Sarda Proteins Ltd

To,

The Members

Sarda Proteins Ltd. ("Company")

The Board of Directors of Sarda Proteins Ltd with immense pleasure presents their 33^rd report on the business and operations of the Company along with Audited Financial Statements for the financial year ended on 31^st March, 2024.

1. FINANCIAL SUMMARY/HIGHLIGHTS

The Company's Financial Highlights for the Financial Year ended on 31^st March, 2024 is summarized below:

(Amount in '000')

2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR

The Company is engaged in the trading of Edible Oils and Agri Commodities.

During the period under review, the operational strategy and demand for the products & services could not work out well for the Company as compared to the last financial year. As a result during the financial year 2023-24, the total revenue from the operations was Rs.12957.98/- (In Thousands) as against Rs.57951.48/- (In Thousands) in the previous financial year. However, the company managed to reduce its total expenditure incurred to Rs.14422.58 (In Thousands) as against Rs.59420.29/- (In Thousands) in the previous year. Consequently, the Net Profit after tax for the year is Rs.194.19 /- (In Thousands) as compared to the previous year loss of Rs.330.29/- (In Thousands).

Your directors and the management are undertaking all the possible measures to improve the financial growth in the forthcoming years.

3. TRANSFER TO RESERVES

No amount is proposed to be transferred to the reserves of the Company for the financial year ended on 31^st March, 2024.

4. DIVIDEND

Your Directors do not propose any dividend for the financial year ended on 31^st March, 2024 and decided to retain the entire profits for future growth & contingencies.

5. CAPITAL STRUCTURE

During the Financial Year 2023-24, there were no changes in the share capital structure of the Company and the authorized share capital remains unchanged, paid-up share capital of the Company stands at Rs. 1,72,59,000/- (Rupees One Crore Seventy Two Lakhs and Fifty Nine Thousand Only) and a balance of Rs. 77,86,000/- (Rupees Seventy-Seven Lakh and Eighty-six Thousand only) in Share Forfeiture Account on account of forfeiture of 15,57,200 Equity Shares in earlier years.

6. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report. However, M/s Ritika Vegetable Oil Pvt Ltd, Mr. Babu Lal Data, Mrs Mohini Devi, Mr. Ajay Data, Mrs Nidhie A Data, Mr. Deepak Data, Mrs Ritika Data ("the promoters/ promoter group of the Company") disposed-off the shares held by them in the company through open market transactions in the month of May and June, 2024 respectively.

7. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has duly complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

8. LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans given, and investments made by the company during the year are forming part of the Financial Statements of the company under note no. 8 and 7 respectively.

Further, the company has not given any guarantee or provided security in connection with a loan to any company, body corporate and person(s) during the year under review.

9. DEPOSITS

During the year under review, your Company has neither invited nor accepted or renewed any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

10. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES AND THEIR PERFORMANCE

The Company has no Subsidiary/ Joint Ventures/ Associate Companies.

11. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the financial year 2023-24, the Board duly met 5 times, the details of which are as under:

The frequency of board meetings and quorum at such meetings were in accordance with the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and compliances of Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors issued by ICSI. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013, the Listing Regulations and SS-1.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Members of the Company's Board of Directors are eminent persons of proven competence and integrity. Besides experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

The Board of the Company comprises of 4 (Four) Directors, consisting of 2 (Two) Independent Directors, 1 (One) Non-Executive Women Director and 1 (One) Managing Director as on 31^stMarch, 2024 who bring in a wide range of skills and experience to the Board.

• Mr. Somya Data, Chief Financial Officer of the Company has tendered his resignation from the said designation with effect from November 30, 2023. The Board places on record his appreciation for the services rendered by him during his tenure. Further, he ceased to be associated with the company and was relieved from his duties from the closure of working hours of the said date.

• Mrs. Shipra Gandhi was appointed as the Chief Financial Officer of the Company with effect from December 01, 2023, fulfilling the requirements as prescribed under the Companies Act & Listing Regulations.

• Mrs. Vanita Bhanot (DIN: 08189799), Director of the Company who retired by rotation in the Annual General Meeting of the Company held on September 29, 2023 being eligible, was reappointed with the approval of Members.

Except aforesaid changes, no other changes took place in the directors and KMP of the company during the year under review. Further, the following changes took place after the closure of financial year and till the date of this report:

• Mr. Chirag Shantilal Thumar (DIN: 10640822) was appointed as the Additional Director (Executive) of the company with effect from May 28, 2024 to hold the office of Director till the conclusion of ensuing Annual General Meeting.

• Mr. Khilan Hareshbhai Savaliya (DIN: 08790209) was appointed as the Additional Director (Non-Executive) of the company with effect from June 24, 2024 to hold the office of Director till the conclusion of ensuing Annual General Meeting.

• Mrs. Shipra Gandhi, Chief Financial Officer (CFO) of the company has tendered resignation from the said position and she further ceases to be associated with the company as CFO with effect from July 15, 2024.

• Mrs. Vanita Bhanot (DIN: 08189799), Director (Non-Executive) of the Company has tendered resignation from the Directorship with effect from closure of business hours of July 17, 2024. The Board places on record its appreciation for the services rendered by her during her tenure as Director of the company. Further, she ceases to be associated with the company and is relieved from the duties of a Director.

• Mr. Chintan Umeshbhai Bhatt (DIN: 09289074) was appointed as the Additional Director (Independent) of the company with effect from July 17, 2024 to hold the office of Director till the conclusion of ensuing Annual General Meeting.

• Mr. Dhairyakumar Mohanbhai Thakkar (DIN: 08803649) was appointed as the Additional Director (Independent) of the company with effect from July 17, 2024 to hold the office of Director till the conclusion of ensuing Annual General Meeting.

• Mr. Yagnik Arvindbhai Satasiya was appointed as the Chief Financial Officer (CFO) and Key Managerial Personnel of the Company with effect from July 17, 2024.

• Mr. Amit Kumar Nodi (M. No. A29371) Company Secretary & Compliance Officer of the company has tendered resignation from the said designation with effect from July 31, 2024. The Board places on record its appreciation for the services rendered by him during his tenure. Further, he ceases to be associated with the company and is relieved from the duties of a Company Secretary cum Compliance Officer.

• Mr. Deepak Data (DIN: 01672415), Managing Director of the company has tendered his resignation from the Directorship with effect from August 11, 2024 due to completion of his tenure at the post of Managing Director. The Board places on record its appreciation for the services rendered by him during his tenure as Managing Director of the Company. Further, he ceases to be associated with the company and is relieved from the duties of a Managing Director.

• Mr. Tarun Kumar Taunk (DIN: 09289074), Independent Director of the company has tendered his resignation from the Directorship with effect from August 11, 2024 due to completion of his tenure at the post of Independent Director. The Board places on record its appreciation for the services rendered by him during his tenure as Independent Director of the Company. Further, he ceases to be associated with the company and is relieved from the duties of a Director.

• Mr. Mahavir Pratap Sharma (DIN: 01852846), Independent Director of the company has tendered his resignation from the Directorship with effect from August 11, 2024 due to some personal and unavoidable reason. The Board places on record its appreciation for the services rendered by him during his tenure as Independent Director of the Company. Further, he ceases to be associated with the company and is relieved from the duties of a Director.

13. COMMITTEES OF THE BOARD

(A) Audit Committee

The Audit Committee is constituted pursuant to the provisions of Section 177 of the Companies Act,

2013 and comprises of 2 (two) Independent Directors and 1 (one) Executive Director. Members of

this Committee possess sound expertise / knowledge / exposure.

The Audit committee comprises of 3 Directors, Mr. Tarun Kumar Taunk, Independent Director; Mr. Mahavir Pratap Sharma, Independent Director and Mr. Deepak Data, Managing Director. The Company Secretary of the Company is the Secretary of the Committee.

Meetings:

Four (4) meetings of the Committee were held during the financial year 2023-24 on 30^th May, 2023; 14^th August, 2023; 07^th November, 2023 and 13^th February, 2024. The accounts and financial positions were perused by the Audit Committee and thereafter placed before the Board for their consideration.

The attendance of the Committee members at the meeting is as under:-

After the closure of financial year and till the date of this report, Mr. Tarun Kumar Taunk, Mr. Mahavir Pratap Sharma and Mr. Deepak Data tendered resignation from their respective posts.

Mr. Chintan Umeshbhai Bhatt, Mr. Dhairyakumar Mohanbhai Thakkar and Mr. Chirag Shantilal Thumar were appointed as the Additional Directors of the company. Consequently, the Company has re-constituted the Audit Committee ("Audit Committee") vide Board Resolution dated August, 12, 2024 as per the applicable provisions of the Section 177 of the Companies Act, 2013. The reconstituted Audit Committee comprises following members:

Terms of Reference:

The terms of reference of the Audit Committee inter alia include the following:

> the recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

> review and monitor the auditor's independence and performance, and effectiveness of audit process;

> examination of the financial statement and the auditor's report

> approval or any subsequent modification of transactions of the Company with related parties;

> scrutiny of inter-corporate loans and investments;

> valuation of undertakings or assets of the Company, wherever it is necessary;

> evaluation of internal financial controls and risk management systems;

> Monitoring the end use of funds raised through public offers and related matters.

The Chief Financial Officer and Statutory Auditors are permanent invitees to the Audit Committee Meetings.

The Board reviews the working of the Committee from time to time to bring about greater effectiveness in order to comply with the various requirements under the Companies Act, 2013.

Audit Committee Recommendation

During the year, all recommendations of the Audit Committee were duly accepted by the Board.

(B) Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. Members of this Committee possess sound expertise / knowledge / exposure.

The Nomination and Remuneration committee comprises of 3 Directors, Mr. Tarun Kumar Taunk, Independent Director; Mr. Mahavir Pratap Sharma, Independent Director and Mrs. Vanita Bhanot, Director. The Company Secretary of the Company is the Secretary of the Committee.

Meetings:

Two (2) meetings of the Committee were held during the financial year 2023-24 on 14^th August, 2023 and 30^th November, 2023.

The attendance of the Committee members at the meeting is as under:-

After the closure of financial year and till the date of this report, Mr. Tarun Kumar Taunk, Mr. Mahavir Pratap Sharma and Mrs. Vanita Bhanot tendered resignation from their respective posts. Mr. Chintan Umeshbhai Bhatt, Mr. Dhairyakumar Mohanbhai Thakkar and Mrs. Dharaben Piyushkumar Patel were appointed as the Additional Directors of the company. Consequently, the Company has re-constituted the Nomination and Remuneration Committee vide Board Resolution dated July, 17, 2024 as per the applicable provisions of the Section 177 of the Companies Act, 2013.

The reconstituted Nomination and Remuneration Committee comprises following members:

Terms of Reference:

> Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance;

> Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for directors, KMPs and other employees;

> Formulation of criteria for evaluation of performance of independent directors and the board of directors; Devising a policy on diversity of board of directors;

> Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

> Determine our Company's policy on specific remuneration package for the Managing Director / Executive Director including pension rights;

> Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors;

> Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

> Decide the amount of Commission payable to the Whole time Directors;

> Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc.;

> To formulate and administer the Employee Stock Option Scheme.

Nomination and Remuneration Committee Recommendation

During the year, all recommendations of the committee were duly accepted by the Board.

(C) Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee ("the committee") is constituted pursuant to the

provisions of section 178 of the Companies Act, 2013 for looking into the grievances of

shareholders' and investors of the company.

The Stakeholders Relationship Committee consists of 3 Directors, Mr. Tarun Kumar Taunk,

Independent Director; Mr. Mahavir Pratap Sharma, Independent Director and Mrs. Vanita Bhanot,

Director.

Meetings:

One (1) meeting of the Stakeholders' Relationship Committee was held during the financial year 2023-24 on 13^th February, 2024.

The attendance of the Committee members at the meeting is as under:-

After the closure of financial year and till the date of this report, Mr. Tarun Kumar Taunk, Mr. Mahavir Pratap Sharma and Mrs. Vanita Bhanot tendered resignation from their respective posts. Mr. Chintan Umeshbhai Bhatt, Mr. Dhairyakumar Mohanbhai Thakkar and Mrs. Dharaben Piyushkumar Patel were appointed as the Additional Directors of the company. Consequently, the Company has re-constituted the Stakeholders' Relationship Committee vide Board Resolution dated July, 17, 2024 as per the applicable provisions of the Section 177 of the Companies Act, 2013. The reconstituted Stakeholders' Relationship Committee comprises following members:

Terms of Reference:

Redressal of shareholders' and investors' complaints, including and in respect of:

> Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized.

> Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;

> Review the process and mechanism of redressal of Shareholders' /Investor's grievance and suggest measures of improving the system of redressal of Shareholders' /Investors' grievances.

> Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties.

> Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.

> Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time.

> Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

> Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

14. DECLARATION OF INDEPENDENCE

In accordance with provisions of sections 149(6) and 149(7) of the Companies Act, 2013 all the Independent Directors have submitted the declaration of independence, confirming that they meet the criteria of independence. The Board opined that Independent Directors appointed in the Company are having requisite integrity, expertise, specialised knowledge, experience, and the proficiency. The Independent Directors have complied with the Code applicable for Independent Directors as stipulated under schedule IV of the Companies Act, 2013. Further, all the Independent Directors have registered themselves in the Independent Director Databank and paid the relevant fees. All the compliances of Rule 6(1) & (2) of the Companies (Appointment and Qualification of Directors) Rules, 2014 have been complied with.

15. MEETING OF INDEPENDENT DIRECTORS

During the Financial Year under review, a separate Meeting of the Independent Directors was held on 14^th August, 2023, without the attendance of Non-Independent Directors and the Management of the Company to review the performance of the Non-Independent Directors and the Board as a whole, assessing the quality, quantity and timeliness of flow of information between the Management and the Board which is necessary for the Board to effectively and reasonably perform its duties.

16. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors of the company are being familiarized with the business environment and overall operations of the Company through orientation session.

Further, at the time of appointment of Independent Directors, the Company issues formal letter of appointment outlining his/her role, functions, duties and responsibilities which were made available at the website of the Company at

https://www.sardaproteins.com/files/documents/Appointment-letters-of-ID-and-COC.pdf

17. AUDITORS AND AUDITOR'S REPORT • Statutory Auditors

M/s S K Agarwal and Associates, Chartered Accountants (FRN: 014841C) Bhiwadi were appointed as the Statutory Auditors of the Company for a term of five (5) years by the Members of the Company at the 32^nd Annual General Meeting held on 29^th September, 2023 to hold the office from the conclusion of the 32^nd Annual General Meeting till the conclusion of 37^th Annual General Meeting to be held in the calendar year 2028 in accordance with the provisions of the Companies Act, 2013.

The Auditor's Report on the Financial Statements for the financial year 2023-24 given by M/s. S K Agarwal and Associates, Chartered Accountants (FRN: 014841C) Bhiwadi does not contain any qualification, reservation or adverse remark or disclaimer. Notes to the Financial Statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

The Company has received a certificate from M/s. S K Agarwal and Associates, Chartered Accountants (FRN: 014841C) Bhiwadi along with peer review certificate, to the effect, inter-alia, that their appointment, if made, would be within the limits laid down by the Act and that they are not disqualified for such appointment under the provisions of applicable laws. Accordingly, they are not disqualified for continuing as Auditors within the meaning of the Act.

• Secretarial Auditors

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), every Listed Company is required to appoint Secretarial Auditors to carry out Secretarial Audit of the Company.

In consonance with the requirements of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board of Directors had appointed M/s V. M. & Associates, Company Secretaries (FRN: P1984RJ039200) to conduct the secretarial audit of the Company for the financial year 202324.

A Secretarial Audit Report in Form MR-3 issued by M/s V. M. & Associates, Company Secretaries, in respect of the secretarial audit of the Company for the financial year ended on 31^st March, 2024 is given in "Annexure-I" to this Report.

Further, the following observations has been raised by the secretarial auditor in their report and reply to the same has been suitably explained herein below-

Observation 1- "The Company has not made timely entries in the Structured Digital Database ("SDD") software maintained under Regulation 3(5) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

Explanation - The Board of Directors have taken note of the observation made by the Secretarial Auditor. The Board has also analyzed whether any of the entities to whom the data were shared, have taken undue advantage of those information or not. The Board has found that no one has taken any undue advantage of the information shared. The Board has also assured that the authorized person passes timely entries in the SDD software.

• Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board had appointed Mr. Mukesh Kumar Gupta, Chartered Accountant (M. No.: 077113) as Internal Auditor of the Company to carry out the Internal Audit of the company. The Internal Audit Report is received yearly by the Company and the same is reviewed and taken on record by the Audit Committee and Board of Directors.

18. REPORTING OF FRAUDS BY AUDITORS

During the period under review, neither the Statutory Auditors nor the Secretarial Auditors nor Internal Auditor reported to the Audit Committee, under section 143(12) of the Companies Act,

2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

19. RELATED PARTY TRANSACTIONS

All the related party transactions that were entered during the financial year are done on arm's length basis and in the ordinary course of business. Relevant Form (AOC-2) for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 is given as "Annexure-V" to this Report.

20. ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92 of the Companies Act 2013 read with the Companies (Management and Administration) Rules 2014, the Annual Return in form MGT-7 as on 31^st March, 2024 is available on the website of the Company and can be accessed at Chrome- extension://efaidnbmnnnibpcaipcglclefindmkai/https://www.sardaproteins.com/files/documents/ Annual Return 2023-24.pdf

21. CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and senior management personnel of the Company, which is available on the website of the company i.e. http://www.sardaproteins.com/contact.html. All the Board members and the senior management personnel have affirmed compliance with the Code of Conduct during the year ended on 31^st March, 2024.

22. RISK MANAGEMENT

Your Company has developed and implemented a risk management policy which encompasses practices relating to identification, assessment, monitoring and mitigation of various risks to key business objectives. The Risk management framework of the Company seeks to minimize adverse impact of risks on our key business objectives and enables the Company to leverage market opportunities effectively.

The Company recognizes that the emerging and identified risks need to be managed and mitigated to :

(a) protect its shareholders and other stakeholders' interest;

(b) achieve its business objectives; and

(c) enable sustainable growth.

The details of various risks that are being faced by the Company are provided in Management Discussion and Analysis Report, which forms part of this Report.

23. VIGIL MECHANISM

Your Company believes in conducting its affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Your Company is committed to develop a culture, which provides a platform to Directors and employees to raise concerns about any wrongful conduct.

The Board adopted and implemented the vigil mechanism/whistle-blower policy that adopts global best practices. We have established a vigil mechanism for Directors and employees to report concerns and unethical behavior, actual or suspected fraud or violation of our code of conduct and ethics. It also provides for adequate safeguards against the victimization of persons who use such mechanism and make provision for direct access to the chairman of the Audit Committee in exceptional cases.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time. Further no personnel have been denied access to the audit committee as per the Listing Regulations.

The vigil mechanism policy has been uploaded on the website of the Company

i.e.http://www.sardaproteins.com/files/documents/VIGIL-MECHANISM.pdf and also confirm that no whistle blower event was reported during the year and mechanism is functioning well.

24. NOMINATION AND REMUNERATION POLICY

This Nomination and Remuneration Policy (the "Policy") applies to the Board of Directors (the "Board"), Key Managerial Personnel (the "KMP") and the Senior Management Personnel of Sarda Proteins Ltd (the "Company").

This Policy is in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and includes formal evaluation framework of the Board. The company's Nomination & Remuneration policy includes director's appointment and remuneration & criteria for determining qualifications, positive attributes, independence of Director.

The salient features of the Nomination and Remuneration policy are as follows:

• Part A covers the matters to be dealt with and recommended by the Committee to the Board:

• Part B covers the appointment and nomination: and

• Part C covers remuneration and perquisites, etc.

The policy is also available on the website of Company at

http://sardaproteins.com/files/documents/NOMINATION-AND-REMUNERATION

POLICY Sarda.pdf

During the year under review, there was no change in the Nomination and Remuneration Policy

25. EVALUATION OF BOARD/ COMMITTEES/ INDIVIDUAL DIRECTORS

The evaluation / assessment of the Board, its Committee and Individual Directors of the Company are to be conducted on an annual basis to satisfy the requirements of the Companies Act, 2013 and Listing Regulations.

The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations and in consonance with Guidance Note on Board Evaluation issued by SEBI. The said evaluation is carried out on the basis of the below parameters:

• Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance and compensation to Executive Directors, succession planning, strategic planning, etc.

• Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representations of shareholder's interest and enhancing shareholders value, experience and expertise to provide feedback and guidance to top management on business strategy, governance and risk, understanding of the organization's strategy, risk and environment, etc.

• Evaluation of performance for Chairman was based on criteria such knowledge and competency, fulfillment of functions, initiatives undertaken, attendance, contribution and integrity, effectiveness of leadership.

• Performance evaluation of Committees include its mandate, composition and their effectiveness.

Performance evaluation of every Director was done by the Nomination and Remuneration Committee and the performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. Further the performance evaluation of Board as a whole, committees and individual directors was done by the Board.

The outcomes of the Board evaluation for financial year 2023-24 was discussed by the Nomination and Remuneration committee and the Board in their respective meetings. The Company is pleased to announce that the overall evaluation showed the performance of your board, its committees, and directors as highly satisfactory. The Board has also noted areas requiring more focus in the future.

26. REMUNARATION OF EMPLOYEES

(A) Disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) are annexed to this report as "Annexure- IH".

(B) Disclosure of the names of top ten employees in terms of remuneration drawn is provided in "Annexure-IV" as per the requirement of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended).

(C) Further, none of the employees of the company were in receipt of the remuneration exceeding the limits prescribed u/s 197 (12) of the Companies Act, 2013 read with rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) during the year under review.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION- PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe and harassment free workplace for every woman working in its premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made there under, the Internal Complaints Committee of the Company has not received any complaint of sexual harassment during the Financial Year under review. The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24:

• Number of complaints pending at the beginning of the Financial Year: NIL

• Number of complaints received during the Financial Year: NIL

• Number of complaints disposed off during the Financial Year: NIL

• Number of complaints unsolved at the end of the Financial Year: NIL

• Number of workshops or awareness programs against Sexual Harassment carried out: NIL

• Nature of action taken by the Company: NIL

28. CORPORATE GOVERNANCE REPORT

As per Regulation 15(2) of the Listing Regulations, the compliance with the Corporate Governance provisions shall not apply in respect of the following class of companies:

a. Listed Entity having paid-up equity share capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year;

b. Listed Entity which has listed its specified securities on the SME Exchange.

Since, our Company falls in the ambit of aforesaid exemption (a), compliance with the provisions of Corporate Governance does not apply to the Company and hence it does not form part of the Annual Report.

29. INTERNAL FINANCIAL CONTROL

The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Audit Committee reviews adherence to internal control systems and internal audit reports.

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

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations.

The particulars relating to energy conservation, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts)Rules, 2014 are given in the "Annexure-H" to this Report.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause (B) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report on the Financial Conditions and Results of operations of Sarda Proteins Ltd ("the Company") is as under:

a) INDUSTRY STRUCTURE AND DEVELOPMENTS

Your Company is engaged in Trading of Edible Oils and Agri Commodities, which is Food Retail Industries. The Indian economy is striving on a relatively strong path. However, there was a strong competition in edible oil market due to imports and lower taxation to new MSME units. There has been a persistent gap between demand and domestic availability of edible oils. The Government, with a view to avoid scarcity of products/items and consequential rise in prices, has been importing edible oils. Different types of oil seeds are grown in the country like Groundnuts, Cotton Seeds,

Mustard Rapeseed, Sunflower etc. Oilseed Crop which occupies important position in the Agricultural and Industrial economy of the country and accounts for about 13% of the cropped area. Edible oil is an integral part of the Indian palate since long and different varieties are popular indifferent parts of the country.

Your Company's vision and business strategy remain strongly in sync with the proposed growth areas.

b) OPPORTUNITIES

The Promoters' rich experience in the said Industry and higher demand of goods in which the company deals in, is the best opportunity for the company to increase its market. However, considering the market competition and other opportunity cost in the Indian Market, the Board of Directors have proposed to change the main line of business of the Company to Power Industry.

c) THREATS

Emergence of substitute products, imposition of new regulations by Government, increasing trade barriers are the bigger threats in current scenario. The Company has strategies for business development to cope up with the dynamic situation evolving everyday globally. The Company is subject to all the positive & negative effects of the change in the global scenario.

d) PRODUCT-WISE PERFORMANCE

The company deals in Trading of Edible Oil and Agricultural Commodities of various categories. During the year, Mustard Oil formed major part of the business activity. A summary of major performance indicators is given below, while the detailed and physical performance may be viewed from the Balance Sheet and Statement of Profit & Loss and the Annexures thereto: -

e) OUTLOOK

The Indian edible oil market, however recovered as expected in FY 2023-24 and is further expecting strong growth in coming period. Additionally, the elevating consumer living standards coupled with the increasing penetration of international culinary trends are further augmenting the demand for high-quality product variants.

Important factors that could make a difference to the Company's operations include global and Indian demand and supply conditions, goods prices, input materials availability and prices, cyclical demand and pricing in the Company's principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries within which the Company conducts business and other factors.

The company opines that the forthcoming years would mark new growth prospects for the company with the experience of new management in the new line of business of the Company. As the market conditions are favorable, the Company is expected to show better performance in the years to come.

f) RISKS AND CONCERNS

All the risks are dealt in the best possible manner safeguarding an efficient working environment

throughout the organization culture. In event of unforeseen risk, the company would rely on the experience and dedication of its management to overcome any issue that may affect its performance.

g) INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate system of internal control across all functions such as purchase, sale and acquisitions of fixed assets, cash & bank and the same carried out within the time schedule. The Company has set up an Audit Committee comprising of 2 (two) Independent Directors and 1 (one) Executive Director. The Company has also appointed the Chartered Accountants to carry out Internal Audit, where one of their functions is to review the Internal Control system regularly, with a view to further strengthen the same.

During the financial year under review, the Statutory Auditor in their Report on the Internal Financial Control with reference to financial statements for the financial year 2023-24 has given unmodified opinion. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the year under review. The Audit Committee also reviews adherence to internal control systems and internal audit reports.

h) FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The Company majorly trades in Agri Commodities which includes Oil Seeds, Grains, Edible Oil, etc. The commitment of the Company towards quality and customer orientation reflects in its growing clientele.

During the period under review, the operational strategy and demand for the products & services could not work out well for the Company as compared to the last financial year. As a result during the financial year 2023-24, the total revenue from the operations was Rs.12957.98/- (In Thousands) as against Rs.57951.48/- (In Thousands) in the previous financial year. However, the company managed to reduce its total expenditure incurred to Rs.14422.58 (In Thousands) as against Rs.59420.29/- (In Thousands) in the previous year. Consequently, the Net Profit after tax for the year is Rs.194.19 /- (In Thousands) as compared to the previous year loss of Rs.330.29/- (In Thousands).

i) MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/INDUSTRIAL RELATIONS FRONT- INCLUDING NUMBER OF PEOPLE EMPLOYED

The Company recognizes the importance of Human Capital as an asset in its growth and believes in acquisition, retention and betterment of talented team players. The company continuously emphasizes to upgrade the skills of its human resources. The Company has well developed management information system giving timely information to the different levels of management. This is in keeping view with its policy of enhancing the individual's growth potential within the framework of corporate goals. The total number of employees engaged with the company as on 31^st March, 2024 stood at 3.

j) DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

During the year under review, following are the significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios:

k) DETAILS OF ANY CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR ALONG WITH A DETAILED EXPLANATION THEREOF

Return on Net Worth is calculated by dividing Profit/ Loss for the year by average net worth during the year. In comparison to the previous year profit, the company has earned Net Profit After Tax Rs.194.19 /- (Rs. In Thousands ) in Current Year, accordingly the Return on Net Worth is positive as compared to negative return in previous year.

l) CAUTIONARY STATEMENT

Statements in this "Management Discussion & Analysis" which seeks to describe the company's objectives, projections, estimates, expectations or predictions may be considered to be forwardlooking statements within the meaning of applicable Laws and Regulations.

Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the company's operations include global and Indian demand - supply conditions, finished goods prices, stock availability and prices, cyclical demand and pricing in the company's markets, changes in the government regulations, tax regimes, economic developments within India and countries with which the company conducts business besides other factors, such as litigation and other labour negotiations.

32. ORDERS PASSED BY REGULATORS/ COURTS/ TRIBUNALS

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

33. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub section 3 (c) of Section 134 of the Companies Act, 2013, the Board of Directors of the Company hereby state and confirm that:

i. in the preparation of the annual accounts for the year ended on 31^st March, 2024 the applicable accounting standards have been followed and there are no material departures from the same;

ii. 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 and loss of the company for that period;

iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors 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;

vi. 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.

34. OTHER DISCLOSURES

• The Board of Directors have proposed to change the mainline of business of the Company to Power Industry to manufacture Solar Cell and to deal in all kinds of machineries, instruments, equipment for solar power generation and for manufacturing solar cell;

• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

• Other disclosures with respect to Board's Report as required under the Companies Act, 2013 and the rules notified thereunder are not applicable.

35. ACKNOWLEDGEMENTS

Your directors wish to take this opportunity to place on record their gratitude and sincere appreciation for the timely and valuable assistance and support received from Bankers, Share Transfer Agent, Auditors, Customers, Suppliers and Regulatory Authorities.

The Directors place on record their deep appreciation of the dedication of your Company's employees at all levels and look forward to their continued support in the future as well. Your Directors are thankful to the shareholders for their continued patronage.