Sanstar Ltd Directors Report

1. FINANCIAL RESULTS:

The audited financial statements of the Company for the financial year ended 31 st March, 2026, have been prepared in accordance with the Accounting Standards (AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

A summary of the comparative financial performance of the Company for Financial Year 2025-26 and Financial Year 2024-25 is presented below:

To,

The Members

SANSTAR LIMITED

[CIN: L10621GJ1982PLC072555]

Dear Shareholders,

Your directors take pleasure in presenting the 44 th Directors Report together with Audited Financial Statements and the Auditors Report for the Financial Year March 31, 2026. The Board extends a warm welcome to all our public shareholders and looks forward to your ongoing trust and support.

2. STATE OF THE COMPANYS AFFAIRS:

The Company is engaged in the manufacture and sale of maize-based specialty products, including native starch, modified starch and derivatives, for application across the food, animal nutrition, pharmaceutical and industrial sectors, with its principal manufacturing facilities located at Dhule (Maharashtra) and Kutch (Gujarat).

During the year under review, the Companys Revenue from Operations stood at Rs 784.63 Crores (previous year: Rs 957.45 Crores) and Profit After Tax stood at Rs 34.45 Crores (previous year: Rs 43.80 Crores), as set out in the Financial Results above. A detailed review of the Companys operational and financial performance, industry structure, opportunities, threats and outlook is provided in the Management Discussion and Analysis Report forming part of this Annual Report.

A significant milestone for the Company during the year was progress on the expansion of its native starch manufacturing capacity at the Dhule facility, funded through the proceeds of the Companys Initial Public Offering. The expanded capacity was subsequently commissioned on 12 th May, 2026, increasing the Companys total installed capacity from 1,100 TPD to 2,350 TPD, with the associated derivatives facility expected to be commissioned during FY 2026-27.

Save as stated above and elsewhere in this Report, there has been no change in the business of the Company during the financial year ended March 31, 2026.

3. RESERVES:

The Board has not recommended to transfer any amount from Profit and Los to Reserve Account.

(Amount in Crores)
PARTICULARS	For the year ended March 31, 2026	For the year ended March 31, 2026
Revenue from Operations	784.63	957.45
Other Income	11.78	14.01
Total Revenue	796.41	971.46
Cost of Material Consumed	538.45	711.33
Purchase of Stock-in-trade	11.14	00.00
Changes in inventories of finished goods, work-in-progress and stock-in-trade	(1.16)	(2.19)
Employee Benefits Expense	23.12	22.10
Finance Costs	1.37	7.53
Depreciation and Amortization	9.63	11.45
Other expenses	175.42	166.21
Total expenses	757.97	916.43
Profit/(loss) before Tax (EBT)	38.44	55.03
Tax expense:
(a) Current tax expense	3.43	8.16
(b) Deferred tax	0.63	1.10
(c) Excess/ Shortage of tax earlier year	(0.07)	1.97
Profit After Tax	34.45	43.80
Earnings per share	1.89	2.58

4. DIVIDEND:

Considering the ongoing phase of the Company and in view of the long-term interest of the Stakeholders, the Board believes that retaining the profits for internal deployment is prudent and hence wants to retain the earnings. Hence the Board has not recommended any dividend for the Financial Year ended on 31 st March, 2026.

The Company is confident that the ongoing capacity will enable it to cater to the growing market demand, enhance its market share, and create sustained value for its stakeholders.

However, Company has adopted the Dividend

Distribution Policy of the Company pursuant to

Regulation 43A of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, as

amended from time to time, (Listing Regulations),

which is available on the Companys website:-

https://www.sanstar.in/wp-

content/uploads/invpdfs/2023-

24/Codes and Policies/K Dividend Distribution

Policy.pdf

5. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, there has been no change in the Nature of the Business carried on by the company, its subsidiaries or classes of business in which the company has an interest.

6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Except for

(i) the increase in the Authorised and Paid-up Share Capital of the Company and the preferential allotment of 1,80,24,157 Equity Shares to Corn Products Development Inc. aggregating Rs 198.27 Crores, together with the induction of new Directors on the Board, each as set out under Item Nos. 11 and 13 of this Report; and

(ii) the commissioning of the Companys expanded manufacturing capacity at its Dhule facility as set out under Item No. 1 of this Report, there have been no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

7. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN

Statutory Reports Annual Report zuzo - zo

STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the period under review, no significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

8. CHANGE IN REGISTERED OFFICE OF THE COMPANY:

During the year under review, there was no change in the Registered office of the Company and the Company continues to hold its registered office at Sanstar House nr. Parimal Under Bridge, Opp. Suvidha Shopping Centre, Paldi, Ahmedabad, Gujarat, India, 380007.

9. DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT:

The Company has not revised its financial statement or the Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority.

10. FINANCIAL PERFORMANCE:

Revenue from Operations for FY 2025-26 stood at Rs 784.63 Crores as against Rs 953.42 Crores in the previous year, and Total Expenditure for the year stood at Rs 757.97 Crores. Profit Before Tax (EBT) for the year ended 31 st March, 2026 stood at Rs 38.44 Crores as against Rs 55.03 Crores in the previous year.

The Directors remain optimistic about growing demand for the Companys products in the coming years and have undertaken cost-optimisation initiatives that are expected to strengthen the Companys financial performance over the medium to long term.

11. SHARE CAPITAL:

a. Authorised Share Capital

As on 31 st March, 2026, the Authorised Share Capital of the Company was Rs 38,00,00,000/- (Rupees Thirty-Eight Crore only) divided into

19.00. 00.000 (Nineteen Crore) Equity Shares of Rs 2/- (Rupees Two only) each.

Subsequent to the financial year end, pursuant to the approval of the Members at the ExtraOrdinary General Meeting held on 20 th June, 2026, the Authorised Share Capital of the Company was increased to Rs 50,00,00,000/- (Rupees Fifty Crore only), divided into

25.00. 00.000 (Twenty-Five Crore) Equity Shares of Rs 2/- (Rupees Two only) each, as on the date of this Report.

b. Paid Up Capital

As on 31 st March, 2026, the Paid-up Share Capital of the Company was Rs 36,44,88,500/- (Rupees Thirty-Six Crore Forty-Four Lakh Eighty-Eight Thousand Five Hundred only) divided into 18,22,44,250 (Eighteen Crore Twenty-Two Lakh Forty-Four Thousand Two Hundred and Fifty) Equity Shares of Rs 2/- (Rupees Two only) each. Subsequent to the financial year end, the Board of Directors at its meeting held on 24 th June, 2026, allotted 1,80,24,157 (One Crore Eighty Lakh Twenty-Four Thousand One Hundred and Fifty- Seven) Equity Shares on a preferential basis to Corn Products Development Inc. at an issue price of Rs 110/- per share (including a premium of Rs 108/- per share), aggregating Rs 198.27 Crores, pursuant to the approval of the Members and inprinciple approval of the Stock Exchanges.

Consequent to the said allotment, the Paid-up Share Capital of the Company stands increased to Rs 40,05,36,814/- (Rupees Forty Crore Five Lakh Thirty-Six Thousand Eight Hundred and Fourteen only) divided into 20,02,68,407 (Twenty Crore Two Lakh Sixty-Eight Thousand Four Hundred and Seven) Equity Shares of Rs 2/- (Rupees Two only) each, as on the date of this Report.

c. Changes In Share Capital, If Any:

i. Disclosure regarding issue of Equity Shares with Differential Rights

The Company has not issued any Equity Shares with Differential Rights during the year under review.

ii. Disclosure regarding issue of Employee Stock Options

The Company has not provided any Stock Option Scheme to the employees.

iii. Disclosure regarding issue of Sweat Equity Shares

The Company has not issued any Sweat Equity Shares during the year under review.

iv. Disclosure regarding Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

v. Bonus Shares

No Bonus Shares were issued during the year

under review.

12. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, no amount was required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to Section 125 of the Companies Act, 2013, and the rules made thereunder, as the Company has not declared or paid any dividend during the financial year or in the years preceding it, and consequently, there is no unclaimed or unpaid dividend or other amount due for transfer to the IEPF.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

The composition of the Board of Directors is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, comprising an optimum combination of Executive and Independent Directors, including one Woman Director. The Executive Directors bring significant industrial and operational experience to the Board, while the Independent Directors collectively bring expertise across industry, banking, finance and law, thereby supporting effective deliberation, communication and governance at the Board level.

There was no change in the composition of the Board of Directors or the Key Managerial Personnel during the financial year ended March 31, 2026.

Subsequent to the close of the financial year and up to the date of this Report, the Board was reconstituted consequent to the preferential allotment of Equity Shares to Corn Products Development Inc., with the induction of Mr. Jacques Georges Florent Guglielmi as Nominee Director and Mr. Niraj Yogeshbhai Shah as an Additional Independent Director.

Accordingly, the composition of the Board of Directors and the Key Managerial Personnel of the Company as on the date of this Report is as under:

DIN	Name of Director/ Key Managerial Personnel	Designation
00196397	Gouthamchand Sohanlal Chowdhary	Managing Director
01370802	Sambhav Gautam Chowdhary	Joint Managing Director
01759527	Shreyans Gautam Chowdhary	Joint Managing Director
02724484	Aniket Sunil Talati	Independent Director
10373422	Atul Agarwal	Independent Director

DIN	Name of Director/ Key Managerial Personnel	Designation
09376887	Sejal Ronak Agrawal	Independent Director
06362791	Niraj Yogeshbhai Shah	Additional Independent Director
10603100	Jacques Georges Florent Guglielmi	Nominee Director
-	Harishkumar Shisupaldas Maheshwary	Chief Financial Officer
-	Fagun Harsh Shah	Company Secretary & Compliance Officer

None of the Directors of the Company are disqualified from being appointed or continuing as Directors under the provisions of Section 164(2) of the Companies Act, 2013.

During the financial year under review, there was no appointment or resignation of any Director of the Company. The changes in the composition of the Board that occurred after the close of the financial year and up to the date of this Report have been duly effected in accordance with the applicable provisions of the Companies Act, 2013 and are stated above.

14. RETIREMENT BY ROTATION:

Mr. Shreyans Gautam Chowdhary (DIN: 01759527), Joint Managing Director, liable to retire by rotation, and being eligible, have offered himself for reappointment at the AGM. The Notice convening the AGM forming part of this Annual Report, includes the proposal for re-appointment and the requisite disclosures under Section 102 of the Act, Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India.

15. DECLARATION BY INDEPENDENT DIRECTORS:

In terms of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, each Independent Director has furnished a declaration confirming that he/she meets the criteria of independence and is not disqualified from continuing as an Independent Director of the Company. In the opinion of the Board, the Independent Directors possess the requisite integrity, expertise and experience (including proficiency, as applicable) and fulfil the conditions specified in the Act and the Listing Regulations. The Independent Directors have also confirmed their compliance with the Companys Code of Business Conduct.

16. FAMILIARIZATION PROGRAMMES:

The Company has a defined policy on the Familiarization Programme for Directors, aimed at ensuring continuous awareness and engagement.

The Board is regularly apprised of any amendments, regulatory changes, or emerging market trends, irrespective of the sectoral relevance. In addition, all strategic and operational communications relevant to the Company are appropriately shared with the Independent Directors. The Company also maintains updated disclosures on its website regarding the Familiarization Programmes conducted for its directors, in line with applicable regulatory requirements.

The Familiarisation Programme for Independent Directors is uploaded on the website of the Company, and is accessible at https://sanstar.in/investors-relations/codes-and- policies/

17. CODE OF CONDUCT BY DIRECTORS, MANAGEMENT AND SENIOR EMPLOYEE:

The Company has adopted Code of Conduct for the Directors and Senior Management of the Company to provide clear guidance on principles such as integrity, transparency, business ethics and to set up standards for compliance of Corporate Governance. A copy of same is available at the website of the Company at https://sanstar.in/investors-relations/codes-and- policies/ .

All members of the Board of Directors and Senior Management Personnel had affirmed compliance with the Code of Conduct and a declaration to this effect signed by the Managing Director forms part of this Corporate Governance Report, which forms part of this Annual Report.

Further, Company has adopted a Code of Conduct for Prohibition of Insider Trading to regulate, monitor and report trading by insiders for prevention misuse of Unpublished Price Sensitive Information. A copy of same is available at the website of the Company at https://sanstar.in/investors-relations/codes- and-policies/.

The Company has in place the system to trace the movement of Unpublished Price Sensitive Information and regular awareness is created for the Directors, Promoters, Key Managerial Personnel and designated employees/ persons.

18. MEETINGS OF THE BOARD:

During the Financial Year ended 31 st March, 2026, the, Board of Directors met Four (4) times, on 30th May 2025, 14th August, 2025, 14th November, 2025 and 13th February, 2026. The intervening gap between

any two consecutive Board Meetings did not exceed one hundred and twenty (120) days, in compliance with Section 173(1) of the Companies Act, 2013 and Secretarial Standard-1 issued by the Institute of Company Secretaries of India.

The composition of the Board of Directors and the attendance of each Director at the Board Meetings held during the year are set out below:

Date of Board Meetings	Number of Directors to whom notice of the board meeting was given	Number of Directors attended the Meeting
30-05-2025	6	6
14-08-2025	6	6
14-11-2025	6	6
13-02-2026	6	6

19. MEETING OF INDEPENDENT DIRECTORS:

In terms of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on 13 th February, 2026, without the presence of Non-Independent Directors and members of the management, to review:

a. the performance of the Non-Independent Directors and the Board as a whole;

b. the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors; and

c. the quality, quantity and timeliness of flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors of the Company were present at the meeting.

20. COMMITTEES:

In compliance with applicable statutory requirements, the Board has constituted various Committees to ensure focused oversight and effective governance. Each Committee is guided by its terms of reference approved by the Board, which set out its composition, scope, powers, duties, functions and responsibilities, and are periodically reviewed to ensure continued relevance and alignment with the Companys evolving business needs and regulatory framework. The Board takes informed decisions on matters under its consideration based on the recommendations, suggestions and observations made by these Committees, and during the year under review, the Board accepted all such recommendations.

As on March 31, 2026, there were Four Board Committees, namely:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

The Company Secretary acts as the Secretary to the abovementioned Committees.

A detailed note on the composition of the Board and its Committees, including their terms of reference, the number of Committee meetings held during FY 2025-26, and attendance of the members, is provided in the Report on Corporate Governance forming part of this Annual Report. The composition and terms of reference of all Committees of the Board are in line with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

21. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are applicable to the Company and hence the Company has devised policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 the same is available on companys website.

22. PARTICULARS OF EMPLOYEES:

The Company continues to foster a performance- driven and inclusive culture, placing strong emphasis on employee development, engagement, and overall well-being. The Board of Directors places on record its sincere appreciation for the dedication, professionalism, and commitment demonstrated by all employees, which has been instrumental in driving the Companys sustained performance and long-term growth.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are set out in Annexure-D to this Report. None of the employees of the Company received remuneration during the financial year 2025-26 in excess of the limits specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and accordingly, no separate statement under the said Rule is annexed to this Report.

23. SUBSIDIARY & ASSOCIATE COMPANIES:

As on 31 st March, 2026, Company doesnt have any Subsidiary & Joint Venture and Associate Companies.

24. DIRECTORS RESPONSIBILITY STATEMENT:

Apart from being on the Board and approving strategic and operational decisions, your Directors have certain responsibilities as well towards you, our fellow Members and hence pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors 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 made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The Directors have laid down internal financial controls and that such internal financial controls are adequate and operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

25. INTERNAL FINANCIAL CONTROL:

The Company has laid down adequate Internal Financial Controls with reference to the financial statements, commensurate with the size, scale and complexity of its operations. Based on the internal control systems and the assurance received from the Management, together with the review conducted by the Statutory Auditors, the Board is of the opinion that the Internal Financial Controls of the Company are adequate and were operating effectively during the financial year 2025-26. During the year under review, no material weakness or serious observation was reported by the Statutory Auditors in relation to the design or operation of such controls.

26. DISCLOSURES PURSUANT TO THE COMPANIES ACT, 2013:

Section 134 of the Act enjoins upon the Board a responsibility to make out its report to the shareholders and attach the said report to financial statements laid before the shareholders at the annual general meeting, in pursuance of Section 129 of the Act.

The provisions of Section 134, which enumerates the disclosures required to be made in the Boards Report, are applicable to the Directors Report for the financial year commencing on or after 1 st April, 2014.

27. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143:

Your directors confirm that they have taken all necessary steps to prevent fraud on or by the Company. Further, the Statutory Auditors have not reported any instance of fraud committed against the Company by its officers or employees under Section 143(12) of the Act during the year under review.

28. PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The particulars of loans, guarantees and investments made by the Company during the year, in accordance with Section 186 of the Companies Act, 2013, are provided in the notes to the Standalone and Consolidated Financial Statements forming part of this Annual Report. The aggregate of such loans, guarantees and investments was within

the limits specified under Section 186(2) of the Act, and accordingly, no special resolution under Section 186(3) was required. The Audit Committee reviewed and approved the loans, guarantees and investments made during the year, in accordance with its terms of reference, and the said limit has not been exceeded as on the date of this Report.

30. CREDIT RATINGS:

29. DEPOSITS:

During the year under review, the Company has neither accepted nor renewed any deposits within the meaning of Section 73 and Section 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there are no particulars to report under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

During the financial year under review the Company has been re-affirmed following Credit Ratings by CARE Ratings Limited reaffirming the rating while the outlook has been revised to positive:

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The contracts, arrangements and transactions entered into by the Company during the Financial year with related parties were in the ordinary course of business and were at arms length. Also, all those transactions were in accordance with the provisions of the Companies Act, 2013, read with the rules issued thereunder. Members may note that there are no materially significant related party transactions made by the Company with its promoters, Directors, Key Managerial Personnel or any other designated persons which may have a potential conflict with the interest of the Company at large. Particulars of material contract or arrangements or transactions at arms length basis is disclosed as per the prescribed form AOC-2 forms an integral part of this Report and is annexed herewith as Annexure-A .

All Related Party Transactions were placed before the Audit Committee. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of unforeseen or repetitive in nature.

Further, the details of Related Party Transactions are set out in notes to the Standalone and Consolidated Financial Statements. The Policy on Related Party Transactions approved by the Board can be accessed on the Companys website at the following link https://sanstar.in/investors- relations/codes-and-policies/

32. CORPORATE SOCIAL RESPONSIBILITY POLICY:

Corporate social responsibility forms an integral part of your Companys business activities. The Company carries out its corporate social responsibility initiatives not just in letter but also in spirit and thus has touched thousands of lives across India.

In compliance with Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted a CSR policy, which is available at:

The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed at Annexure-B , which forms a part of this Boards Report.

For the Financial year 2025-26, the amount to be spent towards CSR activities works out to Rs 1,32,25,919/-. For FY 2025-26, the Company was required to incur Rs 1,32,25,919/- towards CSR activities. During the year, the Company spent Rs1,17,66,000/- and additionally adjusted

Rs15,28,565/- of surplus expenditure carried forward from the previous financial year against the current obligation. After considering these adjustments, the surplus available for carry forward to future years amounts to Rs68,646/-

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

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended hereto as Annexure - C and forms part of this report.

34. RISK MANAGEMENT:

The Company has in place a robust risk management framework to identify, evaluate, and mitigate various risks across its operations. The

framework is designed to safeguard the Companys assets, ensure regulatory compliance, and support

Instrument/ Facility	Rating
Long-term/ Short term bank facilities	CARE BBB+; Stable/ CARE A2
Short-term bank facilities	CARE A2

the achievement of strategic objectives. Key risks are periodically reviewed by the Board and the Audit Committee, and appropriate mitigation strategies are implemented to address emerging risks. These include, but are not limited to, risks related to market volatility, raw material price fluctuations, regulatory changes, operational disruptions, environmental and sustainability factors, information security threats, and financial liquidity. Considering the ongoing expansion and diversification initiatives, the Company continues to strengthen its risk management practices by:

¦ Enhancing internal controls and operational oversight mechanisms

¦ Improving supply chain resilience and customer credit monitoring

¦ Embedding sustainability and ESG-related risks into strategic decision-making

¦ Leveraging technology for real-time risk assessment and mitigation

¦ Monitoring geopolitical developments that may affect supply chains, export-import regulations, energy pricing, and investor sentiment.

The Board of Directors affirms that the Companys risk management system is adequate and commensurate with the size and complexity of its operations, and provides reasonable assurance that risks are being effectively monitored and managed.

35. DISCLOSURES OF ESTABLISHMENT OF VIGIL MECHANISM:

The Company has established a Vigil Mechanism, in terms of Section 177(9) and (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to enable Directors and Employees to report genuine concerns or grievances, including instances of unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct. The Vigil Mechanism provides adequate safeguards against victimisation of persons availing of the mechanism and provides direct access to the Chairman of the Audit Committee in exceptional cases. The oversight of the Vigil Mechanism vests with the Audit Committee of the Company. No personnel of the Company have been denied access to the Audit Committee in this regard.

The Vigil Mechanism/Whistle Blower Policy of the Company is available on the Companys website at Codes and Policies - Sanstar .

During the financial year under review, no complaints or concerns were received under the Vigil Mechanism, and there were no instances of fraud reported to the Audit Committee or the Board.

36. COMPANYS POLICIES:

The Company has adopted a comprehensive framework of policies to govern ethical conduct, regulatory compliance, risk management and strategic decision-making, in accordance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). The key policies of the Company, all of which are available on the Companys website at [weblink], are as under:

1. Corporate Social Responsibility Policy -

adopted pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, guiding the Companys approach to social impact, sustainability and community engagement.

2. Policy on Related Party Transactions -

adopted pursuant to Section 188 of the Companies Act, 2013 and Regulation 23 of the Listing Regulations, establishing safeguards and transparency in transactions with related parties.

3. Policy for Determination of Materiality of

Events/Information - adopted pursuant to Regulation 30 of the Listing Regulations, ensuring timely and accurate disclosure of material events to the Stock Exchanges.

4. Code of Conduct for Board of Directors and Senior Management Personnel - adopted pursuant to Regulation 17(5) of the Listing Regulations, setting out the roles, responsibilities and ethical obligations of Directors and Senior Management.

5. Vigil Mechanism / Whistle Blower Policy -

adopted pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations, providing a secure and confidential channel to report genuine concerns.

6. Nomination and Remuneration Policy (including criteria for payments to NonExecutive Directors) - adopted pursuant to Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, ensuring appointments and remuneration are merit- based and aligned with long-term organisational goals.

7. Policy for Determining Material Subsidiaries -

adopted pursuant to Regulation 16(1)(c) and Regulation 24 of the Listing Regulations, governing the monitoring and oversight of material subsidiaries.

8. Code of Conduct to Regulate, Monitor and Report Trading by Insiders, and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information -

adopted pursuant to Regulation 9 and Regulation 8, respectively, of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

9. Dividend Distribution Policy - adopted pursuant to Regulation 43A of the Listing Regulations, setting out the parameters for distribution or retention of profits.

10. Policy on Preservation of Documents and Archival Policy - adopted pursuant to Regulation 9 and Regulation 30(8) of the Listing Regulations, defining guidelines for the preservation, retrieval and archival of documents and disclosures.

11. Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

- adopted pursuant to Section 19 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, as referred to under Item No. 48 of this Report.

37. AUDITORS:

a. Statutory Auditors:

M/s. S. C. Bapna & Associates, Chartered Accountants (Firm Registration No. 115649W), were appointed as Statutory Auditors of the Company by the Members at the 41st Annual General Meeting held on 30th September, 2023, for a first term of five consecutive years, in accordance with Section 139(1) of the Companies Act, 2013. They shall hold office from the conclusion of the said Annual General Meeting until the conclusion of the 46th Annual General Meeting to be held in the year 2028.

The Auditors Report for the financial year 202526 does not contain any qualification, reservation, adverse remark or disclaimer. The observations, if any, made by the Statutory Auditors, when read together with the relevant notes to the accounts and the accounting policies, are self-explanatory and do not call for any further comment or explanation by the Board under Section 134(3)(f) of the Companies Act, 2013.

b. Secretarial Auditors:

The Board, on the recommendation of the Audit Committee had appointed M/s. Keyur J. Shah &

Associates, Practising Company Secretaries to undertake the Secretarial Audit of the Company for the FY 2025- 2026.

The Report of Secretarial Audit in form MR-3 in accordance with Section 204 of Companies Act, 2013 and Secretarial Compliance Report in accordance with Regulation 24A of SEBI Listing Regulations, for the FY 2025-26 is annexed to the Annual Report as Annexure-E. The Secretarial Auditor Report does not contain any qualification, reservation or adverse remarks Further as per the recent amendment under SEBI Listing Regulations pertaining to Appointment of Secretarial Auditor, M/s. Keyur J. Shah & Associates had given their consent to act as Secretarial Auditors, accordingly, the Board in the meeting held on May 23, 2026

recommended their appointment for financial year 2026-27, which is subject to approval of the members.

Accordingly, the Board, at its meeting held on May 23, 2026, after due deliberation on the tenure requirements under Regulation 24A(2) of the SEBI Listing Regulations (as amended with effect from April 1, 2025) and having regard to the Companys present requirements, has recommended the appointment of M/s. Keyur J. Shah & Associates as Secretarial Auditors of the Company for a period of one (1) year, for the Financial Year 2026-27 only, which is subject to approval of the Members. The resolution pertaining to the appointment forms part of the Notice convening the Annual General Meeting.

c. Internal Auditors:

In terms of Section 138 of the Act, and the relevant Rules, the Company appointed/ reappointed M/s. Kamal M. Shah & Co., Chartered Accountants as Independent Internal Auditors of the Company for the Financial Year 2026-27. The Internal Auditor directly reports to the Audit Committee.

38. COMPLIANCE WITH THE SECRETARIAL STANDARD:

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and follows the same.

39. MAINTENANCE OF COST RECORDS:

Section 148 (1) of the Companies Act, 2013 read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 prescribes for maintenance of Cost

records by certain class of Companies. Given the nature of services being rendered by the Company, the requirement of maintaining cost records under section 148(1) is not applicable.

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

The Company has adequate internal financial controls in place, commensurate with its size and the nature of its business. The Internal Financial Controls, with reference to financial statements as designed and implemented by the Company, are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

41. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the financial year under review, no corporate action (including dividend, bonus issue, rights issue or buy-back) was undertaken by the Company, and consequently, no instance of delay or noncompliance with the timelines prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable SEBI circulars arose during the year. The preferential allotment of Equity Shares undertaken subsequent to the financial year end, as set out under Item No. 11 of this Report, was completed within the timelines prescribed under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

42. ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return, for the FY 20252026 is available on the website of the Company at www.sanstar.in.

43. LOAN FROM DIRECTORS OR THEIR RELATIVES:

During the financial year under review, the Company has not accepted any loan or advance from its Directors or their relatives, and accordingly, there is no such amount that falls to be disclosed within the meaning of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014.

44. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Part B of Schedule V thereto, the Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of this Annual Report.

45. CORPORATE GOVERNANCE REPORT AND CERTIFICATE FROM AUDITOR:

In terms of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Part C of Schedule V thereto, the Corporate Governance Report for the year ended 31st March, 2026, together with a Certificate from a Practising Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under Part E of Schedule V of the said Regulations, is provided in a separate section forming part of this Annual Report.

46. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

Pursuant to Rule 8(5)(xi) of the Companies (Accounts) Rules, 2014, the Company confirms that no application was made, and no proceeding is pending, against the Company under the Insolvency and Bankruptcy Code, 2016, as at the end of the financial year and as on the date of this Report.

47. DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANK OR FINANCIAL INSTITUTIONS :

During the financial year under review, the Company has not undertaken any one-time settlement of loans obtained from banks or financial institutions. Accordingly, the disclosure of the difference between the amount of valuation done at the time of one-time settlement and the valuation done while availing the loan, as required under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, does not arise.

48. DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to providing a conducive work environment that is free from discrimination and harassment, including sexual harassment, and maintains a zero-tolerance approach in this regard. The Company has adopted a Policy for Prevention of Sexual Harassment of Women at Workplace and has constituted an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to receive and address complaints of sexual harassment and to ensure a safe, secure and respectful working environment for all employees.

During the Financial Year 2025-26, the Company received Nil complaints of sexual harassment, and

there were no complaints pending disposal as on 31st March, 2026.

49. CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Part B of Schedule II thereto, the Chief Financial Officer has certified the accuracy of the Financial Statements and the Cash Flow Statement, and the adequacy of the internal control systems for financial reporting, for the financial year ended 31st March, 2026. The said certificate forms part of the Corporate Governance Report.

50. LISTING FEES:

Your Company has paid the requisite Annual Listing Fees to National Stock Exchange of India Limited (Symbol: SANSTAR) and BSE Limited (Scrip Code: 544217), where its securities are listed.

51. APPRECIATION:

The Board of Directors places on record its appreciation

for the continued support & cooperation extended by the Companys bankers, and expresses its gratitude to the Central and State Government authorities, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, BSE Limited and the National Stock Exchange of India Limited, and other regulatory and statutory authorities, for their continued guidance and support. The Board also thanks the Companys customers, employees, vendors, consultants and shareholders for their confidence and contribution to the Companys growth.

Looking ahead, the Company remains focused on strengthening its manufacturing capabilities, deepening its product portfolio across food, animal nutrition, pharmaceutical and industrial applications, and expanding its domestic and export presence, while continuing to invest in operational efficiency, sustainability and innovation to deliver long-term, sustainable value for all its stakeholders.

For and on behalf of the Board of Directors
Sanstar Limited
Mr. Gouthamchand Sohanlal Chowdhary	Mr. Sambhav Gautam Chowdhary
Chairman and Managing Director	Joint Managing Director
DIN: 00196397	DIN: 01370802
Date: 13 th August, 2026
Place: Ahmedabad