Sarda Proteins Ltd Directors Report

To, Dear Shareholders, The Directors of Sarda Proteins Limited have the pleasure of presenting their 35th Annual Report on the business and operations of the Company together with Standalone Audited Financial Statements and Auditors Report of your Company for the year ended 31st March, 2026.

1. FINANCIAL RESULTS

The audited financial results of the Company for the year ended 31st March, 2026 are summarized below: (Rs. in Lakhs)

PARTICULARS	STANDALONE 2025-26	STANDALONE 2024-25
Revenue from Operations	1,615.84	2,419.10
Add: Other Income	34.98	0.06
Total Revenue	1,650.82	2,419.16
Profit before finance costs, tax, depreciation	63.89	2.04
Less: Finance Cost	0.00	0.02
Less: Depreciation and Amortisation	0.39	0.00
Profit before Tax	63.51	2.02
Provision for Tax (Deferred Tax)	18.07	-1.51
Profit / (loss) for the period	45.44	0.51

2. REVIEW OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

The Annual Report includes the standalone Financial Statement of the company. During the Current Financial Year, the Company has achieved a turnover of RS. 1,615.84 Lakhs as against the turnover of RS. 2,419.10 Lakhs in the previous year. The net profit of the Company is RS. 45.44 Lakhs in the current year as against RS. 0.51 Lakhs in the previous year.

3. TRANSFER TO RESERVES & SURPLUS

During the year under review, the board proposes to transfer the balance of profit to the Reserve and Surplus.

4. DIVIDEND & TRANSFER OF UNCLAIMED DIVIDEND TO IEPF

In order to conserve resources for future growth and expansion, the Board of Directors has decided not to recommend any dividend for the financial year 2025-26.

Transfer of unclaimed dividend to Investor Education and Protection Fund:

There was no unclaimed/unpaid dividend, application money, debenture interest and interest on deposits as well as the principal amount of debentures and deposits, remaining unclaimed/ unpaid in relation to the Company hence the Company is not required to transfer any amount to Investor Education and Protection Fund (IEPF).

5. SHARE CAPITAL

During the year under review, the Company converted warrants into 72,50,000 equity shares of face value Rs, 10/- each, aggregating to RS. 725.00 Lakhs, and consequent thereto, the paid-up equity share capital of the Company stood at RS. 897.59 Lakhs, comprising 89,75,900 equity shares of RS. 10/- each, as on March 31,2026.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

During the year under review, there were no material changes affecting the financial position or strategic direction of the Company.

7. STATEMENT OF DEVIATION OR VARIATION

Pursuant to Regulation 32(1) of SEBI (LODR) Regulations, 2015, there is no material deviation/variation in the utilization of funds raised by the Company.

8. CHANGE IN NATURE OF BUSINESS

During the period under review, the Company has not changed its line of business in such a way that amounts to commencement of any new business or discontinuance, sale or disposal of any of its existing businesses or hiving off any segment or division.

9. EXTRACT OF ANNUAL RETURN

In compliance to provisions of section 134 (3) (a) of the Companies Act, 2013 copy of the Annual Return referred to in sub section (3) of Section 92 of the Act as prepared in Form No. MGT 7 is placed on the website of the company.

10. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Following are the Directors and KMPs of your Company. Pursuant to the provisions of section 2 (51), 149, 184 and 203 of the Companies Act, 2013 and under Listing Regulations;

S. NO. NAME OF DIRECTORS / KMP	DESIGNATION	DIN / PAN	DATE OF APPOINTMENT
1. Mr. Yagnik Arvindbhai Satasiya	Director & Chairperson	11663033	04/07/2026
2. Mr. Shirish Dhirajlal Savaliya	Managing Director	08721554	04/07/2026
3. Mr. Shivam Gunvantray Zaladi	Director	11251860	08/12/2025
4. Mr. Dhairyakumar Mohanbhai Thakkar	Independent Non-Executive Director	08803649	17/04/2024
5. Ms. Minal Surendra Jain	Independent Non-Executive Director	11822395	15/07/2026
6. Ms. Drashti Harshadbhai Delvadiya	Chief Financial Officer	HFIPD1959F	04/07/2026
7. Ms. Namrata Karwa	Company Secretary	EQFPRS. 3722L	26/10/2024

During the year, Mr. Chirag Shantilal Thumar, Mr. Khilan Hareshbhai Savaliya, Mr. Gunvantray Jayantilal Zaladi, Mr. Bipinkumar Babubhai Savalia, and Mr. Chintan Umeshbhai Bhatt resigned from the Board of Directors. The Board places on record its appreciation for their services.

In accordance with the provisions of section 149, 152, and other applicable provisions of the Companies Act, 2013, one-third of such Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr.Shivam Gunvantray Zaladi (DIN: 11251860), Director will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself/herself for re-appointment.

In terms of requirements of the Listing Regulations, the board has identified core skills, expertise and competencies of the Directors in the context of the Companys businesses for effective functioning, which are detailed in the Corporate Governance Report.

11. DECLARATION OF INDEPENDENT DIRECTORS

(A) Disclosure of statement on declaration given by Independent Directors u/s 149(6):

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Independent Directors have also confirmed that they have complied with the Companys code of conduct prescribed in Schedule IV to the Companies Act, 2013.

(B) Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year:

The Board is of the opinion that the Independent Directors appointed during the year possess high integrity, relevant expertise, and substantial experience, which enable them to make significant contributions to the functioning of the Board and the Company. Their knowledge and proficiency in their respective areas are expected to enhance the governance and strategic oversight of the Company.

It is to be further noted that and per the provisions of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 (as amended from time to time), every Independent Director appointed in the company is required to clear the online proficiency self-assessment test conducted by the institute within a period of two years from the date of inclusion of his name in the data bank, failing which, his/her name shall stand removed from the databank of the Institute. In accordance with the said, all the Independent Directors of the company have registered their name as Independent Directors in the Database of IICA and have cleared the said online proficiency self-assessment test.

12. MEETINGS OF THE BOARD OF DIRECTORS, COMMITTEES & GENERAL MEETINGS

A. General Meeting(s) held during the year

During the financial year, following general meetings were held. The provisions of the Companies Act, 2013 were adhered to while conducting the meetings:

S. NO. NATURE OF MEETING	DATE OF MEETING
1 Annual General Meeting	30.09.2025

B. Disclosure with regard to Board Meeting

(a) Whether Company is an OPC or Small Company as at the FY end date: no

(b) Number of Meeting of Board of Directors:

During the Financial Year, the Company held 9 board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of the Companies Act, 2013 were adhered to while considering the time gap between the two meetings.

S. NO.	MEETING DATE	TOTAL NUMBER OF DIRECTORS ASSOCIATED	NUMBER OF DIRECTORS ATTENDED	% OF ATTENDANCE
1	08/04/2025	4	4	100%
2	15/05/2025	4	4	100%
3	11/08/2025	4	4	100%
4	14/08/2025	4	4	100%
5	08/09/2025	4	4	100%
6	29/11/2025	4	4	100%
7	08/12/2025	4	4	100%
8	14/02/2026	7	7	100%
9 18/03/2026	7	7	100%

C. Committee Meetings held during the Financial Year

During the Financial Year, the following committee meetings were held by the committees as constituted as per the provisions of the Companies Act, 2013:

S. NO. NAME OF COMMITTEE	MEETING DATE	TOTAL MEMBERS ASSOCIATED	MEMBERS ATTENDED	% OF ATTENDANCE
1 AUDIT COMMITTEE	15/05/2025	3	3	100
2 AUDIT COMMITTEE	14/08/2025	3	3	100
3 AUDIT COMMITTEE	29/11/2025	3	3	100
4 AUDIT COMMITTEE	14/02/2026	3	3	100
5 NOMINATION AND REMUNERATION COMMITTEE	15/05/2025	3	3	100
6 NOMINATION AND REMUNERATION COMMITTEE	08/12/2025	3	3	100
7 STAKEHOLDER RELATIONSHIP COMMITTEE	15/05/2025	3	3	100

13. COMMITTEES OF THE BOARD

1. AUDIT COMMITTEE

I. The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014.

II. The terms of reference of the Audit Committee are broadly as under:

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommend the appointment, remuneration and terms of appointment of auditors of the Company;

3. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

A. Matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section 3 of section 134 of the Act

B. Disclosure of any related party transactions

C. Qualifications in the draft audit report

4. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

5. Review and monitor the auditors independence and performance, and effectiveness of audit process;

6. Scrutiny of inter-corporate loans and investments;

7. Evaluation of internal financial controls and risk management systems;

8. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

9. Discussion with internal auditors of any significant findings and follow up there on;

10. Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed;

11. Approval of appointment of CFO;

III. The Audit Committee invites executives, as it considers appropriate (particularly the head of the finance function), representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings. The Company Secretary acts as the secretary to the Audit Committee.

IV. The composition of the Audit Committee is given below:

NAME OF THE MEMBER	POSITION HELD IN THE COMMITTEE	CATEGORY OF THE MEMBER
Mr. Dhairyakumar Mohanbhai Thakkar	Chairperson	Independent Non-Executive Director
Mr. Shivam Gunvantray Zaladi	Member	Professional Non-Executive Director
Ms. Minal Surendra Jain	Member	Independent Non-Executive Director

2. NOMINATION AND REMUNERATION COMMITTEE

I. Company has constituted this Committee in compliance of the provisions of Section 178(3) of the Companies

Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014.

II. The broad terms of reference of the Nomination and Remuneration Committee are as under:

1. Recommend to the board the set up and composition of the board and its committees. including the "formulation of the criteria for determining qualifications, positive attributes and independence of a director". The committee will consider periodically reviewing the composition of the board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.

2. Recommend to the board the appointment or reappointment of directors.

3. Devise a policy on board diversity.

4. On an annual basis, recommend to the board the remuneration payable to the directors and oversee the remuneration to executive team or key managerial personnel of the Company.

5. Provide guidelines for remuneration of directors on material subsidiaries.

III. The composition of the Nomination and Remuneration Committee is given below:

NAME OF THE MEMBER	POSITION HELD IN THE COMMITTEE	CATEGORY OF THE MEMBER
Ms. Minal Surendra Jain	Chairperson	Independent Non-Executive Director
Mr. Dhairyakumar Mohanbhai Thakkar	Member	Independent Non-Executive Director
Mr. Yagnik Arvindbhai Satasiya	Member	Professional Non-Executive Director

3. STAKEHOLDER RELATIONSHIP COMMITTEE

I. The composition of the STAKEHOLDER RELATIONSHIP COMMITTEE is given below:

NAME OF THE MEMBER	POSITION HELD IN THE COMMITTEE	CATEGORY OF THE MEMBER
Mr. Yagnik Arvindbhai Satasiya	Chairperson	Professional Non-Executive Director
Ms. Minal Surendra Jain	Member	Independent Non-Executive Director
Mr. Shivam Gunvantray Zaladi	Member	Professional Non-Executive Director

14. BOARD EVALUATION

In compliance with the Companies Act, 2013 the performance evaluation of the Board was carried out during the year under review. The Company has prepared an annual performance evaluation policy for performance evaluation of Independent Directors, Board and the Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairperson of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department.

15. POLICY ON NOMINATION & REMUNERATION

The Board of Directors has framed a Nomination and Remuneration Policy that lays down a framework in relation to the appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees of the Company ("Policy").

The above Policy is given as an Annexure, which forms part of this Report, and has also been posted on the website of the Company.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, with respect to the Directors Responsibility Statement, it is hereby confirmed that:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) The Directors have taken proper and sufficient care 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) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors, in the case of a listed company, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

17. FINANCE & ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31st March, 2026, have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with the relevant Rules. The estimates and judgments relating to the Financial Statements are made on a prudent basis, to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended 31st March, 2026.

18. AUDITORS & THEIR REPORTS

(a) Statutory Auditors & their Report

M/s. A H Mandaliya & Associates, Chartered Accountants (FRN: 146705W) acted as the Statutory Auditors of the Company for the year under review. Company has received certificate from the Auditors to the effect they are not disqualified to continue as statutory auditors under the provisions of applicable laws.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory.

(b) Secretarial Auditor

According to the provision of section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s H Togadiya & Associates, Practicing Company Secretary(ies), to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report Submitted by M/s H Togadiya & Associates, for the financial year ended 31/03/2026 in the prescribed form MR-3 is annexed to the report.

The Secretarial Auditor has made the following observation in the Secretarial Audit Report for FY 2025-26, on which the Board offers its comments as under:

The Company did not have a Woman Director on its Board during the financial year 2025-26, as required under Section 149(1) of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Board acknowledges this lapse, which arose on account of delay in identifying a suitable candidate. The Company has since appointed Ms. Minal Surendra Jain (DIN: 11822395) as an Independent Woman Director on the Board with effect from 15th July, 2026, and is now compliant with this requirement.

(c) Internal Auditor

In terms of Section 138 of the Companies Act, 2013, read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company is required to appoint an Internal Auditor to conduct an internal audit of its functions and activities.

The Board appointed M/s. A.H. Modasiya & Co, Chartered Accountant(s)/Internal Auditor(s), as the Internal Auditor of the Company. The Internal Audit Report was received yearly by the Company and the same was reviewed and approved by the Audit Committee and Board of Directors. The yearly Internal Audit Report received for the financial Year 2025-26 is free from any qualification, further, the notes on accounts are selfexplanatory and the observations were looked into by the management.

(d) Cost Auditor

The Cost Audit pursuant to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the company.

19. PUBLIC DEPOSITS

During the financial year 2025-26, your Company has not accepted or renewed any public deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. There are no outstanding deposits as of 31st March, 2026.

20. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company has made and maintained the cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 for the financial year 2025-26.

21. RISK MANAGEMENT POLICY

The Company has developed a very comprehensive Risk Management Policy under which all key risk and mitigation plan are compiled in three stages i.e. Risk assessment/ evaluation, Risk Reporting and Management of the risk evaluated and reported. The objective of the policy is to create and protect shareholders value by minimizing threats or losses, and identifying and maximizing opportunities. The Risk Management Policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

22. CORPORATE SOCIAL RESPONSIBILITIES (CSR)

The company does not meet the criteria specified under Section 135 of the Companies Act, 2013, along with the Companies (Corporate Social Responsibility Policy) Rules, 2014. Therefore, the provisions related to Corporate Social Responsibility are not applicable.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

(A) Conservation of energy: Not applicable

(B) Technology absorption: Not applicable

(C) Foreign exchange earnings and Outgo:

PARTICULARS	AMOUNT (f)
Foreign inflow	Nil
Foreign outflow	Nil

24. INFORMATION ABOUT SUBSIDIARY / JV / ASSOCIATE COMPANY

Not Applicable, as the Company does not have any Subsidiary, Joint Venture or Associate Company during the year under review.

25. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report. To ensure effective Internal Financial Controls the Company has laid down the following measures:

• All operations are executed through Standard Operating Procedures (SOPs) in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

• All legal and statutory compliances are ensured on a monthly basis. Non-compliance, if any, is seriously taken by the management and corrective actions are taken immediately. Any amendment is regularly updated by internal as well as external agencies in the system.

• Approval of all transactions is ensured through a preapproved Delegation of Authority Schedule which is reviewed periodically by the management.

• The Company follows a robust internal audit process. Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Fixed Asset verification of assets is done on an annual basis.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the provisions of Section 186(4) of the Act and SEBI (LODR) 2015, disclosures on particulars relating to loans, advances and investments are provided in the Notes to the Financial Statements provided in this Annual Report.

27. RELATED PARTY TRANSACTIONS

The Company has entered into various Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. Further all the necessary details of transaction entered with the related parties are attached herewith in form no. AOC-2 for your kind perusal and information.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 and Rules made thereunder, the Company has established a Vigil Mechanism for Directors and Employees to report their genuine concerns/grievances, and said mechanism is overseen by the Audit Committee. This Policy is available on the Companys website.

29. ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires the conduct of operations in such a manner to ensure the safety of all concerned, compliances of environmental regulations and preservation of natural resources.

30. DISCLOSURE UNDER 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 constituted an Internal Complaints Committee (ICC) in accordance with the Act. During the financial year 2025-2026, the following is the status of complaints received and resolved:

• Number of complaints received during the year: NIL

• Number of complaints disposed of during the year: NIL

• Number of complaints pending as on end of the financial year: NIL

31. DISCLOSURE ON MATERNITY BENEFITS UNDER MATERNITY BENEFIT ACT, 1961

The Company recognizes and respects the rights of women employees to maternity benefits as per the provisions of the Maternity Benefit Act, 1961 and other applicable laws. It is committed to providing a supportive and inclusive work environment for expecting and new mothers.

32. OTHER STATUTORY DISCLOSURES

• Details of Corporate Insolvency Resolution Process Initiated Under the Insolvency and Bankruptcy Code, 2016 (IBC):

No corporate insolvency resolution process is initiated against your Company under Insolvency and Bankruptcy Code, 2016 (IBC).

• Details of Difference in Valuation:

The company was not required to give details of the difference in valuation since it is not applicable to the Company for the financial year under review.

• Significant and material orders passed by the regulators or courts:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

• Statement regarding compliances of applicable Secretarial Standards:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

• Details of failure to implement any corporate action:

During the year the Company has not failed to execute any corporate action.

• Disclosure in respect of voting rights not exercised directly by the employees:

There were no instances of voting rights not exercised directly by the employees in respect of shares to which scheme relates under section 67 (3) of the Companies Act, 2013 read with Rule 16 (4) Chapter IV- Companies (Share Capital and Debentures) Rules, 2014 during the financial year under review.

• Summary of Other Disclosures:

- There was no revision of financial statements and Boards Report of the Company during the year under review;

- Shifting of Registered Office: The Registered Office of the Company shifted from B-536-537, Matsya Industrial Area, Alwar - 301030, Rajasthan to 2nd Floor, 2, Sai Collection Building, Bus Stand Road, Police Control Room, Alwar Bus Stand Area, Alwar, Rajasthan - 301001, with effect from 15th July, 2026.

- No application has been made under the Insolvency and Bankruptcy Code;

- The requirement to disclose the details of difference between amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

33. APPRECIATION AND ACKNOWLEDGEMENT

The Board placed on record its appreciation for the valuable support and cooperation of the principals, distributors, dealers, customers who have shown their interest and confidence in our products. The Board also placed on record its appreciation for valuable support and co-operation of suppliers, shareholders, banks, management team and the entire work force for their commitment and look forward to their continued support in future.