Directors Report of Shree Ram Proteins Ltd.

Mar 31, 2025

The Board of Directors hereby submits the 16^th Annual Report of the business and operations of Shree Ram Proteins
Limited ("the Company”), along with the audited financial statements, for the financial year ended March 31, 2025.

FINANCIAL RESULTS:

PARTICULARS	F.Y. 2024-25	F.Y. 2023-24
Revenue from operations	-	1,476.60
Other Income	255.40	34.29
Total Income	255.40	1,510.89
Operating expenditure before Finance cost, depreciation and amortization	1,949.17	2,297.40
Earnings before Finance cost, depreciation and amortization (EBITDA)	(1,693.77)	(786.51)
Less: Finance costs	340.49	142.73
Less: Depreciation and amortization expense	66.93	82.14
Profit/(Loss) before tax	(2,101.19)	(1,011.38)
Less: Tax expense	6.31	(52.90)
Profit/(Loss) for the year (PAT)	(2,107.51)	(958.48)

YEAR AT A GLANCE:

The revenue from operations become Zero as against Rs. 16268.37 Lakhs in the previous year. The revenue from
operation was decreased by 100% over the previous year. The loss before Tax for the current year is Rs. (2,101.19)
Lakhs as against the Loss before tax of Rs. (1,011.38) Lakhs in the previous year resulted into loss after tax of Rs.
(2,107.51) Lakhs compared to Loss after tax of previous year Rs. (958.48) Lakhs. Decrease in net profit is due to
decrease in revenue from operation.

To conserve the profit earned during the financial year 2024-25 for future purpose, your Directors regret to
declare any dividend for the financial year 2024-25. (Previous year Nil). The Company does not have any amount of
unclaimed or unpaid Dividends as on March 31, 2025.

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has
been carried to the carry forward credit balance of Profit and Loss account.

During the year, your Company has not changed its business or object and continues to be in the same line of business
as per main object of the Company.

As on March 31, 2025,

• The Authorized Capital of the Company is Rs. 50,00,00,000 divided into 50000000 Equity Shares of Rs.10/- each.

• Issue, Subscribed & Paid-up Capital of the Company is Rs. 21,42,00,000 divided into 21420000 Equity Shares
of Rs.10/- each.

During the of the financial year;

• Authorized Capital of the Company increased from Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only)
divided into 25000000 (Two Crores Fifty Lakhs) Equity Shares of Rs. 10/-(Rupees Ten Only) each to Rs.
50,00,00,000/- (Rupees Fifty Crore Only) divided into 50000000 (Five Crores) Equity Shares of Rs. 10/-
(Rupees Ten Only) each via postal ballot passed by the shareholders of the Company on Saturday, May 06,
2023.

• Raising of funds by way of each of equity shares of face value of Rs.1/- each through right issue for an amount
not exceeding Rs. 49 crores to the eligible equity shareholders of the company as on the record date (to be
determined in Due course) subject to the receipt of regulatory/statutory approvals in accordance with the
applicable laws including the provisions of security and exchange board of India (Issue Of Capital And
Disclosure Requirement) Regulation 2018 and rules made thereunder .

• Approved to create, issue, offer and allot up to 5,00,00,000 (Five Crore Only) equity shares of Rs. 1/- each of
the company on preferential basis to the Non Promoter /Public Category share holders of the company on the
such terms and conditions as may be determined by the board and subject to the approvals of the
shareholders of the company at the extraordinary meeting and applicable regulatory authorities.

Constitution of Board

The Constitution of the Board of Directors and other disclosure related to the Board of Directors are given in the Report
on Corporate Governance.

Board Meeting

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the
Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business
policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.

During the year under review, Board of Directors of the Company met 9(Nine) times, viz May 06,2024; May 30,2024;

July 13, 2024; August 14, 2024; October 17, 2024; November 14, 2024; February 04, 2025; March 29, 2025, March 31,
2025.The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the
Report on Corporate Governance.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form
MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance
with the Code of Conduct of the Company.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has
three Non-Promoter Independent Directors. In the opinion of the Board of Directors, all three Independent Directors of
the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they
are Independent of Management.

A separate meeting of Independent Directors was held on December 28, 2024 to review the performance of Non¬
Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of
quality, quantity and timeliness of flow of information between Company management and Board that is necessary for
the board of directors to effectively and reasonably perform their duties.

Further, in the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise
including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies
(Accounts) Rules, 2014.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated
on the website of the Company at www.shreeramproteins.com.

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of

Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per
relevant provisions of Companies Act, 2013 for financial year 2024-25. The Board of Directors of the Company has
taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking
due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions as Independent
Directors and are independent of the Management. None of Independent Directors have resigned during the year.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, paid to them for the purpose of attending meetings of the
Board / Committee of the Company.

Familiarization Program for Independent Directors:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by
specifying them in their appointment letter along with necessary documents, reports and internal policies to enable
them to familiarize with the Company''s Procedures and practices. The Company has through presentations at regular
intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the
Company and Agricultural Industry as a Whole and business model. The details of such familiarization programs
imparted to Independent Directors can be accessed on the website of the Company at
https://www.shreeramproteins.com/public/media/report/file/direct link-1527072137.pdf

As on date of this report, your Company''s Board comprises 5 Directors viz., (2) Non-Executive Director, (2)
Independent Director and (1) Executive Director, i.e. Managing Director.

a) Change in Board Composition:

Changes in Board Composition during the financial year 2024-25 and up to the date of this report is
furnished below;

i. Ms. Naaz Jaiswal (DIN: 11025662) was appointed as an Additional Non-Executive Independent Director on
March 29, 2025 of the Company subject to approval of Shareholders in the consecutive next AGM.

During financial year 2024- 25, In accordance with Section 203 of the Companies Act, 2013, the Company has:-
1. Mr. Lalitkumar Chandulal Vasoya as Chairman and Managing Director of the Company,

1. Mr. Krutil K. Parakhia was appointed as a Chief Finance Officer of the Company w.e.f June 15, 2023.

2. Mr. Bhupendra Kanjibhai Bhadani acting as Company Secretary of the Company

However during the financial year 2024-25, no changes took place in the position of Key Managerial Personnel

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual
directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

S The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the
basis of the criteria such as the board composition and structure, effectiveness of board processes,
information and functioning etc.

S The performance of the committees was evaluated by the board after seeking inputs from the committee
members on the basis of the criteria such as the composition of committees, effectiveness of committee
meetings, etc.

S The board and the nomination and remuneration committee reviewed the performance of the individual
directors on the basis of the criteria such as the contribution of the individual director to the board and
committee meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc

Separate meeting of independent directors was held to evaluate the performance of non-independent directors,
performance of the board as a whole and performance of the chairman, taking into account the views of executive
directors and non- executive directors. Performance evaluation of independent directors was done by the entire
board, excluding the independent director being evaluated.

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and
ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards
have been followed and that no material departures have been made from the same;

b) The Directors had 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 or loss of the Company for that year;

c) The Directors had 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 had prepared the annual accounts for the year ended March 31, 2025 on going concern basis.

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

In compliance with the requirement of applicable provisions of the Companies Act, 2013 and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the ''SEBI (LODR)
Regulations, 2015'') and as part of the best governance practice, the Company has constituted following
Committees of the Board.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder''s Grievance & Relationship Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the
Report on Corporate Governance annexed to the Report.

The Company has formed Audit Committee in line with the provisions Section 177 of the Companies Act, 2013 and
Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

As at 31^st M.arch 2025 the Audit Committee comprise of following :-

AUDIT COMMITTEE
Name	Category	Designation
Mr. Akash Sureshbhai Gajera	Additional Non-Executive - Independent Director	Chairman
Mr. Lalitkumar Chandulal Vasoya	Chairperson & Executive Director	Member
Mr. Yogeshbhai Chandubhai Dhanani	Additional Non-Executive - Independent Director	Member

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

The Company has established a whistle blower policy / vigil mechanism in compliance with the provision of Section
177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015 for the genuine concerns
expresses by the employees and Directors about the unethical behaviour, actual or suspected fraud or violation of the
Company''s Code of Conduct. The Company provides adequate safeguards against victimization of employees and
Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit
Committee on reporting issues concerning the interests of employees and the Company. The Board has approved the
policy for vigil mechanism which is available on the website of the Company at
https: //www.shreeramproteins.com/public/media/report/file/direct link-

The Board has, on the recommendation of the Nomination & Remuneration Committee, formulated a policy on
appointment and remuneration of Directors, Key Managerial personnel and Senior Management personnel , including
the criteria for determining qualifications, positive attributes, independence of a director and other matters, as
required under sub-section (3) of Section 178 of the Companies Act, 2013.

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the
Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of
human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its
Executive Directors, Key Managerial Personnel Annual increments are decided by the Nomination and Remuneration

Committee within the salary scale approved by the members and are effective from April 01, of each year.

Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company
at https://www.shreeramproteins.com/public/media/report/file/direct link-1879416471.pdf

The details of remuneration/sitting fees paid during the financial year 2024-25 to Executive Directors/Directors of
the Company is provided in Annual Return, i.e. Form MGT-7 which is uploaded on website of Company, i.e. at
http: //shreeramproteins.com / and in Report on Corporate Governance which are the part of this report.

The Company has outstanding deposits of Rs. 630.22 Lacs which are deemed to be deposits in terms of provisions of
Sections 73 of the Companies Act, 2013 and the rules made thereunder. The Company has not complied with the
provisions of Sections 73 to 76 of the Companies Act, 2013 w.r.t above deposits outstanding as on the end of reporting
period. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of
India or any court or any other tribunal in respect of the deposits outstanding in the Company during the period
under review.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013
are given in the notes to the Financial Statement for the year ended on March 31, 2025.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company for
the financial year 2024-25 is under preparation and will be filed with the Registrar of Companies within the prescribed
time. The same shall be made available on the website http://shreeramproteins.com/ after filing and the web link there
to will be provided in the Board''s Report of the subsequent financial year.

All the Related Party Transactions entered into during the financial year were on an Arm''s Length basis and
in the Ordinary Course of Business. No material significant Related Party Transactions (i.e. exceeding 10% of the
annual consolidated turnover as per the last audited financial statement) with Promoters, Directors, Key Managerial
Personnel (KMP) and other related parties which may have a potential conflict with the interest of the
Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3) (h) of the Companies Act, 2013, in Form AOC-2 is not
applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a
foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were
placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

The details of the related party transactions for the financial year 2024-25 is given in notes of the financial
statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of
the Company at http://shreeramproteins.eom/investor#policy.

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to
minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put
in place by the Company on various activities across the board to ensure that business operations are directed
towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these
internal control procedures, a well- defined and established system of internal audit is in operation to independently
review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The
audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the
Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls
and risks in its operations.

M/s. H.B Kalaria & Associates Chartered Accountants (FRN: 104571W), the statutory auditors of the Company has
audited the financial statements included in this annual report and has issued an report annexed as an Annexure B to
the Audit Report of the Company on our internal control over financial reporting (as defined in section 143 of
Companies Act, 2013.

The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors
and statutory auditor. Suggestions for improvement are considered and the audit committee follows up on corrective
action. The audit committee also meets the statutory auditors of the Company to ascertain, inter alia, their views on
the adequacy of Internal control systems and keeps the board of directors informed of its major- observations
periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has
concluded that, as of March 31, 2025, our internal financial controls were adequate and operating effectively.

There were no material changes and commitments, affecting the financial position of the Company, have occurred
between the ends of financial year of the Company i.e. March 31, 2024 to the date of this Report.

• Raising of funds by way of each of equity shares of face value of Rs.1/- each through right issue for an amount
not exceeding Rs. 49 crores to the eligible equity shareholders of the company as on the record date (to be
determined in Due course) subject to the receipt of regulatory/statutory approvals in accordance with the
applicable laws including the provisions of security and exchange board of India (Issue Of Capital And
Disclosure Requirement) Regulation 2018 and rules made thereunder .

• Approved to create, issue, offer and allot up to 5,00,00,000 (Five Crore Only) equity shares of Rs. 1/- each of
the company on preferential basis to the Non Promoter /Public Category share holders of the company on the
such terms and conditions as may be determined by the board and subject to the approvals of the
shareholders of the company at the extraordinary meeting and applicable regulatory authorities.

The ratio of the remuneration of each director to the median of employees'' remuneration as per Section 197(12) of
the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to this Report as Annexure-C.

The statement containing top ten employees in terms of remuneration drawn and the particulars of employees as
required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report
and the accounts are being sent to members excluding this annexure. In terms of Section 136 of the Act, the said
annexure is open for inspection in electronic mode for Members. Any shareholder interested in obtaining a copy of the
same may write to Company Secretary.

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti¬
Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all
workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow
a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land
where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2024-25, the Company has received nil complaints on sexual harassment, out of which nil
complaints have been disposed off and nil complaints remained pending as of March 31, 2025.

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential
impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks
identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of
occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage
both business and non-business risks.

A. Conservation of energy -

i. The steps taken or impact on conservation of energy:

Company ensures that the operations are conducted in the manner whereby optimum
utilization and maximum possible savings of energy is achieved.

ii. The steps taken by the Company for utilizing alternate sources of energy:

No alternate source has been adopted.

iii. The capital investment on energy conservation equipment: No specific investment has been
made in reduction in energy consumption

B. Technology absorption -

i. The effort made towards technology absorption: Not Applicable.

ii. The benefit derived like product improvement, cost reduction, product development or import
substitution: Not Applicable

iii. in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year) - Not Applicable

a) The details of technology imported: Nil.

b) The year of import: Not Applicable.

c) Whether the technology has been fully absorbed: Not Applicable

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

e) The expenditure incurred on Research and Development: Nil

f) Foreign Exchange Earnings & Expenditure:

i. Details of Foreign Exchange Earnings: Nil

ii. Details of Foreign Exchange Expenditure: Nil

The Company''s Corporate Governance philosophy is to continuously strive to attain higher levels of accountability,
transparency, responsibility and fairness in all aspects of its operations. The Company remained committed towards
protection and enhancement of overall long term value for all its stakeholders - customers, lenders, employees and
the society. The Company also acknowledges and appreciates its responsibility towards the society at large and has
embarked upon various initiatives to accomplish this. As stipulated in Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Report on Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with
the conditions of Corporate Governance is annexed to the Board''s Report as Annexure - D

Pursuant to Regulation 34(2)(e) read with part B of Schedule V of the SEBI (LODR) Regulations, 2015, Management
Discussion and Analysis Report is forming the part of this Annual Report Annexure - F

The company does not fall under the provision of section 135 companies of 2013 and rules made their under hence
the obligation and their section 135 of the companies in 2013 not applicable to the company.

M/s. H.B Kalaria & Associates, Chartered Accountants (Firm Registration No. 104571W) was re- appointed as
Statutory Auditors of your Company in 13^th AGM held on September 30, 2022 for second term of 3 years to hold
office till conclusion of the 16th Annual General Meeting (AGM) of the Company to be held in the calendar year 2024.

In accordance with the Companies Amendment Act, 2017, enforced on May 7, 2018 by the Ministry of Corporate
Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting and
hence resolution for ratification of appointment of statutory auditor is not proposed by the Board of Directors.

The Report given by the Auditors on the financial statement of the Company is part of this Annual Report. There has
been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report except:-

1. The Company has accepted deposits of Rs. 630.22 lacs which are deemed to be deposits during the current
reporting period in terms of provisions of Sections 73 to 76 or any other relevant provisions of the
Companies Act, 2013 and the rules made thereunder. The Company has not complied with the said
provisions. No order has been passed by the Company Law Board or National Company Law Tribunal or
Reserve Bank of India or any court or any other tribunal in respect of the deposits accepted by the Company
during the period under review.

Reply by management:- According to management, the sanction letter of the Lender Bank(s) does not
permits to repay the unsecured loan taken by the company and moreover, as per management of the
company such parties from whom such amount is accepted are friends and close relatives. In addition,
company is in under Process of making repayment of such amount to such parties in consultation with the
lender Bank(s).

2. There were undisputed amounts payable in arrears as at the balance sheet date for a period of more than six
months from the date they became payable. The details of which are as follows

Name of statute	Nature of dues	Amount unpaid (in Rs. lacs.)	Period to which the amount relates	Due date of payment	Actual date of payment
The Income Tax Act, 1961	Income Tax	223.01	F.Y. 2021-22 A.Y. 2022-23	31/10/2022	Not paid till the date of report
	Income Tax (Advance Tax)	64.34(Approx)	F.Y. 2022-23 A.Y. 2023-24	31/10/2022	Not paid till the date of report
The Gujarat Professions Tax Act,1976	Professional Tax	0.30	F.Y. 2022-23	15th of next month	Not paid till the date of report

R

Reply by management:- Company pays Income Tax to Department with Interest.

3. The Company has inadequate segregation of duties with respect to procedures used to enter transaction
totals into the general ledger; initiate, authorize, record, and process journal entries into the general ledger;
and record recurring and non-recurring adjustments to the financial statements.

4. The Company does not have an internal process to report deficiencies in internal control to management on a
timely basis.

Reply by Management to Observation No. 3 and 4:-Company is in the process of streamlining Internal
Control measures on suggestions of Statutory Auditors

Pursuant to Section 138 of Companies Act 2013, the Company had appointed M/s. Keval Vakharia &
Associates,Chartered Accountant (Mem No. : - 172339) as an Internal Auditor of the Company for the FY 2024-25.

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Following is the significant and material order passed during the year under review:

Company was admitted in Corporate Insolvency Resolution Process (CIRP) under Section 9 of IBC, 2019 and
moratorium is declared in terms of section 14(1) of IBC 2016, as per Hon''ble NCLT Ahmedabad, order dated January
11, 2023. NCLT admitted company into CIRP Proceeding for a claim of operational creditor, M/s, Mohini Health &
Hygiene Limited amounting to Rs. 4,82,95,171/-(Including Rs. 1,21,82,419 as Invoice amount and Rs.3,61,12,752/-
towards Interest amount @18% as per invoicing structure).

During the year under review, the Hon''ble National Company Law Tribunal (NCLT), Ahmedabad, vide order dated
11th January, 2023, admitted an application filed under Section 7 of the Insolvency and Bankruptcy Code, 2016 for
initiation of Corporate Insolvency Resolution Process (CIRP) against the Company. Pursuant to the said order, CIRP
proceedings have been initiated and are presently ongoing. The Company has made necessary disclosures to the Stock
Exchange in compliance with Regulation 30 of the SEBI (LODR) Regulations, 2015. In the said order the learned
counsel had ordered to set aside the impugned order dated 11.01.2023 and CIRP proceedings are set aside. Pending
applications, if any, are closed.

The said order has a material impact on the operations and going concern status of the Company.

The details of litigation on tax and other relevant matters are disclosed in the Auditors'' Report and Financial
Statements which forms part of this Annual Report.

> During the Financial year 2024-25, a petition for initiation of Corporate Insolvency Resolution Process under
Section 9 of the Insolvency and Bankruptcy Code, 2016 filed by M/s. Mohini Health & Hygiene Limited
(Operational Creditor) for a claim amounting to Rs. 4,82,95,171/-(Including Rs. 1,21,82,419 as Invoice
amount and Rs.3,61,12,752/- towards Interest amount @18% as per invoicing structure), has been admitted
against the Company vide Honorable National Company Law Tribunal, Ahmedabad bench order dated
January 13, 2023.

> The Company has made necessary disclosures to the Stock Exchange in compliance with Regulation
30 of the SEBI (LODR) Regulations, 2015. In the said order the learned counsel had ordered to set
aside the impugned order dated 11.01.2023 and CIRP proceedings are set aside. Pending
applications, if any, are closed.

> The date of receipt of direction or order passed by the appellate authority was 02/07/2024, the
date of issue of order and the date on which the order was received 10/07/2024.

Pursuant to the provisions of the Companies Act, 2013 and rules thereof, the Board of Directors of the Company, in
their meeting held on May 05, 2023, on the recommendation of the Audit Committee, have appointed M/s. Tadhani
and Co., Cost Accountants, Rajkot (Firm Registration No.: 003635) as the Cost Auditor of the Company to audit the cost
records of the Company for the financial year 2023-24. M/s. Tadhani And Co, have confirmed that they are free from
disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and
that their appointment meets the requirements of Section 141(3)(g) of the Act. They have further confirmed their
independent status and an arm''s length relationship with the Company.

Further, as per Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to
be ratified at the ensuing Annual General Meeting.

The Company has maintained cost accounts and records in accordance with provisions of Section 148 of the
Companies Act, 2013 and rules thereof.

The Company has appointed M/s. Paliwal & Co., Company Secretaries, to conduct the secretarial audit of the Company
for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The
Secretarial Audit Report for the financial year 2024-25 is annexed to this report as an ANNEXURE - E1.

The Annual Secretarial Compliance Report for the financial year ended March 31, 2025 issued by M/s. Paliwal & Co.,
Company Secretaries, in relation to compliance of all applicable SEBI Regulations/ Circulars/Guidelines issued
thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations read with Circular no.
CIR/CFD/CMD1/27/2019 dated 8th February, 2019 (including any statutory modification(s) or re-enactment(s)
thereof for the time being in force) is annexed to this report as an ANNEXURE - E2. The Secretarial Compliance Report
has been voluntarily disclosed as a part of Annual Report as good disclosure practice.

The Company has devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and
operating effectively. During the year under review, the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3)
of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing
regulations, to the extent the transactions took place on those items during the year. Your Directors further state that
no disclosure or reporting is required in respect of the following items as there were no transactions on these items
during the year under review or they are not applicable to the Company;

i. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

iii. There is no revision in the Board Report or Financial Statement;

iv. Information on subsidiary, associate and joint venture companies
WEBSITE:

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely
www.shreeramproteins.com containing basic information about the Company. The website of the Company is also
containing information like Policies, Shareholding Pattern, Financial Results and 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.

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees
at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from

its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your
Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your
Company''s endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and
co-operation with each other, consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and
Regulatory Authorities and Stock Exchanges, for their continued support.

Registered office: For and on behalf of Board of Directors

Imperial Heights Tower-B, Second Floor, Shree Ram Proteins Limited

Office No. B-206, 150 Ft Ring Road, Opp. CIN: L01405GJ2008PLC054913

Big Bazar Rajkot-360005

Sd/- Sd/-

Lalitkumar Chandulal Vasoya Piyush Chandubhai Vasoya

Chairman and Managing Director Non-Executive Director

Date: May 29, 2025

Place: Rajkot ^DIN: ^{02296254 DIN 06889294}

---

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting their 10^th Board''s Report on the business and operations of the Company and the Audited Financial Statements for the financial year ended March 31, 2018.

1. Performance Highlights (Standalone)

Your Company has performed during the reporting period as follows: (in Rs.)

Particulars	FY 2017-18	FY 2016-17
Revenue from operations	1,95,49,63,091.00	1,57,43,04,027.00
Other income	4,02,315.00	19,82,472.00
Total revenue	1,95,53,65,407.00	1,57,62,86,499.00
EBITDA	7,63,07,135.00	6,37,88,395.00
EBITDA margin %	3.90%	4.04%
Less:
Finance Costs	3,31,78,366.00	3,77,19,991.00
Depreciation	1,42,36,800.00	1,63,39,927.00
Profit before tax, exceptional and extraordinary items	2,88,91,970.00	97,28,476.00
Add/(Less): Exceptional/Extraordinary income/(expense)	—	—
Profit before tax	2,88,91,970.00	97,28,476.00
Less: Taxes on income	1,07,68,776.00	38,62,119.00
Profit after tax	1,81,23,194.00	58,66,357.00
PAT margin %	0.93%	0.37%
EPS - Basic	1.13	0.39
EPS - Diluted	1.13	0.39

Note: Previous year''s figures have been regrouped/reclassified wherever necessary to correspond with the current year''s classification/disclosure.

2. Transfer to Reserves

The Company has not transferred any amounts to Reserves during the period under review.

3. Share Capital

The paid-up equity share capital of the Company as at 31^st March, 2018 consists of 2,14,20,000 equity shares of Rs. 10 each.

Company has issued 64,20,000.00 equity shares of Rs. 10 each via public offering during the year under review.

The Company has not bought back any equity shares during the reporting period.

The Company has not issued any bonus shares or sweat equity shares during the reporting period.

4. Dividend

The Company has not proposed any dividend during the period under review.

5. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company has introduced various measures to reduce energy consumption and install the latest technologies.

Total energy consumption_

Purchased	2017-18	2016-17
Units (nos.)	30,08,280.00	4,19,300.00
Total amount (Rs.)	2,54,51,685.00	75,42,145.89
Rate per unit (Rs.)	4.20	4.55
Generated	Nil	Nil

Foreign Exchange Earnings and Outgo:

Particulars	Amount in Rs.
Earnings	6,62,55,716.00
Outgo	48,34,080.00

6. Subsidiaries, Joint Ventures and Associates

The Company does not have any subsidiaries, joint ventures or associates in the period under review.

7. Significant Events After Balance Sheet Date

There have been no significant events after the Balance Sheet date which requires any disclosure.

8. Change in the nature of business

There has been no change in the nature of business of the Company in the period under review.

9. Deposits

The Company has not accepted any deposits in the period under review.

10. Auditors'' Qualifications, Reservations, Adverse Remarks in the Auditors'' Report

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the period ended March 31, 2018. The statements made by the Auditors in their Report are self-explanatory and do not call for any further comments.

The Company is in the. process of arranging for alternative funding in order to comply with Section 73 of the Companies Act, 2013.

The Company is also in the process of recovering the dues from debtors outstanding for a period exceeding six months.

11. Corporate Social Responsibility

As the Company does not fall under the criteria as mentioned under Section 135 of the Companies Act, 2013, the provisions of Corporate Social Responsibility do not apply to the Company

12. Extract of Annual Return

The extract of the Annual return in Form MGT-9 is annexed herewith to the Board''s Report.

13. Declaration given by Independent Directors

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations.

14. Board Evaluation

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects.

The Board of Directors has expressed their satisfaction with the evaluation process.

15. Details of Directors and Key Managerial Personnel Appointed/Resigned during the year

The changes in composition of the Board of Directors are as follows:

Sr. No.	Name of Director/KMP	Effective Date	Appointment / Resignation
01	Lavjibhai Valjibhai Savaliya	28.06.2017	Resignation
02	Piyush Chandubhai Vasoya	26.08.2017	Appointment
03	Sudhirbhai Govindbhai Patel	28.08.2017	Resignation
04	Lavjibhai Valjibhai Savaliya	15.09.2017	Appointment
05	Rameshbhai Popatbhai Bhadani	24.10.2017	Appointment
06	Bhupendra Kanjibhai Bhadani	24.10.2017	Appointment
07	Utsav Jagdish Rajpara	07.11.2017	Appointment
08	Anushree Mahendrabhai Ganatra	07.11.2017	Appointment

16. Number of Meetings of the Board of Directors

During the year 09 Board meetings were convened and held, details of which are as follows:_

Date of Board meeting	No. of Directors entitled to attend the meeting	No. of Directors present
28.06.2017	02	02
26.08.2017	02	02
15.09.2017	04	04
24.10.2017	03	03
25.10.2017	03	03
26.10.2017	03	03
07.11.2017	03	03
21.12.2017	05	05
01.02.2018	05	05

17. Vigil Mechanism/Whistle Blower Policy for Directors and Employees

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics.

18. Audit and Risk Committee

The Audit and Risk Committee comprises of 3 members, 2 of whom are independent directors:

1. Ms. Anushree Ganatra-Chairman

2. Mr. Utsav Rajpara - Member

3. Mr. Lavjibhai Savaliya - Member

19. Nomination and Remuneration Policies

The Board of Directors has formulated a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors.

The Board has also formulated a Policy relating to remuneration of Directors, members of Senior Management and Key Managerial Personnel.

Details of the Nomination Policy and the Remuneration Policy are given in Annexure [x].

20. Particulars of Loans, Guarantees or Investments

Reference may be made to the financial statements of the Company in this regard.

21. Related Party Transactions

During the reporting period, the Company had entered into any contract/ arrangement/transaction with related parties which were on arm''s length basis or which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is applicable.

Systems are in place for obtaining prior omnibus approval of the Audit Committee on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee for their review on a periodic basis.

22. Managerial Remuneration

a. Remuneration to Directors and Key Managerial Personnel

1. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the period under review, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the period under review and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. no.	Name of Director/ KMP	Remuneration of Director/ KMP in Rs.	% increase/ decrease in Remuneration	Ratio of remuneration of each Whole-Time Director to median remuneration of employees
1	Lalitkumar C. Vasoya	5,00,000.00	NA	9.25:1
2	Piyush C. Vasoya	3,00,000.00	NA	5.55:1
3	Lavjibhai V. Savaliya	5,00,000.00	NA	9.25:1
Total		13,00,000.00	NA

Note: Independent Directors are entitled to sitting fees and commission as per the statutory provisions and within the limits approved by shareholders. Details in the corresponding columns are applicable for Whole-time Directors and KMPs.

2. The median remuneration of employees of the Company during the period under review was Rs. 54,000.00;

3. The median remuneration of employees of the company during the last year was Rs. 1,15,500.00

4. There were 16 permanent employees on the rolls of the Company as on March 31, 2018.

5. Average percentage decrease made in the salaries of employees other than the managerial personnel in the last financial year was46.75%. As regards comparison of Managerial Remuneration of F.Y. 2018 over F.Y. 2017, details of the same are given in the above table at sr. no. 1.

6. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

b. Employee Particulars

There are no employees who have remuneration in excess of the remuneration stated in Section 197 of the Companies Act, 2013.

23. Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

24. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Rules made there under, the Company has appointed M/s. J. K. Mehta and Associates Practicing Company Secretaries as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed to the Board''s Report and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

25. Risk Management Policy

The Company has a robust Risk Management framework to identify measure and mitigate business risks and opportunities. This framework seeks to create transparency, minimise adverse impact on the business objective and enhance the Company''s competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level.

26. Director''s Responsibility Statement

Your Directors state that:

a. in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed with no 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 as at March 31, 2018 and of the profit of the Company for the year ended on that date;

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 financial statements on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

27. Statutory Auditors

The Company''s auditors M/s. H. B. Kalaria and Associates, (Firm Registration Number 104571W) have completed 9 years as Statutory Auditors of the Company.

In accordance with provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Company has appointed them for a period of 5 years from conclusion of 08^th Annual General Meeting till the conclusion of 13^th Annual General Meeting.

M/s. H. B. Kalaria and Associates, (Firm Registration Number 104571W), have informed the Company that their appointment if made would be within the limits prescribed under Section 141 of the Companies Act, 2013.

The Auditors have confirmed that they have subjected themselves to the peer review process of ICAI and hold valid certificate issued by the Peer Review Board of the ICAI.

The Auditors have also furnished a declaration confirming their independence as well as their arm''s length relationship with the Company as well as declaring that they have not taken up any prohibited non-audit assignments for the Company.

28. Cost Audit

M/s. Tadhani and Co., Cost Accountants have been duly appointed as Cost Auditors for conducting Cost Audit in respect of products manufactured by the Company which are covered under the Cost Audit Rules for current financial year ending March 31, 2019. As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the Notice convening the Annual General Meeting, seeking ratification by Members to the remuneration proposed to be paid to the Cost Auditors for the financial year ending March 31, 2019.

29. Maintenance of Cost Records

M/s. Tadhani and Co., Cost Accountants, have been duly appointed for maintaining the cost records in respect of products manufactured by the Company for current financial year ending March 31, 2019.

30. Others

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the period under review:

1. Details relating to issue of equity shares including sweat equity shares and shares with differential rights as to dividend, voting or otherwise, since there was no such issue of shares.

2. None of the Whole-Time Directors of the Company received any remuneration or commission from any of its subsidiaries.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

4. Your Directors further state that during the period under review, there were no cases filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. Acknowledgements

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our banks, business associates and our shareholders for their continued support to the Company.

Date: 29^thMay, 2018 For and on Behalf of the Board of Place: Bhunava

Place: Rajkot SHREE RAM PROTEINSLIMITED

Lalit Kuma Vasoya Lavjibhai Savaliya

Managing Director Whole-time Director

02296254 02295305