Saptarishi Agro Industries Ltd Directors Report

To,

The Shareholders,

SAPTARISHI AGRO INDUSTRIES LIMITED

Your directors take pleasure in presenting the 32nd Annual Report on the affairs of the Company along with the audited financial statements for the financial year ended on 31st March, 2024.

1. Financial Summary/Highlights:

The financial results for the year ended 31st March 2024 and the corresponding figures for the last year are as under:

(Amount in ?)

Sr. No. Particulars	Standalone
	March 31, 2024	March 31, 2023
1 Sales	411,928.55	387,017.04
2 Operating & Other Income	988.02	934.32
3 Total Revenue	412,916.57	387,951.36
4 Profit Before Interest, Depreciation, Exceptional Items and Taxes (EBIDTA)	24,863.64	5,958.63
5 Interest and Financial Cost	1,972.15	35.73
6 Depreciation and Amortization	203.17	203.17
7 Exceptional items	0	0
8 Extraordinary Items	0	0
9 Profit / (Loss) Before Taxation (PBT)	24,863.64	5,958.63
10 Tax Expenses	4,480.00	0
11 Profit / (Loss) After Taxation (PAT)	20,383.64	5,958.63

*Figures are rounded off wherever required

2. Companys Performance:

During the FY under review, the total revenue from operations was Rs 411,928.55 lakhs (Previous FY 3,87,017.04 lakhs) on standalone basis. The Profit after Tax for the FY was 20383.64 lakhs (Previous FY 5958.63 lakhs).

The Company is highly hopeful towards upcoming future and is constantly working on exploring opportunities in food processing sectors. Your Company has planned to commence its operations in Frozen Fruits & Vegetable Processing line in the upcoming financial year. Moreover, the Company is also planning to explore opportunities the Land development market and has planned to collaborate with experts in the Real Estate development sector for further business opportunities.

3. Changes in Share Capital:

During the FY 2023-24 under review, the capital structure of the Company stands as follows:

Authorised Capital (as on 31st March 2023) Increase During the FY 2023-24	? 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 NIL
Authorised Capital (as on 31st March 2024)	? 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 2023)	? 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 2023-24	NIL
Issued, Subscribed and fully paid up (as on 31st March 2024)	? 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

4. Dividend:

To conserve the resources of the Company and to ensure better long term results your directors are of the opinion to plough back the entire profits and do not recommend any dividend for the year.

5. Change in the nature of business

During the FY 2023-24 under review, there is no change in the nature of the business of the company.

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. The Company is proposing a Land Development Project on a part of its Land situated at situated at Ppadalam, Post: Chengalpattu, Tamil Nadu. by way of doing a Plotted Development/Plotting and planning to formulate a scheme for development of the Project Land.

6. Transfer to General Reserves:

The Company has transferred NIL to General Reserve.

7. 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 officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

8. 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 2023-24.

Directors

a) Compositions

The Board consists of 8 (eight) members as on 31st March, 2024. The details of the Board members During the FY 2023-24 are as follows:

DIN	Full Name	Designation	Date of Appointment
02517567	Mr. Krunal Ravjibhai Patel	Chairman- Executive	02/08/2017
02721107	Mr. Rushabh Ravjibhai Patel (Re-appointed as the Managing Director of the Company for the term of 3 years with effect from August 11,2023)	Managing Director	02/08/2017

 

DIN	Full Name	Designation	Date of Appointment
02721107	Mr. Rushabh Ravjibhai Patel (Appointed as the Chief Financial Officer of the Company wef November 07, 2023)	Chief Financial Officer	07/11/2023
00310385	Mr. Ravjibhai Nagarbhai Patel	Director and CFO -Non-Independent- Non-Executive (Ceased to be Director & Chief Financial Officer of the Company due to resignation w.e.f November 07, 2023)
00387060	Mr. Janayash Nareshbhai Desai (Re-appointed as the Whole Time Director of the Company for the second term of 3 years with effect from June 01,2024)	Whole Time Director	13/11/2017
01382184	Mr. Divyakant Ramniklal Zaveri (Re-appointed as the Director -Independent- Non Executive of the Company for the second term of 5 years with effect from February 11,2024)	Director-Independent- Non-Executive & Chairperson- Audit Committee	11/02/2019
08285440	Mr. Rishi Bhootra (Re-appointed as the Director -Independent- Non Executive of the Company for the second term of 5 years with effect from October 31,2023)	Director -Independent- Non-Executive & Chairperson- Stake holder Relationship Committee	02/11/2018
06603231	Mr. Manish Purshottamdas Kella	Director- Independent- Non Executive & Chairman- Nomination and remuneration committee (Ceased to be Director and Chairman- Nomination and remuneration committee due to resignation w.e.f October 28 , 2023)
06360681	Ms. Ramadoss Bhuvaneswari	Director-Nominee of TamilNadu Industrial Development Corporation Limited	29/06/2021
08284892	Mrs. Vaibhavi Ashhish Patel (Re-appointed as the Director -Independent- Non Executive of the Company for the second term of 5 years with effect from October 31,2023)	Director- Independent Woman- NonExecutive 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

The appointment, re-appointments & resignation of directors during the financial year under review are as under:

• Mr. Rushabh Ravjibhai Patel was re-appointed as the Managing Director of the Company for the term of 3 years with effect from August 11,2023.

• Mr. Ravjibhai Nagarbhai Patel ceased to be Director- Non-Independent- Non-Executive & Chief Financial Officer of the Company due to resignation w.e.f November 07, 2023

• Mr. Manish Purshottamdas Kella ceased to be Director and Chairman- Nomination and remuneration committee due to resignation w.e.f October 28,2023

• Mr. Divyakant Ramniklal Zaveri was re-appointed as the Director -Independent- Non-Executive of the Company for the second term of 5 years with effect from February 11,2024

• Mr. Rishi Bhootra was re-appointed as the Director -Independent- Non Executive of the Company for the second term of 5 years with effect from October 31,2023

• Mrs. Vaibhavi Ashhish Patel was re-appointed as the Director -Independent- Non Executive of the Company for the second term of 5 years with effect from October 31,2023.

• Mr. Janayash N Desai was re-appointed as the Whole Time Director of the Company for the second term of 3 years with effect from June 01,2024

Declarations by Independent Directors

Independent Directors have given declaration confirming that they comply with the requirements of Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board of Directors, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct.

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. Krunal Ravjibhai Patel (DIN 02517567) and Mr. Rushabh R Patel (DIN 02721107), directors of the Company are liable to retire by rotation at the ensuing AGM and being eligible offers himself for reappointment.

Key Managerial Personnel

During the FY 2023-24 under review, the Key Managerial Personnel as per the provisions of the Companies Act, 2013 and are holding office after the commencement of the Companies Act, 2013 were as below:

Name	Designation
Ms. Ruchi Biren Shah*	Company Secretary & Compliance Officer
Ms. Sneha Ramesh Lalwani**	Company Secretary & Compliance Officer
Mr. Ravjibhai N Patel***	Chief Financial Officer
Mr. Rushabh R Patel***	Managing Director & Chief Financial Officer
Mrs. Priyanka Tripathi****	Company Secretary & Compliance Officer
Mr. Janayash N Desai*****	Whole Time Director

* Smt Ruchi Biren Shah has resigned from the designation of Company Secretary & Compliance Officer of the Company w.e.f. 23rd August, 2023 due to personal reasons.

**Smt Sneha Ramesh Lalwani who was appointed on 7th November, 2023 ceased to be the Company Secretary & Compliance Officer due to resignation w.e.f. 8th February, 2024 for better opportunities.

***Shri Ravjibhai Nagarbhai Patel ceased to be the Director & CFO due to resignation w.e.f. 7th November, 2023 and Shri Rushabh Ravjibhai Patel has been appointed as CFO wef from the same date.

****Smt Priyanka Tripathi is appointed as a Company Secretary & Compliance Officer of the Company w.e.f. 13 February, 2024.

****Shri Janayash N Desai is re appointed as a Whole Time Director of the Company w.e.f. 1st June, 2024.

9. Number of Board Meetings and Committee Meetings:

The Board met Five (5) times during the Financial Year 2023-24 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 2023-24 under review, all recommendations made by the Committees were accepted by the Board of Directors.

10. Committees of Board:

Committees of Board During the FY 2023-24 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.

11. 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 20th March, 2024 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.

12. 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.

13. 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 2023-24 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.

14. 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

Agro maustries Lta

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.

15. Frauds reported by the auditor

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

16. Corporate Social Responsibility Committee, Policy and Initiatives taken During the FY 2023-24 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.

17. Subsidiary, Joint-venture and Associate Companies:

Your Company continues to be Subsidiary of Calibre Rehabs Private Limited During the FY 2023-24 under review.

The Company does not have any subsidiary, Joint Venture or Associate Company.

18. Name of companies which have ceased to be its subsidiaries, joint ventures or associate companies During the FY 2023-24

None

19. 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 2023-24 under review.

20. 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 35th 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 30th Annual General Meeting for a period of 5 years commencing from the conclusion of the 30th Annual General Meeting till the conclusion of 35th 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 2023-24 is enclosed to this report as an Annexure - A. There are no reservation or adverse remark made by the Secretarial Auditors in their report.

However, there is a qualification in the Secretarial Audit Report which is self explanatory and the Board has taken corrective note to rectify the same.

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 2024-2025.

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 2024-2025.

21. 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.

22. 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.

23. Particulars of Loans, Guarantees and Investments:

Particulars of Loans and Guarantees given if any , during the FY 2023-24 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 31st March, 2024 and which may be referred as per requirement and forms part of this report.

During the FY 2023-24 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 31st March, 2024, which may be referred as per requirement and forms part of this report.

24. 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.

25. 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

26. 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

27. 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

28. 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.

29. 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/

30. 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.

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

During the FY 2023-24, there is no production therefore no use of energy and technology.

During the FY 2023-24 under review, company has not any foreign earning or outgo.

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 ?1 Crore 2 lacs per annum or employed in part of the financial year with average salary above ? 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. 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.

34. Disclosure as per The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company. Therefore, Internal Complaints Committee under Act has not been formed.

However, no compliant of Sexual Harassment of Women has been received or redressed during the FY 2023-24.

35. 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.

36. 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 2023-24 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 2023-24 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 2023-24 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.

37. 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.

38. Details of application made or proceedings pending under the Insolvency And Bankruptcy Code, 2016

During the FY 2023-24 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 .

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

During the FY 2023-24 under review, the Company has not entered into any one-time settlement with Banks or lending institutions.

40. 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.

41. 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-And- Procedures-For-Fair-Disclosure-Of-Unpublished-Price-Sensitive-Information-UPSI-Draft-Code-policy.pdf

40. 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.

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Saptarishi Agro Industries Limited

Ppadalaam Sugar Factory Road,

Pazhyanoor Pos Pazhyanoor Pos,

Kancheepuram-000000.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Saptarishi Agro Industries Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit by using appropriate Information technology tools like virtual data sharing by way of data room and remote desktop access tools, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2024, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter. The physical Inspection or Verification of documents and records were taken to the extent possible:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2024 according to the provisions of:

(i) . The Companies Act, 2013 (the Act) and the rules made hereunder;

(ii) . The Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 and the

rules made thereunder;

(iii) . The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and the

Regulations and Bye-laws framed thereunder;

(iv) . Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of

Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings:-

(v) . The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,

1992 (SEBI Act):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

d. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (Not applicable to the Company during the Audit period);

e. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not Applicable

to the Company during the audit period);

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not Applicable to the Company during the audit period):-

i. SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015;

(vi) . Laws specifically applicable to the industry to which the Company belongs, as identified by the management,

that is to say:

(a) The Electricity Act, 2003

(b) The Grid Code, the grid connectivity standards applicable to the Transmission Line and the sub-station as per the Central Electricity Authority (Technical Standards for Connectivity to the Grid) Regulations, 2007, Central Electricity Authority (Technical Standards for Construction of Electrical Plants and Electric Lines) Regulations, 2010.

We have also examined compliance with the applicable clauses of the following:

a. Secretarial Standards issued by the Institute of Company Secretaries of India;

b. The Listing Agreements entered into by the Company with Stock Exchange(s);

(vii) . During the period under review the Company has complied with the provisions of the Act, Rules, Regulations,

Guidelines, Standards, etc. mentioned above except however the Company has passed a resolution in board meeting for approval of audited financial result, appointment of internal auditor and Secretarial auditor appointment for the year ended 31st March, 2023 for which company has not filed e form MGT-14 as per Section 117 of Companies Act, 2013.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

Adequate notice is given to all directors to schedule the Board Meetings. Agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members views, if any, are captured and recorded as part of the minutes.

We further report that, there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the year under review, the Company has passed following special resolutions;

1. To consider and, if thought fit, approve re-appointment of Mr. Rishi Bhootra (DIN:08285440) as Independent Director of the Company.

2. To consider and, if thought fit, approve re-appointment of Mrs. Vaibhavi Ashhish Patel (DIN:08284892) as Independent Women Director of the Company.

3. To consider and, if thought fit, approve reappointment of Mr. Divyakant Ramniklal Zaveri (DIN:01382184) as Independent Director of the Company.