Directors Report of Tahmar Enterprises Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 34th Annual Report together with Audited Financial Statements of the Company for the Financial Year ended 31st March, 2025. Further, in compliance with the Companies Act, 2013 the Company has made requisite disclosures in this Boardâs Report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company.

1. FINANCIAL SUMMARY/STATE OF COMPANYâS AFFAIRS

The Companyâs financial performance, for the year ended March 31, 2025 is summarized below:

The Boardâs Report is prepared based on the Standalone Financial Statements of the company.		(Amount in Lacs)
Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024
Revenue from Operation	386.96	544.52
Revenue from other Income	622.84	261.26
Total Revenue	1009.81	805.77
Total Expenses	1269.92	799.15
Profit/(loss) before exceptional item	(260.11)	6.62
Profit on sale of fixed assets	-	-
Profit/(loss) before Taxation	(260.11)	6.62
Provision for Current Tax	-	1.72
Provision for Deferred Tax	0.79	0.18
Profit after tax	(260.90)	4.72
Earnings per Equity Share-Basic & Diluted	(0.275)	0.005

2. CHANGE IN NATURE OF BUSINESS

During the year, Companyâs total revenue stood at Rs. 1009.81 Lakhs as compared to previous year figures Rs. 805.77 Lakhs and your company

Profit before exceptional items and tax of Rs. (260.11) Lakhs as compared to previous figures of Rs. 6.62 Lakhs, though due to operational Expenses item your company has to incur loss of Rs. (260.90) Lakhs as compared to previous year figure of Rs. 4.72 Lakhs

Further, there are no significant and material events impacting the going concern status and Companyâs operations in future and Our Company is under the good management guidance and control that help continued in achieving the targets of cutting down in the cost of operations and

getting efficiency in this area by using better alternated resources/means. During the Year under review, there was no change in Companyâs Business.

3. DIVIDEND

In view of lower profitability and capitalization of profit for liquidity in business of funds and strong growth of company the Board of Directors, do not propose any dividend for the financial year ended 31st March, 2025.

4. TRANSFER TO RESERVE

For the year under review, no amount has been transferred to General Reserve.

5. SHARE CAPITAL & CHANGE IN THE SHARE CAPITAL

During the year, the Company has not made any alteration in the class of capital of Memorandum of Association.

Authorized Share Capital of the Company was as on 31/03/2025: -

i. 34,00,00,000 (Thirty-Four Crore) Equity Shares of face value of Re. 1/- (Rupee One Only) each aggregating to Rs. 34,00,00,000/-(Rupees Thirty-Four Crore Only) and

ii. 15,00,00,000 (Fifteen Crore) Preference Shares of face value of Re. 1/- (Rupee One Only) each aggregating to Rs. 15,00,00,000/- (Rupees Fifteen Crore Only).

The paid-up Equity Share Capital as on March 31, 2025 was Rs. 9,47,89,000 /- and The paid-up Preference Share Capital as on March 31, 2025 was Rs. 9,00,00,000/-.

The total Paid up Share Capital of the company as on March 31, 2025 was Rs. 18,47,89,000 /-.

The company has also issued and allotted 6,96,00,000 Warrants (Equity Convertible Warrants) at a Price of Rs. 1/- on which 25% warrant an amount has been received by the company.

After the closure of the financial year, the Company has allotted 4,00,00,000 (Four Crore) equity shares upon conversion of an equivalent number of warrants. These warrants were earlier issued on a preferential basis in accordance with applicable laws and regulations. Upon receipt of the balance consideration and due compliance with the terms of the issue, the said warrants were converted into fully paid-up equity shares, thereby increasing the paid-up share capital of the Company accordingly.

The company has not bought back any of its securities during the financial year 2024-25.

Therefore, the total Paid up Share Capital of the company as on 31/03/2025 was Rs. 18,47,89,000 /- (does not included the warrant subscription amount in this), and before the signing of report the total Paid up Share Capital of the company is Rs. 22,47,89,000 /-

6. FINANCE

Cash and cash equivalent as at March 31, 2025 was Rs. 54.24/- Lacs. against Rs. 20.55/- Lacs last year.

7. DEPOSITS

During the year under review the Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies [Acceptance of Deposits] Rules, 2014. There was no public deposit outstanding as at the beginning and end of the financial year 2024-25.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the period under review, the loans, advance and guarantees were provided by the Company under the provisions of Section 186 of Companies Act, 2013 is given in the balance sheet and schedule of Loans and Advances.

9. MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), the Management Discussion & Analysis is presented in separate section forming part of the Annual Report.

10. CORPORATE GOVERNANCE:

Pursuant to Regulation 15 (2), of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) shall not be mandatory, for the time being, in respect of the listed entity having paid up equity share capital not exceeding Rs. 10 Crore and net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year. As before the closuring of the year our companyâs paid up equity share capital was not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year 31/03/2024, compliance with Regulation Para C, D and E of schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), a Report on Corporate Governance was applicable.

However as on the 31.03.2025, the paid-up share capital was Rs. 9,47,89,000/- (Rupees Nine Crores Forty Seve Lakh Eighty Nine Thousand only) divide into 9,47,89,000 Equity Shares accordingly company is complying as per the directions of SEBI and the Bombay Stock Exchange Limited, accordingly the company has been adhering to the directions and guidelines as required.

A report on Corporate Governance in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms integral part of this report. A certificate regarding compliance of conditions of Corporate Governance Report issued by Practicing Company Secretary is attached separately to this report.

11. DIRECTORS, KMP & CHANGE IN DIRECTORS & KMP DURING THE YEAR

The Composition of the Board during the year was as per the provisions of Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Companies Act, 2013.

During the year Pursuant to Section 152 of the Companies Act, 2013 Mr. Rajshekhar Cadakketh Rajasekhar Nair, Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Board has recommended his re-appointment.

None of the Directors are disqualified for appointment/ re-appointment under Section 164 of the Act. As required by law, this position is also reflected in the Auditorsâ Report.

As required under Regulation 36(3) of the Listing Regulations with the stock exchanges, the information on the particulars of Directors proposed for appointment/re-appointment has been given in the notice of Annual General Meeting.

Further after conclusion of F.Y. 2024-25 and before this 34^th Annual General Meeting, and Mr. Manish D Ladage, Director of the Company resigned w.e.f. 22^nd July 2024 and the board of directors appointed Ms. Shilpa Sushant Phadnis as Additional Non Executive Non Independent Director and Mr. Sangramsinh Bhagyeshrao Kupekar Desai Additional Non Executive Non Independent Director as of the Company w.e.f. 6^th August, 2024.However , Shilpa Sushant Phadnis (DIN-03085651) and Mr. Sangramsinh Bhagyeshrao Kupekar Desai (DIN10232182) has not regularized therefore the term of Ms. Shilpa Sushant Phadnis (DIN-03085651) and Mr. Sangramsinh Bhagyeshrao Kupekar Desai (DIN10232182) as Additional (Non-Executive) (Category - Non-Independent) Director ended on the close of business hours on 30th September 2024.

The Board at present comprises of with the following changes took place in Board of Directors and KMP of the Company During the year under review:

Sr. No	DIN/PAN	Name of Director	Designation	Original Date of Appointment	Date of Cessation
1	1203100	Sarita Sequeira	Managing Director	04.08.2022
2	1278041	Rajshekhar Cadakketh Rajasekhar Nair	Director	04.08.2022
3	82178	Manish D Ladage"	Director	22.12.2014	22.07.2024
4	6396817	Sandeep Kumar Sahu	Independent Director	12.10.2022
5	10291001	Kanika Kabra	Independent Director	05.09.2023
6	9772262	Meena Menghani	Independent Director	04.11.2022
7	3085651	Ms. Shilpa Sushant Phadnis*	Additional NonExecutive Non-	06.08.2024	30.09.2024
8	10232182	Mr. Sangramsinh Bhagyeshrao	Additional Non Executive Non	06.08.2024	30.09.2024
9	CCCPP6953M	Alkesh Patidar	Company Secretary & Compliance officer	04.12.2023

^A Manish D Ladage Director of the Company resigned w.e.f. 22^nd July 2024.

*Ms. Shilpa Sushant Phadnis, Additional Non Executive Non Independent Director of the Company appointed W.e.f. 06^th Aug, 2024.The term of Ms. Shilpa Sushant Phadnis ended on closure of business hours on30.09.2024.

#Sangramsinh Bhagyeshrao Kupekar Desai, Additional Non Executive Non Independent Director of the Company appointed W.e.f. 06^th Aug, 2024. The term of Mr. Sangramsinh Bhagyeshrao Kupekar Desai ended on closure of business hours on 30.09.2024.

12. EXTRACT OF ANNUAL RETURN

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 for F.Y. 2024-2025 is given in the Report and Form MGT- 9 have been placed on the Companyâs website, the web link for the same is www.thamar.in.

13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, the Board mates 09 (Nine) times on, 01/06/2024, 15/07/2024, 06/08/2024, 24/08/2024, 04/09/2024, 03/10/2024, 14/11/2024, 22/11/2024, 12/02/2025; The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Obligations and Disclosure Requirements, Regulations, 2015. The details of the Meetings of the board of Directors are set as follows:

Name	Designation	DIN	Number of Board Meeting attended	Last AGM attended
Sarita Sequeira	Managing Director	1203100	9	Yes
Rajshekhar Cadakketh Rajasekhar Nair	Director	1278041	9	No
Manish Dharanendra Ladage	Director	82178	2	No
Sandeep Kumar Sahu	Independent Director	6396817	9	Yes
Meena Menghani	Independent Director	9772262	9	Yes
Kanika Kabra	Independent Director	10291001	9	Yes

14. CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM:

In view of the prevailing COVID-19 situation and consequent lockdown across the country, the Ministry of Corporate Affairs (MCA) has exempted companies from circulation of physical copies of Annual Report for FY 2024-25. Accordingly, the Annual Report of the Company for FY 2024-25 is being sent only by email to the members, and all other persons/entities entitled to receive the same. This Annual Report, along with other documents, is also available on the Companyâs website at www.thamar.in.

15. DECLARATION BY INDEPENDENT DIRECTORS AND FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and specified under Regulation 16(1) (b) of the LODR Regulation, 2015 in respect of their position as an âIndependent Directorâ of Company.

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent Director of the Company under Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149(6) read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

In terms of Reg. 25(7) of the SEBI (LODR) Regulations, 2015 the company is required to conduct the familiarisation programme for independent directors (IDs) to familiarise them about their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc., through various initiatives.

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience

Mr. Sandeep Kumar Sahu, Mrs. Kanika Kabra and Ms. Meena Mengani, Independent Directors of the Company have confirmed that they fulfilled all the conditions of the Independent Directorship as laid down in sub-section (6) of Section 149 of the Companies Act, 2013 and the rules made there under and the SEBI (LODR) Regulations, 2015 and the same have been noted by the Board. All the Independent Directors are also registered with the databank maintained by the IICA as per the requirement of the Companies Act, 2013.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or Associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent. or more of its gross turnover or total income or fifty lakhs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

1. Independent Director, neither himself nor any of his relativesâ

â¢ holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

â¢ is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

16. BOARD EVALUATION

Reg. 17 of SEBI (LODR) Regulations, 2015 of mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors.

Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated pursuant to the provisions of section 134(3)(p) of the Companies Act, 2013 the evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The annual evaluation process of the Board of Directors, individual Directors and Committees were conducted in accordance with the provisions of the Act and the Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

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

The above criteria are broadly based on the guidance note on board evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-to-one meetings with the IDs and the Chairman of the NRC had one-to-one meetings with the Executive and Non-Executive, Non-Independent Directors.

In a separate meeting of IDs, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of the Executive Director and NEDs.

The NRC reviewed the performance of individual directors on the basis of 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. and the Board as a whole.

In the Board meeting that followed the meeting of the IDs and meeting of the NRC, the performance of the Board, its committees and individual Directors was also discussed.

The evaluation process endorsed the Boardâs confidence in the ethics standards of the Company, cohesiveness amongst the Board members, flexibility of the Board and management in navigating the various challenges faced from time to time and openness of the management in sharing strategic information with the Board.

TRAINING OF INDEPENDENT DIRECTORS:

Every new independent director of the Board attended an orientation program to familiarize the new inductees with the strategy, operations and functions of our company, the executive directors / senior managerial personnel make presentations to the inductees about the company''s strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

(a) a program on how to review, verify and study the financial reports;

(b) a program on Corporate Governance;

(d) SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

17. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following statutory Committees constituted by the Board function according to their respective roles and defined scope:

â¢ Audit Committee of Directors

â¢ Nomination and Remuneration Committee, and

â¢ Stakeholders Relationship Committee

â¢ Preferential allotment Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. The Company has adopted a Code of Conduct for its employees including the Managing Director. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors which includes Code of Conduct for Independent Directors, which suitably incorporates the duties of Independent Directors as laid down in the Act.

AUDIT COMMITTEE

The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and the Listing Obligations and Disclosure Requirements, Regulations, 2015. The details of the Committee are set as follows:

The Audit Committee met 6 (Six) times in a year 01/06/2024, 15/07/2024, 24/08/2024, 04/09/2024, 14/11/2024 and 12/02/2025, and Composition and Attendance at Meetings of Audit Committee during the financial year ended March 31, 2025 are given in the Corporate Governance Report of the Board Reports:

18. NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the Act, SEBI Listing Regulations and NBFC Regulations, the Company has Constituted a Nomination and Remuneration Committee. The Committee acts as a Nomination Committee, as per the NBFC Regulations, to ensure âfit and properâ status of the directors to be appointed/re-appointed and recommend their appointment/re-Appointment to the Board.

During the year under review, (2) Two Nomination and Remuneration Committee meeting was held on 06/08/2024 and 04/09/2024 and Composition and Attendance at Meetings of Nomination & Remuneration Committee during the financial year ended March 31, 2025 are given in the Corporate Governance Report of the Board Reports

19. STAKEHOLDER RELATIONSHIP COMMITTEE:

Pursuant to the Act and SEBI Listing Regulations, the Company has constituted a Stakeholders Relationship Committee. This Committee specifically looks into the grievances of the equity shareholders of the Company. During FY 2024-2025, No complaints from investors were received on any matters. The terms of reference of the Committee, inter alia, includes review of measures taken for effective exercise of voting rights by shareholders and review of adherence to the service standards in respect of various services rendered by the registrar and share transfer agent.

During the year under review, 1 (One) Stakeholders Relationship Committee meeting was held on 04/09/2024.

20. FREQUENCY OF MEETINGS:

A minimum of four board meetings is held each year with the time gap between any two successive meetings not exceeding 120 days. Meetings of the committees are also planned and scheduled to be held along with the board meetings.

21. AVAILABILITY OF INFORMATION TO THE BOARD:

The board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties. Under the advice and direction of the chairman, the company secretaryâs responsibility includes ensuring good information flows within the board as well as between senior management and non-executive directors.

The following information, inter alia, is provided to the directors of the company:

-Quarterly results for the company.

-Minutes of meetings of audit committee and other committees of the board.

-General notices of interest received from directors.

-Show cause, demand, prosecution notices and penalty notices which are materially important.

-Any material default in financial obligations to and by the company.

-Any issue, which involves possible public or product liability claims of substantial nature, including any judgment or order which, may have passed strictures on the conduct of the company.

-Non-compliance of any regulatory, statutory duty.

-Legal compliance reports and details of payment of statutory dues.

-Capital budgets and any updates if required.

22. LISTED ON STOCK EXCHANGES:

The Company is listed with BSE Limited

23. CORPORATE SOCIAL RESPONSIBILITY (CSR) - INITIATIVES

As company is not falling in the criteria specified under section 135(1) of the Companies Act, 2013, no comment is invited.

24. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments which can affect the financial position of the company occurred between the end of the financial year of the company and the date of this report.

Internal financial control and its adequacy.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

25. INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial control with reference to financial statements. During the year, such controls were tested and no reportable material weakness in designs or operations were observed.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYâS OPERATIONS IN FUTURE

During the year under review, no material orders were passed by the Regulators / Courts / Tribunals, in the name of the Company, The company has received approval from Maharashtra Government (Industries Energy, Labour and Mining Department) on 12.08.2024 for setting up a âLarge Scale Projectâ with subsidy under Package Scheme of Incentive Policy 2019 and Agro and Food Processing Policy, GR No. PSI 2020/ CR.80/ Ind-8 dated 31.08.2020, the proposed fixed capital investment of Rs. 113.72 Crores and provide employment up to 100 persons and the project location is Survey No.990(1), Berdwadi, Bhadgaon, Taluka Gadhinglaj, Kolhapur 416502 [a ''D '' Rest of Maharashtra zone].

27. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

The Company had no subsidiary as at the end of the financial year ended March 31, 2025.

28. REMUNERATION OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The company paid Rs.4,40,000/- (Four lakh Forty thousand only) to Company secretary and the same has been disclosed in the notes to the account of financial result.

29. VIGIL MECHANISIM

The Company has a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of establishment of such mechanism have been disclosed on the website.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Companyâs code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chief Ethics Counsellor / Chairman of the Audit Committee of Directors of the Company for Redressal. No person has been denied access to the Chairman of the Audit Committee of Directors.

30. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the members of the board and all employees in the course of day to day business operations of the company. The company believes in âZero Toleranceâ against bribery, corruption and unethical dealings / behaviours of any form and the board has laid down the directives to counter such acts. The code has been posted on the company''s website www. tahmar.in.

The code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the board members and the senior management personnel have confirmed compliance with the code. All Management Staff were given appropriate training in this regard.

31. WHISTLE BLOWER POLICY

The Company has adopted a Whistleblower Policy and Vigil Mechanism to provide a formal mechanism to the Directors, employees and its stakeholders to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct or Ethics Policy. Protected disclosures can be made by a whistleblower through several channels. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

32. RISK MANAGEMENT POLICY

The Company has framed Risk Management Policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote proactive approach to identifying, evaluating and resolving risks associated with its business. In order to achieve the key objective, the policy establishes structured and disciplined approach to risk management in order to guide decisions on risk related issues.

Under the current challenging and competitive environment, the strategy for mitigating inherent risk in accomplishing the growth plan of the Company is imperative. The common risks interalia are regulatory risk, competition, financial risk, technology obsolescence, human resources risk, political risks, investments, retention of talents, expansion of facilities and product price risk.

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

A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under the Act, are provided in Annexure 2 to this report.

34. DIRECTORSâ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls (IFCs) and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of IFCs over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee of Directors, the Board is of the opinion that the Companyâs IFCs were adequate and effective during FY25.

Pursuant to Section 134 [5] of the Companies Act, 2013, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with the proper explanations relating to material departures.

ii) Appropriate Accounting Policies have been selected and applied consistently. 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, 2025 and of the Profit and Loss Account for the Financial Year 2025 have been made.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

v) The policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companyâs policies, the safeguarding of its assets, prevention & detection of frauds / errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, internal Financial Controls, are adequate and were operating effectively.

vi) Proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

35. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business and the provisions of the Companies Act, 2013, Rules made there under and the LODR are not attracted.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. The transactions entered into pursuant to omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

Particulars of contracts / arrangement with related parties entered into under section 188[1] are available in AOC 2 as Annexure3 to this report.

The details of transactions with Related Parties are given in the notes to the Financial Statements in accordance with the Accounting Standards.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company at www. tahmar.in.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

36. AUDITORS

a. Statutory Auditors

The Members of the Company at the 32^nd Annual General Meeting held on 29/09/2023 approved the appointment of SSRV & Associates, Chartered Accountants (Firm Registration No. 135901W), as the Statutory Auditors of the Company for a term of five years] commencing from the conclusion of the 32^nd Annual General Meeting until the conclusion of the 37^th Annual General Meeting.

SSRV & Associates have confirmed their eligibility under Sections 139 and 141 of the Companies Act, 2013 and the rules framed thereunder. The Board places on record its appreciation for the services rendered by the outgoing auditors during their tenure.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies [Appointment and Remuneration of Managerial Personnel] Rules 2014, the Company had appointed M/s. Brajesh Gupta & Co., Practicing Company Secretary. Indore a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Reports, part of this report as Annexure A.

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on board meeting and general meeting.

The Secretarial Auditors has completed the Audit for F.Y. 2024-25 and there are observations in the Audit Report, the audit report is selfexplanatory.

c. Cost Auditors:

Appointment of Cost Auditor is not applicable to the Company. Hence, the company has not appointed any Cost Auditor and cost accounts and records are not required to maintain by the company.

During the year under review, the Statutory Auditor 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.

d. Internal Auditor:

M/s Heneel Shah & Associates, Chartered Accountants, who was appointed as an Internal Auditor of the Company from the financial year 2024-25 has submitted a report based on the internal audit conducted during the year under review.

37. COMMENTS ON AUDITORSâ & SECRETARIAL AUDIT REPORT

M/s. Brajesh Gupta & Co, Company Secretary in Practice, in his Secretarial Audit Report for Financial Year 2024- 2025 have drawn the attention of the management on some of the non-compliances, which have beenmarked as qualification in his report. In connection with the same management herewith give the explanation for the same as follows:

(a) The company has delayed submitted Annual Audited Financial Statement for the quarter and year ended 31st March 2024 to BSE under Regulation 33 of SEBI (LODR) Regulations, 2015.

Management Comment:

(a) Board of Directors took on records the observation and information received from the Secretarial Auditor and board replied that due to the audit procedures and finalization of accounts, the result approved one day delay on 1st June 2024 and submitted to BSE, also the company has paid the fine to BSE for the same.

The company is having a strong compliance team and the company and its management is adhered to comply all applicable compliances timely, the board ensure that no such delay will be seen in future.

38. ADOPTION OF INDIAN ACCOUNTING STANDARD (IND AS)

The Ministry of Corporate Affairs vide notification dated 16 February 2015 made it mandatory in a phased manner for adoption and applicability of Indian Accounting Standards (Ind AS) for companies other than Banking, Insurance and Non-Banking Finance Companies. Rule 4 of the Companies (Indian Accounting Standards) Rules 2015 specifies the classes of companies which shall comply with the Ind AS in preparation of the financial statements. In accordance with clause (iii) of sub rule (1) of the Rule 4 of the companies (Indian Accounting Standards) Rules 2015, the compliance of Indian Accounting Standards was applicable and mandatory to the company for the accounting period beginning from 1 April 2017.

The financial statements for the year under review have been prepared in accordance with the Ind AS including the comparative information for the year ended 31 March 2025 as well as the financial statements on the date of transition i.e. 1 April 2016

39. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a âRespect for Genderâ Policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013 and the Rules framed there under.

The Company has not received any written complaint on sexual harassment during the financial year.

A. Number of complaint filed during the financial year 2024-25: NIL

B. Number of complaint disposed during the financial year 2024-25: NIL

C. Number of complaint pending as on end of the financial year 2024-25: NIL

Maternity Benefit Compliance,

The Company hereby confirms that it has duly complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder, including the provision of maternity leave and benefits to eligible women employees, as applicable during the financial year 2024-25.

Number of female employees availing maternity benefits: Nil Maternity leave policies and enhancements:-Yes

Provision of creche facilities (as per the Maternity Benefit (Amendment) Act, 2017, if applicable):Yes GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2025.

Male Employees: 90 Female Employees: 7 Transgender Employees: 0

This disclosure reinforces the Companyâs efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender

40. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed there under.

41. SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any outstanding shares in the suspense account and is not required to maintain any Suspense Account or Unclaimed Account as required under Schedule V of SEBI (LODR).

42. SWEAT EQUITY, BONUS SHARES & EMPLOYEE STOCK OPTION PLAN:

The company has neither issued sweat equity or bonus shares nor has provided any stock option scheme to the employees.

43. MAJOR EVENTS AND CHANGES DURING THE YEAR:

During the year under review, major events occurred during the F.Y. 2024-2025 as under: -

- The Board accepted the term and condition of the Mortgage Cash Credit Working Capital Loan of Rs. 25,00,00,000/- (Rs. Twenty-five Crores only) sanctioned from The Kolhapur District Central Cooperative Bank Ltd.

- The Company has received approval letter No LIST/COMP/AP/197/2025-26 dated June 05, 2025 from BSE Limited for reclassification of following outgoing Promoter shareholder as Public Shareholder in accordance with Regulation 31A of the SEBI LODR Regulations

Sr. No.	Name of Erstwhile Promoter
1	Kamini Kamal Johari
2	Kartik Kamal Johari
3	Ladage Manish Dharanendra,
4	Nallepilly Ramaswami Parameswaran
This intimation is also being uploaded on the Company''s website at www.tahmar.in

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

The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has been declared during the year.

UTILISATION OF THE PROCEEDS FROM ISSUE OF EQUITY SHARES, PREFERENCE SHARE AND WARRANTS:

In accordance with Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Statement of deviation/variation in utilization of funds as on March 31, 2025 not applicable as during the year the company has not received any fund from any allottees of shareholder.

45. ACKNOWLEDGEMENTS

Your Directors thank all the shareholders, customers, vendors, banks and the State and Central Governments for the support extended during the year and look forward to their continued support in the future. Your Directors also place on record their appreciation of the contribution made by the Companyâs employees at all levels.

Mar 31, 2024

Your Directors have pleasure in presenting the 33^rd Annual Report on the business and operations together with the Audited Financial Statements of the Company for the year ended on March 31, 2024.

1. FINANCIAL SUMMARY/STATE OF COMPANYâS AFFAIRS

The Companyâs financial performance, for the year ended March 31, 2024 is summarized below:

The Boardâs Report is prepared based on the Standalone Financial Statements of the company.			(Amount in Lacs)
	Particulars	For the year ended March 31, 2024	For the year ended March 31,2023
	Revenue from Operation	544.52	255.88
	Revenue from other Income	261.26	18.34
	Total Revenue	805.77	274.22
	Total Expenses	799.15	272.77
	Profit/(loss) before exceptional item	6.62	1.44
	Profit on sale of fixed assets	-	-
	Profit/(loss) before Taxation	6.62	1.44
	Provision for Current Tax	1.72	.38
	Provision for Deferred Tax	0.18	-
	Profit after tax	4.72	1.07
	Earnings per Equity Share-Basic & Diluted	0.005 0.003	0.003 0.003

2. CHANGE IN NATURE OF BUSINESS

During the year, the company continued with its business operations of grain-based specialty products, in the agrochemical industry. The business portfolio presently spans across various product categories including Grain Extra Neutral Alcohol (GENA), Dried Distillers Grain Solids (DDGS), Distillers Wet Grains Soluble (DWGS), Indian Made Foreign Liquors (IMFL), and Premium Country Liquor. The plant also has the capacity to expand beyond its present processes of developing starch and starch-related derivatives, ethanol (bio-fuel), liquors, and agrobased animal feed through strategic product diversification.

The bottom line has also shown Standalone Profit (after tax) for the year ended 31.03.2024 Rs. 4.72/- as compared to Standalone profit of last year as on 31.03.2023 Rs. 1.07/-. Further, there are no significant and material events impacting the going concern status and Companyâs operations in future.

DIVIDEND

In view of lower profitability and capitalization of profit for liquidity in business of funds and strong growth of

company the Board of Directors, do not propose any dividend for the financial year ended 31st March, 2024.

4. TRANSFER TO RESERVE

For the year under review, no amount has been transferred to General Reserve.

5. SHARE CAPITAL & CHANGE IN THE SHARE CAPITAL

During the year, the Company has made alteration in the class of capital of memorandum of association capital clause with respect to the division of Authorize Share Capital of the Company in Equity Shares Capital and Preference Share Capital approved by the members as on 23^rd Dec. 2023 in EOGM.

i. 34,00,00,000 (Thirty-Four Crore) Equity Shares of face value of Re. 1/- (Rupee One Only) each aggregating to Rs. 34,00,00,000/-(Rupees Thirty-Four Crore Only) and

ii. 15,00,00,000 (Fifteen Crore) Preference Shares of face value of Re. 1/ - (Rupee One Only) each aggregating to Rs. 15,00,00,000/- (Rupees Fifteen Crore Only).

The paid-up Equity Share Capital as on March 31, 2024 was Rs. 9,47,89,000 /- and The paid-up Preference Share Capital as on March 31, 2024 was Rs. 9,00,00,000/-.

The total Paid up Share Capital of the company as on March 31, 2024 was Rs. 18,47,89,000 /-.

The company has also issued and allotted 6,96,00,000 Warrants (Equity Convertible Warrants) at a Price of Rs. 1/- on which 25% warrant an amount has been received by the company.

During the year the Paid up Equity Share Capital of the Company was increased from Rs. 3,11,89,000/- (Rupees Three Crores eleven Lakh Eighty nine Thousand only) divide into 3,11,89,000 Equity Shares of face value of Rs. 1/- each. to Rs. 9,47,89,000/- (Rupees Nine Crores Forty Seve Lakh Eighty Nine Thousand only) divide into 9,47,89,000 Equity Shares of face value of Rs. 1/-through issued and allotted 6,36,00,000 (Six Crores Thirty-Six Lakh) Equity Shares and 9,00,00,000 (Nine Crores) Preference Shares and 6,96,00,000 Warrants (Equity Convertible Warrants) at a Price of Rs. 1/- on which 25% warrants during the year ended March 31, 2024.

Therefore, the total Paid up Share Capital of the company as on 31/03/2024 was Rs. 18,47,89,000 /- (does not included the warrant subscription amount in this).

6. FINANCE

Cash and cash equivalent as at March 31, 2024 was Rs. 0.20/- Lacs. against Rs. 38.19/- Lacs last year.

7. DEPOSITS

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the Year, the company converted its unsecure Loan into Equity shares with the approval of members in EOGM dated 23/12/2023.

9. MANAGEMENT DISCUSSION & ANALYSIS

10. CORPORATE GOVERNANCE:

Pursuant to Regulation 15 (2), of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) shall not be mandatory, for the time being, in respect of the listed entity having paid up equity share capital not exceeding Rs. 10 Crore and net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year. As before the closuring of the year our companyâs paid up equity share capital was not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year 31/03/2023, compliance with Regulation Para C, D and E of schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), a Report on Corporate Governance was not applicable.

However as on the 31.03.2024, the paid-up share capital was Rs. 9,47,89,000/- (Rupees Nine Crores Forty Seve Lakh Eighty Nine Thousand only) divide into 9,47,89,000 Equity Shares accordingly company is complying as per the directions of SEBI and the Bombay Stock Exchange Limited, accordingly the company has been adhering to the directions and guidelines as required.

The report on the Code of Corporate Governance is annexed separately in this annual report.

11. DIRECTORS, KMP & CHANGE IN DIRECTORS & KMP DURING THE YEAR

None of the Directors are disqualified for appointment/ re-appointment under Section 164 of the Act. As required by law, this position is also reflected in the Auditorsâ Report.

As required under Regulation 36(3) of the Listing Regulations with the stock exchanges, the information on the particulars of Directors proposed for appointment/reâappointment has been given in the notice of Annual General Meeting.

Further after conclusion of F.Y. 2023-24 and before this 33^rd Annual General Meeting, and Mr. Manish D Ladage, Director of the Company resigned w.e.f. 22^nd July 2024 and the board of directors appointed Ms. Shilpa Sushant Phadnis as Additional Non Executive Non Independent Director and Mr. Sangramsinh Bhagyeshrao Kupekar Desai Additional Non Executive Non Independent Director as of the Company w.e.f. 6^thAugust, 2024.

The Board at present comprises of with the following changes took place in Board of Directors and KMP of the Company During the year under review:

Sr. No	DIN/PAN	Name of Director	Designation	Original Date of Appointment	Date of Cessation
1	01203100	Sarita Sequeira	Managing Director	04.08.2022
2	01278041	Rajshekhar Cadakketh Rajasekhar Nair	Director	04.08.2022
3	00082178	Manish D Ladage^A	Director	22.12.2014	22.07.2024
4	06396817	Sandeep Kumar Sahu	Independent Director	12.10.2022
5	10291001	Kanika Kabra*	Independent Director	05.09.2023
6	06579510	Krishnamurthy Ananthanarayanan Perungudur @	Independent Director	30.01.2015	31.07.2023
7	00322226	Mahesh Salamatrai Makhijani @@	Independent Director	30.01.2015	14.08.2023
8	09772262	Meena Menghani	Independent Director	04.11.2022

9	AHWPJ6653M	Rohit Jain#	Company Secretary & Compliance officer	01.07.2022	01.07.2023
10	AWDPK4763H	Pranavkumar Udaram Khatri &	CFO	23.09.2022	01.07.2023
11	AMHPC8738J	Yatin Vilas Chaphekar##	Company Secretary & Compliance officer	05.09.2023	01.12.2023
12	CCCPP6953M	Alkesh Patidar###	Company Secretary & Compliance officer	04.12.2023
13	03085651	Ms. Shilpa Sushant Phadnisâ	Non Executive Non Independent	06.08.2024
14	10232182	Mr. Sangramsinh Bhagyeshrao Kupekar Desai?	Non Executive Non Independent	06.08.2024

^A Manish D Ladage Director of the Company resigned w.e.f. 22^nd July 2024.

* Kanika Kabra, Independent Director of the Company appointed W.e.f. 05^th September, 2023.

@ Cessation of Krishnamurthy Ananthanarayanan Perungudur, Independent Director of the Company w.e.f. 29^th July, 2023.

@@Mahesh Salamatrai Makhijani, Independent Director of the Company resigned w.e.f. 14^th August, 2023 #Rohit Jain, Company Secretary cum Compliance Office of the Company resigned w.e.f. 1^st July, 2023.

& Pranavkumar Udaram Khatri appointed as CFO of the Company, 23^rd September, 2022 and resigned w.e.f.1^st July,2023.

## Yatin Vilas Chaphekar, Company Secretary cum Compliance Office of the Company appointed w.e.f. 5^st Sep, 2023, and resigned w.e.f. 1^st Dec, 2023.

### Alkesh Patidar, Appointed w.e.f. 1^st July, 2023 as Company Secretary cum Compliance Office of the Company.

âMs. Shilpa Sushant Phadnis, Non Executive Non Independent Director of the Company appointed W.e.f. 06^th Aug, 2024.

? Sangramsinh Bhagyeshrao Kupekar Desai, Non Executive Non Independent Director of the Company appointed W.e.f. 06^th Aug, 2024.

12. EXTRACT OF ANNUAL RETURN

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act read with Rule 12 of Companies (Management and Administration) Rules, 2014, an extract of Annual Return in prescribed Form MGT-9 for F.Y. 2023-2024 is given in the Report and Form MGT- 9 have been placed on the Companyâs website, the web link for the same is www.thamar.in.

13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

During the year under review, the Board mates 13 (Thirteen) times on 30/05/2023, 25/07/2023, 14/08/2023, 5/9/2023, 11/11/2023, 24/11/2023, 04/12/2023, 16/12/2023, 21/12/2023, 22/12/2023, 08/01/2024, 12/02/2024, 15/03/2024; The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Obligations and Disclosure Requirements, Regulations, 2015. The details of the Meetings of the board of Directors are set as follows:

Name	Designation	DIN	Number of Board Meeting attended	Last AGM attended
Sarita Sequeira	Managing Director	01203100	13	Yes
Rajshekhar Cadakketh Rajasekhar Nair	Director	01278041	13	Yes
Manish Dharanendra Ladage	Director	00082178	13	No
Sandeep Kumar Sahu	Independent Director	06396817	13	No
Meena Menghani	Independent Director	09772262	13	Yes
Kanika Kabra *	Independent Director	10291001	9	No
Mahesh Salamatrai Makhijani #	Independent Director	00322226	1	NA
Krishnamurthy Ananthanarayanan Perungudur @	Independent Director	06579510	1	NA

* Kanika Kabra, Independent Director of the Company appointed W.e.f. 05^th September, 2023.

# Mahesh Salamatrai Makhijani, Independent Director of the Company resigned w.e.f. 14^th August, 2023

@ Cessation of Krishnamurthy Ananthanarayanan Perungudur, Independent Director of the Company w.e.f. 29^th July, 2023.

14. CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM:

In view of the prevailing COVID-19 situation and consequent lockdown across the country, the Ministry of Corporate Affairs (MCA) has exempted companies from circulation of physical copies of Annual Report for FY 2023-24. Accordingly, the Annual Report of the Company for FY 2023-24 is being sent only by email to the members, and all other persons/entities entitled to receive the same. This Annual Report, along with other documents, is also available on the Companyâs website at www.thamar.in.

15. DECLARATION BY INDEPENDENT DIRECTORS AND FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.

Companies Act, 2013 and the rules made there under and the SEBI (LODR) Regulations, 2015 and the same have been noted by the Board. All the Independent Directors are also registered with the databank maintained by the IICA as per the requirement of the Companies Act, 2013.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the company, its holding, subsidiary or associate company.

5. Independent Director, neither himself nor any of his relativesâ

16. BOARD EVALUATION

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The annual evaluation process of the Board of Directors, individual Directors and Committees were conducted in accordance with the provisions of the Act and the Listing Regulations.

The above criteria are broadly based on the guidance note on board evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-to-one meetings with the IDs and the Chairman of the NRC had one-to-one meetings with the Executive and Non-Executive, Non-Independent Directors.

In the Board meeting that followed the meeting of the IDs and meeting of the NRC, the performance of the Board, its committees and individual Directors was also discussed.

The evaluation process endorsed the Boards confidence in the ethics standards of the Company, cohesiveness amongst the Board members, flexibility of the Board and management in navigating the various challenges faced from time to time and openness of the management in sharing strategic information with the Board.

TRAINING OF INDEPENDENT DIRECTORS:

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

(a) a program on how to review, verify and study the financial reports;

(b) a program on Corporate Governance;

(d) SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

17. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following statutory Committees constituted by the Board function according to their respective roles and defined scope:

â¢ Audit Committee of Directors

â¢ Nomination and Remuneration Committee, and

â¢ Stakeholders Relationship Committee â¢ Preferential allotment Committee

AUDIT COMMITTEE

The Audit Committee met 7 (Seven) times in a year 30/05/2023, 14/08/2023, 05/09/2023, 11/11/2023, 24/11/2023, 12/2/2024, and 15/03/2024, and Composition and Attendance at Meetings of Audit Committee during the financial year ended March 31, 2024 are given in the Corporate Governance Report of the Board Reports:

18. NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the Act, SEBI Listing Regulations and NBFC Regulations, the Company has Constituted a Nomination and Remuneration Committee. The Committee acts as a Nomination Committee, as per the NBFC Regulations, to ensure âfit and properâ status of the directors to be appointed/reâappointed and recommend their appointment/reâAppointment to the Board.

During the year under review, (5) Five Nomination and Remuneration Committee meeting was held on 30/05/2023; 5/9/2023; 24/11/2023; 4/12/2023 and 12/02/2024 and Composition and Attendance at Meetings of Nomination & Remuneration Committee during the financial year ended March 31, 2024 are given in the Corporate Governance Report of the Board Reports

19. STAKEHOLDER RELATIONSHIP COMMITTEE:

Pursuant to the Act and SEBI Listing Regulations, the Company has constituted a Stakeholders Relationship Committee. This Committee specifically looks into the grievances of the equity shareholders of the Company. During FY 2023-2024, No complaints from investors were received on any matters. The terms of reference of the Committee, inter alia, includes review of measures taken for effective exercise of voting rights by shareholders and review of adherence to the service standards in respect of various services rendered by the registrar and share transfer agent.

During the year under review, 4 (Four) Stakeholders Relationship Committee meeting was held on 05/09/2023, 24/11/ 2023, 12/02/2024 and 15/03/2024.

20. FREQUENCY OF MEETINGS:

21. AVAILABILITY OF INFORMATION TO THE BOARD:

The following information, inter alia, is provided to the directors of the company:

- Quarterly results for the company.

- Minutes of meetings of audit committee and other committees of the board.

- General notices of interest received from directors.

- Show cause, demand, prosecution notices and penalty notices which are materially important.

- Any material default in financial obligations to and by the company.

- Any issue, which involves possible public or product liability claims of substantial nature, including any judgment or order which, may have passed strictures on the conduct of the company.

- Non-compliance of any regulatory, statutory duty.

- Legal compliance reports and details of payment of statutory dues.

- Capital budgets and any updates if required.

22. LISTED ON STOCK EXCHANGES:

The Company is listed with BSE Limited

23. CORPORATE SOCIAL RESPONSIBILITY (CSR) - INITIATIVES

As company is not falling in the criteria specified under section 135(1) of the Companies Act, 2013, no comment is invited.

24. MATERIAL CHANGtES AND COMMITMENTS. IF ANY, AFFECTINGt THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments which can affect the financial position of the company occurred between the end of the financial year of the company and the date of this report.

Internal financial control and its adequacy.

25. INTERNAL FINANCIAL CONTROL

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS IMPACTING THE GtOINGt CONCERN STATUS AND THE COMPANYâS OPERATIONS IN FUTURE

During the year under review, no material orders were passed by the Regulators / Courts / Tribunals, in the name of the Company, Except change of Registered office of the company within the same state âMaharashtraâ from the jurisdiction of one registrar of companies âROC MUMBAIâ to the jurisdiction of another registrar of co^npanies ROC PUNE on the .Application of the Co^npany under For^n I^NC 23.

27. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

The Company had no subsidiary as at the end of the financial year ended March 31, 2024.

28. REMUNERATION OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The company paid Rs.2,90,000/- (Two lakh Ninety thousand only) to Company secretary and compliance officer & Rs. 80,000/- (eighty Thousand only) to CFO and the same has been disclosed in the notes to the account of financial result.

29. VICdL MECHANISIM

The Company has a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of establishment of such mechanism have been disclosed on the website.

30. CODE OF CONDUCT:

All the board members and the senior management personnel have confirmed compliance with the code. All Management Staff were given appropriate training in this regard.

31. WHISTLE BLOWER POLICY:

32. RISK MANAGEMENT POLICY

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

34. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134 [5] of the Companies Act, 2013, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with the proper explanations relating to material departures.

ii) Appropriate Accounting Policies have been selected and applied consistently. 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, 2024 and of the Profit and Loss Account for the Financial Year 2024 have been made.

iv) The Annual Accounts have been prepared on a going concern basis.

vi) Proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

35. RELATED PARTY TRANSACTIONS

Particulars of contracts / arrangement with related parties entered into under section 188[1] are available in AOC 2 as Annexure3 to this report.

The details of transactions with Related Parties are given in the notes to the Financial Statements in accordance with the Accounting Standards. The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company at www. tahmar.in.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

36. AUDITORS

a. Statutory Auditors

M/s. SSRV & Associates, Chartered Accountants (firm registration no. 135901W) Statutory Auditor of the Company, was appointed by the board in its meeting and by shareholders subsequently in 11^th December 2022 to Fill the Casual Vacancy arise have been appointed for a period of till the conclusion of Annual General Meeting of the company to be held in the year 2023. Section 139 of the Companies Act, 2013 read with rule 3 (7) of the Companies (Audit and Auditors) Rules, 2014.

The Auditors has completed the Audit for F.Y. 2023-24 and there are no observations in the Independent Audit Report, the audit report is selfexplanatory.

b. Secretarial Auditor

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on board meeting and general meeting.

The Secretarial Auditors has completed the Audit for F.Y. 2023-24 and there are observations in the Audit Report, the audit report is selfexplanatory.

c. Cost Auditors:

Appointment of Cost Auditor is not applicable to the Company. Hence, the company has not appointed any Cost Auditor and cost accounts and records are not required to maintain by the company.

d. Internal Auditor:

M/s Heneel Shah & Associates, Chartered Accountants, who was appointed as an Internal Auditor of the Company from the financial year 2023-24 has submitted a report based on the internal audit conducted during the year under review.

37. COMMENTS ON AUDITORSâ & SECRETARIAL AUDIT REPORT

M/s. Brajesh Gupta & Co, Company Secretary in Practice, in his Secretarial Audit Report for Financial Year 2023- 2024 have drawn the attention of the management on some of the non-compliances, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follows:

(a) The Company has delay in filling of following Form

Sr. No	Name of Form	Purpose
1	Form SH-7	(Alteration in the class of capital of Memorandum OF Association Capital Clause with respect to the division of equity shares capital and preference share capital).
2	PAS 3	(Allotment of 9% Non-Convertible cumulative Redeemable Preference Shares on Private Placement basis)
3	INC 22	(Change in ROC within the same state after approving Application under Form INC 23)

(b) The Company has passed Shareholders resolution in postal ballot dated 12^th December, 2022 for increase in authorized capital up to Rs.

49,00,00,000, however the E-form SH-7 filed by the company 15.03.2023 on delayed basis.

Management Comment:

(a) Board of Directors took on records the observation and information received form the Secretarial Auditor and board replied omn delay submission of form Pas â 3 and INCe â 22 due to technical issues on MCA website and the companyâs secretarial team after coordination with MCA help desk could file the said forms with delay/additional fees.

(b) Board of Directors took on records the observation and information received form the Secretarial Auditor and board replied that the company has increased its Authorised share Capital from Rs. 7 Cr. To Rs. 49 Cr and due to heavy amount of stamp duty, and immediate working capital requirements in business the funds were utilized in business working capital and therefore due to shortage of fund, the company has filed above mention form on delay basis with interest and additional fees.

The company is having a strong compliance team and the company and its management is adhere to comply all applicable compliances timely, the board ensure that no such delay will be seen in future.

38. ADOPTION OF INDIAN ACCOUNTING STANDARD (IND AS)

The financial statements for the year under review have been prepared in accordance with the Ind AS including the comparative information for the year ended 31 March 2024 as well as the financial statements on the date of transition i.e. 1 April 2016

39. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The Company has not received any written complaint on sexual harassment during the financial year.

A. Number of complaint filed during the financial year 2023-24: NIL

B. Number of complaint disposed during the financial year 2023-24: NIL

C. Number of complaint pending as on end of the financial year 2023-24: NIL

40. REPORTING OF FRAUDS:

41. SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any outstanding shares in the suspense account and is not required to maintain any Suspense Account or Unclaimed Account as required under Schedule V of SEBI (LODR).

42. SWEAT EQUITY, BONUS SHARES & EMPLOYEE STOCK OPTION PLAN:

The company has neither issued sweat equity or bonus shares nor has provided any stock option scheme to the employees.

43. MAJOR EVENTS AND CHANGES DURINGt THE YEAR:

During the year under review, major events occurred during the F.Y. 2023-2024 as under: -

1. Sub-division of 1 (one) equity share of face value of Rs. 10/- each into 10 (ten) equity shares of Re. 1/- each. the 10 (Ten) Equity Shares of the face value of Re. 1 each on sub-division to be allotted in lieu of existing one equity share of Rs. 10 each shall be subject to the terms of the Memorandum and Articles of Association of the company and shall rank pari passu in all respects with the existing fully paid shares of Rs. 10 each of the company and shall be entitled to participate in full in any dividends to be declared after the sub-divided equity shares are allotted.â

2. Re-Appointment of statutory auditor of the company to M/s. SSRV & Associates, Chartered Accountants, Mumbai with Firm Registration Number 403437 as the Statutory Auditors of the Company to during the Annual General Meeting of the company.

3. Shifting of registered office within the same state âMAHARASHTRAâ from the jurisdiction of one registrar of companies âROC MUMBAIâ to the jurisdiction of another registrar of companies âROC PUNEâ.

4. Alteration in the class of capital of Memorandum of Association Capital Clause with respect to the division of Equity Shares Capital and Preference Share Capital.

5. Issuance, allotment and Listing of 6,36,00,000 Equity shares and Issuance, allotment 6,96,00,000 Warrants (Equity Convertible) to the promoters and non-promoters under the regulations of SEBI ICDR, Regulation 2015

6. Issuance and allotment of 9,00,00,000 (nine crore) 9% Non-Convertible Cumulative Redeemable Preference Shares on Private Placement basis to entities belonging to the promoter group category

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

The provisions of Section 125(5) of the Companies Act, 201 3 do not apply on the company as no dividend has been declared during the year.

UTILISATION OF THE PROCEEDS FROM ISSUE OF EQUITY SHARES, PREFERENCE SHARE AND WARRANTS:


	Name of listed entity	Tahmar Enterprises Limited
	Mode of Fund Raising	Preferential Issue and Private placement


	Date of Raising Funds	The company has made allotment of 6,36,00,000 Equity shares at Rs 1.00/- on March 15 & March 19 2024, and 6,96,00,000, Warrants (Convertible in to Equity Shares) having face value of Re. 1 /- and paid up value Rs. 0.25/- each warrant on March 19, 2024 and 9,00,00,000 9% Non-convertible Cumulative Redeemable Preference Shares (âNCRPSâ) of face value of Re. 1/- (Rupee One only) each on 08-012024, towards conversion of unsecured loan.
	Amount Raised	Rs. 17,10,00,000
	Report filed for Quarter ended	31^th March, 2024
	Is there a Deviation / Variation in use of funds raised	No

Original Object

Modified Object, if any

Original

Allocation

Modified

Allocatio n on,

if any

Fun

Utili

zed

Amount of

Deviation/ Variation for Quarter according to applicable object

Remarks, Ifany

Repayment of outstanding loan from the Promoters and Promoter Group

funding the business growth, capital expenditure, expansion plans including investments in subsidiaries, Investment in good business entities, purchase of any land/building/plant/machinery for the company, exploring new initiatives, acquisition of business by making Investment or acquisition of stake in entities/companies for further expansion and diversification of the Business model, Inter body corporate loans in the requirements of business, mode of working capital, and other general corporate purposes] by way of fresh issue for cash

* Rs.

17,10,00,000

Nil

Rs.

17,10,00,00

Total funds utilized as per the Object given in the Notice of General Meeting for shareholdersâ approval for the

Preferential Issue, there is no deviation of funds.

* total allotment of securities during March quarter is for Rs. 17,10,00,000/- (Seventeen Crores Ten Lakh Only) out of which the loan conversion of Promoter & Promoter group of the company was Rs. 15,04,00,000/- against issue and allotment of 4,55,00,000 Equity shares @ Rs. 1/- to Promoters, Warrants subscription amount of Rs. 1,49,00,000 i.e. 25% of issue price against 5,96,00,000 warrants @ Re. 1/-and Rs. 9,00,00,000 against 9,00,00,000 NCRPS to Promoter Group, accordingly net funds credited in preferential allotment special bank account Rs. 2,06,00,000/- out of total allotment of securities and funds raised Rs. 17,10,00,000 during March 2024 quarter, the company has utilized 100% full amount for the purpose and object of the fund-raising Notice of EOGM.

45. ACKNOWLEDGEMENTS

Mar 31, 2023

Your Directors have pleasure in presenting the 32^nd Annual Report on the business and operations together with the Audited Financial Statements of the Company for the year ended on March 31, 2023.

1. FINANCIAL SUMMARY

The Company''s financial performance, for the year ended March 31, 2023 is summarized below:

The Board''s Report is prepared based on the Standalone Financial Statements of the company.

Particulars	For the year ended	For the year ended
	March 31, 2023	March 31, 2022
Total Income	274.22	0.90
Earnings before interest, depreciation and tax	(0.07)	(10.32)
Interest and Finance Charges	-	-
Depreciation	-	-
Profit/(loss) before exceptional item	(0.07)	(10.32)
Profit on sale of fixed assets	-	-
Profit/(loss) before Taxation	(0.07)	(10.32)
Provision for Current Tax	-	-
Provision for Deferred Tax	-	-
Profit after tax	(0.07)	(10.32)
Earnings per Equity Share-Basic & Diluted	(0.00)	(0.33)

2. CHANGE IN NATURE OF BUSINESS

During the year, the company continued with its business operations of trading in paper products up to 12^th October, 2022 after that company change its name from SARDA PAPER LIMITED to TAHMAR ENTERPRISES LIMITED, also alter its object clause of memorandum of association shift its business activity from trading in paper products to distillery business. This activity needs working capital. The company has not been able to raise working capital and hence the operations during the year have been minimal. Due to fixed overheads the company has incurred losses during the year.

3. DIVIDEND

In view of losses the Board of Directors, do not propose any dividend for the financial year ended 31st March, 2023.

4. TRANSFER TO RESERVE

For the year under review, no amount has been transferred to General Reserve.

5. SHARE CAPITAL

The paid-up Equity Share Capital as on March 31, 2023 was Rs. 3,11,89,000 /-. The Company has not issued and allotted any securities during the year ended March 31, 2023.

6. FINANCE

Cash and cash equivalent as at March 31, 2023 was Rs. 38.19/- Lacs. against Rs. 1.75/- Lacs last year.

7. DEPOSITS

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

9. MANAGEMENT DISCUSSION & ANALYSIS

10. CORPORATE GOVERNANCE:

Pursuant to Regulation 15 (2), of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) shall not be mandatory, for the time being, in respect of the listed entity having paid up equity share capital not exceeding Rs. 10 Crore and net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year. As our company''s paid up equity share capital is not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year, compliance with Regulation Para C, D and E of schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), a Report on Corporate Governance is not applicable.

11. DIRECTORS & KMP

The Board is properly constituted as per the provisions of the Companies Act, 2013. The Board at present comprises of:

Sr. No	DIN/PAN	Name of Director	Designation	Original Date of Appointment	Date of Cessation
1	00082178	Manish D Ladage	Director	22.12.2014
2	01309286	Kamini kamal Johari¹	Managing Director	22.12.2014	12.10.2022
3	01203100	Sarita Sequeira²	Managing Director	04.08.2022
4	01278041	Rajshekhar Cadakketh Rajasekhar Nair	Director	04.08.2022
5	06396817	Sandeep Kumar Sahu#	Independent Director	12.10.2022
6	06579510	Krishnamurthy Ananthanarayanan Perungudur E	Independent Director	30.01.2015	31.07.2023
7	00322226	Mahesh Salamatrai Makhijani EE	Independent Director	30.01.2015	04.08.2023
8	09772262	Meena Menghani##	Independent Director	04.11.2022
9	AHWPJ6653M	Rohit Jain @	Company Secretary & Compliance officer	01.07.2022	01.07.2023
10	AWDPK4763H	Pranavkumar Udaram Khatri@@	CFO	23.09.2022	01.07.2023

12. EXTRACT OF ANNUAL RETURN

A copy of Annual Return as required under the Companies Act, 2013 together Form MGT-7 have been placed on the Company''s website, the web link for the same is www.thamar.in.

13. MEETINGS

During the year under review, the Board mates 7 (Seven) times on 30.05.2022, 04.08.2022, 12.08.2022, 12.10.2022, 04.11.2022, 10.02.2023, 01.03.2023; The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Obligations and Disclosure Requirements, Regulations, 2015. The details of the Meetings of the board of Directors are set as follows:

Name	Designation	DIN	Number of Board Meeting attended	Last AGM attended
Manish Dharanendra Ladage	Director	00082178	7	Yes
Mahesh Salamatrai Makhijani	Independent Director	00322226	7	Yes
Kamini Kamal Johari	Managing Director	01309286	3	Yes
Krishnamurthy Ananthanarayanan Perungudur	Independent Director	06579510	7	Yes
Rajshekhar Cadakketh Rajasekhar Nair	Director	01278041	5	No
Sarita Sequeira	Managing Director	01203100	5	No
Meena Menghani	Independent Director	09772262	2	No
Sandeep Kumar Sahu	Independent Director	06396817	2	No

14. CIRCULATION OF ANNUAL REPORTS IN ELECTRONIC FORM:

In view of the prevailing COVID-19 situation and consequent lockdown across the country, the Ministry of Corporate Affairs (MCA) has exempted companies from circulation of physical copies of Annual Report for FY 2022-23. Accordingly, the Annual Report of the Company for FY 2022-2023 is being sent only by email to the members, and all other persons/entities entitled to receive the same. This Annual Report, along with other documents, is also available on the Company''s website at www.thamar.in.

15. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 as well as LODR.

16. BOARD EVALUATION

In compliance with the provisions of the Companies Act, 2013 read with the Rules framed there-under and Regulation 17 of the LODR, the Board had carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees. The Board of Directors expressed their satisfaction with the evaluation process.

17. AUDIT COMMITTEE

The Audit Committee met 5 (Five) times in a year 30.05.2022, 04.06.2022, 12.08.2022, 04.11.2022 and 10.02.2023,

Composition and Attendance at Meetings of Audit Committee during the financial year ended March 31, 2023 are given below:

Name	Category	Designation in Committee	Meeting attended
Mr. Manish D Ladage	Director	Chairman	5
Mr. Mahesh Makhijani	Independent Director	Member	5
Mr. Krishnamurthy Ananthanarayanan	Independent Director	Member	5

18. NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the Act, SEBI Listing Regulations and NBFC Regulations, the Company has Constituted a Nomination and Remuneration Committee. The Committee acts as a Nomination Committee, as per the NBFC Regulations, to ensure ''fit and proper'' status of the directors to be appointed/re-appointed and recommend their appointment/re-Appointment to the Board.

During the year under review, (3) Four Nomination and Remuneration Committee meeting was held on 04.08.2022, 12.10.2022 and 04.11.2022

Composition and Attendance at Meetings of Nomination & Remuneration Committee:

Name	Category	Designation in Committee	Meeting attended
Mr. Manish D Ladage	Director	Chairman	3
Mr. Mahesh Makhijani	Independent Director	Member	3
Mr. Krishnamurthy Ananthanarayanan	Independent Director	Member	3

19. STAKEHOLDER RELATIONSHIP COMMITTEE:

Pursuant to the Act and SEBI Listing Regulations, the Company has constituted a Stakeholders Relationship Committee. This Committee specifically looks into the grievances of the equity shareholders of the Company. During FY 2022-2023, No complaints from investors were received on any matters. The terms of reference of the Committee, inter alia, includes review of measures taken for effective exercise of voting rights by shareholders and review of adherence to the service standards in respect of various services rendered by the registrar and share transfer agent.

During the year under review, Two Stakeholders Relationship Committee meeting was held on 30.05.2022 and 12.10.2022.

Name	Category	Designation in Committee	Meeting attended
Mr. Manish D Ladage	Director	Chairman	2
Mr. Mahesh Makhijani	Independent Director	Member	2
Mr. Krishnamurthy Ananthanarayanan	Independent Director	Member	2

20. FREQUENCY OF MEETINGS:

21. AVAILABILITY OF INFORMATION TO THE BOARD:

The board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties. Under the advice and direction of the chairman, the company secretary''s responsibility includes ensuring good information flows within the board as well as between senior management and non-executive directors.

The following information, inter alia, is provided to the directors of the company:

- Quarterly results for the company.

- Minutes of meetings of audit committee and other committees of the board.

- General notices of interest received from directors.

- Show cause, demand, prosecution notices and penalty notices which are materially important.

- Any material default in financial obligations to and by the company.

- Any issue, which involves possible public or product liability claims of substantial nature, including any judgment or order which, may have passed strictures on the conduct of the company.

- Non-compliance of any regulatory, statutory duty.

- Legal compliance reports and details of payment of statutory dues.

- Capital budgets and any updates if required.

22. LISTED ON STOCK EXCHANGES:

The Company is listed with BSE Limited (BSE).

23. CORPORATE SOCIAL RESPONSIBILITY (CSR) - INITIATIVES

As company is not falling in the criteria specified under section 135(1) of the Companies Act, 2013, no comment is invited.

24. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Material Changes have occurred between the end of the Financial Year 2022-2023 which affect the financial statements of the Company in respect of the reporting year.

1. Open offer made by the Acquirers for acquisition of up to 8,06,602 Equity Shares representing 25.86% of the Voting Share Capital from the Public Shareholders of Sarda Papers Limited.

2. Reclassification of authorized share capital of the Company y reclassifying 4,25,000 (Four Lakh and Twenty-five thousand) 1% redeemable preference shares of Rs. 100/- each into 42,50,000 (Forty-Two Lac Fifty Thousand only) Equity shares of Rs.10/ each aggregating to Rs. 4,25,00,000.

3. Sub-division of 1 (one) equity share of face value of Rs. 10/- each into 10 (ten) equity shares of Re. 1/- each. the 10 (Ten) Equity Shares of the face value of Re. 1 each on sub-division to be allotted in lieu of existing one equity share of Rs. 10 each shall be subject to the terms of the Memorandum and Articles of Association of the company and shall rank pari-passu in all respects with the existing fully paid shares of Rs. 10 each of the company and shall be entitled to participate in full in any dividends to be declared after the sub-divided equity shares are allotted."

4. The Authorized Share Capital of the Company is Rs. 7,75,00,000 (Rupees Seven Crore Seventy-Five Lakh Only) divided into 7,75,00,000 (Seven Crore Seventy-Five Lakh) equity hares of Re. 1/- (Rupees One Only) each with the rights, privileges, and conditions attaching thereto as are provided by the regulations of the company.

5. Increase the Authorized Share Capital And to consider and approve alteration of capital clause of the memorandum of association of the company the authorized share capital of the company be and is hereby increased from Rs. 7,75,00,000/-(Rupees Seven Crore Seventy-Five Lakh) divided into 7,75,00,000 (Seven Crore Seventy-Five Lakh) equity shares of Re. 1/ (Rupee One Only) (after proposed sub-division of face value of equity shares) each to Rs. 49,00,00,000/- (Rupees Forty-Nine Crore Only)

divided into 49,00,00,000/- (Forty-Nine Crore) equity shares of Re. 1/- (Rupee One Only) each by creation of additional 41,25,00,000 (Forty-One Crore Twenty-five Lakhs only) equity shares of Re. 1/- (Rupee One Only) each.

25. INTERNAL FINANCIAL CONTROL

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

During the year under review, no material orders were passed by the Regulators / Courts / Tribunals, impacting the Company''s going concern status and future operations.

27. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

The Company had no subsidiary as at the end of the financial year ended March 31, 2023.

28. REMUNERATION OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

Your Company has framed a Remuneration Policy which lays down a framework in relation to the Directors, Key Managerial Personnel and Senior Management of the Company. During the Year Company has not paid any remuneration to directors due to no positive revenue and profits. The company paid Rs.1,80,000/- (One lakh eighty thousand only) to Company secretary and compliance officer & Rs. 80,000/- (eighty Thousand only) to CFO.

29. VIGIL MECHANISIM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Mechanism of the Company is available at web link: www.tahmar.in .

30. CODE OF CONDUCT:

Regulations 17(5) of the SEBI (LODR) Regulations, 2015, requires listed Companies to lay down a Code of Conduct for its Directors and Senior Management, incorporating duties of a Directors as laid down in the Companies Act, 2013.

The Board has adopted a Code of Conduct for all Directors and Senior Management of the Company and the same has been placed on Company''s website at www. tahmar.in.

31. WHISTLE BLOWER POLICY:

The Company has adopted a Whistleblower Policy and Vigil Mechanism to provide a formal mechanism to the Directors, employees and its stakeholders to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. Protected disclosures can be made by a whistleblower through several channels. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

32. RISK MANAGEMENT POLICY

order to achieve the key objective, the policy establishes structured and disciplined approach to risk management in order to guide decisions on risk related issues.

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

34. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 [5] of the Companies Act, 2013, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with the proper explanations relating to material departures.

ii) Appropriate Accounting Policies have been selected and applied consistently. 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, 2023 and of the Profit and Loss Account for the Financial Year 2023 have been made.

iv) The Annual Accounts have been prepared on a going concern basis.

v) The policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, prevention & detection of frauds / errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, internal Financial Controls, are adequate and were operating effectively.

vi) Proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

35. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business and the provisions of the Companies Act, 2013, Rules made there under and the LODR are not attracted.

Particulars of contracts / arrangement with related parties entered into under section 188[1] are available in AOC 2 as Annexure3 to this report.

The details of transactions with Related Parties are given in the notes to the Financial Statements in accordance with the Accounting Standards.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company at www. tahmar.in.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

36. AUDITORS a. Statutory Auditors

The Auditors has completed the Audit for F.Y. 2022-23 and there are no observations in the Independent Audit Report, the audit report is self-explanatory.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies [Appointment and Remuneration of Managerial Personnel] Rules 2014, the Company had appointed M/s. Abhilasha Chaudhary & Associates, Practicing Company Secretary. Indore a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Reports, part of this report as Annexure 4.

The Secretarial Auditors has completed the Audit for F.Y. 2022-23 and there are observations in the Audit Report, the audit report is self-explanatory.

37. COMMENTS ON AUDITORS'' & SECRETARIAL AUDIT REPORT

(a) With regard to the observation given by secretarial Auditors for i) late appointment of whole time Company Secretary, the management clarification: the company''s management has made enough efforts to appoint whole time Company Secretary, however failed to appoint a whole-time Company Secretary mainly due to size and operations of the company, as the company is a loss making company and was not able to pay a high salary, the company has appointed the company secretary. ii) As the company is a Listed Company on BSE Ltd.

(b) The Company has delay in filling of Form AOC-4 for year ended 31st March, 2022 for the period of FY 2021-22, that there was a technical issues in MCA portal therefore we could not fil e-form on due dates

(c) The Company has delay in filling of Form DIR-12 for Change In designation of director, that there was a technical issues in MCA portal therefore we could not fil e-form on due dates.

(d) As the company is a Listed Company on BSE Ltd. however the present status of the Company on BSE Ltd. is Trading Restricted - On account of GSM, and SDD Non-Compliant., management clarification that the Trading Restrictions and GSM/ASM is not in the control of the company

(e) The Company has delay in filling of Form AOC-4 for year ended 31st March, 2022 for FY 2021-22, e-form IR-12 and SH-7. The management clarification that sthere was a technical issue in MCA portal therefore we could not fil e-forms on due dates.

38. ADOPTION OF INDIAN ACCOUNTING STANDARD (IND AS)

The financial statements for the year under review have been prepared in accordance with the Ind AS including the comparative information for the year ended 31 March 2023 as well as the financial statements on the date of transition i.e. 1 April 2016

39. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a ''Respect for Gender'' Policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013 and the Rules framed there under.

The Company has not received any written complaint on sexual harassment during the financial year.

40. REPORTING OF FRAUDS:

41. SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any outstanding shares in the suspense account and is not required to maintain any Suspense Account or Unclaimed Account as required under Schedule V of SEBI (LODR).

42. ACKNOWLEDGEMENTS

For TAHMAR ENTERPRISES LIMITED (Formerly known as Sarda Papers Limited)

SD/- SD/-

SARITA SEQUEIRA RAJSHEKHAR CADAKKETH RAJASEKHAR NAIR

Managing Director Executive Director

DIN: 01203100 DIN: 01278041

Place: Nasik Date: 05/09/2023

Kamini kamal Johari, Managing Director of the Company resigned W.e.f. 12^th October, 2022.

Sarita Sequeira appointed as Managing Director of the Company w.e.f. 12^th October, 2022.

# Sandeep Sahu appointed as an Independent Director of the Company w.e.f. 12^th October, 2022.

## Meena Menghani appointed as an Independent Director of the Company w.e.f. 4^th November, 2022.

@ Rohit Jain, Company Secretary cum Compliance Office of the Company resigned w.e.f. 1^st July, 2023.

@@ Pranavkumar Udaram Khatri appointed as CFO of the Company, 23^rd September, 2022 and resigned w.e.f.1^st July,2023. E cessation of Krishnamurthy Ananthanarayanan Perungudur, Independent Director of the Company w.e.f. 29^th July, 2023. EEMahesh Salamatrai Makhijani, Independent Director of the Company resigned w.e.f. 14^th August, 2023.

Mar 31, 2015

We are privileged to place before you the 24th Annual Report of your Company together with Audited Financial Accounts for the Financial Year (FY) ended 31st March 2015.

Financial Results

(Amount in Rupees)

Particulars 2014-15 2013-14

Profit before Tax 2,08,853 50,376

Less : Current Taxes

Less : Deferred Tax

Profit for the year 2,08,853 50,376

Add : Balance in Profit &

Loss Account (7,35,83,058) (7,36,33,434)

Sub-Total (7,33,74,205) (7,35,83,058)

Less : Appropriations

Adjustment relating to Fixed Assets (3,02,256)

Closing Balance (7,36,76,461) (7,35,83,058)

Dividend:

In view of the accumulated losses, your directors are unable to recommend any dividend on Equity as well as Preference Shares for the year.

Performance & Operations

Since last many years, the paper industry has gone through tremendous technological changes with new generation machineries having come in which have changed the entire business dynamics and the company has not been able to cope up with the changes due to its financial constraints and lack of capability to adopt to these technological changes and eventually the turnover of the company kept deteriorating year after year leading to substantial losses. Accordingly manufacturing operations were suspended in June, 2009 and eventually the old obsolete machinery have been sold to clean some of the liabilities.

The company is now planning to restart its business operations by dealing in the paper products by trading in the same. This will need some working capital. The company does not envisage starting again its manufacturing unit and hence sold the factory, land and building for a lumpsum consideration of Rs.9.00 crores on 3rd June, 2015 to the Nobel Hygiene Private Limited after taking the shareholders approval and other formalities.

Material changes and Commitments affecting financial position between the end of the financial year and date of report The Company has entered into an agreement with Nobel Hygiene Private Limited for the assignment of lease for the leasehold Land & Factory Building thereon situated at A/70, MIDC, Sinnar, Nashik. and have also received the agreed consideration of Rs.9.00 crores for the same. Out of the consideration the Company has redeemed its preference shares of Rs.4.25 crores issued to the Nobel Hygiene Private Limited on 11th June, 2015 and has also cleared all its other outside liabilities.

Internal Financial control

The Company has in place adequate internal financial control with reference to financial statements. During the year, such controls were tested and no reportable material weakness in designs or operations were observed.

Deposits

The Company has not accepted any deposit from the public during the year.

Statutory Auditor

M/s. Shyam Malpani & Associates, Chartered Accountants, Statutory Auditor of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

Comments on Auditor qualifications

The observations made by the Auditor in their report are self-explanatory and therefore do not call for any comment.

Significant & Material Orders - Going Concern Status

There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company's operation in future.

Extract of Annual Return

In accordance with Section 134 (3) (a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended as Annexure 1 to the Board's Report.

Conservation of Energy, technology absorption and Foreign exchange earnings and outgo A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under the Act, are provided in Annexure 2 to this report.

Corporate Social Responsibility (CSR)

As company is not falling in the criteria specified under section 135(1) of the Companies Act, 2013, no comment is invited.

Changes in Directors

Pursuant to Share Purchase Agreement dated 02nd September, 2014 and successful completion of open offer existing management of the Company ie. Shri Bansilal Sharma, Shri B S Rathi, Shri Anand Kumar Poddar and Shri Gourishankar Damani tabled the resignation and same were accepted by the management with effect from closing hours of 30th January, 2015.

During the year under review, Existing board has appointed Mr. Manish D. Ladage & Mrs. Kamini Johari as Additional Director and Mr. Mahesh Makhijani & Mr. Krishnamurthy Ananthanarayanan as an Independent Additional Director till the forth coming Annual General Meeting.

The Company has received a notice in writing from the share holders under Section 160 of the Companies Act, 2013 proposing their candidature for the office of Director of the Company at the forthcoming Annual General Meeting.

During the year all the directors were appointed as additional directors and seek their appointment as a director in the fourth coming Annual General Meeting and hence the provision of retirement by rotation is not applicable.

Declaration by an Independent Director

The Company has received the necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that he/she meets the criteria of Independence laid down in Section 149 (6) of the Companies Act, 2013.

Board evaluation

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors which reviewed periodically.

No. of Board Meetings

The Board meets 8 times during the financial year. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Particulars of Employees and Related Disclosure

Particulars of employees within the meaning of Section 197 (12) of the Act read with Rules 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have not been furnished as there was no employee in the aforesaid category.

Audit Committee

The Audit Committee comprises of following

Sr. No. Name of the Director With effect from - (up to)

1 B S Rathi (30/01/2015)

2 Anandkumar Poddar (30/01/2015)

3 Gaurishankar Damani (30/01/2015)

4 Manish D Ladage 30/01/2015

5 Mahesh Makhijani 30/01/2015

6 Krishnamurthy Ananthanarayanan 30/01/2015

Vigil mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force. Protected disclosures can be made by a whistle blower through an e- mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

Particulars of loans, guarantees or investments

The Company has not given any loan, guarantees or made investments under Section 186 of the Companies Act, 2013.

Particulars of contracts or arrangements with related parties:

All contracts or arrangements with related parties entered into or modified during the financial year were on a arms length basis and in the ordinary course of business. All such contracts or arrangements have been approved by the Audit Committee. Particulars of contracts or arrangement with related parties referred to in Section 188 (1) of the Companies Act, 2013, in the prescribed form AOC-2, is appended as Annexure 3 to the Board Report.

Policy on Director's appointment and Remuneration:

Nomination and Remuneration Committee has formulated a policy relating to remuneration for the directors, KMPs and other employees, however during the Year Company has not paid any remuneration to directors and no employees are there on the pay roll of the Company.

Secretarial Auditor

The board has appointed M/s. JNG & Co., Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit report for the financial year ended March 31, 2015 is appended as Annexure 4 to the Board Report.

Comments on Secretarial Audit Qualification

The observations made by the Company Secretary in their report are self explanatory and therefore do not call for any comment.

Risk management policy

Your Company has an elaborate Risk Management procedure, which is based on three pillars: Business Risk Assessment, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Some of the identified risks relate to competitive intensity and cost volatility.

Directors' Responsibility Statement

Your Directors State that:

a) In the preparation of the annual Accounts for the year ended March 31,2015, the applicable accounting standard read with requirements set out under schedule III to the act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied the 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 31,2015, and of the profit of the company for the year ended on that date;

c) the director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the act of safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a 'going concern' basis;

e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are 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.

Prevention of Sexual Harassment at Work place

Your director state that during the year under review, there were no cases filed pursuant to the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013.

Management Discussion & Analysis Report & Corporate Governance Report

Pursuant to SEBI Circular No.CIR/CFD/POLICY CELL/7/2014 the The Clause 49 of the Listing Agreement shall be applicable to all companies whose equity shares are listed on a recognized stock exchange. However, compliance with the provisions of Clause 49 shall not be mandatory, for the time being, in respect of the Companies having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year; As our company's paid up equity share capital is not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year, compliance with provisions of Clause 49 is time being not applicable.

Acknowledgements

Your Directors wish to place on record their appreciation of the continued support and valuable co-operation received from the Company's Bankers, Institutions, Customers, Suppliers and Share Holders.

On behalf of the Board of Directors

(Kamini Kamal Johari)

DIN: 01309286

Chairman

Place: Mumbai

Date: August 14, 2015

Mar 31, 2014

The Directors are presenting the 23rd Annual Report on the business & operation of your Company together with the Audited Accounts for the year ended 31st March, 2014

1. FINANCIAL RESULTS YEAR ENDED YEAR ENDED 31/03/2014 31/03/2013 (Rs. In Lacs) ( Rs. In Lacs)

Profit/(Loss) before Depreciation 2.24 (4.94)

Less: Depreciation (1.74) (6.32)

Net Profit /(Loss) before Tax and 0.50 (11.26) extra ordinary items

Less: Extra Ordinary Items 0.00 (44.58)

Net Profit / (Loss) before Tax 0.50 (55.84)

Less : Provision for Tax 0.00 0.00

Deferred Tax 0.00 0.00

Net Profit / (Loss) after Tax 0.50 (55.84)

Less : Prior period items 0.00 0.00

Balance of Profit/(Loss) 0.50 (55.84)

Less/(Add) : Loss Brought Forward (736.33) (680.49)

Balance of Loss carried to Balance Sheet (735.83) (736.33)

2. DIVIDEND

In view of the accumulated losses, your Directors are unable to recommend any dividend on Equity as well as on Preference Shares for the year.

3. OPERATIONS

Members are aware that the Company was declared a Sick Industrial Company on 10.06.2009 and therefore manufacturing activities were suspended for the time being. Thereafter pursuant to the Order of the Board For Industrial And Financial Reconstruction (BIFR), State Bank of India (OA), Mumbai was appointed as Operating Agency in compliance with the said order and Company had submitted a rehabilitation cum revival proposal of the company by way of reverse merger. Pending approval of the scheme under active consideration of the BIFR, the BIFR authorized OA to liquidate redundant old plant and machinery of the Company which were sold by OA through public auction to accommodate new plant and machinery as per the scheme of the reverse merger. However due to in-ordinate delay at BIFR, the scheme of reverse merger could not be implemented and BIFR had discharged the Company from the purview of BIFR on account of net worth becoming positive due to infusion of the additional share capital by way of Preference Share.

Now the Company is out of BIFR and therefore your Directors are actively considering to revive the Company and start manufacturing activities and various business plans are under consideration but finding it difficult to start any business without sufficient capital.

During the year Company has earned a revenue of Rs. 10.46 lacs (Previous year Rs. 12.56 Lacs) and earned a profit of Rs. 0.50 lacs (previous year loss Rs. 55.84 lacs).

4. DIRECTORS

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking re-appointment of Mr. Anandkumar Shyamsunder Podar and Mr. Gaurishankar Radhakishan Damani as an Independent Directors for a term of 1 year. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under Sub-section (6) of Section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchange.

Mr. Anandkumar Shyamsunder Podar (DIN: 00435786), was appointed by the Board of Directors as an Additional Director (Independent) of the Company with effect from 4th October, 2013 and holds office upto the date of this Annual General Meeting of the Company and a notice has been received from a Member proposing the candidature of Mr. Anandkumar Shyamsunder Podar for appointment as an Independent Director of the Company.

Mr. Gaurishankar Radhakishan Damani (DIN: 01068916), was appointed by the Board of Directors as an Additional Director (Independent) of the Company with effect from 4th October, 2013 and holds office upto the date of this Annual General Meeting of the Company and a notice has been received from a Member proposing the candidature of Mr. Gaurishankar Radhakishan Damani for appointment as an Independent Director of the Company.

Mr. Bansilal Ghisulal Sharma, Mg. Director retire by rotation at the forthcoming Annual General Meeting of the company and being eligible offers himself for re-appointment.

The brief resumes and other details relating to the Directors who are proposed to be re-appointed, as required to be disclosed under Clause 49 of the Listing Agreement, from part of the Report on Corporate Governance.

During the year Mr. Divya Maneklal Shah resigned from the office of the Directors with effect from 4/01/2013 due to his pre-occupation with his firm, the Board of Directors records their appreciation for valuable services rendered by him during his tenure as Director of the Company.

5. FIXED DEPOSIT

The Company has not accepted any deposits from the public during the year.

6. AUDITORS

M/s. Shyam Malpani and Associates (Reg. No. 120438W), Chartered Accountants statutory auditors of the Company hold office till the conclusion of the forthcoming Annual General Meting and are eligible for re-appointment. Pursuant to the provisions of Section 139 of The Companies Act, 2013 and the Rules framed thereunder, it is proposed to re-appoint M/s. Shyam Malpani and Associates, as Statutory Auditors of the company from conclusion of, the forthcoming annual General Meeting till the conclusion of next Annual General Meeting.

7. COMMENTS ON AUDITOR''S REPORT

Members are aware that Company was passing through a bad financial position since more than 5 years and the observations made by the Auditors in their Report are self explanatory and therefore your Board of Directors give further explanation/ clarification as follows;

i. Your Board of Directors are of the view that there will be no impairment losses on the balance assets since majority of losses on the plant and machinery has already been recognized in the accounts.

ii. Considering the suspension of manufacturing activities and no activities has been carried out by the Company, therefore your Directors decided not to provide any further depreciation on the Plant and Machinery and Building till they are put to use.

iii. Considering the future possibilities in the future, Directors are of the opinion to continue to recognize the Deferred Tax Assets on carry forward of losses and Depreciation and are confident to avail the benefits hence recognized the same.

iv. Considering very poor financial statement of the Company, even company had desired to appoint a Company Secretary, but could not get a right candidate for the job considering suspension of its manufacturing activities. The Board of Directors are confident of securing a suitable candidate on availability as and when the financial situation of the company improves.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director''s

Responsibility Statement, it is hereby confirmed:

i. That in the preparation of annual accounts the applicable mandatory standards except AS 22 and AS 28 have been followed along with proper explanations relating to material departures;

ii. That the Directors had selected such accounting policies and applied them consistently in the Financial Statement and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2014 and of the Profit of the company for the year ended on that date.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors had prepared the accounts for the financial year ended 31st March, 2014, on a going concern basis considering the new business plans which are under active consideration.

9. STATEMENT PURSUANT TO LISTING REQUIREMENTS

The Equity Shares of the Company are listed with the Bombay Stock Exchange Limited and Company had paid the Annual Listing Fees for the financial year 2014-2015.

10. AUDIT COMMITTEE

Under the provisions of the Companies Act, 1956 and Listing Agreement with the Stock Exchange an Audit Committee comprises of Shri B.S.Rathi, Shri Anandkumar Podar and Shri Gaurishankar Damani all are independent Directors of the Company has been constituted.

11. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board Members and senior management of the Company. All the Board Members and senior management have affirmed compliance with the code of conduct. The code of conduct has been posted on website of the company i.e. www.sardapapers.com

12. CORPORATE GOVERNANCE

A separate report on corporate governance form part of the Annual Report of the Company along with compliance certificate dated 30th May, 2014 from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the listing agreements. Further a separate Management Discussion & Analysis Report is also enclosed with this report.

13. DISCLOSURE UNDER SECTION 217(2A)

Particulars of employees within the meaning of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended have not been furnished as there was no employee in the aforesaid category.

14. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy, technology absorption and foreign exchange earning and outgo in terms of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, is annexed hereto and form part of this report.

15 ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the continued support and valuable co-operation received from the Company''s Bankers, Institutions, Customers, Suppliers and Shareholders.

Your Directors also wish to place on record their appreciation of the devoted services of the company''s employee, which have in great way contributed to the Company''s progress.

For and on behalf of Board

Place:Mumbai Bansilal Sharma Date : 12th August, 2014 Managing Director DIN 00044548

Mar 31, 2013

The Members of SARDA PAPERS LIMITED

The Directors are presenting the 22Â Annual Report on the business 8 operation of your Company together with the Audited Accounts for the year ended 31s'' March, 2013

1. FINANCIAL RFSUITS

YEAR ENDED YEAR ENDED 31/03/2013 31/03/2012 (Rs. In Lacs) {Rs. In Lacs)

Profit/(Loss) before Depreciation 2 Less: Depreciation

(6.32) (6.47)

Net Profit / (Loss before Tax 4.94 2.85

Less : Provision for Tax 11.26 3.62

Deferred Tax 0.00 o.OO

Net Profit / (Loss) after Tax - 0.00 0.00

(11.26) (3.62)

Less : Loss on sale of Plant & Machinery (44 58) (3.62)

Less : Prior period items Balance of Profit/(Loss) 0.00 0.00

Less/(Add) : Loss Brought Forward (680.49) (676 87}

Balance of Loss carried to Balance Sheet 736.33 680.49

1- DIVIDEND

In view of the accumulated losses, your Directors are unable to recommend any dividend on Equity as well as on Preference Shares for the year.

2 PERFORMANCE AND OPERATIONS

Members are aware that the Company was declared a Sick industrial Company on 10.06.2009 and subsequently pursuant to the Order of the Board For Industrial And Financial Reconstruction (BIFR), BIFR had appointed Stale Bank of India (OA), Mumbai as Operating Agency and accordingly Company had submitted rehabilitation cum revival proposal of the company by way of reverse merger. Pending approval of the scheme under active consideration of the BIFR, the BIFR authorized OA to liquidate redundant old plant and machinery of the Company which were sold by OA through public auction during the year under report. The scheme of reverse merger which was lying pending with the BIFR as it was taking a very long time for approval of the scheme, therefore board of directors had allotted Preference Shares to Nobel Hygiene Limited pursuant to the approval granted by the members in the last Annual General Meeting.

After infusion of the additional share capital by way of Preference Share Capital, net worth of the Company had become positive and therefore in the month of January, 2013 company filed a miscellaneous petition before BiFR and sought discharge from the purview of BIFR and accordingly BIFR granted discharge to the company from purview of BIFR.

3. FURTHER ISSUE OF capital

pursuant to the approval given by the members in the Annual General Meeting the Board of Director have allotted be Preference Shares of Rs.100/- each on 09.11.2012.

4 DIRECTORS

Shri Bansilal Ghisulal sharma was appointed by the Board of Directors as an Additional Director of the company with effect from 24th may 2013 and holds office up to the date of this Annual General Meeting of the company.

The brief resumes and other details relating to the Directors who are proposed to be re-appointed as required be disclosed under Clause 49 of the Using Agreement. fro. pa, of tabs Report on

5. AUDITORS Members are being informed that in the last A.G.M company had appointed melanin & Associate w.e.f. 06.07.2012 AND ACCORDINGLY FINANCIAL STAEMENTS ARE SIGNED BY SHYAM Auditors.. However the sa.d firm had changed their name as Shyam Malpani and Associates w.e.f 06 07 2012 and accordingly financial statements are signed by Shyam Malpani and Associates M/s Shyam Malpan, and Associates. Chartered Accountants statutory auditors of the Company retire at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. The Company has received a certificate from them under Section 224(1-B) of the Companies Act. 1956.

6 AUDITOR"S REMARK

Members are aware that Company was passing through a bad financial position since more than 5 years and

therefore the observations made by the Auditors in their Report are self explanatory and therefore do not call for any comment.

7. DIRECTORS RESPONSIBILITY STATEMFMT

Pursuant to the requirement under Section 217(2AA) of the Companies Act. 1956. with respect to Director''s Responsibility Statement, it is hereby confirmed:

i. That in the preparation of annual accounts the applicable mandatory accordingly standards except AS 22 and AS 28 been kowtowed along with proper explanations relating to material departure.

ii. That the Directors had selected such accounting policies and applied them consistently in the financial statement and more judments and estimates that were reasonable and prudent so as to give a true and the year ended on that date.

iii. The Directors had taken proper and sufficient care for the maintenance adequate accounting records in accordance with the provisions of companies Act,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

IV. The Directors had prepared the accounts for the financial year ended 3ist March 2013 on a going concern basis considering the new business plans which are under active consideration and likely to be implemented in near future.

8 FIXED DEPOSIT

The Company has not accepted any deposits from the public during the year.

9 STATEMENT PURSUANT TO LISTING REQUIREMENTS

The Equity shares of the company are listed with the Bombay stock Exchange Limited and company had paid the Annual Listing Fees for the financial year 2013-2014.

10. CORPORATE GOVERNANCE

Separate report on corporate governance from part of the Annual Report of the company with compliance certificate dated 24th may 2013 from the practicing company secretary regarding compliance of conditions of corporate Governances as stipulated under clause 49 of the agreements Further a separate Management Discussion & Analysis Report is also enclosed with this Report.

11.PARTICULARS OF EMPLOYEES

A statement giving details of conservation of energy, technology absorption and foreign go tn terms of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 198a is annexed hereto and form part of this report. erectors) rules, 1988,

13. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the continued support and valuable co-operation received from the Company''s Bankers, Institutions, Customers, Suppliers and Shareholders.

Your Directors also wish to place on record their appreciation of the devoted services of the company''s employee, which have in great way contributed to the Company''s progress.

For and on behalf of Board

Place: Mumbai

B. L. Sharma

Date : 12''" August, 2013

Director

Mar 31, 2011

The Members, SARDA PAPERS LIMITED

The Directors are presenting the Twentieth Annual Report on the business & operation of your Company together with the Audited Accounts for the year ended 31st March,' 2011

1. FINANCIAL RESULTS YEAR ENDED YEAR ENDED 31/03/2011 31/03/2010 (Rs. in (Rs. In Lacs) Lacs)

Profit / (Loss) before Depreciation (23.86) (148.43)

Less: Depreciation (7.05) (44.61)

Net Profit / (Loss) before Tax (30.91) (193.04)

Less; Provision for Tax 0.00 0.00

Deferred Tax 47.86 220.80

Net Profit / (Lots) after Tax 16.95 27.76

Less: Prior period items 32.00 2.00

Balance of Profit/(Loss) (15.05) 25.76

Less/(Add): Loss Brought Forward (661.82) (687.58)

Balance of Loss carried to Balance Sheet (676.87) (661,82)

1. DIVIDEND

In view of the losses, your Directors are unable to recommend any dividend for the year.

2. PERFORMANCE & OPERATION

As you are aware that your Company had suspended the manufacturing operation from June 2009 due to unfavorable market condition and continuous losses. Therefore Company is not executing any manufacturing operations.

You are fully aware that the Company has been declared a Sick Industrial Company in terms of Section 3(1) of Sick Industrial Companies (Special Provision) Act, 1985 on 10.06.2009 and your Directors have submitted rehabilitation proposal Of the Company, in consultation with State Bank of India (Operating Agency) as per the direction given by the BIFR and have submitted a proposal for reverse merger of a healthy Company, which is under consideration with 1IFR. Preliminary hearing has taken place and on approval of the scheme, your company shall resume the manfacturing Operations-

3. PAYMENT OF SECURED LOANS

During the year Company has received unsecured loans from a Company and discharged its total term loan liability of State Bank of India,

4. DIRECTORS

Shri Ramesh Anant Gadiyar, Director retire by rotation at the forthcoming Annual General Meeting of the company and being eligible offered himself for re-appointment.

5. AUDITORS

M/s. Malpani and Associates, Chartered Accountants statutory auditors of the Company retire at the forthcoming Annual General Meting and, being eligible, offer themselves for re-appointment. The Company has received a certificates from them under Section 224(1-B) of the Companies Act, 1956.

6. AUDITOR'S REMARK

Observation made in the Auditors Report are self explanatory and therefore do not call for any comment.

7. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director's Responsibility Statement, it is hereby confirmed:

i. That in the preparation of annual accounts the applicable mandatory standards except AS 22 have been followed along with proper explanations relating to material departures. The Company has initiated process to ascertain the assets with are required to be dealt in, in accordance with the provision of AS 28 and required provision if any will be made in the current year.

ii. That the Directors had selected such accounting policies and applied them consistently in the Financial Statement and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2011 and of the loss of the company for the year ended on that date.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors had prepared the accounts for the financial year ended 31 st March, 2011, on a going concern basis.

8. FIXED DEPOSIT

The Company has not accepted any deposits from the public during the year.

9. INSURANCE

All the assets of your Company, including Plant and Machinery, Building, Equipments, etc. have been adequately insured.

10. STATEMENT PURSUANT TO LISTING REQUIREMENTS

The Equity Shares of the Company are listed with the Bombay Stock Exchange Limited and Company had paid the Annual Listing Fees for the financial year 2011-2012.

11. CORPORATE GOVERNANCE

A separate report on corporate governance form part of the Annual Report of the Company along with compliance certificate from the Practising Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the amended listing agreements. Further a separate Management Discussion & Analysis Report is also enclosed with this report.

12. SECRETARIAL COMPLIANCE REPORT

Your Directors attach herewith a copy of the Compliance Certificate issued by a Practicing Company Secretary for the year ended 31st March, 2011 pursuant to Section 383A(1) of the Companies Act, 1956.

13. PARTICULARS OF EMPLOYEES

Particulars of employees within the meaning of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended have not been furnished as there was no employee in the aforesaid category.

14. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO A statement giving details of conservation of energy, technology absorption and foreign exchange earning and outgo in terms of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, is annexed hereto and form part of this report.

15. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the continued support and valuable co-operation received from the Company's Bankers, Institutions, Customers, Suppliers and Shareholders.

Your Directors also wish to place on record their appreciation of the devoted services of the company's employee, which have in great way contributed to the Company's progress.

For and on behalf of Board

Pradeep Kumar Sarda Chairman

Place: Mumbai Date :27th August, 2011

Mar 31, 2010

The Directors have the pleasure in presenting the Nineteenth Annual Report on the business & operation of your Company together with the Audited Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS

YEAR ENDED YEAR ENDED 31/03/2010 31/03/2009

(Rs. In Lacs) (Rs. In Lacs)

Profit/(Loss) before Depreciation (148.43) (64.44)

Less: Depreciation (44.61) (45.80)

Net Profit / (Loss) before Tax (193.04) (110.24)

Less: Provision for Tax 0.00 1.06

Deferred Tax 220.80 0.00

Net Profit / (Loss) after Tax 27.76 (111.30)

Less: Prior period items 2.00 0.02

Balance of Profit/(Loss) 25.76 (111.32)

Less/(Add) : Loss Brought Forward (687.68) (576.26)

Balance of Loss carried to

Balance Sheet (661.82) (687.58)

1. DIVIDEND

In view of the accumulated losses, your Directors are unable to recommend any dividend for the year.

2. PERFORMANCE

At the beginning of the year your Company had suspended the manufacturing operation due to unfavorable Market condition.

During the year under review, Company has achieved Gross Sales Turnover of Rs. 91.56 Lacs as against Rs. 1537.31 Lacs during the previous year and incurred a loss before tax of Rs. 193.04 Lacs as compare to loss of Rs.110.24 Lacs in the previous year.

The Company has been declared a Sick Industrial Company in terms of Section 3(1) of Sick Industrial Companies (Special Provision) Act, 1985 on 10.06.2009 and your Directors have submitted rehabilitation proposal of the Company in consultation with State Bank of India (Operating Agency) and have submitted a proposal for reverse merger of a healthy Company, which is under consideration with BIFR.

3. DIRECTORS

Shri B. S. Rathi, Director retire by rotation at the forthcoming Annual General Meeting of the company and being e/fg/bte offered himself for re-appointment.

4. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed :

i. That in the preparation of annual accounts the applicable mandatory standards except AS 22 have been followed along with proper explanations relating to material departures ;

ii. That the Directors had selected such accounting policies and applied them consistently in the Financial Statement and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2010 and of the profit of the company for the year ended on that date.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

Iv. The Directors had prepared the accounts for the financial year ended 31st March, 2010, on a going concern basis.

5. FIXED DEPOSIT

The Company has not accepted any deposits from the public during the year.

6. INSURANCE

AD the assets of your Company, Including Plant and Machinery, Building, Equipments, etc. have been adequately insured.

7. PARTICULARS OF EMPLOYEES

Particulars of employees within the meaning of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended have not been furnished as there was no employee in the aforesaid category.

8. ENERGY. TECHNOLOGY AND FOREIGN EXCHANGE

A statement giving details of conservation of energy, technology absorption and foreign exchange earning and outgo in terms of the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, is annexed hereto and form part of this report.

9. STATEMENT PURSUANT TO LISTING REQUIREMENTS

The Equity Shares of the company are listed with the Bombay Stock Exchange Limited and company had paid the Annual Listing Fees for the financial year 2010-2011.

10. CORPORATE GOVERNANCE

A separate report on corporate governance form part of the Annual Report of the Company along with compliance certificate from the Practising Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the amended listing agreements. Further a separate Management Discussion & Analysis Report is also enclosed with this report

11. SECRETARIAL COMPLIANCE REPORT

Your Directors attach herewith a copy of the Compliance Certificate issued by a Practicing Company Secretary for the year ended 31" March, 2010 pursuant to Section 383A(1) of the Companies Act, 1956.

12. HUMAN RESOURCES / INDUSTRIAL RELATIONS

The Company has terminated service of the Workman due to reduced production activities, un-cooperative attitude of workman, unreasonable financial demand and militancy tactics adopted by the Union and Workman by following due process of labour law & permission of State Government.

13. INTERNAL CONTROL SYSTEM AND ADEQUACY

Your Company has been maintaining a well established procedure for internal control system. There has been a review conducted on regular interval by the Management about the financing and operating control at various locations of the company and any, significant findings are reviewed by the Audit Committee of the Board of Directors.

The reports of in-house and Internal Audit and External Audit are reviewed by the board of Directors from time to time.

14. ACCUMULATED LOSSES

The accumulated losses of the Company are more than the net worth of the Company as at the end of the current financial year. The Company has incurred cash tosses of Rs.148.43 Lacs during the current financial year as well as in the immediately preceding financial year amount to Rs.39.51 Lacs.

15. REGISTRATION OF THE COMPANY AS SICK COMPANY WITH BOARD FOR INDUSTRIAL ft FINANCIAL RECONSTRUCTION(BIFR)

Pursuant to the application filed with the Board for Industrial & Financial Reconstruction, the Board for Industrial & Financial Reconstruction has registered the Company u/s 15 (1) of Sick Industrial Companies (Special Provisions) Act, 1985 as a Sick Industrial Company in terms of Section 3(1) of Sick Industrial Companies (Special Provision) Act, 1985 on 10.06.2009 and the Company has submitted a revival proposal for reviving the operation of the Company by way or reverse merger and Operating Agency has considered the same for onward submission to BIFR.

16. AUDITORS

M/s. Malpani and Associates, Chartered Accountants statutory auditors of the Company retire at the forthcoming Annual General Meting and, being eligible, offer themselves for re-appointment. The Company has received a certificates from them under Section 224(1 -B) of the Companies Act, 1956.

17. AUDITORS REMARK

Observation made in the Auditors Report are self explanatory and therefore do not call for any comment.

18. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the continued support and valuable co-operation received from the Companys Bankers, Institutions, Customers, Suppliers and Shareholders. Your Directors also wish to place on record their appreciation of the devoted services of the companys employee, which have in great way contributed to the Companys progress.

For and on behalf of Board

Place : Mumbai Pradeep Kumar Sarda

Date : 29th October, 2010 Chairman

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