Directors Report of Signature Green Corporation Ltd.

Mar 31, 2025

Your Directors have great pleasure in presenting Forty Third Annual Report along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS:

The Company''s performance during the year ended 31^st March, 2025 as compared to the previous financial year, is summarized below:

(Rs. in Hundred)
Particulars	Year ended
	2024-25	2023-24
Total Income (including Other Income)	78,453.00	83,036.49
Less: Depreciation	8,249.16	9,715.30
Less: Other Expenses	31,848.38	31,964.93
Profit/ (Loss) Before Exceptional Items and Taxation	38,355.46	41,356.26
Tax Expenses (Net)	7,507.28	10,753.04
Net Profit after tax	30,848.18	30,603.22
Opening Balance of Retained Earnings	(5,79,436.23)	(6,10,227.90)
Less: Adjustment of Earlier years	932.75	(188.45)
Closing Balance of Retained Earnings	(5,49,520.8)	(5,79,436.23)

2. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is a Part of Annual Report. Consolidated Financial Statement is not applicable to the Company.

3. STATEMENT OF COMPANY''S AFFAIRS:

During the financial year under review,

(a) the turnover of the Company in the financial year ended as on March 31, 2025 is (INR in Hundreds) NIL as against (INR in Hundreds) NIL the previous year ended as on March 31, 2024; and

(b) the profit of the Company in the financial year ended as on March 31, 2025 is (INR in Hundreds) 30,848.18/- as against profit of (INR in Hundreds) 30,603.22/- in the previous year ended as on March 31, 2024.

4. CHANGE OF NAME AND ALTERATION IN NAME CLAUSE OF THE MEMORANDUM AND ARTICLES OF ASSOCIATION:

The Shareholders of the Company vide Special Resolution dated 16^th March, 2025 passed through Postal Ballot have approved the Change of Name of the Company from Sagar Soya Products Limited to Signature Green Corporation Limited which has approved by Central Registration Centre (CRC), Ministry of Corporate Affairs vide Fresh Certificate of Incorporation dated 06^th April, 2025.

Further, the Company has received approval for Change in Name from Stock Exchange i.e. BSE Limited vide Notice No. 20250430-11 dated 30^th April, 2025 and accordingly the Name of the Company has been changed from Sagar Soya Products Limited to Signature Green Corporation Limited with effect from 07^th May, 2025 on BSE.

3. FUTURE PROSPECTS:

In addition to manufacturing of vegetable oils from Soyabean and other oil seeds and oil cakes by solvent extraction process, the Company has decided to diversify, expand and rebrand its business into various food products and agro-commodity products and therefore decided to expand its area of operations by dealing in various types of food products with the Change in the Name of the Company.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company.

5. DIVIDEND AND TRANSFER TO RESERVES:

In order to conserve resources, your directors do not recommend dividend for the year ended 31^st March, 2025 with a view to conserve resources.

No amount is being transferred to reserves during the year under review.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

7. CHANGES IN SHARE CAPITAL:

The authorized share capital of the Company as on March 31, 2025 is INR 3,59,78,670 /-(Indian Rupees Three Crore Fifty Nine Lakhs Seventy Eight Thousand Six Hundred and Seventy Only) divided into 35,97,867 (Thirty Five Lakhs Ninety Seven Thousand Eight Hundred and Sixty Seven) Equity Shares of INR 10/- (Indian Rupee Ten Only) each.

During the year under review, the Company has allotted 33,05,283 (Thirty-Three Lakhs Five Thousand Two Hundred and Eighty-Three) Equity Shares having face value of INR 10/- each to Warrant holders belonging to the Non-Promoter Category upon their requests for Conversion from warrants into equivalent number of equity shares. The said shares were duly listed on the Stock Exchange and the Company has received a Trading approval for the said shares.

• Disclosure regarding issue of equity shares with differential rights

All the equity shares issued by the Company carry similar voting rights and the Company has not issued any equity shares with differential voting rights during the financial year under review.

• Buy Back of Securities

The Company has not bought back any of its securities during the financial year under review.

• Sweat Equity

The Company has not issued any Sweat Equity Shares during the financial year under review.

• Bonus Shares

No Bonus Shares were issued during the financial year under review.

• Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees during the financial year.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

The Preferential Issue Committee in their meeting held on 26^th March, 2024, approved allotment of 33,05,283 Share Warrants Convertible into Equivalent Equity Shares to nonpromoters against receipt of 25% of the issue price i.e. Rs. 8.5/- (Indian Rupees Eight and Fifty Paise) per share warrants aggregating to Rs. 2,80,94,906/- (Rupees Two Crore Eighty Lakhs Ninety-Four Thousand Nine Hundred Six Only). The same is noted by Preferential Issue Committee of the Company in their meeting held on 23^rd October, 2024

Further, the Company has received aggregate payment of Rs. 5,61,89,798/- (Indian Rupees Five Crores Sixty-One Lakhs Eighty-Nine Thousand Seven Hundred and Ninety-Eight Only), being next 50% share warrants money i.e., Rs. 17/- (Indian Rupees Seventeen) per Share Warrants from allottees belonging to non-promoters'' group. The proceeds received were used as per the Objects stated in the Offer Document and there was no deviation or variation of funds.

During the year under review, the Company has allotted 33,05,283 (Thirty-Three Lakhs Five Thousand Two Hundred and Eighty-Three) Equity Shares having face value of INR 10/- each to Warrant holders belonging to the Non-Promoter Category upon their requests for Conversion from warrants into equivalent number of equity shares.

Consequently, the paid-up Share Capital of the Company as at March 31, 2025 stood at 35,97,867 (Thirty Five Lakhs Ninety Seven Thousand Eight Hundred and Sixty Seven) Equity Shares having face value of INR 10/- each amounting to INR 3,59,78,670/- (Rupees Three Crore Fifty Nine Lakhs Seventy Eight Thousand Six Hundred and Seventy Only).

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board is in accordance with the provisions of Section 149 of the Companies Act, 2013 with an optimum combination of Executive, Non-Executive and Independent Directors. The Directors on the Board are persons with proven competency, integrity, experience, leadership qualities, financial and strategic insight. They have a strong commitment to the Company and devote sufficient time to the Meetings.

During the financial year under review:

a) The Shareholders of the Company vide Special Resolution dated 16^th March, 2025 passed through Postal Ballot have reappointed Mr. Chandrakant Patel (DIN: 02590157) as Managing Director of the Company w.e.f 01^st April, 2025 to 31^st March, 2028.

b) Subsequent to the completion of the second term of Mr. Arun Sharma (DIN:00369461) as Independent Director of the Company, he was appointed as

Additional Non - Executive Director of the Company with effect FY 2024 - 2025. The proposal for his regularization was not placed before the shareholders in the last Annual General Meeting and hence the Company is proposing to rectify the appointment of Mr. Arun Sharma (DIN:00369461) as Non Executive Non Independent Director w.e.f FY 2024 - 2025 at ensuing Annual General Meeting of the Company.

c) Mr. Mukesh Kumar Seni (DIN: 10998990) was appointed as an Additional Non -Executive Independent director w.e.f. 13^th May, 2025 at the Board Meeting of the Company. Pursuant to Section 161 of the Companies Act, 2013, Mr. Mukesh Kumar Seni (DIN: 10998990) hold office up to the date of ensuing Annual General Meeting of the Company. Mr. Mukesh Kumar Seni (DIN: 10998990) has given his consent to act as a Non - Executive Independent Director of the Company pursuant to Section 152 of the Companies Act, 2013. He has further confirmed that he is neither disqualified nor debarred from holding the Office of Director under the Companies Act, 2013 or pursuant to any Order issued by SEBI. Accordingly, it is proposed to appoint Mr. Mukesh Kumar Seni (DIN: 10998990) as Non - Executive Independent Director at ensuing Annual General Meeting of the Company for a term of 5 (Five) consecutive years from 13^th May, 2025 to 12^thMay, 2030

Director(s) liable to retirement by rotation

In accordance with Section 152 of the Act and the Articles of Association of the Company, Mr. Arvindbhai Chhotabhai Patel (DIN: 00024070) will retire by rotation at the ensuing AGM and being eligible, have offered himself for re-appointment. Based on the recommendation of the NRC, the Board recommends his re-appointment for the approval of the Members of the Company. The brief profile of Mr. Arvindbhai Chhotabhai Patel is included in the Notice of the AGM of the Company.

10. NUMBER OF BOARD MEETINGS:

The Board of Directors duly met 6 (SIX) times during the financial year from 01^st April, 2024 to 31^st March, 2025. The dates on which the meetings were held are as follows:

Sr No.	Dates on which Board Meetings held	Strength of the Board	No. of Directors Present
1.	09th May, 2024	5	5
2.	07th August, 2024	5	5
3.	06th November, 2024	5	5
4.	11th November, 2024	5	5
5.	14th January, 2025	5	5
6.	12th February, 2025	5	5

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. COMMITTEES OF THE BOARD:

The Board has set up various Committees in compliance with the requirements of the business & relevant provisions of applicable laws and layered down well documented terms of references of all the Committees. During the year under review, all the recommendations/ submissions made by the Audit Committee and other Committees of the Board were accepted by the Board.

There are currently three Committees of the Board, as follows:

• Audit Committee• Nomination and Remuneration Committee• Stakeholders'' Relationship Committee12. NUMBER OF GENERAL MEETINGS:

The 42^nd Annual General Meeting of the Company was held on Wednesday, September 04^th, 2024 at 03.00 PM through Video Conferencing/ Other Audio-Visual Means (VC/OAVM) Facility.

Further Postal Ballot process through Remote E-voting was conducted commencing from Saturday, 15^th February, 2025 from 9.00 a.m., (IST) to Sunday, 16^th March, 2025 at 5.00 p.m. (IST) to pass the following resolution:

• Alteration in the Name Clause of Memorandum and Article of Association of the Company

• Re-appointment of Mr. Chandrakant Bhai Patel as a Managing Director of the Company for a period of 3 (Three) years w.e.f. 01^st April, 2025 to 31^st March, 2028.

13. DISCLOSURE OF COMPOSITIONOF COMMITTEES:a. Audit Committee comprises of following members:

Mrs. Savita Kishan Bhaliya	Chairman, Independent and Non-Executive Director
Mr. Mukesh Kumar Seni	Member, Independent and Non - Executive Director (w.e.f 13th May, 2025)
Mr. Chandrakant Patel	Member, Managing Director
Mr. Arun Kumar Sharma	Member, Non-Executive Non - Independent Director

b.	Nomination and Remuneration Committee comprises of following members:
	Mrs. Savita Kishan Bhaliya		Chairman, Independent and Non-Executive Director
	Mr. Ganesh Sahebrao Saindane		Member, Independent and Non-Executive Director
	Mr. Arun Kumar Sharma		Member, Non-Executive Non - Independent Director
c.	Stakeholders Relationship Committee comprises of following members:
	Mr. Arun Kumar Sharma		Chairman, Non-Executive Non - Independent Director
	Mr. Mukesh Kumar Seni		Member, Non - Executive Independent Director (w.e.f 13th May, 2025)
	Mr. Arvindbhai Patel		Member, Whole-Time Director
	Mr. Chandrakant Patel		Member, Managing Director
14. MEETING OF COMMITTEES OF BOARD: During the year there were in total 5 (FIVE) Audit Committee Meetings, 3 (THREE) Nomination & Remuneration Committee, 1 (ONE) Stakeholders Relationship Committee,2 (TWO) Preferential Share Committee and 1 (ONE) meeting of the Independent Directors were held on following dates:
		AUDIT COMMITTEE		(i)	09th May, 2024
				(ii)	07th August, 2024
				(iii)	06th November, 2024
				(iv)	11th November, 2024
				(v)	12th February, 2025
		NOMINATION AND REMUNERATION COMMITTEE		(i)	09th May, 2024
				(ii)	07th August, 2024
				(iii)	12th February, 2025
		STAKEHOLDER RELATIONSHIP COMMITTEE		(i)	12th February, 2025
		PREFERENTIAL SHARE COMMITTEE		(i)	23rd April, 2024
				(ii)	23rd October, 2024
		INDEPENDENT DIRECTOR''S MEETING		(i)	12th February, 2025

15. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION.

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director. The policy on Company''s Remuneration and Nomination is posted on Company''s website at www.sgcl.in.

16. DECLARATION OF INDEPENDENT DIRECTORS AND STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY. EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

All Independent Directors of your Company have submitted their declaration of

independence, as required, pursuant to the provisions of Section 149(7) of the Act and

Regulation 25(8) of the Listing Regulations, stating that they meet the criteria of

independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the

Listing Regulations, and are not disqualified from continuing as Independent Directors of your Company. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors have confirmed that they have registered themselves with databank maintained by the Indian Institute of Corporate Affairs (''IICA''). These declarations/confirmations have been placed before the Board. Pursuant to Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board of Directors hereby affirms that, based on the evaluation conducted and declarations received, it is of the opinion that the Independent Directors appointed during the financial year possess the requisite integrity, expertise, and experience (including proficiency) required for effectively discharging their duties as Independent Directors of the Company.

17. MEETING OF INDEPENDENT DIRECTORS:

As stipulated in the Code of Conduct for Independent Directors under the Act and Listing Regulations, a separate Meeting of Independent Directors of the Company was held on 12^th February, 2025 to review the performance of Non-Independent Directors (including the Chairman) and the Board as a whole. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, which is necessary to effectively and reasonably perform and discharge their duties. The meeting decided on the process of evaluation of the Board and Audit Committee. It designed the questionnaire on limited parameters and completed the evaluation of the

Board by Non-Executive Directors and of the Audit committee by other members of the Board. The same was compiled by Independent authority and informed to the members.

18. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization program aims to provide Independent Directors with the agricultural industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization program also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes. The policy on Company''s familiarization program for Independent Directors is posted on Company''s website at www.sgcl.in.

19. INTERNAL CONTROL SYSTEM:

The Company''s internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company "To be the most sustainable and competitive Company in our industry". The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

20. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

i) That in the preparation of the Annual Financial Statements for the year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) That 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/loss of the Company for that period.

iii) That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual accounts on a going concern basis.

v) That the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating.

21. SUBSIDIARIES AND ASSOCIATE COMPANY''S:

As on 31^st March, 2025, Company has no subsidiaries and associate companies.

However, the Company has given advances for Investment in the Equity Share Capital of Arvind Foods Limited ("Target Company") by acquiring 100% of its shareholding from the existing shareholders.

22. DEPOSITS:

Your Company did not accept any deposits from the public falling under the ambit of Section 73 of the Companies Act, 2013 (hereinafter referred to as ''The Act'') and the Rules framed thereunder during the year. There are no deposits which have not been claimed by depositors or paid by the Company after the date on which the deposit became due for repayment or renewal, as the case may be, according to the contract with the depositors & there are no total amounts due to the depositors & remaining unclaimed or unpaid.

23. DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT:

During the year under review, the Company has not accepted any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there are no such noncompliant deposits to report.

24. DISCLOSURE REGARDING THE MAINTENANCE OF COST RECORDS:

During the financial year under review the provisions regarding maintenance of cost records is not applicable to the Company, therefore the Company is not required to maintain the cost records.

25. APPOINTMENT OF AUDITORS:a) INTERNAL AUDITORS:

As per section 138 of the Companies Act, 2013, The company has appointed M/s. Ajit Jain & Co., Chartered Accountant (Firm Registration Number: 006199C, Membership No: 074943), as internal auditor of the company for financial year 2025-26 to conduct the

internal audit and to ensure adequacy of the Internal controls, adherence to Company''s policies and ensure statutory and other compliance through, periodical checks and internal audit and their report is reviewed by the Audit Committee from time to time.

b) STATUTORY AUDITORS:

The Company at its 40^th Annual General Meeting held on 26^th September, 2022 appointed M/s. C. P. Jaria & Co, Chartered Accountants (Firm Registration Number: 104058W) appointed as Statutory Auditors of the Company for a period of five consecutive years and who shall hold such office from the conclusion of 40^thAnnual General Meeting till the conclusion of 45^th Annual General Meeting at such remuneration as may be mutually decided by the auditors and the Board of Directors thereof. Further the ratification of their appointment pursuant to Section 139 of the Companies Act, 2013 is not required in terms of notification no. SO 1833(E) dated 7^th May, 2018 issued by the Ministry of Corporate Affairs, and accordingly the item has not been included in the Ordinary Course of Business of this AGM Notice. Further, they have confirmed that they are not disqualified as auditors of the Company under the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder.

Auditor''s report is self-explanatory and therefore does not require further comments and Explanation.

c) SECRETARIAL AUDITORS:

The Company has appointed M/s. HSPN And Associates LLP (Formerly known as HS Associates), Practicing Company Secretaries, as Secretarial Auditor of the Company to carry out the Secretarial Audit for the Financial Year 2024-2025 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Their report is appended to this Annual Report as Annexure B to Director''s Report.

Further, the Board has appointed M/s. HSPN & Associates LLP, Practicing Company Secretary to conduct Secretarial Audit of the Company for a period of 5 years i.e. from FY 2025-26 to 2029-30, subject to approval of the Members at the ensuing AGM.

d) COST AUDITORS:

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors, the company was not liable to appoint Cost auditors for the financial year 202425.

26. COMMENTS OF THE BOARD ON AUDITORS'' REPORT:a) Observations of Statutory Auditors on Accounts for the year ended 31^st March, 2025:

There are no qualifications, reservations or adverse remarks or disclaimer made by the Statutory Auditors in respect of financial statements as on and for the year ended 31^st March, 2025.

b) Observations of Secretarial Audit Report for the year ended 31^st March, 2025:

There are no qualifications, reservations or adverse remarks or disclaimer made by the Secretarial Auditors in respect of financial statements as on and for the year ended 31^st March, 2025.

27. VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee.

The said Policy is available on the website of the Company at www.sgcl.in.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

28. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the Statutory Auditors, and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

29. CORPORATE GOVERNANCE & ANNUAL SECRETARIAL COMPLIANCE REPORT AND DISCLOSURE OF RELATED PARTY TRANSECTIONS:

As per Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the compliance with the Corporate Governance provisions shall not apply in respect of the listed entity having paid up equity share capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs.25 Crores as on the last day of the Previous Financial Year. Since the Company''s Paid up Equity capital and the Net Worth fall below the limit mentioned above, compliance with Corporate Governance is not applicable to the Company. Accordingly, as per BSE clarification vide Circular LIST/COMP/12/2019-20 Companies to which the Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable, Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) (Amendments) Regulations, 2018 is also not applicable and not required to submit the Annual Secretarial Compliance Report as well as Disclosure of related party transaction on Consolidated basis under regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

30. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual return for the Financial Year 2024-25 in WEB Form MGT 7 is furnished on the website of the Company at www.sgcl.in.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure A.

All related party transactions were placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of unforeseen or repetitive in nature. The details of all such related party transactions entered into pursuant to the omnibus approval of the Committee, were placed before the Audit Committee on a quarterly basis for its review.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Details of Loans granted, Guarantees given or Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

33. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Information on conservation of energy, technology absorption, foreign exchange earnings and out go, is required to be given pursuant to provision of Section 134 of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed hereto marked as Annexure C and forms part of this report.

34. PARTICULARS OF EMPLOYEES:

No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been provided. The Directors of the Company do not draw any Remuneration.

The Policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 is available on Company''s website at www.sgcl.in.

35. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

The Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed hereto marked Annexure D and forms part of this report.

36. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Board of Directors affirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (SS-1 & SS-2) respectively as amended relating to Meetings of the Board and its Committees which have mandatory application and General Meeting.

37. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives and thus in pursuance of the same it has formulated a Risk Management Policy to ensure compliance with regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up

actions thereon are reported to the Audit Committee and the risk management policy is available on the website of the company at www.sgcl.in.

In the opinion of the Board, there are no elements of risks threatening the existence of the Company.

38. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company for the financial year 2024 - 2025 as the Company does not meet the criteria specified under sub-section (1) of Section 135 of the Act. Accordingly, the Company is not required to constitute a CSR Committee or formulate a CSR Policy.

39. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

The Company had received an Email from BSE Limited on 13th June, 2025 wherein Fines were imposed on the Company for Delay in furnishing Prior Intimation about the meeting of the Board of Directors under Regulation 29(2)/29(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR regulations) for quarter and year ended 31^st March, 2025. The Company has paid the Fines imposed on 23^rd June, 2025 and Details of Remittance were sent to BSE via Email on 24^th June, 2025. There is no material impact on financials, operations or other activities of the Company due to this fine.

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

40. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

41. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 do not mandate the Company to Sexual Harassment Redressal Mechanism within the Company, as there are not more than 10 employees in the Company. However, as required the following is the details of complaints received and resolved during the year:

Number of complaints of sexual harassment received in the year;	Number of complaints disposed off during the year	Number of cases pending for more than ninety days
NIL	NIL	NIL

42. INSOLVENCY AND BANKRUPTCY CODE:

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 hence the requirement to disclose the details of application made or proceeding pending at the end of financial year is not applicable.

43. DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

During the year, there were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions. The requirement to disclose the details of difference between amount of valuation done at the time of onetime settlement and valuation done while taking loan from the Banks and Financial Institutions along with the reasons thereof is also not applicable.

44. DISCLOSURE UNDER THE MATERNITY BENEFITS ACT, 1961:

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, which ensures maternity benefits to women employees as per applicable law. During the financial year ended March 31, 2025, the provisions of the Act were applicable to the Company; however, no instances arose wherein maternity benefits were availed by any woman employee of the Company as the Company does not have any female Employee.

The Company remains committed to providing a safe, inclusive, and supportive work environment for all employees, in line with applicable laws and best practices.

45. OTHER DISCLOSURES:

The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable.

The Board of Directors in their Board Meeting held on 06^th November, 2024 have proposed to make an Investment in the Equity Share Capital of Arvind Foods Limited ("Target Company") by acquiring 100% of its shareholding from the existing shareholders. The total investment proposed is up to Rs. 94,00,000/- (Rupees Ninety-Four Lakhs Only). The Company is currently in the process of evaluating and executing the necessary steps for the proposed acquisition.

46. ENHANCING SHAREHOLDER VALUE:

Your company firmly believes that its success, the market place and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services.

47. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, lenders, business associates including distributors, vendors and customers, the press and the employees of the Company.

48. CAUTIONARY STATEMENT:

The statements contained in the Board''s Report contain certain statements relating to the future and therefore, are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

---

Mar 31, 2024

Your Directors have great pleasure in presenting 42^nd Annual Report along with the
Audited Balance Sheet and Profit and Loss Account, for the year ended 31^st March,
2024.

1. FINANCIAL RESULTS:

The Company''s performance during the year ended 31^st March, 2024 as compared to
the previous financial year, is summarized below:

(Rs. in Hundred)

Particulars	Year ended
	2023-24	2022-2023
Total Income (including Other Income)	83,036.49	82,735.18
Gross Profit (before Interest, Depreciation and tax)	51,071.56	23,136.34
Less: Interest	00	00
: Depreciation	9,715.30	11,449.85
: Provision for taxation - Current	12,831.00	6,040.00
- Deferred	-2,077.96	13,639.24
Net Profit after tax	30,603.22	-7992.75
Less: Other Comprehensive Income	00	00
Total Comprehensive Income for the period	30,603.22	-7,992.75

2. DIVIDEND AND TRANSFER TO RESERVES:

In order to conserve resources, your directors do not recommend dividend for the year
ended 31^st March, 2024 with a view to conserve resources.

No amount is being transferred to reserves during the year under review.

3. FUTURE PROSPECTS:

The product range includes manufacture vegetable oils from Soyabean and other oil
seeds and oil cakes by solvent extraction process.

The focus of the company is towards increasing the demand of the product in the
market and the Company is also in process of trading into agro-commodity in the
market.

4. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;

There was no change in the nature of business of the Company.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:

There were material changes and commitments affecting the financial position of the
Company between the end of the financial year of the Company to which the financial
statements relate and the date of the report. The shareholders of the Company in their
Annual General Meeting held on 21^st August, 2023 approved issue and allotment of
35,29,399 (Thirty-Five Lakhs Twenty-Nine Thousand Three Hundred and Ninety-Nine
only) Share Warrants which are to be convert into Equivalent Equity Shares, on
preferential basis. The issue was done at a price of Rs. 34 (including Premium of Rs. 24
per share) per Share Warrant.

In-principle approval from BSE Limited was received for 33,08,812 Share Warrants on
March 19, 2024.

Then Preferential Issue Committee in their meeting held on 26^th March, 2024, approved
allotment of 33,05,283 Share Warrants Convertible into Equivalent Equity Shares to
non-promoters against receipt of 25% of the issue price i.e. Rs. 8.5 (Indian Rupees Eight
and Fifty Paise) per share warrants aggregating to Rs. 2,80,94,906 (Rupees Two Crore
Eighty Lakhs Ninety-Four Thousand Nine Hundred Six Only). Further, the Company
received another 25% of the issue price i.e. Rs. 8.5 (Indian Rupees Eight and Fifty Paise)
per share warrants aggregating to Rs. 2,80,94,906 (Rupees Two Crore Eighty Lakhs
Ninety-Four Thousand Nine Hundred Six Only) from the convertible warrant holders.
Accordingly, as on date of this report, 50% Share Warrants money i.e. Rs. 17/- (Indian
Rupees Seventeen) per share warrants is received by the Company. The same is noted

by Preferential Issue Committee of the Company in their meeting held on 23rd April,
2024.

Further, Share Warrants money is spent towards the object specified in the AGM
Resolutions and noted the same by the Audit Committee.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year under review:

a) Ms. Renu Manendra Singh and Mr. Shrikrishna Baburam Pandey, resigned from the
post of Independent Directors of the Company due to personal reasons and other
commitments w.e.f. 5^th August, 2023. Subsequent to their resignation as
Independent Directors, they will also cease to be a Key Managerial Personnel
("KMP") under the provisions of Section 203 of Companies Act, 2013. Ms. Renu
Manendra Singh and Mr. Shrikrishna Baburam Pandey have also confirmed that
there is no other material reason for the resignation, other than, as stated above, and
the same was noted by the Board.

b) Ms. Savita Kishan Bhaliya (DIN: 07192068) and Mr. Ganesh Sahebrao Saidane are
appointed as an additional director as well as Independent Director of the Company
w.e.f. 19th August, 2023. Pursuant to Section 161 of the Companies Act, 2013, Ms.
Savita Kishan Bhaliya (DIN: 07192068) and Mr. Ganesh Sahebrao Saidane hold office
up to the date of ensuing Annual General Meeting of the Company. Ms. Savita
Kishan Bhaliya (DIN: 07192068) and Mr. Ganesh Sahebrao Saidane has given his
consent to act as a Director of the Company pursuant to Section 152 of the
Companies Act, 2013. They have further confirmed that he is neither disqualified
nor debarred from holding the Office of Director under the Companies Act, 2013 or
pursuant to any Order issued by SEBI.

7. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is
a Part of Annual Report. Consolidated Financial Statement is not applicable.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND.

There was no transfer during the year to the Investor Education and Protection Fund
in terms of Section 125 of the Companies Act, 2013.

9. NUMBER OF BOARD MEETINGS:

During the financial year, the Board had met Seven times on 29^th May 2023, 21^st July,
2023, 28^th July, 2023, 31st July, 2023, 19^th August, 2023, 09^th November, 2023 and 06^th
February, 2024.

The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

10. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR
APPOINTMENT AND REMUNERATION.

The Nomination & Remuneration Committee of Directors have approved a Policy for
Selection, Appointment and Remuneration of Directors which inter-alia requires that
composition and remuneration is reasonable and sufficient to attract, retain and
motivate Directors, KMP and senior management employees and the Directors
appointed shall be of high integrity with relevant expertise and experience so as to
have diverse Board and the Policy also lays down the positive attributes/criteria while
recommending the candidature for the appointment as Director. The policy on
Company''s Remuneration and Nomination is posted on Company''s website at
http://www.sagarsoyaproducts.com/

11. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they
fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013
and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 so as to qualify themselves to be appointed as Independent Directors
under the provisions of the Companies Act, 2013 and the relevant rules.

12. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year on 6^th February, 2024 to review
the working of the Company, its Board and Committees. The meeting decided on the
process of evaluation of the Board and Audit Committee. It designed the questionnaire
on limited parameters and completed the evaluation of the Board by Non-Executive
Directors and of the Audit committee by other members of the Board. The same was
compiled by Independent authority and informed to the members.

13. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization program aims to provide Independent Directors with the
agricultural industry scenario, the socio-economic environment in which the Company
operates, the business model, the operational and financial performance of the
Company, significant developments so as to enable them to take well informed
decisions in a timely manner. The familiarization program also seeks to update the
Directors on the roles, responsibilities, rights and duties under the Act and other
statutes. The policy on Company''s familiarization program for Independent Directors
is posted on Company''s website at http:/ /www.sagarsoyaproducts.com.

14. INTERNAL CONTROL SYSTEM:

The Company''s internal controls system has been established on values of integrity
and operational excellence and it supports the vision of the Company "To be the most
sustainable and competitive Company in our industry". The Company''s internal
control systems are commensurate with the nature of its business and the size and
complexity of its operations. These are routinely tested and certified by Statutory as
well as Internal Auditors and their significant audit observations and follow up actions
thereon are reported to the Audit Committee on a quarterly basis, specifying the
nature, value and terms and conditions of the transactions.

15. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

i) That in the preparation of the annual accounts, the applicable accounting standard had
been followed along with proper explanation relating to material departures.

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

iii) That the Directors have taken proper and sufficient care for the maintenances of
adequate accounting records in accordance with the provision of this Act for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.

iv) That the Directors have prepared the Annual accounts on a going concern basis.

v) That the Directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.

vi)That the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating.

16. SUBSIDIARIES AND ASSOCIATE COMPANY''S:

As on 31^st March, 2024, Company has no subsidiaries and associate companies.

17. DEPOSITS:

Your Company did not accept any deposits from the public during the year. There are
no deposits which have not been claimed by depositors or paid by the Company after
the date on which the deposit became due for repayment or renewal, as the case may
be, according to the contract with the depositors & there are no total amounts due to
the depositors & remaining unclaimed or unpaid.

18. APPOINTMENT OF AUDITORS:

a) INTERNAL AUDITORS

As per section 138 of the Companies Act, 2013, The company has appointed M/s Ajit
Jain & Co., Chartered Accountant, as internal auditor of the company for financial year
2023-24 to conduct the internal audit and to ensure adequacy of the Internal controls,
adherence to Company''s policies and ensure statutory and other compliance through,
periodical checks and internal audit.

b) STATUTORY AUDITORS:

The Company at its 40^th Annual General Meeting held on 26th September, 2022
appointed M/s. C. P. Jaria & Co, Chartered Accountants (FRN: 104058W) appointed
as Statutory Auditors of the Company for a period of five consecutive years and who
shall hold such office from the conclusion of 40th Annual General Meeting till the
conclusion of 45^th Annual General Meeting at such remuneration as may be mutually
decided by the auditors and the Board of Directors thereof. Further the ratification of
their appointment pursuant to Section 139 of the Companies Act, 2013 is not required
in terms of notification no. SO 1833(E) dated 7th May, 2018 issued by the Ministry of
Corporate Affairs, and accordingly the item has not been included in the Ordinary
Course of Business of this AGM Notice Further, they have confirmed that they are not
disqualified as auditors of the Company under the Companies Act, 2013, the Chartered
Accountants Act, 1949 and the rules or regulations made thereunder.

Auditors'' report is self-explanatory and therefore does not require further comments
and Explanation.

c) SECRETARIAL AUDITORS

The Company has appointed M/s HSPN And Associates LLP (Formerly known as HS
Associates), Practicing Company Secretaries, as Secretarial Auditor of the Company to
carry out the Secretarial Audit for the Financial Year 2023-2024 and to issue Secretarial
Audit Report as per the prescribed format under rules in terms of Section 204(1) of the
Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. Their report is appended to this Annual Report
as Annexure A to Director''s Report.

d) COST AUDITORS:

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost
auditors, the company was not liable to appoint Cost auditors for the financial year
2023-24.

19. COMMENTS OF THE BOARD ON AUDITORS'' REPORT:

a) Observations of Statutory Auditors on Accounts for the year ended 31^st March, 2024:

There are no qualifications, reservations or adverse remarks or disclaimer made by the
Statutory Auditors in respect of financial statements as on and for the year ended 31^st
March, 2024.

b) Observations of Secretarial Audit Report for the year ended 31^st March, 2024:

There are no qualifications, reservations or adverse remarks or disclaimer made by the
Statutory Auditors in respect of financial statements as on and for the year ended 31^st
March, 2024.

20. VIGIL MECHANISM POLICY/ WHISTLE BLOWER POLICY FOR THE
DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has, pursuant to the provisions of Section
177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and
employees of the Company to provide a mechanism which ensures adequate
safeguards to employees and Directors from any victimization on raising of concerns
of any violations of legal or regulatory requirements, incorrect or misrepresentation of
any financial statements and reports, etc.

The employees of the Company have the right/option to report their
concern/grievance to the Chairman of the Audit Committee.

The said Policy is available on the website of the Company at
https:/ / www.sagarsoyaproducts.com.

The Company is committed to adhere to the highest standards of ethical, moral and
legal conduct of business operations.

21. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, and Secretarial Auditor have
not reported any instances of frauds committed in the Company by its Officers or
Employees to the Audit Committee under section 143(12) of the Act, details of which
needs to be mentioned in this Report.

22. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration) Rules,
2014, the Annual return for the Financial Year 2023-24 in E-form MGT 7 is furnished
on the website of the Company www.sagarsoyaproducts.com

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH
RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section
188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating
to Accounts of Companies under the Companies Act, 2013, is appended as Annexure
B.

All Related Party Transactions are presented to the Audit Committee and the Board.
Omnibus approval is obtained for the transactions which are foreseen and repetitive
in nature. A statement of all related party transactions is presented before the Audit
Committee on a quarterly basis, specifying the nature, value and terms and conditions
of the transactions.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013.

Details of Loans granted, Guarantees given or Investments made during the year
under review, covered under the provisions of Section 186 of the Companies Act, 2013
are given in the notes to the Financial Statements.

25. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Information on conservation of energy, technology absorption, foreign exchange
earnings and out go, is required to be given pursuant to provision of Section 134 of the
Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is
annexed hereto marked as Annexure C and forms part of this report.

26. PARTICULARS OF EMPLOYEES:

No details as required under section 197 (12) of the Companies Act 2013 and Rule 5(2)
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
have been provided. The Directors of the Company do not draw any Remuneration.

The Policy of the Company on Directors'' appointment and remuneration including
criteria for determining qualifications, positive attributes, independence of a Director
and other matters provided under sub-section (3) of section 178 is available on
Company''s website: www.sagarsoyaproducts.com

27. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as
stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing
Obligation and Disclosure Requirement) Regulation 2015, is annexed hereto marked
Annexure D and forms part of this report.

28. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary
provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent
applicable to the Company.

29. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate
various risks to key business objectives and thus in pursuance of the same it has
formulated a Risk Management Policy to ensure compliance with regulation 17 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Major risks
identified by the businesses and functions are systematically addressed and also
discussed at the meetings of the Audit Committee and the Board of Directors of the
Company.

The Company''s internal control systems are commensurate with the nature of its
business and the size and complexity of its operations. Significant audit observations
and follow up actions thereon are reported to the Audit Committee and the risk
management policy is available on the website of the company:
www.sagarsoyaproducts.com.

30. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the year there has been significant material orders passed by the Regulators
and no significant orders by Courts or Tribunals impacting the going concern status
and company''s operations in future. The Company received email about the
outstanding SOP Fines of Rs. 1,55,37,650/- (One Crore Fifty-Five Lakhs Thirty-Seven
Thousand Six Hundred & Fifty Only) payable for late submission and non-submission
of the information, reports, certificates under LODR Regulations on August 9, 2023.
Further, the Company filed application for waiver of the penalty / fine levied on the
Company as mentioned above. On application BSE provided partial waiver of penalty
/ fine levied on the Company and the penalty / fine was reduced to Rs. 7,43,400/-
(incl. GST). The Company has made the payment of Rs. 7,43,400/- (incl. GST) on
February 26, 2024. Thereafter, the Company filed application for waiver of penalty /
fine i.e., Rs. 7,43,400/-. As on the date of this report, the status of the waiver application
is "Case is under process with Listing Operation team". As on the date, Company
made the default good.

31. ENHANCING SHAREHOLDER VALUE

Your company firmly believes that its success, the market place and a good reputation
are among the primary determinants of value to the shareholder. The organizational
vision is founded on the principles of good governance and delivering leading-edge
products backed with dependable after sales services.

32. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS
COMMITTEES AND OF INDIVIDUAL DIRECTORS HAS BEEN MADE.

During the year, the Board adopted a formal mechanism for evaluating its
performance and as well as that of its Committees and individual Directors, including
the Chairman of the Board. The exercise was carried out through a structured
evaluation process covering various aspects of the Boards functioning such as
composition of the Board & committees, experience & competencies, performance of
specific duties & obligations, governance issues etc. Separate exercise was carried out
to evaluate the performance of individual Directors including the Board Chairman

who were evaluated on parameters such as attendance, contribution at the meetings
and otherwise, independent judgment, safeguarding of minority shareholders interest
etc.

The evaluation of the Independent Directors was carried out by the entire Board and
that of the Chairman and the Non-Independent Directors were carried out by the
Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.

33. COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders'' Relationship Committee

34. DISCLOSURE OF COMPOSITIONOF COMMITTEES

a. Audit Committee comprises of following members:

Mr. Arun Kumar Sharma	:	Chairman & Independent and Non-Executive Director
Mr. Chandrakant	:	Member, Managing Director
Patel
Mrs. Savita Kishan	:	Member, Independent and Non-Executive
Bhaliya		Director

b. Nomination and Remuneration Committee comprises of following members:

Mr. Arun Kumar Sharma		Chairman & Independent and Non-Executive Director
Mrs. Savita Kishan Bhaliya		Member, Independent and Non-Executive Director
Mr. Ganesh Sahebrao Saindane		Member, Independent and Non-Executive Director

c. Stakeholders Relationship Committee comprises of following members:

Mr. Arun kumar Sharma		Chairman & Independent and Non-Executive Director
Mr. Arvindbhai Patel		Member, Whole-Time Director
Mr. Chandrakant Patel		Member, Managing Director

35. MEETING OF COMMITTEES OF BOARD:

During the year there were in total 4 Audit Committee Meetings, 2 Nomination &
Remuneration Committee and 1 Stakeholders Relationship Committee were held.

Further one meeting of the Independent Directors was held on February 6, 2024.
Audit Committee:

Sr. No	Date
1	29-05-2023
2	31-07-2023
3	09-11-2023
4	06-02-2024

Nomination and Remuneration committee:

Sr. No	Date
1	19-08-2023
2	06-02-2024

Stakeholder relationship Committee:

Sr. No.	Date
1	06-02-2024

36. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act,
2013 do not mandate the Company to Sexual Harassment Redressal Mechanism within
the Company, as there are no female employees in the Company.

37. OTHER DISCLOSURES

The company does not have any Employees Stock Option Scheme in force and hence
particulars are not furnished, as the same are not applicable.

No application has been made under Insolvency and Bankruptcy Code: hence
requirement to disclose the details of application made or any proceedings 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 to the Company.

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

38. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the
Company has received from its promoters, lenders, business associates including
distributors, vendors and customers, the press and the employees of the Company.

BY ORDER OF THE BOARD
FOR SAGAR SOYA PRODUCTS LIMITED

Sd/-

ARVINDBHAI CHHOTABHAI PATEL
Date - August 7, 2024 CHAIRMAN

Place- Mumbai DIN: 00024070

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Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting 32nd ANNUAL REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2014.

1. FINANCIAL RESULTS

The financial Results are briefly indicated below:

(Amt in Rs.)

PARTICULARS YEAR ENDED

31.03.2014 31.03.2013

Total Income 81,46,845.15 48,21,790.40 Total Expenditure 12,281,710.19 38,86,765.00

Profit/(Loss) before Taxation (51,26,147.40) (9,23,920.60)

Profit/(Loss) after Taxation (51,26,147.40) (9,23,920.60)

Profit/(Loss) Brought Forward (125,613,341.34) (124,689,420.74)

Balance carried to Balance Sheet (130739488.74) (125613341.34)

2. REVIEW OF OPERATIONS

The Company has incurred losses of Rs. 51,26,147.40/- during the financial year as compared to Rs. 923920.60 during the last year. The increase in losses is due to writing off of Bad Debts. Your Directors expects to achieve better performance in the future and are taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND

In view of losses your Directors do not recommend any dividend as such.

4. DEPOSITS

The company has not accepted any deposits from the Public therefore provisions of Section 58A and Companies (Acceptance of Deposits) Rules 1975 are not applicable to the Company.

5. PARTICULARS OF EMPLOYEES

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as set out in terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

6. DIRECTORS

Mrs. Renu Singh was inducted as an Additional Director on the Board of the Company on 1st June, 2014 in order to comply with the provisions of Section 149 of the Companies Act, 2013 requiring a listed Company to have a woman Director. Your Directors recommend her appointment in ensuing Annual General Meeting.

Mr. Chandrakant Patel, Independent Director of the Company was liable to retire by rotation in this Annual General Meeting. However pursuant to provisions of Section 149, Section 150, Section 152 read with Schedule IV of the Companies Act, 2013 Mr. Chandrakant Patel is appointed as an Independent Director for the period of five consecutive years from 1st April, 2014 to 31st March, 2019. The resolution for his appointment is put forward for your approval.

Likewise the term of office of Mr. Arun Kumar Sharma is liable to be determined by retirement of Director by rotation pursuant to provisions of Companies Act, 1956. However pursuant to provisions of Section 149, Section 150, Section 152 read with Schedule IV of the Companies Act, 2013 Mr. Arun Kumar Sharma is appointed as an Independent Director for the period of five consecutive years from 1st April, 2014 to 31st March, 2019. The resolution for his appointment is put forward for your approval.

The Company has received notice in writing from member along with requisite fee proposing candidature of Mrs. Renu Singh, Mr. Chandrakant Patel and Mr. Arun Kumar Sharma as Independent Director(s) of the Company. Your Directors recommend their appointment in ensuing Annual General Meeting.

7. REGISTERED OFFICE:

The Company has filed an application with the Regional Director, North Western Region of the Ministry of Corporate Affairs to shift the registered office of the Company from the State of Madhya Pradesh to the State of Maharashtra. The Company has not yet received approval to shift the registered office of the Company.

8. FORFEITURE OF SHARES:

The Board of Directors have forfeited 8,45,030 Partly Paid up Equity Shares of Rs.10/- with effect from 31st March, 2014 on account of failure to pay the balance allotment money due at the rate of Rs. 5/- per Equity Share. The detailed list of Shares which have been forfeited are available on Company''s website www.sagarsoyaproducts.com.

9. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable.

10. DIRECTOR''S RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 or Loss of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

11. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION

Information in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure and marked as ''Annexure A'' forming part of this report.

12. FOREIGN EXCHANGE EARNINGS AND OUTGO.

During the year under review, besides the transactions reported elsewhere, there were no other Foreign Exchange transactions.

13. AUDITORS

M/s O.T Gandhi & Co., Chartered Accountant, Indore bearing ICAI Firm Registration No as 001120C are proposed to be appointed as Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the Thirty Fifth Annual General Meeting of the Company held thereafter, subject to ratification of the appointment by the members at every Annual General Meeting held after the ensuing Annual General Meeting.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/ s O.T Gandhi & Co, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

14. INTERNAL AUDITORS

The company has appointed M/s Ajit Jain & Co., Chartered Accountants, Indore, as internal auditor of the company for financial year 2014-15.

15. SECRETARIAL AUDITORS

The Company has appointed M/s HS Associates as Secretarial Auditor of the Company to carry out the Secretarial Audit for the Financial Year 2014 -2015 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

16. AUDITORS REPORT:

Since the explanation given in the Auditor''s Report are self explanatory, no further comments by the Board of Directors is provided as such.

17. COMMITTEES OF THE BOARD

Pursuant to Section 292A of the Companies Act, 1956 and clause 49 of Listing Agreement the Company has formed Audit Committee. Besides this the Company has also formed Shareholder / Investor Grievance Committee to redress investors'' complaint, if any.

18. CORPORATE GOVERNANCE REPORT

The Company has obtained Corporate Governance Report from HS Associates, Company Secretaries and is annexed hereto and forming part to this Report. A separate section of Corporate Governance as complied by the Company is annexed hereto marked as Annexure B and forming part of this report.

19. ACKNOWLDEGEMENTS

Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.

By Order of the Board For SAGAR SOYA PRODUCTS LIMITED Date : 14th August, 2014 ARVIND PATEL Place : Sagar Chairman DIN: 00024070

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Mar 31, 2013

To, The Members of Sagar Soya Products Limited

The Directors have great pleasure in presenting 31st ANNUAL REPORT along with the Audited Balance Sheet and Profit And Loss Account, for the year ended 31st March, 2013.

1. FINANCIAL RESULTS

The financial Results are briefly indicated below:

(Amt in ) PARTICULARS YEAR ENDED 31.03.2013 31.03.2012

Total Income 48,21,790.40 519,453.44

Total Expenditure 57,45,711.00 1,063,139.00

Profit/(Loss) before Taxation (9,23,920.60) (543,685.56)

Profit/(Loss) after Taxation (9,23,920.60) (543,685.56)

Profit/(Loss) Brought Forward (124,689,420.74)(124145735.18)

Balance carried to Balance Sheet (125,613,341.34)(4,689,420.74)

2. REVIEW OF OPERATIONS

The Company has incurred losses of Rs. 9,23,920.60/- during the financial year. Your Directors expects to achieve better performance in the future and are taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND

In view of losses your Directors do not recommend any dividend as such.

4. DEPOSITS

The company has not accepted any deposits from the Public therefore provisions of Section 58A and Companies (Acceptance of Deposits) Rules 1975 are not applicable to the Company.

5. PARTICULARS OF EMPLOYEES

There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as set out in terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended.

6. DIRECTORS

Mr Arun Kumar Sharma , Director retiring by rotation in terms of provision of Articles of Assocaition of the Company and is eligible for re-appointment. The resolution for appointment of Director is also placed before you in the Annual General Meeting

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 is not applicable.

8. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms:

i. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 or Loss of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

9. FORFEITURE OF SHARES

The Board of Directors of the Company at their meeting held on 30th May, 2013 have initiated the process of forfeiting the shares of those shareholders whose call money is unpaid. Accordingly, letters to those shareholders whose call money is unpaid are being issued asking call money.

10. CONSERVATION OF ENERGY & TECHNOLOGY ABSORBTION

Information in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure and marked as A‘ nnexure A ''forming part of this report.

11. FOREIGN EXCHANGE EARNINGS AND OUTGO.

During the year under review, besides the transactions reported elsewhere, there were no other Foreign Exchange transactions.

12. AUDITORS

M/s O. T. Gandhi & Co., Chartered Accountants, Indo rSet,atutory Auditors of your company holds office until the conclusion of the forthcoming Annual General Meeting. They have signified their willingness to accept re- appointment as Statutory Auditors of the Company and further have confirmed their eligibility under Section 224 (1B) of the Companies Act, 1956.

13. AUDITORS REPORT:

Since the explanation given in the Auditors'' Report are self explanatory, no further comments by the Board of Directors is provided as such.

14. COMMITTEES OF THE BOARD

Pursuant to Section 292A of the Companies Act, 1956 and clause 49 of Listing Agreement the Company has formed Audit Committee. Besides this the Company has also formed Shareholder / Investor Grievance Committee to redress investors ''complaint, if any.

15. REVOCATION OF SUSPENSION OF TRADING IN EQUITY SHARES

The trading of Equity Shares of the Company was suspended by Bombay Stock Exchange due to non compliance of various clauses of listing agreement. However with the continued efforts of Board of Directors of your Company the suspension of trading of Equity Shares of the Company was revoked by Bombay Stock Exchange with effect from 7th January, 2013. The shares of the Company are now freely tradable.

16. CORPORATE GOVERNANCE REPORT

The Company has obtained Corporate Governance Report from HS Associates, Company Secretarieasn d is annexed hereto and forming part to this Report. A separate section of Corporate Governance as complied by the Company is annexed hereto marked as Annexure B and forming part of this report.

17. ACKNOWLDEGEMENTS

Your Company wishes to sincerely thank all the customers, commercial banks, financial institution, creditors etc. for their continuing support and co-operation.

Your Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company and also sincerely thank the shareholders for the confidence reposed by them in the company and from the continued support and co-operation extended by them.

By Order Of The Board

For SAGAR SOYA PRODUCTS LIMITED

Sd/-

Date : 30th May, 2013 ARVIND C. PATEL

Place :Sagar CHAIRMAN