Dharti Proteins Ltd Management Discussions

A) PRESENT STRENGTH OF THE COMPANY:

In view of the global recession period the Company has diversified as service provider for industrial projects and management consultancy. The service provider business is remunerative and cost- effective.

B) FUTURE OUTLOOK:

The Company is in process of identifying the best available business opportunities for making timely investment. Now the Company is engaged in the business of trading of agro products.

DISCLOSURES

A) MATERIALLY RELATED PARTY TRANSACTION:

During the financial year 2024-25 there was no transactions for sell/purchase of goods or services of material nature with its promoters, the directors and the management, their subsidiaries or relatives, etc., which may have potential conflict with the interest of the company at large. Details of transactions with related parties are given in note (III] Notes of Accounts given by auditors as per Indian Accounting Standard 24.

B) DETAILS OF NON-COMPLIANCE

The Company has not complied with the requirements of the Stock Exchange/SEBI/any statutory authorities on all matters related to capital markets. There are penalties or strictures imposed on the Company by Stock Exchange or SEBI and the listing in the shares of the company has been suspended by the stock exchanges due to non-compliances.

CERTIFICATE ON CORPORATE GOVENANCE

As required under Disclosures of Requirements of Corporate Governance specified in Regulation 17 to 27 and clause (b] to (i) of Sub-regulation (2] of Regulation 46 is provided in the Annual Report.

MEANS OF COMMUNICATIONS:

ESTABLISHMENT OF INTERNAL MANAGEMENT INFORMATION SYSTEM:

In view of the ongoing Corporate Insolvency Resolution Process (CIRP) of the Company and the consequent suspension of the powers of the Board of Directors, The Company has established the Management information system whereby any problem requiring policy decisions are being intimated to Resolution Professional for redressal or amendments in the policy and procedures.

INFORMATION SYSTEM BETWEEN COMMITTEES AND THE BOARD

In view of the ongoing Corporate Insolvency Resolution Process (CIRP] of the Company and the consequent suspension of the powers of the Board of Directors, the Company has not constituted the Board or the Audit Committee. Accordingly, the requirement relating to the information system between the Committees and the Board is not applicable to the Company.

INFORMATION SYSTEM BETWEEN THE COMPANY AND INVESTORS

The Company is regularly taking on record the un-audited financial results on quarterly basis as per requirements of the relevant provision of SEBI (LODR) guidelines however the same are not published. The Material information relating to the business of the Company is not being intimated timely to the Stock Exchange who in turn publishes the same in their official bulletin. The Audited Financial Balance Sheet is not being dispatched to every shareholder in time at their registered addresses.

COMPANYS WEBSITE

The Companys website contains a separate dedication section Financial where shareholder information is available. Full annual report is also available on the website in a user friendly and downloadable form.

STATUTORY COMPLIANCES MADE AND RETURNS ETC., FILED

The Company has not complied with all the provisions of the Companies Act 2013, all the provisions of the SEBI (LODR] guidelines. Also, The Company has not filed unaudited financial results, Balance sheets, Income Tax returns and other statutory returns with all the authorities in time. There are defaults as on date in compliances of the company and no legal action of any nature has been taken against the company or its officers / directors except the listing in the shares of the company has been suspended by the stock exchanges due to non-compliances.

DEMATERIALSATION OF SHARES AND LIQUIDITY:

The Company has entered into Tripartite Agreement with both Depositories namely National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL). Now the Shareholders have the option to hold their share either in physical form or in Demat form. However as per SEBI circular hereby advise all its shareholders to dematerialize their holding at the earliest.

SHARE TRANSFER SYSTEM:

The share transfer system in physical form is processed and the Share Certificates are returned within a period of 15 days from the date of receipt. At the end of the year, there were no complaints pending with the company related to Transfer of shares.

NAME AND ADDRESS OF THE COMPLIANCE OFFICER:

Mr. Dhiren Thakkar, CFO

203-ABHIJEET 1 MITHAKHALI SIX ROAD,

ELLISBRIDGE,

AHMEDABAD, GUJARAT, 380006.

STATUS OF LISTING / TRADING OF SHARES:

The Companys Equity Shares are at presently listed on the Bombay Stock Exchange but the trading of the same has been suspended due to non-filing of Compliances. The details of the Trading code are as under:

Name of Stock Exchange Trading Code

Bombay Stock Exchange (BSE] 531171

Ahmedabad Stock Exchange (ASE) 513793

Month	Ope n Pric e	Hi gh Pri ce	Lo w Pri ce	Clos e Pric e	No. of Shar es	No. of Tra des	Total Turnov er (Rs.)	Deliver able Quanti ty	% Deli. Qty to Traded Qty	Spre ad High Low	Sprea d Close Open
Apr 24 May 24 Jun 24 Jul 24 Aug 24 Sep-24 Oct-24 Nov-24 Dec-24 Jan-25 Feb-25 Mar-25	Listing in the shares of the company has been Suspended.

Note :-

(1) The Face Value of equity shares of the company is Rs. 10/- per share. As the Companys share are not included in any Index of the Stock Exchange, the effect of price movement of shares of the company viz a general index of the industry are not given.

CATEGORY WISE HOLDING OF SHARES AS ON 31/03/2025

Category	No. of Shares	Percentage of Share Holding
Promoters	278452	2.71%
Bodies Corporate	2734281	26.60%
Public (Indian)	7250969	70.56%
NR1	13498	0.13%
Total	10277200	100.00

Share Holding		No. of Holder (s)		No. of Shares
From	To	Folios	%	Shares	%
1	100	4456	43.609	434186	4.225
101	500	4347	42.543	1212458	11.798
501	1000	674	6.596	565640	5.504
1001	5000	570	5.578	1311080	12.757
5001	10000	87	0.851	633839	6.167
10001	100000	72	0.705	2297320	22.354
100001	Above	12	0.117	3822677	37.196
		10218	100.00	10277200	100.00

OTHER DETAILS: REGISTERED OFFICE:	203-ABHIJEET 1 MITHAKHAL1 SIX ROAD, ELLISBRIDGE, AHMEDABAD, GUJARAT, 380006
BOOK CLOSURE DATES:	14 th September 2025 to 20 1 September 2024 (Both days i
REGISTRAR AND SHARE: TRANSFER AGENT.	System Support Service 209, Shivai Ind. Estate, 89, Andheri Kurla Road, Sakinaka, Andheri (E), Mumbai - 400 072.

ISIN NUMBER OF THE COMPANY: INE248C01013

Declaration by the Managing Director/ Resolution Professional on Code of Conduct as required by Regulation 17(5) SEBI (LODR), 2015.

This is to declare that the company has received affirmations of compliance with applicable Code of Conduct from the Directors/ Resolution Professional and Senior Management personnel of the company in respect of the financial year 2024-25.

Date: 25 th August, 2025	On Behalf of the Board of Directors of
Place: Ahmedabad	ror, DHARTI PROTEINS LIMITED Dharti^otems Limited
	pmrish Navinchandra Gandhi) Authorised Sigmatory Resolution Professional (RP)
	(Reg. No. IBBl/IPA-tf02/IP-N00670/2018-2019/12036)