Saptarishi Agro Industries Ltd Directors Report

To,

The Shareholders,

SAPTARISHI AGRO INDUSTRIES LIMITED

Your directors take pleasure in presenting the 34^th Annual Report on the affairs of the Company along with the audited financial statements for the financial year ended on 31^st March, 2026 (FY 2025-2026).

1. Financial Summary/Highlights:

The summarized financial highlights for the year ended 31^st March 2026 and the corresponding figures for the last year are depicted below:

(Amount in Lakhs)

S. No Particulars	Standalone
	March 31, 2026	March 31, 2025
1. Sales	7060.12	7943.15
2. Operating & Other Income	1108.11	0
3. Total Revenue	8168.23	7943.15
4. Profit Before Interest, Finance Cost, Depreciation,	305.48	294.86
Exceptional Items and Taxes
5. Interest and Financial Cost	130.13	78.71
6. Depreciation and Amortization	86.00	2.13
7. Exceptional items	0	0
8. Extraordinary Items	0	0
9. Profit / (Loss) Before Taxation (PBT)	89.35	214.02
10. Tax Expenses	0	0
11. Profit / (Loss) After Taxation (PAT)	89.35	214.02

*Figures are rounded off wherever required

2. Companys Performance:

During the FY under review, the total revenue from operations was Rs 8168.23 Lakhs (Previous FY 7943.15 Lakhs) on standalone basis. The Profit after Tax for the FY was 89.35 Lakhs (Previous FY 214.02 Lakhs).

During the FY under review, the Company continued to focus on strengthening its existing agri-business operations while making significant progress towards diversification into food processing and land development activities. The Company has continued to build upon its experience in the agri-business sector and has taken concrete steps towards establishing additional business verticals with the objective of creating sustainable and diversified sources of revenue.

During the year, the Company made significant progress in its French Fries Project at Fanidhar Mega Food Park, Mehsana, Gujarat. The project has been successfully completed and the plant has been made ready for commercial production. Further, the facility has been upgraded and enhanced to enable the processing of other vegetables in addition to French fries, thereby providing greater operational flexibility and supporting expansion of the Companys product portfolio. The Company has also progressed with the development of its brand "FRAYTOZ", with the necessary branding and packaging activities undertaken. The project has also progressed to the stage of commencement of sales and exports.

The Company has also continued to make satisfactory progress in its Joint Development Project in Tamil Nadu. Under Phase I, covering approximately 8.61 acres, the project achieved significant sales and registration milestones, with 211 plots sold and registration of 180 plots completed as of the latest Board review. The Company has also progressed towards the development of Phase II, covering approximately 6.36 acres, with the launch of the second phase proposed thereafter, subject to receipt of the requisite permissions and approvals.

Further, with a view to supporting its long-term expansion strategy, the Company constituted a Committee to evaluate, explore and identify suitable opportunities for integration with an appropriate entity. The Committee has been entrusted with evaluating potential targets, undertaking feasibility studies and due diligence, engaging professional advisors and negotiating preliminary terms, subject to the requisite approvals and applicable statutory and regulatory requirements.

During the year, company could not process potato in required quantity due to short operation period and technical troubles in production line in giving good quality of potato cutting. Further, Potato quality in cold stores were facing spoilage issue in raw potato, which surfaced during cold storage period, which was noticed later. The cold store under performance also resulted in quantity loss. Quantity of 2,10,520/- kg was spoiled and had to be discarded at no value which resulted into loss of Rs.33,99,898/- and 6,15,392/- kg of Weight Loss has been reported at Cold Storage which resulted into loss of Rs.99,38,581/-. Additionally, company had to resale excess potato at a discounted rate to salvage Potato value. Quantity of 51,94,624/- kg has been sold at an Average price of Rs.11.66/- per Kg which resulted into loss of Rs.2,33,22,408.60/-. In aggregating the above company had incurred total loss of Rs. 3,77,31,228.65/-.

All these above adversities resulted in high loss in potato quantity and value. It may please be noted that similar losses have been faced by almost all potato processer. Management has taken cognizance of the matter seriously and as a prudent technical strategy company improved the production line to process Fruits and vegetable into Cut & frozen products also.

The Company remains focused on strengthening its core operations while expanding into food processing and land development activities. With the commissioning and expansion of its food processing capabilities, continued progress in the Tamil Nadu land development project and exploration of strategic opportunities for business integration and diversification, the Company is working towards enhancing operational efficiency, broadening its product portfolio, strengthening its market presence and creating sustainable long-term value for its stakeholders.

3. Changes in Share Capital:

During the FY 2025-26 under review, the capital structure of the Company stands as follows:

Authorised Capital (as on 31st March 2025)	Rs. 36,00,00,000 (Rupees Thirty-Six Crores Only) comprising of 3,60,00,000 (Three Crores and Sixty Lacs) Equity Shares of _ 10/- each with voting rights
Increase During the FY 2025-26	NIL
Authorised Capital (as on 31st March 2026)	Rs. 36,00,00,000 (Rupees Thirty-Six Crores Only) comprising of 3,60,00,000 (Three Crores and Sixty Lacs) Equity Shares of _ 10/- each with voting rights

 

Issued, Subscribed and fully paid up (as on 31st March 2025)	Rs. 34,02,20,420 (Rupees Thirty-Four Crores Two Lacs Twenty Thousand Four Hundred and Twenty Only) comprising of 3,40,22,042 (Three Crores Forty Lacs Twenty- Two Thousand and Forty-Two) Equity Shares of _ 10/- each with voting rights
Increase During the FY 2025-26	NIL
Issued, Subscribed and fully paid up	Rs. 34,02,20,420 (Rupees Thirty-Four Crores Two Lacs Twenty
(as on 31st March 2026)	Thousand Four Hundred and Twenty Only) comprising of 3,40,22,042 (Three Crores Forty Lacs Twenty-Two Thousand and Forty-Two) Equity Shares of _10/- each with voting rights

4. Dividend:

To conserve the Companys resources and focus on long-term growth, the Directors have decided to retain the entire profits for the year. In view of this, they do not recommend the declaration of any dividend for the financial year. This approach is aimed at strengthening the Companys financial position and supporting future expansion plans.

5. Change in the nature of business

Duringthefinancialyear2025-26underreview,therehasbeennochangeinthenatureoftheCompanysbusiness.

6. Material changes and commitments, if any, affecting the financial position of the Company, having occurred since the end of the year and till the date of the report

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

7. Transfer to General Reserves:

The Company has not transferred any amount to the General Reserve during the financial year.

8. Website:

In Compliance with the Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has maintained a functional website at www.saptarishiagro.com containing inter alia basic information about the Company, details of business, financial information, shareholding pattern, compliance with corporate governance, contact information of the designated offcials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

9. Board of Directors and Key Managerial Personnel:

The Board places on records its deep appreciation of the valuable services rendered as well as guidance provided by the directors During the FY 2025-26.

a) DirectorsCompositions

The Board consists of 8 (eight) members as on 31^st March, 2026. The details of the Board members during the FY 2025-26 are as follows:

DIN	Name of the Director	Designation	Date Of Appointment
02517567	Mr. Krunal Ravjibhai Patel	Chairman- Executive	02/08/2017
02721107	Mr. Rushabh Ravjibhai Patel	Managing Director	02/08/2017
	Mr. Rushabh Ravjibhai Patel	Chief Financial Officer	07/11/2023
00387060	Mr. Janayash Nareshbhai Desai	Whole Time Director	13/11/2017
01382184	Mr. Divyakant Ramniklal Zaveri	Director-Independent- Non- Executive & Chairperson- Audit Committee	11/02/2019
08285440	Mr. Rishi Bhootra	Director -Independent- Non- Executive & Chairperson Stake holder Relationship Committee	02/11/2018
06360681	Ms. Ramadoss Bhuvaneswari	Director-Nominee of Tamil Nadu Industrial Development Corporation Limited	29/06/2021
08284892	Mrs. Vaibhavi Ashhish Patel	Director- Independent Woman-Non- Executive Director & Chairperson- Nomination Remuneration Committee	02/11/2018
09726271	Ms. Gargi Neel Shah	Director- Independent Woman-Non- Executive Director	30/09/2022

Appointment & Resignation of Directors

There has been no change in the Constitution of the Board during the Financial year under review but after the Closing of the Financial year 2026, Mr. Rushabh Ravjibhai Patel re-appointed as a Managing Director w.e.f. 11^th August, 2026 subject to the Approval of the Member in this meeting.

Declarations & Disclosures

On the basis of the written representations received from the directors taken on record by the Board of Directors, none of the directors is disqualify as on March 31, 2026 from being appointed as a director in terms of Section 164(2) of the Act.

The Independent Directors have individually declared to the Board that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in the circumstances as on the date of this report which may affect their status as an Independent Director.

They have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Company keeps informed Independent Directors about changes in the Companies Act, 2013 and rules and other related laws from time to time and their role, duties and responsibilities.

Directors liable to retire by Rotation

Pursuant to the provisions of Section 152 (6) of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time

being in force) Mr. Janayash Nareshbhai Desai (DIN: 00387060) and Mr. Rushabh Ravjibhai Patel (DIN 02721107), directors of the Company are liable to retire by rotation at the ensuing AGM and being eligible offers themselves for reappointment.

Key Managerial Personnel

During the FY 2025-2026 under review, the Key Managerial Personnel as per the provisions of the Companies Act, 2013 are holding office as below:

Name	Designation
Mr. Rushabh Ravjibhai Patel	Managing Director & Chief Financial Officer
Mrs. Priyanka Tripathi	Company Secretary & Compliance Officer Resigned w.e.f. 29.11.2025
Ms. Khushboo Negi	Company Secretary & Compliance Officer Appointed w.e.f. 12.02.2026
Mr. Janayash Nareshbhai Desai	Whole Time Director

* Mrs. Priyanka Tripathi was resigned from the post Company Secretary and Compliance Officer w.e.f. 29^th November, 2025. *Ms. Khushboo Negi was appointed as a Company Secretary and Compliance Officer of the Company w.e.f. 12^th February, 2026. *After the Closing of the Financial year, Shri Rushabh Ravjibhai Patel was re-appointed as a Managing Director w.e.f. 11^th August, 2026.

10. Number of Board Meetings and Committee Meetings:

The Board met Six (6) times during the Financial Year 2025-2026 under review. The details of board meeting and Committee Meetings along with the attendance of the Directors and Committee members are provided in the Corporate Governance Report which forms part of this report. During the FY 2025-2026 under review, all recommendations made by the Committees were accepted by the Board of Directors.

The intervening gap between any two meetings was not more than 120 days as prescribed by the Companies Act, 2013.

Board Meeting

(i) Number of Meeting held-06

S. No.	Date of meeting (DD/MM/YYYY)	Total Number of Directors as on the Date of meeting	Attendance Number of Director attended	% of Attendance
1.	05/04/2025	8	5	62.5
2.	27/05/2025	8	5	62.5
3.	27/06/2025	8	6	75
4.	12/08/2025	8	7	87.5
5.	14/11/2025	8	7	87.5
6.	12/02/2026	8	7	87.5

11. COMMITTEES OF BOARD:

Committees of Board during the FY 2025-2026 under review, with an objective of further strengthen the governance standards so as to match with internationally accepted better practices, the Board had reconstituted certain existing committees to bring more independence; constituted certain new Committees and Sub-committees; and amended / adopted the terms of reference of the said Committees.

Most of the Committees consist of majority of Independent Directors. Details of the various Committees constituted by the Board, including the Committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Annual Report.

12. Independent Directors Meeting:

The Companies Act, 2013 states that formal evaluation needs to be done by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

Listing Regulations vide Regulation 25(3) requires a meeting of Independent Directors to evaluate the performance of the non-independent directors. Accordingly, a meeting of the Independent Directors was held on 26^th March, 2026 wherein the performance of the non-independent directors, including the Chairman were evaluated. The annual performance evaluation of all the directors and the Board as a whole were conducted based on the criteria and framework adopted by the Board. The Board of Directors expressed their satisfaction with the evaluation process. The evaluation process has been explained in the Corporate Governance Report section in this Annual Report. The NRC has also reviewed the performance of individual directors based on their knowledge, preparation, effective participation in meetings, understanding of their roles as director etc.

13. Performance Evaluation

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Directors have carried out annual performance evaluation of Board, Independent Directors, Non-Executive Directors, Executive Directors, Chairman and Committees of the Board. The Independent Directors also carried out annual performance evaluation of the Chairperson, the Non-Independent Directors and the Board as a whole.

This exercise was carried out through structured evaluation process covering various aspects of the Board such as composition of the Board/ Committees, experience, competencies, performance of specific duties, etc. Separate exercise was carried out to evaluate the performance of individual directors including the Chairman who were evaluated on the parameters such as attendance, contribution at the meeting, independent judgment, etc. and was found to be satisfactory.

14. Human Resource Development:

The Company continued to make significant progress on strengthening HR Processes and practices to build organization for current as well as future sustainability. During the FY 2025-26 under review, the Company focuses on providing individual development and growth in a professional work culture that ensures high performance. The Company has concentrated on enhancing capability of employees that ultimately helps achieving better standards of operations.

15. Adequacy of Internal Control System:

The Company has proper and adequate system of internal controls which ensures that all assets are safeguarded against loss from unauthorized use or disposition and all the transaction are authorized, recorded and reported correctly. Regular internal audits and checks are carried out to provide assurance that the responsibilities at various levels are discharged effectively and that adequate systems are in existence. The management continuously reviews the internal control systems and procedure for efficient conduct of business.

16. Frauds reported by the auditor

No frauds were reported by the Auditor (Statutory Auditor or Secretarial Auditor) to the Audit Committee/ Board.

17. Corporate Social Responsibility Committee, Policy and Initiatives taken during the FY 2025-2026 under review and reasons for not spending the money:

Section 135 of the Companies Act, 2013 and framed Rules thereunder provides that certain Companies are require to spend 2% of its average net profit during 3 preceding years on CSR activities. It also provides formation of CSR committee of the Board. The Rules prescribe the activities qualify under CSR and the manner of spending the amount.

The provisions of section 135 of the companies Act 2013 and the Rules framed thereunder for the financial year under report were not applicable to the Company during the period under review.

18. Subsidiary, Joint-venture and Associate Companies:

Your Company continues to be Subsidiary of Calibre Rehabs Private Limited during the FY 2025-26 under review. The Company does not have any subsidiary, Joint Venture or Associate Company.

19. Name of companies which have ceased to be its subsidiaries, joint ventures or associate companies during the FY 2025-26

None

20. Deposits:

Pursuant to Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, the Company has not accepted or renewed any public deposits during the FY 2025-26 under review.

21. Auditors:

Statutory Auditors

Pursuant to the provision of Section 139 of the Companies Act, 2013 read with rules made thereunder, the tenure of M/s. Mayur Shah & Associates, Chartered Accountant(s), FRN: 106125W hold(s) office as the Statutory Auditor(s) of the Company until the conclusion of the 35^th Annual General Meeting of the Company. M/s. Mayur Shah & Associates, Chartered Accountant(s) were re-appointed as a Statutory Auditors of the Company at the 30^th Annual General Meeting for a period of 5 years commencing from the conclusion of the 30^th Annual General Meeting till the conclusion of 35^th Annual General Meeting to be held in the year 2027 in terms of Section 139 & 141 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit & Auditors) Rule, 2014.

Cost Auditors.

Pursuant to the Companies (Cost records and Audit) Rules, 2014, maintaining the cost records, and Appointment of Cost Auditor is not applicable to our Company.

Secretarial Auditors.

The Secretarial Audit Report pertaining to the financial year 2025-26 is enclosed to this report as an Annexure-A. There are no reservation or adverse remark made by the Secretarial Auditors in their report.

In terms of Section 204 of the Act and Rules made there under, the Board has appointed M/s. Chirag Shah

& Associates, Practicing Company Secretary, as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year 2025-26.

Internal Auditors

In terms of Section 138 of the Act and Rules made there under, the Board has appointed M/s. Jayanta & Associates, Chartered Accountants, as Internal Auditors to conduct Internal Audit of the Company for the financial year 2025-2026.

22. Management Discussion and Analysis Report:

Your attention is drawn to the perception and business outlook of your management for your Company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report, as required under Regulations 34 of the SEBI (LODR) Regulations, 2015 with the Stock Exchange is attached and forms part of this Directors Report Annexure-B.

23. Risk Management

Risk Management is the process of identification, assessment, and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and / or impact of unfortunate events or to maximize the realization of opportunities. The Audit Committee reviews the risks faced by the Company and formulates risk management and mitigation procedures from time to time, which are also reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, customer service, market, litigation, logistics, project execution, financial, human resources, environment and statutory compliance.

24. Particulars of Loans, Guarantees and Investments:

Particulars of Loans and Guarantees given if any, during the FY 2025-26 under review, under section 186(1) of the Companies Act, 2013 have been specified in the Notes of the Financial Statements for the year ended 31^st March, 2026 and which may be referred as per requirement and forms part of this report.

During the FY 2025-26 under review, the details of Loans/Borrowing (including the Unsecured Loan from the Directors) Investments along with its nature have been provided at Notes to the Financial Statements for the year ended 31^st March, 2026, which may be referred as per requirement and forms part of this report.

25. Directors Responsibility Statement:

Pursuant to Section 134(5) read with Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following: a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to departures, if any; b) That such accounting policies have been selected and applied consistently and judgments 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 at the end of the financial year and of the profit/ loss of the Company for that period; 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 are prepared on a going concern basis; e) That proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; f) That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

26. Familiarization Program for Independent Directors:

The Directors were introduced to all the Board members and the senior management personnel as Chief Financial Officer, Company Secretary and various Department heads individually to know their roles in the organization and to understand the information which they may seek from them while performing their duties as a Director. The details of such familiarisation programmes have been disclosed on the Companys website: www.saptarishiagro.com

27. Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct to the management. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. No whistle blower has been denied access to the Audit Committee of the Board. The Whistle Blower Policy/Vigil Mechanism is available on the website of the Company at https:// www.saptarishiagro.com/wp-content/uploads/2021/04/Policy-for-Vigil-Mechanism.pdf

28. Related Party Disclosure:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract/ arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large. Members may refer Notes to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS. The weblink of the policy is https://www.saptarishiagro.com/wp-content/uploads/2019/06/Policy-on-materiality-of-related-party-transactions-and-dealing-with-related-party transactions.pdf

29. Corporate Governance:

The Company is committed to the adoption of best Corporate Governance practices and the management is of the view that a good Corporate Governance policy is one which results in the control of the Company in a regular manner, which makes management transparent, ethical, accountable and fair resulting in enhanced shareholders value. The management is pleased to provide detailed disclosures of specific matters forming part of guidelines for Corporate Governance. The said report forms part of this report Annexure-C.

30. Extracts of Annual Return:

As required under the provisions of sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014. Annual Return is available on the website of the Company at https://www.saptarishiagro.com/mgt-7-annual-return/

31. Disclosure Requirements:

As per SEBI Listing Regulations, Corporate Governance Report with Certificate thereon and Management Discussion and Analysis are attached, which forms part of this report as an annexure.

32. Particular of Employees:

The ratio of remuneration of each Director to the median employees remuneration and other details in terms 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 form part of this Directors Report as an Annexure-D. The details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 there is an employee (except Managing Director, CFO, CEO and CS) in the Company employed throughout the financial year and no employee has salary above Rs.1 Crore 2 lacs per annum or employed in part of the financial year with average salary above Rs. 8.5 lacs per month.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

33. Conservation of Energy, Technology Absorption and Foreign Exchange Earning / Outgo: Conservation of Energy

The Information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as per Section 134 (3)(m) of the Companies Act, 2013 read with Rule(8)(3) of Companies (Accounts) Rules, 2014, is set out in the Annexure Forming Part of the Annual Report market as Annexure-"E".

34. Disclosure Regarding Maintenance of Cost Records

The Company has not maintained cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 as the said provision is not applicable to Company.

35. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a Policy for Prevention of Sexual Harassment to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment, in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules thereunder ("POSH Act"). The provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 have become applicable to the Company with effect from the financial year 2025-26. In compliance with the requirements of the Act, the Company has constituted an Internal Complaints Committee (ICC) to ensure a safe and secure working environment for all employees, especially women.

The Company has complied with the provisions relating to the constitution and composition of the Internal Committee under the POSH Act. During the year under review, no case of sexual harassment was reported to the Internal Committee ("IC").

36. Maternity Benefit Act, 1961

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961. No instances of non-compliances were observed during the review period.

37. Secretarial Standards

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively.

38. General Disclosures

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items, During the FY 2025-26 under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise

2. Issue of Shares (Including Sweat Equity Shares or Employees Stock Option Scheme) to employees of the Company under any scheme

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and your Companys operation in future.

4. There has been no change in the nature of business of your Company

5. Revision of financial statements and Directors Report of your Company.

6. During the FY 2025-26 under review, there were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts.

7. During the FY 2025-26 under review, the Company has not entered into any one-time settlement with Banks or lending institutions

8. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

9. Disclosures of transactions of the Company with any person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company 10. The Company dont have any Associates, Joint Venture or Subsidiary therefore no consolidation of accounts is needed.

11. Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

12. Instances of transferring the funds to the Investor Education and Protection Fund. 13. Issue of debentures / bonds / warrants / any other convertible securities.

39. Insider Trading & Structured Digital Database

The Company has implemented the Code of Internal Procedure & Conduct as required under the extant SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Company has also maintained a Structured Digital Database as mandated under the above Regulations.

40. Details of application made or proceedings pending under the Insolvency and Bankruptcy Code, 2016

During the FY 2025-26 under review, there were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other courts.

41. One-time settlement with banks or lending institutions, if any

During the FY 2025-26 under review, the Company has not entered into any one-time settlement with Banks or lending institutions.

42. Cyber Security

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

43. Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Companys shares by Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website and link for the same is https://www.saptarishiagro.com/wp-content/uploads/2019/06/Policy-for-code-of-Practices-AndProcedures-For-Fair-Disclosure-Of-Unpublished-Price-Sensitive-Information-UPSI-Draft-Code-policy.pdf

44. Acknowledgements:

The members of the Board of Directors wish to place on record their sincere appreciation for the devoted services rendered by employees and the continued co-operation and confidence of shareholders. The Board expresses their sincere thanks to the Bankers, Government and all other well-wishers for their consistent contribution at all levels to ensure that the Company continues to grow and excel.