Saptarishi Agro Industries Ltd Directors Report

To,

The Shareholders,

SAPTARISHI AGRO INDUSTRIES LIMITED

Your directors take pleasure in presenting the 33rd Annual Report on the affairs of the Company along with the audited financial statements for the financial year ended on 31st March, 2025 (FY 2024-2025).

1. Financial Summary/Highlights:

The summarized financial highlights for the year ended 31st March 2025 and the corresponding figures for the last year are depicted below:

(Amount in Rs 000)

	Particulars	Standalone
		March 31, 2025	March 31, 2024
1	Sales	7,94,315.17	411928.55
2	Operating & Other Income	0	988.02
3	Total Revenue	7,94,315.17	412916.57
4	Profit Before Interest, Depreciation, Exceptional Items and Taxes (EBIDTA)	21,401.85	24863.64
5	Interest and Financial Cost	8242.79	1972.15
6	Depreciation and Amortization	213.29	203.17
7	Exceptional items	0	0
8	Extraordinary Items	0	0
9	Profit / (Loss) Before Taxation (PBT)	21,401.85	24863.64
10	Tax Expenses	0	4480.00
10	Profit / (Loss) After Taxation (PAT)	21,401.85	20383.64

*Figures are rounded off wherever required

2. Business Performance & Future Outlook:

During the FY under review, the total revenue from operations was Rs 7,94,315.17 thousands (Previous FY 4,11,928.55 thousands) on standalone basis. The Profit after Tax for the FY was 21,401.85 thousands (Previous FY 20383.64 thousands).

The Company is poised for a significant phase of growth and diversification, with the upcoming launch of two key projects that reflect its forward-looking vision and strategic expansion plans. Having built a strong foundation in the agri-business sector, particularly through consistent involvement in the trading of mushrooms over the years, the Company has steadily strengthened its presence and expertise in this segment.

Building on this momentum, the Company is now set to enter the Frozen Fruits & Vegetables (FFV) market with the introduction of a new brand- FRAYTOZ. This venture is aimed at meeting the rising consumer demand for convenient, healthy, and high-quality food products. All necessary regulatory approvals have been obtained, and preparations for the brand launch are already underway, with operations expected to commence shortly.

In addition to its agri-business expansion, the Company is also venturing into the real estate sector through a Land Development project focused on residential plot sales. This project will be rolled out in two phases: the first phase was launched in the first half of the financial year as Growth Town Project, and the second phase is scheduled in the latter half of the financial year.

These initiatives position the Company to diversify its revenue streams, enhance long-term sustainability, and create greater value for stakeholders. With a clear focus on innovation, quality, and market relevance, the Company is well-positioned to capitalize on emerging opportunities in both the FMCG and real estate sectors.

The Company is set for a strong growth phase with strategic diversification into the FMCG and real estate sectors. The upcoming launch of FRAYTOZ in the Frozen Fruits & Vegetables segment will cater to rising demand for convenient and healthy food products. Simultaneously, the planned residential Land Development project, to be executed in two phases in the next financial year, will broaden revenue streams. These initiatives are expected to strengthen market presence, enhance profitability, and create long-term value for stakeholders.

With hard work and the right planning, the Company is confident about building a strong future for the business and its stakeholders.

3. Changes in Share Capital:

During the FY 2024-25 under review, the capital structure of the Company stands as follows:

Authorised Capital (as on 31 st March 2024)	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 2024-25	NIL
Authorised Capital (as on 31 st 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
Issued, Subscribed and fully paid up (as on 31st March 2024)	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 2024-25	NIL
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

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

During the financial year 2024-25 under review, there has been no change in the nature of the Companys business.

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.

6. Transfer to General Reserves:

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

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 2024-25.

Directors

Compositions

The Board consists of 8 (eight) members as on 31st March, 2025. The details of the Board members during the FY 2024-25 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- NonExecutive & 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- NonExecutive Director & Chairperson- Nomination Remuneration Committee	02/11/2018
09726271	Ms. Gargi Neel Shah	Director- Independent Woman- NonExecutive 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. Janayash Nareshbhai 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

Mr. Krunal Ravjibhai Patels continuation as the director of the Company was confirmed in the in the Annual General Meeting dated September 23, 2024

Mr. Rushabh Ravjibhai Patel was reappointed as a Managing Director in the Annual General Meeting dated September 23, 2024

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 31,2025 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. Krunal Ravjibhai Patel (DIN 02517567), 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 2024-25 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
Mr. Janayash Nareshbhai Desai	Whole Time Director

*Shri Janayash Nareshbhai Desai is re-appointed as a Whole Time Director of the Company w.e.f. June 01,2024.

9. Number of Board Meetings and Committee Meetings:

The Board met Six (6) times during the Financial Year 2024-25 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 2024-25 under review, all recommendations made by the Committees were accepted by the Board of Directors.

10. Committees of Board:

During the FY 2024-25 under review, with the objective of further strengthening governance standards in line with internationally accepted best practices, the Board constituted certain Committees to enhance their independence, constituted new Committees and Sub-committees, and amended/adopted the terms of reference of these Committees. Most of the Committees comprise a majority of Independent Directors. Details of the various Committees constituted by the Board, including those mandated under the provisions of the Companies Act and the SEBI Listing Regulations, are provided in the Corporate Governance Report, forming part of this Annual Report.

11. Independent Directors Meeting

Pursuant to Regulation 25(3) of the SEBI Listing Regulations, a separate meeting of Independent Directors was held on 7th March 2025 to evaluate the performance of the Non-Independent Directors, including the Chairman. The evaluation was carried out based on the approved criteria and framework. The Independent Directors reviewed aspects such as leadership, contribution at meetings, and independent judgment, and expressed satisfaction with the performance.

12. Performance Evaluation

I n compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board conducted the annual performance evaluation of the Board, its Committees, and individual Directors (including Independent, Non-Executive, Executive Directors, and the Chairman). The process covered parameters such as composition, competencies, preparedness, attendance, contribution at meetings, effective participation, independent judgment, and understanding of roles.

The Nomination and Remuneration Committee (NRC) also reviewed the performance of individual Directors. Overall performance was found to be satisfactory. Further details of the evaluation framework and process are provided in the Corporate Governance Report forming part of this Annual Report.

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 2024-25 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 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 2024-25 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 continued to remain a subsidiary of Calibre Rehabs Private Limited during the FY 2024-25. 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 2024-25

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 2024-25 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.

21. 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.

22. Secretarial Auditors

The Secretarial Audit Report pertaining to the financial year 2024-25 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 as the Secretarial Auditors of the Company to conduct the secretarial audit for a period of five financial years

commencing from the financial year 2025-26. The proposed annual remuneration payable to CSA is INR 4,00,000 (Rupees Four Lacs Only) exclusive of GST, certification charges, applicable taxes, out-of-pocket expenses, and reimbursements or such other amount as may be decided and approved by the Committee/Board.

The Board recommends the resolution set forth in Item No. 04 of the Notice for the approval of the members.

23. 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.

24. 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.

25. 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.

26. Particulars of Loans, Guarantees and Investments:

Particulars of Loans and Guarantees given if any, during the FY 2024-25 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, 2025 and which may be referred as per requirement and forms part of this report.

During the FY 2024-25 under review, the details of Loans/Borrowing (including the Unsecured Loan from the Directors & Corporate Guarantee received) along with its nature have been provided at Notes to the Financial Statements for the year ended 31st March, 2025, which may be referred as per requirement and forms part of this report.

27. 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.

28. 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: https://www.saptarishiagro.com/wp-content/uploads/2025/04/Familarization-Programme-Disclosure- Pursuant-to-Regulation-46-of-SEBIListing-Obligations-and-Disclosure-Requirements-Regulations-2015.pdf

29. 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

30. Related Party Disclosure:

Prior or omnibus approval, as applicable, is obtained from the Audit Committee for all related party transactions, and such transactions are periodically placed before the Committee for its review and approval, in accordance with the Companys Related Party Transaction Policy. Approval for material related party transactions was obtained from the shareholders through a postal ballot notice dated 28th November 2024, strictly in line with the Companys Related Party Transaction Policy and Regulation 23 of the SEBI (LODR) Regulations, 2015.

The particulars of such transactions, as required to be disclosed in Form AOC-2, are attached as Annexure VIII. Further, in accordance with Indian Accounting Standard (Ind AS) 24 - Related Party Disclosures, details of related party transactions are provided in Note No. 37 of the financial statements.

As required under Regulation 46(2)(g) of the SEBI (LODR) Regulations, 2015, the Companys Related Party Transaction Policy is disclosed on the Companys website and can be accessed at:

https://www.saptarishiagro.com/wp-content/uploads/2019/06/Policv-on-materialitv-of-related-partv-

transactions-and-dealing-with-related-party-transactions.pdf

31. 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.

32. 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/

33. 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.

34. 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 are employees (except Managing Director, CFO, CEO and CS) in the Company employed throughout the financial year but 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.

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

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 marked as Annexure - "E".

36. 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.

37. 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"). 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").

The following is the summary of Sexual Harassment complaints received and disposed off during the year 2024-25:

No. of Complaints pending as on 1st April, 2024: NIL No. of Complaints received: NIL No. of Complaints Disposed of: NIL

38. Maternity Benefit Act, 1961

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

39. 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.

40. 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 2024-25 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 2024-25 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 2024-25 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.

41. 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.

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

During the FY 2024-25 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 .

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

During the FY 2024-25 under review, the Company has not entered into any one-time settlement with Banks or lending institutions.

44. 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.

45. 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/Policv-for-code-of-Practices- AndProcedures-For-Fair-Disclosure-Of-Unpublished-Price-Sensitive-Information-UPSI-Draft-Code-policy.pdf

46. 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.

	For & By order of the Board,
	Saptarishi Agro Industries Limited
	Krunal Ravjibhai Patel
Date: 12th August, 2025	Chairman
Place: Ahmedabad	DIN-02517567