company Secretary as the Nodal Officer for the

purpose of verification of claims filed with the Company in terms of IEPF Rules and for co-ordination
with the IEPF Authority. The said details are also available on the website of the Company.

CAUTIONARY STATEMENT

The Statement made in this Report and Management and Discussion and Analysis Report relating to the Company’s
objective, projections, outlook, expectations and others may be “forward looking statements” within the meaning of
applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors
could make difference to the Company’s operations that may be, due to change in government policies, global market
conditions, foreign exchange fluctuations, natural disasters etc.

ACKNOWLEDGEMENT

The directors take this opportunity to place on record their gratitude for the support Registrar of Companies, other
regulatory and Government Bodies, Company’s Auditors, Customers, Bankers, Promoters and Shareholders.

The Board also wishes to place on record its appreciation and sincerely acknowledge the contribution and support
from shareholders for their support.

By and order of the Board of Directors
For Satiate Agri Limited

Place: Indore
Date:

SUDHIR JAIN
MANAGING DIRECTOR
DIN: 00046442

Registered Office: 31 SNEH NAGAR, F. NO. 18
VATSALAY CHAMBER, Indore G.P.O., Indore,

Madhya Pradesh, India, 452001
CIN: L24111MP1986PLC003741
Email: [email protected]
Website: www.satiateagri.com

1

Mrs. Pushpaben Patel has resigned from office w.e.f. 23.08.2025

The Audit Committee met four times during the year 2024-2025, held its meetings on 27.05.2024; 14.08.2024;
13.11.2024; and 14.02.2025 and the gap between two meetings did not exceed one hundred and twenty days.

The Company Secretary is the Secretary of the Committee.

Committee invites such of the executives as it considers appropriate, representatives of the statutory auditors and
internal auditors, to be present at its meetings.

b. Brief terms of reference:

1. Oversight of the Company’s financial reporting process and the disclosure of its financial information
to ensure that the financial statement is correct, sufficient and credible;

2. Recommend the appointment, remuneration and terms of appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditors’ report thereon
before submission to the board for approval, with particular reference to:

i. Matters required to be included in the directors’ responsibility statement to be included in the
board’s report in terms of clause (c) of sub-section 3 of section 134 of the Act,

2

Mrs. Pushpaben Patel has resigned from office w.e.f. 23.08.2025

The Nomination and Remuneration Committee met five times during the year 2024-2025, held its meetings on
24.04.2024, 19.07.2024, 14.10.2024, 22.02.2025,10.03.2025.

b. Brief terms of reference:

1. formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board of Directors a policy relating to, the remuneration of the Directors,
Key Managerial Personnel and other employees;

2. formulation of criteria for evaluation of performance of Independent Directors and the Board of
Directors;

3. devising a policy on diversity of Board of Directors;

4. identifying persons who are qualified to become Directors and who may be appointed in Senior
management in accordance with the criteria laid down, and recommend to the Board of Directors their

3

Mrs. Pushpaben Patel has resigned from office w.e.f. 23.08.2025

The Stakeholders Relationship Committee met four times during the year 2024-2025, held its meetings on
24.04.2025, 14.08.2024, 15.11.2024 and 14.02.2025.

4

Jayeshbhai Poptbhai Patel appointed on 10.03.2025 and has resigned w. e.f. 23.08.2025

# Khodidas Moghriya appointed on 10.03.2025 and has resigned w.e.f. 25.08.2025

Your directors have pleasure in presenting their 37^th Annual Report on the business and operations of the
Company together with its Audited Accounts for the year ended March 31, 2024. The Management Discussion
and Analysis is also included in this Report.

1. FINANCIAL RESULTS:

The highlights of the financial results of the Company for the financial year ended March 31, 2024 are as under:

(Rs. In

Lacs)

2. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF
COMPA- NY’S AFFAIR:

During the year under review the total income was Rs. 20.40 Lacs as compared to Rs.9234.58 Lacs of the
previous Year 2023-24. After making all necessary provisions for current year and after taking into account the
current year net profit and total provisions for taxation, the surplus carried to Balance Sheet is Rs. (236.14)
Lacs. The Promoters, Board of Directors and entire management team are putting their stern effort to come out
from the adverse financial circumstances and to achieve targeted turnover in the segment of agriculture projects.

3. CHANGE IN THE NATURE OF BUSINESS:

During the year, the company has not changed its business.

4. CHANGE OF NAME:

Company has changed their name from Shaba Chemicals Limited to Satiate Agri Limited w.e.f. August 08,
2023.

5. CHANGE OF REGISTERED OFFICE:

During the year the Company has changed its registered office from 101, Rajani Bhawan, 569/2 M G Road,
Indore-452001, Madhya Pradesh to 1 Cabin No.2, Shop No. 6, Scheme No-71 Sec C Vikram Squre, Sudama
Nagar, Indore-452009 w.e.f. October 17, 2023.

6. DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:

The Company does not have any shares in the demat suspense account or unclaimed suspense account. Hence,
Disclosures with respect to demat suspense account/ unclaimed suspense account are not required to mention
here.

7. FINANCE:

The Company has not borrowed loan from any Bank during the year under review.

8. SHARE CAPITAL:

The paid-up Equity Share Capital as on March 31, 2024 was Rs. 2,91,63,500.

A) Allotment of equity shares pursuant to conversion of convertible warrants:

During the year under review, the Company has not issued equity shares.

B) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

C) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

D) Issue of employee stock options:

During the year under review, the Company has not issued any employee stock options.

E) Provision of money by company for purchase of its own shares by employees or by trustees for the
benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees
for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures)
Rules, 2014 are not required to be disclosed.

9. DIVIDEND:

The Board of Director of the company has not recommended dividend for the financial year 2032-24.

10. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES
AND JOINT VENTURE COMPANIES:

The Company has no subsidiaries, Associates and Joint Venture Companies.

11. DIRECTORS AND KMP:

a) Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company.

b) Director:

The following are the Director of the Company.

c) Appointment/Re-appointment:

• Pursuant to the provisions of Section 152 and other applicable provisions if any, of the Companies Act,
2013, Mr. Hargovindbhai Sutariya (DIN: 10195414), Director of the Company is liable to retire by
rotation at the forthcoming Annual General Meeting and he is being eligible offers himself for re¬
appointment.

d) Changes in Directors and Key Managerial Personnel:

During the year and up to this AGM, the following changes occurred in the Composition of Board Directors
due to Appointments and Resignations of Directors and KMP:

e) Declaration by an Independent Director(s) and reappointment, if any:

All Independent Directors have given declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code of Conduct for Independent Directors prescribed in
Schedule IV of the Companies Act, 2013 and the Code of conduct formulated by the Company as hosted on
the Company’s Website i.e., www .shabachemicalslimited.in

12. ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013
read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the draft Annual
Return of the Company for the Financial Year ended on 31 March 2024 in Form MGT-7 is uploaded on
website of the Company and can be accessed at www.shabachemicalslimited.in

13. INVESTOR EDUCATION AND PROTECTION FUND (“IEPF”)

There were no amounts which were required to be transferred to the Investor Education and Protection Fund
by the Company.

14. NUMBER OF MEETINGS OF THE BOARD:

During the year the Board of Directors met eight times (08). The details of the board meetings are as under.

The Board of Directors of the Company were present at the following Board Meeting held during the year
under review:

15. DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them,
your Directors made the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a. That in the preparation of the annual financial statements for the year ended March 31, 2024, the
applicable accounting standards have been followed along with proper explanation relating to material
departures, if any;

b. That such accounting policies have been selected and applied consistently and judgment and estimates
have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c. That proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities;

d. That the annual financial statements have been prepared on a going concern basis.

e. That proper internal financial controls were in place and that the financial controls were adequate and
were operating effectively;

f. That system to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.

16. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS
BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS
COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirement), Regulations, 2015, the Board has carried out an annual performance evaluation of its own
performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and
Remuneration Committees.

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of
its committees and individual Directors, including the Chairman of the Board. The exercise was carried out
through a structured evaluation process covering various aspects of the Boards functioning such as
composition of the Board & committees, experience & competencies, performance of specific duties &
obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual
Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at
the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and
the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied
with the evaluation results, which reflected the overall engagement of the Board and its Committees with the
Company.

17. DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended March 31, 2024. This is also being
supported by the report of the auditors of the Company as no fraud has been reported in their audit report for
the financial year ended March 31, 2024.

18. BOARD’S COMMENT ON THE AUDITORS’ REPORT:

There were no qualifications, reservations or adverse remarks made by Auditors in their respective reports.
Observation made by the Statutory Auditors in their Report are self-explanatory and therefore, do not call for
any further comments under section 134(3)(f) of the Companies Act, 2013.

19. AUDITORS:

A. Statutory Auditors:

In terms of Section 139 of the Companies Act, 2013 (“the Act”), and the Companies (Audit and Auditors)
Rules, 2014, made thereunder, the present Statutory Auditors of the Company M/s. A A A M & CO LLP,
Chartered Accountants (FRN: 038189N), has been appointed. confirmed and ratified as the Statutory
Auditors of the Company for the financial year 2024-25, to fill the casual vacancy caused due to the
resignation of M/s. Sanket Shah, Chartered Accountants (M. No.: 150873, FRN. 006103C), to hold office
from August 14, 2024 till the conclusion of the 37^th Annual General Meeting, duly recommended by the
Audit Committee of the Company.

Further, M/s. A A A M & CO LLP, Chartered Accountants (FRN: 038189N), is required to appoint as the
Statutory Auditors of the Company, for the term of 5 years from the conclusion of this 37^th Annual
General Meeting until the conclusion of the 42^nd Annual General Meeting to be held in the year 2029 on
such remuneration plus applicable taxes, and out of pocket expenses, as may be recommended by the
Audit Committee and as may be mutually agreed between the Board of Directors of the Company and the
Statutory Auditors from time to time.

B. Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed PCS Rupal Patel,
Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial
Audit Report is annexed herewith as “Annexure -A”.

Reply for qualification Remark in Secretarial Audit Report:

20. AUDIT COMMITTEE:

The Audit Committee of the Board of Directors of the Company comprises 3 (three) Members. as well as
those in section 177 of the Companies Act, 2013 and include the reviewing of quarterly, half-yearly and
annual financial statements before submission to the Board, ensure compliance of internal control systems and
internal audit, timely payment of statutory dues and other matters.

During the year under review, 5 meetings of the committee were held 26/05/2023, 14/08/2023, 18/08/2023,
03/11/2023 and 14/02/2024. The composition of committee and attendance at its meetings is given below:

The Board accepted the recommendations of the Audit Committee whenever made by the Committee during
the year.

21. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the company have constituted a Nomination & Remuneration Committee of
Directors mainly for the purposes of recommending the Company’s policy on Remuneration Package for the
Managing/Executive Directors, reviewing the structure, design and implementation of remuneration policy in
respect of key management personnel.

The Nomination & Remuneration Committee consisted of 3 members. During the year under review, 02
(Two) meetings of the committee were held on 13/06/2023, 14/08/2023, 18/08/2023, 31/01/2024 and
28/03/2023. The name of members, Chairman and their attendance at the Remuneration Committee Meeting
are as under Committee of Board:

22. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consisted of 3 members. During the year under review, 5 meetings
of the committee were held 07/04/2023, 07/07/2023, 18/08/2023, 11/10/2023 and 04/01/2024. The name of
members, Chairman and their attendance at the Stakeholders Relationship Committee are as under Committee
of Board:

The status of shareholders’ complaints during the year under review (March 31, 2024) is given below: -

Compliance Officer:

Ms. Sanju Chaudhary, is Compliance Officer of the company for the purpose of complying with various
provisions of Securities and Exchange Board of India (SEBI), Listing Agreement with Stock Exchanges,
Registrar of Companies and for monitoring the share transfer process etc.

a) Share Transfer System:

All the transfers are received and processed by share Transfer agents and are approved by share
transfer committee. Share Transfer requests received in physical form are registered within 30
days and demat requests are confirmed within 15 days.

b) Dematerialization of shares and liquidity:

Details of Registrar and Share Transfer agent of the Company for dematerialization of shares:
Name : Skyline Financial Services Pvt Ltd

Address : D-153 A, 1st Floor,

Okhla Industrial Area

Tel : 011-26812682

Email : [email protected]

23. TRANSFER TO RESERVES:

Out of the profits available for appropriation, no amount has been transferred to the General Reserve and the
balance amount of Rs. (11.78)/- lacs has been carried forward to profit & loss account.

24. DEPOSITS:

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue
deposits as at March 31, 2024.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statements in compliance with the provisions of
section 186 of the Companies Act, 2013.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The company has not entered into any contracts or arrangements with related party during the year under
review.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators /Courts which would impact the going
concern status of the Company and its future operations.

28. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the
Company, which are pending (except the previous years which was already disclosed) under the Insolvency
and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts

29. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans from the Bank or Financial
Institutions.

30. WEBSITE OF YOUR COMPANY

Your Company maintains a website www.shabachemicalslimited.in where detailed information of the
Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 has been provided.

31. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 to BSE Limited where
the Company’s Shares are listed.

32. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own
performance, the directors individually as well as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance Committees.

33. CORPORATE SOCIAL RESPONSIBILITY:

As per SEBI circular no: CFD/POLICYCELL/7/2014 dated 15^th September, 2014, (Regulation 27(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not be mandatory to the following
class of companies:

Companies having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25
crore, as on the last day of the previous financial year;

Provided that where the provisions of (Regulation 27(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 becomes applicable to a company at a later date, such company shall comply
with the requirements of (Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 within six months from the date on which the provisions became applicable to the company.

Accordingly, it may be noted that the paid-up share capital of the Company is below Rs. 10 crore and Net
Worth of the Company has not exceeded Rs.25 crore, as on 31^st March, 2024 and hence Corporate Governance
is not applicable to the Company.

34. BUSINESS RISK MANAGEMENT:

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs
will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to
implement business strategies, the manner in which the company operates and reputation as “Risks”. Further
such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is
carried out to identify, evaluate, manage and monitoring all the three types of risks.

35. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. During the year under review, the company retained external audit firm to review its existing
internal control system with a view of tighten the same and introduce system of self-certification by all the
process owners to ensure that internal controls over all the key business processes are operative. The scope and
authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in
the Company, its compliance with operating systems, accounting procedures and policies at all locations of the
Company and its subsidiaries. Based on the report of internal audit function, process owners undertake
corrective action in their respective areas and thereby strengthen the controls. Significant audit observations
and corrective actions thereon are presented to the Audit Committee of the Board.

36. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate and proper internal financial controls with reference to the Financial Statements
during the year under review.

37. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and
mismanagement.

38. EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its
sincere appreciation of the devoted efforts of all employees in advancing the Company’s vision and strategy to
deliver good performance.

39. NOMINATION & REMUNERATION POLICY OF THE COMPANY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy
is stated in the Corporate Governance Report and is also available on the Company’s website at
www.shabachemicalslimited.in.

40. CORPORATE GOVERNANCE

The paid-up share capital and net worth is below the prescribed limit for mandatory applicability of Corporate
Governance Report so the Company has decided not to opt for the time being.

41. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31^st March,
2024 and marked as “ANNEXURE-B”

42. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

During the year conservation of energy, technology absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies
(Accounts) Rules, 2014, is nil.

43. MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT:

There are no material changes and commitments, affecting the financial position of the Company which has
occurred between the end of financial year as on 31^st March, 2024 and the date of Director’s Report.

44. PARTICULARS OF EMPLOYEES:

The table containing the names and other particulars of employees in accordance with the provisions of
Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided as “Annexure- C” to the Board’s report.

None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per annum and
Rs.8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year
or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing
director or whole-time director or manager and holds by himself or along with his spouse and dependent
children, not less than two percent of the equity shares of the company. Hence, no information is required to
be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

45. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual
harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2023-24, the company has not received any complaints on sexual harassment and
hence no complaints remain pending as of March 31, 2024.

46. SECRETARIAL STANDARDS:

The Directors State that applicable Secretarial Standards - 1, 2, 3 and 4 issued by the Institute of Company
secretaries of India relating to ‘Meetings of the Board of Directors’ and General Meetings’ and ‘Report of the
Board of Directors’ respectively, have been duly followed by the Company.

47. PREVENTION OF INSIDER TRADING:

In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulation, 2015 which came into
effect from May, 2015. Pursuant thereto, the Company has formulated and adopted a new code for Prevention
of Insider Trading.

The New Code viz. “Code of Internal Procedures and Conduct for regulating, Monitoring and reporting of
Trading by Insiders” and “Code of Practices and Procedures for fair Disclosure of Unpublished price Sensitive
Information” has been framed and adopted. The Code requires pre-clearance for dealing in the Company’s
shares and prohibits purchase or sale of Company shares by the Directors and 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 Company is Responsible for implementation of the Code.

48. ACKNOWLEDGMENT:

Your Directors acknowledge thanks ton to the various Central and State Government Departments,
Organizations and Agencies for the continued help and co-operation extended by them. The Directors also
gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and
other business partners for the excellent support received from them during the year. The Directors place on
record their sincere appreciation to all employees of the Company for their unstinted commitment and
continued contribution to the Company.

By Order of the Board of Directors
For Satiate Agri Limited
(Formerly known as Shaba Chemicals Limited)

Place: Indore Sd/-

Date: 05/09/2024 Utpalbhai Raval

Managing Director
DIN: 08498407

Registered Office:

1 Cabin No. 1, Shop No. 6, Scheme No-71,

Sec C Vikram Squre, Sudama Nagar,

Indore-452009, Madhya Pradesh
CIN: L24111MP1986PLC003741
Email: [email protected]
Website: www.shabachemicalslimited.in

Dear Members

The Directors are pleased to present their 27th Annual Report together with the audited accounts of the Company for the year ended on 31st March 2014 along with the Report of the Auditors thereon.

FINANCIAL RESULTS

Year Ended Year Ended 31st March ,2014 31st March ,2014 (Rs. In Lacs) (Rs. In Lacs)

Turnover 0 0

Other Income 1.39 1.18

Profit / (Loss) before 0.6 .16 Depreciation

Less: Depriciation

Income Tax Earlier Years

Net profit(Loss) For the year .06 .16

DIVIDEND

There is no distributable profit for the year so your Directors do not recommended any dividend for the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion & analysis report , as required under the listing agreement with the Stock Exchanges is enclosed at Annexure ''A''.

PUBLIC DEPOSITS

During the year under review the company has neither accepted nor invited any public deposits within the meaning of section 73 of the companies Act, 2013 read with the companies (Acceptance Of Deposits) rules2014. Also there are no outstanding Public Deposits.

OPERATION

The management has suspend the production from April, 1998 because of the actual financial crisis and liquidity crunch which compelled the management to retrench the workers and the staff and surrender the power, connection. The production has not been resuming during the year.

DIRECTOR

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sangeeta Neema ,the Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

In accordance with Section 149 and other applicable provisions of the Companies Act, 2013, your directors Mr. Indra Kumar Mahajan and Mr. Bharat Kumar Neema (Already existing Independent non executive Director and retired by rotation offer himself for the same) are seeking appointment as Independent Director for a term of five consecutive years upto September 30th, 2019.Details of the proposal for the appointment of Mr. Indra Kumar Mahajan and Mr. Bharat Neema l are mentioned in the Explanatory Statement under Section 102 of the Companies Act 2013 of the Notice of the 27th Annual General Meeting.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the director to the best of their knowledge and belief confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures.

ii) The Directors have selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March 2014 and of the profit/loss of the Company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts for the year ended 31st March 2014 on as a going concern basis.

GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken the Green initiative in Corporate Governance by allowing paperless compliances by Companies through electronic mode. The Company supports the Green initiative and has accordingly decided to send all communications to its shareholders to their respective registered e- mail addresses. Hence, the Company appeals to its shareholders who are yet to register their e-mail addresses that they take necessary steps for registering same so that they can also become a part of the initiative and contribute towards a Greener environment.

Auditors And Auditors Report:

M/s. S.N. Kabra & Co, Chartered Accountants, the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. S.N. Kabra & Co. as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the thirtieth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

The Notes on Accounts referred to in the Auditor Report are self explanatory and there fore do not call of any further comments.

COMPLIANCECERTIFICATE:

In the terms of the provisions of Section 3 83A of the Companies Act, 1956, Compliance Certificate from M/s K.G. Mujawadia & Associates , Company Secretaries, 410, Ashirwad Appartment, 37 Kailash Park ColonyNear Gita Bhawan, Indore . The report being self explanatory needs no comments.

PARTICULARS OF EMPLOYEES

There was no employee during the period drawing remuneration attracting the provisions of section 217(2A) of the Companies Act,1956 read with the Companies(Particulars Of Employees) Rules,1975.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and endeavors to maximuisze the wealth of shareholders by managing the affairs of the company with a pre-eminent level of accoumabiilty, transparency and integrity.

A report on Coiporate Governance as required under clause 49 of the Listing Agreement is attached.

LISTING AT STOCK EXCHANGES.

The equity shares of the company continue to be listed at Bombay Stock Exchange Ltd. (BSE) and Madhya Pradesh Stock Exchange (MPSE), Indore and ASE. The Company has paid the annual Listing Fee for the financial year 2013-14 to Bombay Stock Exchange Ltd.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company has suspended production since April 1998, hence statement in accordance with the provision 271(1) (e) of the companies Act, 1956 read with the Companies (Disclosure of particulars in the report of board of directors) Rules 1988; regarding conservation of energy is not furnished.

FORIGN EXCHANGE EARNINGS AND OUTGO

There is no exchange earnings and Outgo during the year.

AUDIT COMMITTEE

As per the provisions of the Companies Act, 2013 and amended Listing Agreement with the Stock Exchanges, the Audit Committee of the company comprised of two non-executive independent Directors. Further, Chairman of the Audit Committee is an independent Director.

Name Of Directors Categories

Mrs. Sangeeta Neema Women Director

Mr. Bharat Neema (Chairman) Non-Executive & Independent Director

Mr. Ritesh Jain Whole Time Director & Executive Director

Mr. Jaikishan Neema Non-Executive & Independent Director

EMPLOYEES PARTICULARS

During the year there were no employee drawing remuneration in excess of ceiling provided Under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, hence prescribed particulars have not been furnished.

PERSONNEL

The workers and the staff of the Company have been retrenched since June 1998 due to acute financial crisis and there are no workers or the staff members on the Company''s payroll.

ACKNOWLEDGEMENT

Your Directors acknowledge with thanks the faith reposed by the shareholders in the company and look forward to their continued support from time to time.

For and on be half-of the Board Place: Indore SHABA CHEMICALSLIMITED Date: 11.05.2014

Mr. Ricesh Jain (W T Director) Sd/-

Mrs. Sangeeta Neema (Director) Sd/-

To, The Members of SHABA CHEMICALS LIMITED

The Directors are pleased to present their 26th Annual Report together with the audited accounts of the Company for the year ended on 31st March 2012 along with the Report of the Auditors thereon.

FINANCIAL RESULTS

Year Ended Year Ended 31st March, 2013 31st March, 2012 (Rs. In Lacs)(Rs. In Lacs)

Turnover 0 29.74

Other Income 1.18 1.12

Profit / (Loss) before .16 .09

Depreciation

Less: Depriciation

Income Tax Earlier Years

Net profit(Loss) For the year .16 .09





DIVIDEND

There is no distributable profit for the year so your Directors do not recommended any dividend for the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion & analysis report , as required under the listing agreement with the Stock Exchanges is enclosed at Annexure ‘A’.

PUBLIC DEPOSITS

During the year under review the company has neither accepted nor invited any public deposits within the meaning of section 58A of the companies Act, 1956 rea with companies (Acceptance Of Deposits) rules1975. Managing also there are no outstanding Public Deposits.

OPERATION

The management has suspend the production from April, 1998 because of the actual financial crisis and liquidity crunch which compelled the management to retrench the workers and the staff and surrender the power, connection. The production has not been resuming during the year.

DIRECTOR

Mr. Rajkumar Jain Director of the Company retires by rotation at the ensuing Annual General Meeting and Mr. Bharat Neema (Chartered Accountant) proposed to be appointed as Director in forthcoming Annual General Meeting.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the director to the best of their knowledge and belief confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures.

ii) The Directors have selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March 2013 and of the profit/loss of the Company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts for the year ended 31st March 2013 on as a going concern basis.

GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken the Green initiative in Corporate Governance by allowing paperless compliances by Companies through electronic mode. The Company supports the Green initiative and has accordingly decided to send all communications to its shareholders to their respective registered e- mail addresses. Hence, the Company appeals to its shareholders who are yet to register their e-mail addresses that they take necessary steps for registering same so that they can also become a part of the initiative and contribute towards a Greener environment.

Auditors And Auditors Report:

M/s. S.N. Kabra & Co., Chartered Accountants are statutory auditors of the Company for the financial year 2012-13. The Board of Directors of the Company has decided that the appointment of statutory auditors should be done on a rotational basis.

The Notes on Accounts referred to in the Auditors’ Report are self explanatory and therefore do not call for any further comments.

COMPLIANCECERTIFICATE:

In the terms of the provisions of Section 383A of the Companies Act, 1956, Compliance Certificate from M/s K.G. Mujawadia & Associates , Company Secretaries, 410, Ashirwad Appartment, 37 Kailash Park ColonyNear Gita Bhawan, Indore . The report being self explanatory needs no comments.

PARTICULARS OF EMPLOYEES

There was no employee during the period drawing remuneration attracting the provisions of section 217(2A) of the Companoies Act,1956 read with the Companies(Particulars Of Employees) Rules,1975.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and endeavors to maximize the wealth of shareholders by managing the affairs of the company with a pre-eminent level of accountability, transparency and integrity. A report on Corporate Governance as required under clause 49 of the Listing Agreement is attached.

LISTING AT STOCK EXCHANGES:

The equity shares of the company continue to be listed at Bombay Stock Exchange Ltd. (BSE) and Madhya Pradesh Stock Exchange (MPSE), Indore. The Company has paid the annual Listing Fee for the financial year 2012-13 to Bombay Stock Exchange Ltd.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company has suspended production since April 1998, hence statement in accordance with the provision 271(1) (e) of the companies Act, 1956 read with the Companies (Disclosure of particulars in the report of board of directors) Rules 1988; regarding conservation of energy is not furnished.

FORIGN EXCHANGE EARNINGS AND OUTGO

There is no exchange earnings and Outgo during the year.

AUDIT COMMITTEE

As per the provision of the companies act,1956 and Listing Agreement with the stock Exchange, The Audit Committee of the Company is comprised of two Non-executive Director’s

Name Of Directors Categories

Mrs. Sangeeta Neema (Chairman) Non-Executive & Independent Director

Mr. Rajkumar Jain Non-Executive & Independent Director

Mr. Ritesh Jain Whole Time Director & Executive Director

As per the provisions of the Companies Act,1956 and amended Listing Agreement with the Stock Exchanges, the Audit Committee of the Company comprised of two nonexecutive Independent Directors. Further, Chairman of the Audit committee is an Independent Director.

EMPLOYEES PARTICULARS

During the year there were no employee drawing remuneration in excess of ceiling provided Under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, hence prescribed particulars have not been furnished.

PERSONNEL

The workers and the staff of the Company have been retrenched since June 1998 due to acute financial crisis and there are no workers or the staff members on the Company’s payroll.

ACKNOWLEDGEMENT

Your Directors acknowledge with thanks the faith reposed by the shareholders in the company and look forward to their continued support from time to time.

For and on behalf of the Board

Place: Indore SHABA CHEMICALS LIMITED

Date: 07.08.2013

Mr. Ritesh Jain (W T Director)

Sd/-

Mrs. Sangeeta Neema (Director)

Sd/-

To The Members of SHABA CHEMICALS LIMITED

The Directors are pleased to present their 24th Annual Report together with the audited accounts of the Company for the year ended on 31st March 2011 along with the Report of the Auditors thereon.

FINANCIAL RESULTS

Year Ended Year Ended 31st March,11 31st March,10 (Rs. In Lacs) (Rs. In Lacs)

Turnover 63.63 71.88

Profit / (Loss) before Depreciation .09 .23

Less: Depreciation -- ---

Income Tax earlier Years -- --

Net Profit/ (Loss) for the year .09 .23

DIVIDEND

There is no distributable profit for the year so your Directors do not recommended any dividend for the year.

OPERATION

The management has suspend the production from April, 1998 because of the actual financial crisis and liquidity crunch which compelled the management to retrench the workers and the staff and surrender the power, connection. The production has not been resume during the year. Moreover company has trading of commodities during the year and exploring business in this area.

DIRECTOR

Mrs. Sangeeta Neema Director of the Company retires by rotation at the ensuing Annual General Meeting and his replacement is being sought.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the director to the best of their knowledge and belief confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures.

ii) The Directors have selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March 2011 and of the profit/loss of the Company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts for the year ended 31st March 2011 on as a going concern basis.

AUDITOR

M/S S. N. Kabra & Co. Chartered Accountants, give resigned from the post of Statutory Auditor of the company, and M/S S. N. Kabra & Co. Chartered Accountants appointed Statutory Auditors of the Company.

CORPORATE GOVERNANCE

A report on Corporate Governance as required under clause 49 of the Listing Agreement is attached.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company has suspended production since April 1998, hence statement in accordance with the provision 271(1) (e) of the companies Act, 1956 read with the Companies (Disclosure of particulars in the report of board of directors) Rules 1988; regarding conservation of energy is not furnished.

EMPLOYEES PARTICULARS

During the year there were no employee drawing remuneration in excess of ceiling provided Under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, hence prescribed particulars have not been furnished.

PERSONNEL

The workers and the staff of the Company have been retrenched since June 1998 due to acute financial crisis and there are no workers or the staff members on the Company's payroll.

ACKNOWLEDGEMENT

Your Directors acknowledge with thanks the faith reposed by the shareholders in the company and look forward to their continued support from time to time

For and on behalf of the Board

Place: Indore SHABA CHEMICALS LIMITED

Date : 11.05.2011

Mr. Ritesh Jain

(W T Director)

Sd/-

Mr. Rajkumar Jain

(Director)

The Directors are pleased to present their 23rd Annual Report together with the audited accounts of the Company for the year ended on 31st March 2010 along with the Report of the Auditors thereon.

FINANCIAL RESULTS

Year Ended Year Ended 31st March, 10 31st March. 09 (Rs. In Lacs) (Rs. In Lacs)

Turnover 71.88 26.30

Profit / (Loss) before Depreciation .23 .42

Less: Depreciation - -

Income Tax earlier Years - -

Net Profit/ (Loss) for the year .23 .42



DIVIDEND

There is no distributable profit for the year so your Directors do not recommended any dividend for the year.

OPERATION

The management has suspend the production from April. 1998 because of the actual financial crisis and liquidity crunch which compelled the management to retrench the workers and the staff and surrender the power, connection. The production has not been resume during the year. Moreover company has trading of commodities during the year and exploring business in this area.

DIRECTOR

Shri Rajkumar Jain Director of the Company retires by rotation at the ensuing Annual General Meeting and his replacement is being sought.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act. 1956. the director to the best of their knowledge and belief confirm that:

i) In the preparation of the annua] accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures.

ii) The Directors have selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March 2010 and of the profit/loss of the Company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts for the year ended 31st March 2010 on as a going concern basis.

AUDITOR

M/S S. N. Kabra & Co. Chartered Accountants, give resigned from the post of Statutory Auditor of the company, and M/S S. N. Kabra & Co. Chartered Accountants appointed Statutory Auditors of the Company.

CORPORATE GOVERNANCE

A report on Corporate Governance as required under clause 49 of the Listing Agreement is attached.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company has suspended production since April 1998. hence statement in accordance with the provision 271(1) (e) of the companies Act. 1956 read with the Companies (Disclosure of particulars in the report of board of directors) Rules 1988: regarding conservation of energy is not furnished.

EMPLOYEES PARTICULARS

During the year there were no employee drawing remuneration in excess of ceiling provided Under Section 217 (2A) of the Companies Act. 1956 read with the Companies (Particulars of Employees) Rules 1975, hence prescribed particulars have not been furnished.

PERSONNEL

The workers and the staff of the Company have been retrenched since June 1998 due to acute financial crisis and there are no workers or the staff members on the Companys payroll.

ACKNOWLEDGEMENT

Your Directors acknowledge with thanks the faith reposed by the shareholders in the company and look forward to their continued support from time to time

For and on behalf of the Board

SHABA CHEMICALS LIMITED

Mr. Ritesh Jain

(W T Director)

Sd/-

Mr. Rajkumar Jain

(dIRECTOR)

Sd/-

Place: Indore

Date: 27.06.2010

The Directors are pleased to present their 22 Annual Report together with the audited accounts of the Company for the year ended on 31st March 2009 along with the Report of the Auditors thereon.

FINANCIAL RESULTS

Year Ended Year Ended 31 st March, 09 31 st March, 08 (Rs. In Lacs) (Rs. In Lacs)

Turnover 26.30 26.90

Profit / (Loss) before Depreciation 0.42 0.06

Less: Depreciation

Income Tax earlier Years

Net Profit/(Loss) for the year 0.42 0.06

DIVIDEND

There is no distributable profit for the year so your Directors do not recommended any dividend for the year.

OPERATION

The management has suspend the production from April, 1998 because of the actual financial crisis and liquidity crunch which compelled the management to retrench the workers and the staff and surrender the power, connection. The production has not been resume during the ^ear Moreover company has trading of commodities during the year and exploring business in this area.

DIRECTOR

Mrs. Sangeeta Neema Director of the Company retires by rotation at the ensuing Annual General -Meeting and his replacement is being sought.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the director to the best of their knowledge and belief confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with the propervexplanation relating to material departures.

ii) The Directors have selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year ended 31st March 2009 and of the profit/loss of the Company for that period.

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts for the year ended 31st March 2009 on as a going concern basis.

AUDITOR

M/S S. N. Kabra & Co. Chartered Accountants, give resigned from the post of Statutory Auditor of the company, and M/S JSL N. Kabra & Co. Chartered Accountants appointed Statutory Auditors of the Company.

CORPORATE GOVERNANCE

A report on Corporate Governance as required under clause 49 of the Listing Agreement is attached.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company has suspended production since April 1998, hence statement in accordance with the provision 271(1) (e) of the companies Act, 1956 read with the Companies (Disclosure of particulars in the report of board of directors) Rules 1988, regarding conservation of energy is nor furnished.

EMPLOYEES PARTICULARS

During the year there were no employee drawing remuneration in excess of ceiling provided Under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, hence prescribed particulars have not been furnished.

PERSONNEL

The workers and the staff of the Company have been retrenched since June 1998 due to acute financial crisis and there are no workers or the staff members on the Companys payroll.

ACKNOWLEDGEMENT

Your Directors acknowledge with thanks the faith reposed by the shareholders in the company and look forward to their continued support from time to time

For and on behalf of the Board Place: Indore SHABA CHEMICALS LIMITED

Date: 27.06.2009 Mr. Ritesh Jain (Director) Mr. Rajkumar Jain (Director)