Saptak Chem And Business Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Your Directors take pleasure in presenting the 47^th Annual Report of the Company together with the Audited
Statements of Accounts for the financial year ended March 31, 2026.

1) FINANCIAL RESULTS

The Company’s financial performance for the year under review along with previous year figures is given
hereunder:

2) BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF
COMPANY’S AFFAIR:

The Company is in the early stage of business revival following the capital reduction and is in the process of
scaling up its business activities. The Company has successfully raised fresh capital from investors; however, the
Company incurred a loss of Rs. 30.21 lakh during the year as compared with a loss of Rs. 8.62 lakh in the previous
financial year. The benefits of the fund raise in terms of revenue generation and profitability are expected to be
reflected in the forthcoming quarters.

3) CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the business of Trading of Chemical and Agriculture Produce. There was no change in
the nature of the business of the Company during the year under review.

4) CHANGE IN REGISTERED OFFICE OF THE COMPANY:

The Company has shifted its registered office from 201 Rangoli Appt., Opp Isanpur Police Choky, Manorama Park,
Isanpur, Ahmedabad 382443 to C-608, Shyam Parisar, Nr. Dhwani Heights, B/h. Municipal School, Isanpur,
Ahmedabad- 382443, within the city, w.e.f. December 29, 2025 and further shifted from C-608, Shyam Parisar, Nr.
Dhwani Heights, B/h. Municipal School, Isanpur, Ahmedabad- 382443 to 6^th Floor, B-Wing, B. D. Patel House,
Naranpura, Ahmedabad-380 009, Gujarat, India, within the city, w.e.f. January 03, 2026, during the year under
review.

5) DIVIDEND:

The Company has not declared any dividend for the year under review.

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

The company does not have any amount which is required to be transferred to the Investor Education and
Protection Fund (IEPF).

7) TRANSFER TO RESERVES:

The loss of Rs. 30.21 lacs incurred during the financial year 2025-2026. Hence, no amount has been transferred to
the General Reserve.

8) CHANGES IN SHARE CAPITAL:

The Issued, Subscribed and Paid-up Equity Share Capital as on March 31, 2026 was Rs.1,07,32,270/-.

During the year under review, the company has approved the scheme of capital reduction from Rs. 10,73,22,720
(Rupees Ten Crores Seventy-Three Lakh Twenty-Two Thousand Seven Hundred Twenty Only) divided into
1,07,32,272 (One Crore Seven Lakhs Thirty-Two Thousand Two Hundred Seventy-Two Only) equity shares of Rs.
10.00 each, (Rupees Ten Only) each to Rs. 1,07,32,270 (Rupees One Crore Seven Lakh Thirty-Two Thousand Two
Hundred Seventy Only) divided into 10,73,227 (Ten Lakh Seventy-Three Thousand Two Hundred Twenty-Seven)
(hereinafter referred to as “the New Equity Shares”) Equity Shares of Rs. 10/- (Rupees Ten Only) each by
cancelling and extinguishing, 90% of the total issued, subscribed and paid-up equity share capital of the Company
and the order from the Hon’ble NCLT, Ahmedabad has been received on June 23, 2025.

During the year the company has issued, approved and allotted 40,00,000 (Forty Lakh) Convertible Equity
Warrants @ Rs.10.50 per share to non-promoters of the company in the extra ordinary general meeting held on
November 12, 2025, for which In-principal approval received from BSE on December 30, 2025 and 25% of the
total warrant application money has been received by the Company as per Chapter V of the SEBI ICDR
Compliance.

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options:

During the year under review, the Company has not issued any Employee Stock Options during the year.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit
of employees:

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for
the benefit of employees. Hence, the details under rule 16(4) of the Companies (Share Capital and Debentures)
Rules, 2014 are not required to be disclosed.

9) FINANCE:

The Company has not borrowed loan from any Banks or Financial Institutions during the year under review.

10) DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:

The Company does not have any shares in the Demat suspense account or Unclaimed suspense account. Hence,
Disclosures with respect to Demat suspense account or Unclaimed suspense account are not required to be
mentioned here.

11) MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:a) Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company as at March 31, 2026:

*Resigned on 03/02/2026
#Resigned on 29/12/2025
Appointed on 11/11/2025

b) Director:

The following are the Directors of the Company as at March 31, 2026:

^Resigned on 03/02/2026
#Resigned on 29/12/2025
&Resigned on 13/03/2026
@Appointed on 29/09/2025
$Appointed on 01/12/2025
^AAppointed on 14/10/2025
-Appointed on 09/01/2026

c) Appointment/Re-appointment

During the year under review, Mr. Ayush Vinod Kumar Tated (DIN: 11461830), Director retires by rotation at
the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

d) Changes in Directors and Key Managerial Personnel

During the year under review the following Directors and Key Managerial Personnel were appointed and
resigned:

e) Declaration by an Independent Director(s) and reappointment, if any:

All Independent Directors have given declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Independent Directors have complied with the Code of
Conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of
conduct formulated by the Company as hosted on the Company''s Website i.e.,www.saptakchem.com.

12) NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The meetings of the Board of Directors are held at periodical intervals and are generally at the registered office of
the Company, Ahmedabad. The meeting dates are decided well in advance and the agenda and notes on agenda are
circulated in advance to the directors. All material information is incorporated in the notes on agenda for facilitating
meaningful and focused discussion at the meeting. Where it is not practicable to attach supporting or relevant
documents to the agendas, the same is tabled before the meeting. In case of business exigencies or urgency of
matters, resolutions are passed by circulation. Senior Management persons are often invited to attend the Board
Meetings and provide clarifications as and when required.

During the year 2025-26, 18 (Eighteen) Board Meetings were convened and duly held on:

Meetings Members:

The Last i.e. the 46^th Annual General Meeting of the Company for the financial year 2024-2025 was held on
30/08/2025 at the Registered Office of the Company through Video Conferencing/other Audio Visual Means,
deemed to be held at the registered office of the Company.

Further during the year One Extra Ordinary General Meeting was held on November 12, 2025 for issue of
40,00,000 (Forty Lakh) Convertible Equity Warrants on preferential basis to non-promoters.

13) SEPARATE MEETING OF INDEPENDENT DIRECTORS:

Schedule IV of the Act, Listing Regulations and Secretarial Standard - 1 on Meetings of the Board of Directors
mandates that the Independent Directors of the Company hold at least one meeting in a year, without the attendance
of Non-Independent Directors.

The Independent Directors Meeting was held on March 14, 2026. The Independent Directors, inter alia, discussed
and reviewed performance of Non-Independent Directors, the Board as a whole, Chairperson of the Company and
assessed the quality, quantity and timeliness of flow of information between the Company’s management and the
Board that is necessary for the Board to effectively and reasonably perform their duties.

In addition to formal meetings, frequent interactions outside the Board Meetings also take place between the
Independent Directors and with the Chairperson, and rest of the Board.

14) DECLARATION BY INDEPENDENT DIRECTOR & BY THE COMPANY:

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section
164(2) of the Act read with Rule 14 of Companies (Appointment and Qualifications of Directors) Rules, 2014. All
Independent Directors have given the required declarations under Section 149(6) & (7) of the Act, confirming that
they meet the criteria of independence.

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

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirement), Regulations, 2015, the Board has carried out an annual performance evaluation of its own
performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and
Remuneration Committees.

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

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

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

16) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES:

The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are
not required to be mentioned here.

17) CHANGE OF NAME:

The Company has not changed its name during the year under review.

18) STATUTORY AUDITORS:

In terms of Section 139 of the Companies Act, 2013 (“the Act”), and the Companies (Audit and Auditors) Rules,
2014, made thereunder, the present Statutory Auditors of the Company M/s. P H SHAH & CO, Chartered
Accountants, (FRN.- 115464W), has been appointed as the Statutory Auditors of the Company for the financial
year 2025-26, to fill the casual vacancy caused due to the resignation of Mr. Meet Shah (Membership No. 16959),
to hold office from October 08, 2025 till the conclusion of the 47^th Annual General Meeting, duly recommended by
the Audit Committee of the Company.

Further, M/s. P H SHAH & CO, Chartered Accountants, (FRN.- 115464W), the board recommended to appoint as
the Statutory Auditors of the Company, for the term of 5 years from the conclusion of this 47^th Annual General
Meeting until the conclusion of the 52^nd Annual General Meeting to be held in the year 2031 on such remuneration
plus applicable taxes, and out of pocket expenses, as may be recommended by the Audit Committee and as may be
mutually agreed between the Board of Directors of the Company and the Statutory Auditors from time to time.

19) COST AUDITORS:

The Company is not required to appoint the Cost Auditors pursuant to Section 148 of the Companies Act, 2013 read
with the Companies (Cost Records and Audit) Amendment Rules, 2014, since, the said provisions and rules of cost
audit is not applicable to the Company.

20) SECRETARIAL AUDIT REPORT:

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 has appointed CS Rupal Patel Practicing
Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed
herewith as “Annexure -A”.

Reply to the qualification Remarks in Secretarial Audit Report:

1. Though the company has not uploaded the details in XBRL mode as required under Regulation 23(9) of
SEBI (LODR), Regulations, 2015, the Company has uploaded the details of Related party Transactions in
PDF mode.

2. Though the Company has not published Financial Results and AGM Notice in newspaper, the company
has uploaded the same on Website of the company and also submitted to BSE Limited

21) RESPONSE TO AUDITOR’S REMARKS:

There were no qualifications, reservations or adverse remarks made by Auditors in their respective reports.
Observation made by the Statutory Auditors in their Report are self-explanatory and therefore, do not call for any
further comments under section 134(3)(f) of the Companies Act, 2013.

22) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
During the year under review, the company retained external audit firm to review its existing internal control
system with a view of strengthening the same and introduce system of self certification by all the process owners to
ensure that internal controls over all the key business processes are operative. The scope and authority of the
Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the
Company, its compliance with operating systems, accounting procedures and policies at all locations of the
Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective
action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective
actions thereon are presented to the Audit Committee of the Board.

23) AUDIT COMMITTEE:

In accordance with the provisions of section 177 of the Companies Act, 2013, the Board of Directors has
constituted the Audit Committee of the Company for reviewing of quarterly, half-yearly and annual financial
statements before submission to the Board, ensure compliance of internal control systems and internal audit, timely
payment of statutory dues and other matters.

During the year under review, the Audit Committee met 4 (four) times during the year on 07/05/2025, 23/07/2025,
08/10/2025 and 22/01/2026. The Committee was reconstituted on 17/03/2026, after reconstitution, the composition
of committee and attendance at its meetings is given below:

All the recommendations made by the Audit Committee were considered and accepted by the Board.

24) VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for Directors and
employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the
website of the Company athttp://www.saptakchem.com.

25) NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the company have constituted a Nomination & Remuneration Committee of Directors
mainly for the purposes of recommending the Company’s policy on Remuneration for the Managing/Executive
Directors, reviewing the structure, design and implementation of remuneration policy in respect of key management
personnel.

During the year, 08 (eight) committee meeting was held during the year on 29/09/2025, 14/10/2025, 11/11/2025,
01/12/2025, 29/12/2025, 09/01/2026, 03/02/2026 and 13/03/2026. The Committee was reconstituted on
17/03/2026, after reconstitution, the composition of committee and attendance at its meetings is given below:

The Board has, on the recommendation of the Nomination and Remuneration Committee, as per the policy for

selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration
has recommended the appointment and remuneration of Directors, Key Managerial Personnel and Senior
Management. The Remuneration Policy is also available on the Company’s website athttp://www.saptakchem.com.

26) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consisted of 3 Directors. During the year under review, 4 meetings of the
committee were held on 19/04/2025, 18/07/2025, 27/10/2025 and 28/01/2026. The Committee was reconstituted on
17/03/2026, after reconstitution, the composition of committee and attendance at its meetings is given below:

The status of shareholders’ complaints received so far/number not solved to the satisfaction of shareholders/number
of pending share transfer transactions (as on March 31, 2026 is given below): -

Compliance Officer:

Mrs. Krishna Bhavsar, Compliance Officer of the company for the purpose of complying with various provisions of
Securities and Exchange Board of India (SEBI), Listing Agreement with Stock Exchanges, Registrar of Companies
and for monitoring the share transfer process etc.

a) Share Transfer System:

Requests for dematerialization of physical shares are processed and completed within a period of 21 days from the
date of receipt, provided they are in order in every respect. Bad deliveries are immediately returned to Depository
Participants under advice to the Members.

However, as per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 08, 2018 and further amendment
vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of
securities (except in case of transmission or transposition of securities) shall not be processed from April 01, 2020
unless the securities are held in the dematerialized form with the depositories. Therefore, Shareholders are

requested to take action to dematerialize the Equity Shares of the Company.

b) Dematerialization of shares and liquidity:

Details of Registrar and Share Transfer Agent of the Company for dematerialization of shares:

27) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY OF THE COMPANY:

Risk management is embedded in the company’s operating framework. The company believes that managing risk
helps in maximizing returns. The company’s approach to addressing business risk is comprehensive and includes
periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The
risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that
the company is exposed to are:

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The company
proactively manages these risks through forward booking, Inventory management and proactive vendor
development practices. The Company’s reputation for quality, product differentiation and service, coupled with
existence of powerful brand image with robust marketing network mitigates the impact the impact of price risk on
finished goods.

Regulatory Risks

The company is exposed to risks attached to various statutes and regulations including the Companies Act. The
company is mitigating these risks through regular review of legal compliances carried out through internal as well
as external compliance audits.

Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. The company has initiated various
measures including rolling out strategic talent management system, training and integration of learning and
development activities.

Strategic Risks

Emerging businesses, capital expenditure for capacity expansion, etc., are normal strategic risk faced by the
company. However, the company has well-defined processes and procedures for obtaining approvals for
investments in new business and capacity expansion etc.

28) EXTRACT OF ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read
with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the Draft Annual Return of
the Company for the Financial Year ended on March 31, 2026 in Form MGT-7 is uploaded on website of the
Company and can be accessed atwww. saptakchem. com

29) 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:

The company has converted 20,00,000 warrants out of 40,00,000 convertible equity warrants into shares on April
06, 2026. For which the Company has received Listing Approval from BSE Limited on May 20, 2026. Further the
Company has applied for Trading Application for the same. Thereby the post issued, subscribed and paid share
capital become 30,73,227 shares of Rs. 10/- each aggregating to Rs. 3,07,32,270.

30) LIQUIDITY:

The Company manages its liquidity prudently to meet our strategic objectives. We clearly understand that the
liquidity in the Balance Sheet is to ensure balance between earning adequate returns and the need to cover financial
and business risks. Liquidity also enables the Company to position itself for quick responses to market dynamics.

31) AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE
COMPANIES ACT 2013:

The Company has used accounting software for maintaining its books of account for the financial year ended
March 31, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout
the year for all relevant transactions recorded in the softwares.

32) PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no proceedings that were filed by the Company or against the Company,
which are pending (except the previous years which was already disclosed) under the Insolvency and Bankruptcy
Code, 2016 as amended, before National Company Law Tribunal or other Courts.

33) DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans from the Bank or Financial
Institutions.

34) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S
OPERATIONS IN FUTURE:

There is no significant and material order passed by the regulators or courts or tribunals impacting the going
concern status and company’s operations in future during the year under review.

35) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

No related party transaction has been entered into during the financial year. There were no materially significant
related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the interest of the Company at large.

36) PUBLIC DEPOSIT:

During the year under review the Company has not accepted any deposits to which the provisions of section 73, 74
of the Companies Act, 2013 read with Acceptance of Deposits Rules, 2014 as amended are applicable.

37) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

No loans, guarantees or investment under Section 186 of the Companies Act, 2013 have been given by the company
during the year under review.

38) CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has been proactive in the following principles and practices of good corporate governance. A report
in line with the requirements of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the report on Management Discussion and Analysis and the Corporate Governance practices
followed by the Company and the Auditors Certificate on Compliance of mandatory requirements are given as an
“Annexure B & C” respectively to this report.

The Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that
the requirements of Corporate Governance as laid down in Regulation 27(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 are complied with.

As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock
Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditor’s Certificate
regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual
Report.

39) PARTICULARS OF EMPLOYEES & EMPLOYEE REMUNERATION:

The table containing the names and other particulars of employees in accordance with the provisions of Section
197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided as “Annexure- D” to the Board’s report.

None of the employees of the Company drew remuneration of Rs. 1,02,00,000/- or more per annum and
Rs.8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year or
part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing
director or whole-time director or manager and holds by himself or along with his spouse and dependent children,
not less than two percent of the equity shares of the company. Hence, no information is required to be furnished as
required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

40) EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere
appreciation of the devoted efforts of all employees in advancing the Company’s vision and strategy to deliver good
performance.

41) NOMINATION & REMUNERATION POLICY OF THE COMPANY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report and is also available on the Company’s website at
www. saptakchem. com.

42) DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended March 31, 2026. This is also being supported by
the Independent Auditor’s Report submitted by the Statutory Auditors of the Company stating that as no fraud has
been reported for the financial year ending March 31, 2026.

43) OBLIGATION OF COMPANY UNDER 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 policy against sexual
harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed there under.

During the financial year 2025-26, the company has not received any complaints on sexual harassment and hence
no complaints are pending as on March 31, 2026.

44) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The Company is engaged in trading activities and energy consumption is minimal. Therefore, particulars prescribed
under Rule 8(3) are not applicable. The information on conservation of energy, technology absorption and foreign
exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of
The Companies (Accounts) Rules, 2014, is Nil.

45) CORPORATE SOCIAL RESPONSILIBILTY (CSR):

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the company since the Company
does not fall within the applicability criteria prescribed under Section 135 of the Companies Act, 2013 and the rules
made thereunder.

46) DIRECTOR’S RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your
Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) That in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable
accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That such accounting policies have been selected and applied consistently and judgment and estimates have
been made 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, 2026 and of the loss of the Company for the year ended on that date;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were adequate and were
operating effectively;

f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate
and operating effectively

47) MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible
women employees have been extended the statutory benefits prescribed under the Act, including paid maternity
leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks
and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and
supportive work environment that upholds the rights and welfare of its women employees in accordance with
applicable laws.

48) SECRETARIAL STANDARDS:

The Director’s State that applicable Secretarial Standards i.e., SS-1 and SS-2 relating to ‘Meetings of the Board of
Directors’ and General Meetings’, respectively, have been duly complied with.

49) LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2025-2026 to BSE where the
Company’s Shares are listed.

50) PREVENTION OF INSIDER TRADING:

In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulation, 2015 which came into effect
from May, 2015. Pursuant thereto, the Company has formulated and adopted a new code for Prevention of Insider
Trading.

The New Code viz. “Code of Internal Procedures and Conduct for regulating, monitoring and reporting of Trading
by Insiders” and “Code of Practices and Procedures for fair Disclosure of Unpublished Price Sensitive Information”
has been framed and adopted. The Code requires pre-clearance for dealing in the Company’s shares and prohibits
purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished
price sensitive information in relation to the Company and during the period when the Trading Window is closed.
The Company is Responsible for implementation of the Code.

51) ACKNOWLEDGEMENTS:

Your Directors acknowledge thanks to the various Central and State Government Departments, Organizations and
Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all
stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the
excellent support received from them during the year. The Directors place on record their sincere appreciation to
all employees of the Company for their unstinted commitment and continued contribution to the Company.

Date: 01/08/2026 By Order of the Board of Directors

Place: Ahmedabad For Saptak Chem and Business Limited

(Formerly known as Munak Chemicals Limited)

Ayush Tated Harsh Suresh Jain Krishna Bhavsar

Managing Director & Chief Financial Officer Company Secretary
Director
DIN:11461830

Your Directors took pleasure in presenting the 46^th Annual Report of the Company together with the Audited Statements of Accounts for the financial year ended March 31, 2025.

1) FINANCIAL RESULTS

The Company’s financial performance for the year under review along with previous year figures is given hereunder:

2) BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF COMPANY’S AFFAIR:

During the year under review 2024-25, in the mid of sluggish market condition, the company has incurred a loss of Rs.8.62 lacs and against loss of Rs.3.48 Lacs in the previous financial year 2023-24.

3) CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the business of trading of Chemical and Agriculture Produce. There was no change in the nature of the business of the Company during the year under review.

4) CHANGE IN REGISTERED OFFICE OF THE COMPANY:

The Company has shifted its registered office from 201 Chiranjiv Complex Mahalaxmi Five Road, Paldi, Ahmedabad-380007 to 201 Rangoli Appt., Opp Isanpur Police Choky, Manorama Park, Isanpur, Ahmedabad 382443, within the city, w.e.f. 16^th January, 2025 during the year under review.

5) DIVIDEND:

The Company has not declared any dividend for the year under review.

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

The company does not have any amount which is required to be transferred to the Investor Education and Protection Fund (IEPF).

7) TRANSFER TO RESERVES:

The loss of Rs. 8.62 lacs incurred during the financial year 2024-2025. Hence, no amount has been transferred to the General Reserve.

8) CHANGES IN SHARE CAPITAL:

The Issued, Subscribed and Paid-up Equity Share Capital as on March 31, 2025 was Rs. 107,322,720/-

During the year under review, the company has approved the scheme of capital reduction from Rs. 10,73,22,720 (Rupees Ten Crores Seventy-Three Lakh Twenty-Two Thousand Seven Hundred Twenty Only) divided into 1,07,32,272 (One Crore Seven Lakhs Thirty-Two Thousand Two Hundred Seventy-Two Only) equity shares of Rs. 10.00 each, (Rupees Ten Only) each to Rs. 1,07,32,270 (Rupees One Crore Seven Lakh Thirty-Two Thousand Two Hundred Seventy Only) divided into 10,73,227 (Ten Lakh Seventy-Three Thousand Two Hundred Twenty-Seven) (hereinafter referred to as “the New Equity Shares”) Equity Shares of Rs. 10/- (Rupees Ten Only) each by cancelling and extinguishing, 90% of the total issued, subscribed and paid-up equity share capital of the Company and the order from the Hon’ble NCLT, Ahmedabad has been received on June 23, 2025.

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options:

During the year under review, the Company has not issued any sweat equity shares.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence, the details under rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

9) FINANCE:

The Company has not borrowed loan from any Banks or Financial Institutions during the year under review.

10) DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:

The Company does not have any shares in the Demat suspense account or Unclaimed suspense account. Hence, Disclosures with respect to Demat suspense account or Unclaimed suspense account are not required to be mentioned here.

11) MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Key Managerial Personnel:

The following are the Key Managerial Personnels of the Company as at 31^st March, 2025:

c) Appointment/Re-appointment

During the year under review, Mr. Manthan Bhavsar (DIN: 05208214), Managing Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

d) Changes in Directors and Key Managerial Personnel

During the year under review the following Directors and Key Managerial Personnel were appointed and resigned:

*Resignation of Mrs. Meera Panchal from the post of Company Secretary with effect from January 04, 2025 @Appointment of Mrs. Krishna Bhavsar as Company Secretary of the Company, with effect from January 16, 2025.

12) NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The meetings of the Board of Directors are held at periodical intervals and are generally at the registered office of the Company, Ahmedabad. The meeting dates are decided well in advance and the agenda and notes on agenda are circulated in advance to the directors. All material information is incorporated in the notes on agenda for facilitating meaningful and focused discussion at the meeting. Where it is not perusable to attach supporting or relevant documents to the agendas, the same is tabled before the meeting. In case of business exigencies or urgency of matters, resolutions are passed by circulation. Senior Management persons are often invited to attend the Board Meetings and provide clarifications as and when required.

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

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees.

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

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

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

14) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to be mentioned here.

15) CHANGE OF NAME:

The Company has not changed its name during the year under review.

16) STATUTORY AUDITORS:

M/s. Meet Shah & Associates., Chartered Accountants, Ahmedabad (Firm Registration No.: 169259) has been appointed by the Board of Directors at their meeting held on May 29, 2024 as Statutory Auditors of the Company to hold the office from the conclusion of the 45^th Annual General Meeting until the conclusion of the 48^th Annual General Meeting of the Company to be held in the year 2027 at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors, in place of M/s. Aniket Goyal & Associates, Chartered Accountants, (Firm’s Registration No. 022331C), the retiring statutory auditors.

17) COST AUDITORS:

The Company is not require to appoint the Cost Auditors pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, since, the said provisions and rules of cost audit is not applicable to the Company.

18) SECRETARIAL AUDIT REPORT:

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 has appointed CS Rupal Patel Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as “Annexure -A”.

Reply to the qualification Remarks in Secretarial Audit Report:

1. Though the Company has not published notice for Financial Results, as required under Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the company has uploaded the same on Website of the company and also submitted to BSE Limited.

19) RESPONSE TO AUDITOR’S REMARKS:

There were no qualifications, reservations or adverse remarks made by Auditors in their respective reports. Observation made by the Statutory Auditors in their Report are self-explanatory and therefore, do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.

20) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of self-certification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective

action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

21) AUDIT COMMITTEE:

In accordance with the provisions of section 177 of the Companies Act, 2013, the Board of Directors has constituted the Audit Committee of the Company for reviewing of quarterly, half-yearly and annual financial statements before submission to the Board, ensure compliance of internal control systems and internal audit, timely payment of statutory dues and other matters.

22) VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www. saptakchem.com.

23) NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the company have constituted a Nomination & Remuneration Committee of Directors mainly for the purposes of recommending the Company’s policy on Remuneration for the Managing/Executive Directors, reviewing the structure, design and implementation of remuneration policy in respect of key management personnel.

The Board has, on the recommendation of the Nomination and Remuneration Committee, as per the policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration has recommended the appointment and remuneration of Directors, Key Managerial Personnel and Senior Management. The Remuneration Policy is also available on the Company’s website at http://www.saptakchem.com.

24) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consisted of 3 Directors. During the year under review, 4 meetings of the committee were held on 11/04/2024, 11/07/2024, 16/10/2024 and 11/01/2025. The name of members, Chairman and their attendance at the Stakeholders Relationship Committee are as under Committee of Board:

Compliance Officer:

Mrs. Krishna Bhavsar, Compliance Officer of the company for the purpose of complying with various provisions of Securities and Exchange Board of India (SEBI), Listing Agreement with Stock Exchanges, Registrar of Companies and for monitoring the share transfer process etc.

a) Share Transfer System:

Requests for dematerialization of physical shares are processed and completed within a period of 21 days from the date of receipt, provided they are in order in every respect. Bad deliveries are immediately returned to Depository Participants under advice to the Members.

However, as per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not be processed from April 1, 2020 unless the securities are held in the dematerialized form with the depositories. Therefore, Shareholders are requested to take action to dematerialize the Equity Shares of the Company.

25) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

Risk management is embedded in your company’s operating framework. Your company believes that managing risk helps in maximizing returns. The company’s approach to addressing business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the company is exposed to are:

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The company proactively manages these risks through forward booking, Inventory management and proactive vendor development practices. The Company’s reputation for quality, product differentiation and service, coupled with existence of powerful brand image with robust marketing network mitigation the impact the impact of price risk on finished goods.

Regulatory Risks

The company is exposed to risks attached to various statues and regulations including the company Act. The company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. The company has initialed various measures including rolling out strategic talent management system, training and integration of learning and development activities.

Strategic Risks

Emerging businesses, capital expenditure for capacity expansion, etc., are normal strategic risk faced by the company. However, the company has well-defined processes and procedures for obtaining approvals for investments in new business and capacity expansion etc.

26) EXTRACT OF ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the Draft Annual Return of the Company for the Financial Year ended on 31 March 2025 in Form MGT-7 is uploaded on website of the Company and can be accessed at www.saptakchem.com

27) 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:

The company has made an application to BSE Limited (“Designated Stock Exchange”) for Reduction of Capital which was duly approved by it’s Audit Committee and the Board of Directors in their meeting held on January 19, 2024.

BSE Limited in it’s observation letter dated May 02, 2024 has approved the said application with “no adverse objection” to the Scheme of Capital Reduction.

28) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future during the year under review.

29) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate and proper internal financial controls with reference to the Financial Statements during the year under review.

30) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

No related party transaction has been entered into during the financial year. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

31) PUBLIC DEPOSIT:

During the year under review the Company has not accepted any deposits to which the provisions of section 73, 74 of the Companies Act, 2013 read with Acceptance of Deposits Rules, 2014 as amended are applicable.

32) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

No loans, guarantees or investment under Section 186 of the Companies Act, 2013 have been given by the company during the year under review.

33) CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has been proactive in the following principles and practices of good corporate governance. A report in line with the requirements of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report on Management Discussion and Analysis and the Corporate Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory requirements are given as an “Annexure B & C” respectively to this report.

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.

As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditor’s Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.

34) PARTICULARS OF EMPLOYEES & EMPLOYEE REMUNERATION:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as “Annexure- D” to the Board’s report.

None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per annum and Rs.8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

35) EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company’s vision and strategy to deliver good performance.

36) DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended 31^st March, 2025. This is also being supported by the Independent Auditor’s Report submitted by the Statutory Auditors of the Company stating that as no fraud has been reported for the financial year ending 31^st March, 2025.

37) OBLIGATION OF COMPANY UNDER 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 policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2024-25, the company has not received any complaints on sexual harassment and hence no complaints are pending as on 31^st March, 2025.

38) MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

39) CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is Nil.

40) CORPORATE SOCIAL RESPONSILIBILTY (CSR):

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the company and the Company does not fall under Category of Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

41) DIRECTOR’S RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) That in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That such accounting policies have been selected and applied consistently and judgment and estimates have been made 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 of the Company for the year ended on that date;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

42) SECRETARIAL STANDARDS:

The Director’s State that applicable Secretarial Standards i.e., SS-1 and SS-2 relating to ‘Meetings of the Board of Directors’ and General Meetings’, respectively, have been duly followed by the Company for the year review.

43) LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2024-2025 to BSE where the Company’s Shares are listed.

44) PREVENTION OF INSIDER TRADING:

In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulation, 2015 which came into effect from May, 2015. Pursuant thereto, the Company has formulated and adopted a new code for Prevention of Insider Trading.

The New Code viz. “Code of Internal Procedures and Conduct for regulating, monitoring and reporting of Trading by Insiders” and “Code of Practices and Procedures for fair Disclosure of Unpublished Price Sensitive Information” has been framed and adopted. The Code requires pre-clearance for dealing in the Company’s shares and prohibits purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company is Responsible for implementation of the Code.

45) ACKNOWLEDGEMENTS:

The management is grateful to the Government Authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

The Directors took pleasure in presenting the 45^th Annual Report of the Company together with the Audited Statements of Accounts for the financial year ended March 31, 2024.

1) FINANCIAL RESULTS

The Company’s financial performance for the year under review along with previous year figures is given hereunder:

2) BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF COMPANY’S AFFAIR:

During the year under review, even in the mid of sluggish market condition, the company has incurred as loss of 3.48 lacs and against net profit of 0.59 Lacs in the previous financial year 2022-23.

3) CHANGE IN THE NATURE OF BUSINESS:

The Company is engaged in the business of trading of Chemical and Agriculture Produce. There was no change in the nature of the business of the Company during the year under review.

4) DIVIDEND:

The Company has not declared any dividend for the year under review.

5) TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The company does not have any amount which is required to be transferred to the Investor Education and Protection Fund (IEPF).

6) TRANSFER TO RESERVES:

The loss of Rs. 3.48 lacs incurred during the financial year 2023-2024. Hence, no amount has been transferred to the General Reserve.

7) CHANGES IN SHARE CAPITAL:

The Issued, Subscribed and Paid-up Equity Share Capital as on March 31, 2024 was Rs. 107,322,720/-

During the year under review, the company has not changed its capital.

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options:

During the year under review, the Company has not issued any sweat equity shares.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence, the details under rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

8) FINANCE:

The Company has not borrowed loan from any Banks or Financial Institutions during the year under review.

9) DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:

The Company does not have any shares in the Demat suspense account or Unclaimed suspense account. Hence, Disclosures with respect to Demat suspense account or Unclaimed suspense account are not required to be mentioned here.

10) MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:a) Key Managerial Personnel:

The following are the Key Managerial Personnels of the Company as at 31^st March, 2024:

c) Appointment/Re-appointment

During the year under review, Mr. Manthan Bhavsar (DIN: 05208214), Managing Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment. Moreover,

appointment of Additional Director, Mrs. Bhoomiben Patel (DIN: 08316893), has been regularized at the Annual General Meeting held on September 16, 2023. Further, appointment of Additional Director, Mrs. Sonal Gandhi (DIN: 07351479), has been regularized at the Annual General Meeting held on September 16, 2023. Furthermore, appointment of Additional Executive Director, Mr. Rohitkumar Parikh (DIN: 07394964), was regularized by postal ballot dated, February 29^th, 2024. Lastly, Mr. Rohitkumar Parikh (DIN: 07394964) was appointed as Managing Director of the Company by the shareholders with effect from February 29^th, 2024.

d) Changes in Directors and Key Managerial Personnel

During the year under review the following Directors and Key Managerial Personnel were appointed and resigned:

*Resignation of Mr. Hiten Manilal Shah as an Independent Director of the Company, with effect from August 18,

2023

@Resignation of Mrs. Rima Nanavati as an Independent Director of the Company, with effect from August 18, 2023.

&Resignation of Mr. Jitendra Sharma as Chief Financial Officer of the Company, with effect from November 02, 2023.

Resignation of Mr. Rohitkumar Parikh as an Independent Director of the Company, with effect from January 19,

2024

Appointment of Mrs. Bhoomiben Patel (DIN: 08316893) as an Additional (Non-Executive Independent) Director of the Company with effect from, August 18, 2023.

"Appointment of Mrs. Sonal Gandhi (DIN: 07351479) as an Additional (Non-Executive Independent) Director of the Company with effect from, August 18, 2023.

Appointment of Mr. Ganesh Thakor as a Chief Financial Officer of the Company, with effect from November 02,

2023.

"Appointment of Mr. Rohitkumar Parikh as a Managing Director of the Company, with effect from January 19,

2024.

11) NUMBER OF MEETINGS OF BOARD OF DIRECTORS:

The meetings of the Board of Directors are held at periodical intervals and are generally at the registered office of the Company, Ahmedabad. The meeting dates are decided well in advance and the agenda and notes on agenda are circulated in advance to the directors. All material information is incorporated in the notes on agenda for facilitating meaningful and focused discussion at the meeting. Where it is not perusable to attach supporting or relevant documents to the agendas, the same is tabled before the meeting. In case of business exigencies or urgency of matters, resolutions are passed by circulation. Senior Management persons are often invited to attend the Board Meetings and provide clarifications as and when required.

During the year 2023-24, 09 (nine) Board Meetings were convened and duly held on:

The Independent Directors’ Meeting was held on March 28, 2024.

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

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees.

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

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

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

13) REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company does not have Subsidiaries, Associate and Joint Venture Companies. Hence, details for the same are not required to be mentioned here.

14) CHANGE OF NAME:

The Company has not changed its name during the year under review.

15) STATUTORY AUDITORS:

In terms of Section 139 of the Companies Act, 2013, M/s Aniket Goyal & Associates, Chartered Accountants, Ahmedabad (Membership No.-423707, FRN:022331C) were appointed as the Statutory Auditors of the company by the board of directors of the Company in a duly convened board meeting held on 19th January, 2024 to hold office upto the conclusion of the next Annual General Meeting to be held in 2024 and that they shall conduct the Statutory Audit for the financial year ending on 31st March, 2024 at a remuneration as may be decided by the shareholders of the Company. Its appointment has been confirmed by shareholders by way of special resolution passed via postal ballot on 29th February, 2024.

Further, CA Sanket Shah (Membership No. 150873), Statutory Auditor resigned during the year with effect from January 19, 2024 due to severe health issues.

Furthermore, M/s. Meet Shah & Associates., Chartered Accountants, Ahmedabad (Firm Registration No.: 169259) has been appointed by the Board of Directors at their meeting held on May 29, 2024 as Statutory Auditors of the Company to hold the office from the conclusion of the 45th Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company to be held in the year 2027 at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors, in place of M/s. Aniket Goyal & Associates, Chartered Accountants, (Firm’s Registration No. 022331C), the retiring statutory auditors. The Board further recommends the appointment of M/s. Meet Shah & Associates., Chartered Accountants, Ahmedabad (Firm Registration No.: 169259) to the shareholders.

16) COST AUDITORS:

The Company is not require to appoint the Cost Auditors pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, since, the said provisions and rules of cost audit is not applicable to the Company.

17) SECRETARIAL AUDIT REPORT:

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 has appointed CS Rupal Patel Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as “Annexure -A”.

Reply to the qualification Remarks in Secretarial Audit Report:

1. Though the Company has not published notice for Financial Results, as required under Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, the company has uploaded the same on Website of the company and also submitted to BSE Limited.

18) RESPONSE TO AUDITOR’S REMARKS:

There were no qualifications, reservations or adverse remarks made by Auditors in their respective reports. Observation made by the Statutory Auditors in their Report are self-explanatory and therefore, do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.

19) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of self certification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

20) AUDIT COMMITTEE:

In accordance with the provisions of section 177 of the Companies Act, 2013, the Board of Directors has constituted the Audit Committee of the Company for reviewing of quarterly, half-yearly and annual financial statements before submission to the Board, ensure compliance of internal control systems and internal audit, timely payment of statutory dues and other matters.

During the year under review, the Audit Committee met 4 (four) times during the year on 24/04/2023, 13/07/2023, 02/11/2023 and 19/01/2024. The composition of committee and attendance at its meetings is given below:

21) VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http ://www. saptakchem. com.

22) NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the company have constituted a Nomination & Remuneration Committee of Directors mainly for the purposes of recommending the Company’s policy on Remuneration for the Managing/Executive Directors, reviewing the structure, design and implementation of remuneration policy in respect of key management personnel.

The Nomination & Remuneration Committee consisted of 3 (Three) Directors. During the year, 05 (five) committee meetings were held during the year on 13/07/2023, 18/08/2023, 19/08/2023 02/11/2023 and 19/01/2024. The Attendance of Members at meetings was as under:

The Board has, on the recommendation of the Nomination and Remuneration Committee, as per the policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration has recommended the appointment and remuneration of Directors, Key Managerial Personnel and Senior Management. The Remuneration Policy is also available on the Company’s website at http ://www. saptakchem. com.

23) STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee consisted of 3 Directors. During the year under review, 4 meetings of the committee were held on 07/04/2023, 10/07/2023, 11/10/2023 and 04/01/2024. The name of members, Chairman and their attendance at the Stakeholders Relationship Committee are as under Committee of Board:

The status of shareholders’ complaints received so far/number not solved to the satisfaction of shareholders/number of pending share transfer transactions (as on March 31, 2024 is given below): -

Compliance Officer:

Mrs. Meera Panchal, Compliance Officer of the company for the purpose of complying with various provisions of Securities and Exchange Board of India (SEBI), Listing Agreement with Stock Exchanges, Registrar of Companies and for monitoring the share transfer process etc.

a) Share Transfer System:

Requests for dematerialization of physical shares are processed and completed within a period of 21 days from the date of receipt, provided they are in order in every respect. Bad deliveries are immediately returned to Depository Participants under advice to the Members.

However, as per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not be processed from April 1, 2020 unless the securities are held in the dematerialized form with the depositories. Therefore, Shareholders are requested to take action to dematerialize the Equity Shares of the Company.

24) STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

Risk management is embedded in your company’s operating framework. Your company believes that managing risk helps in maximizing returns. The company’s approach to addressing business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the company is exposed to are:

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The company proactively manages these risks through forward booking, Inventory management and proactive vendor development practices. The Company’s reputation for quality, product differentiation and service, coupled with existence of powerful brand image with robust marketing network mitigation the impact the impact of price risk on finished goods.

Regulatory Risks

The company is exposed to risks attached to various statues and regulations including the company Act. The company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. The company has initialed various measures including rolling out strategic talent management system, training and integration of learning and development activities.

Strategic Risks

Emerging businesses, capital expenditure for capacity expansion, etc., are normal strategic risk faced by the company. However, the company has well-defined processes and procedures for obtaining approvals for investments in new business and capacity expansion etc.

25) EXTRACT OF ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the Draft Annual Return of the Company for the Financial Year ended on 31 March 2024 in Form MGT-7 is uploaded on website of the Company and can be accessed at www. saptakchem. com

26) 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:

The company has made an application to BSE Limited (“Designated Stock Exchange”) for Reduction of Capital which was duly approved by it’s Audit Committee and the Board of Directors in their meeting held on January 19, 2024.

BSE Limited in it’s observation letter dated May 02, 2024 has approved the said application with “no adverse objection” to the Scheme of Capital Reduction.

27) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There is no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future during the year under review.

28) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate and proper internal financial controls with reference to the Financial Statements during the year under review.

29) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

No related party transaction has been entered into during the financial year. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

30) PUBLIC DEPOSIT:

During the year under review the Company has not accepted any deposits to which the provisions of section 73, 74 of the Companies Act, 2013 read with Acceptance of Deposits Rules, 2014 as amended are applicable.

31) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

No loans, guarantees or investment under Section 186 of the Companies Act, 2013 have been given by the company during the year under reveiw.

32) CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has been proactive in the following principles and practices of good corporate governance. A report in line with the requirements of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report on Management Discussion and Analysis and the Corporate Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory requirements are given as an “Annexure B & C” respectively to this report.

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.

As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditor’s Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.

33) PARTICULARS OF EMPLOYEES & EMPLOYEE REMUNERATION:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as “Annexure- D” to the Board’s report.

None of the employees of the Company drew remuneration of Rs. 1,02,00,000/- or more per annum and Rs.8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

34) EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company’s vision and strategy to deliver good performance.

35) DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the Financial Year ended 31^st March, 2024. This is also being supported by the Independent Auditor’s Report submitted by the Statutory Auditors of the Company stating that as no fraud has been reported for the financial year ending 31^st March, 2024.

36) OBLIGATION OF COMPANY UNDER 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 policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2023-24, the company has not received any complaints on sexual harassment and hence no complaints are pending as on 31^st March, 2024.

37) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is Nil.

38) CORPORATE SOCIAL RESPON STLTBILTY (CSR):

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the company and the Company does not fall under Category of Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014.

39) DIRECTOR’S RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) That in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That such accounting policies have been selected and applied consistently and judgment and estimates have been made 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 of the Company for the year ended on that date;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

40) SECRETARIAL STANDARDS:

The Director’s State that applicable Secretarial Standards i.e., SS-1 and SS-2 relating to ‘Meetings of the Board of Directors’ and General Meetings’, respectively, have been duly followed by the Company for the year review.

41) LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-2024 to BSE where the Company’s Shares are listed.

42) PREVENTION OF INSIDER TRADING:

In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulation, 2015 which came into effect

from May, 2015. Pursuant thereto, the Company has formulated and adopted a new code for Prevention of Insider Trading.

The New Code viz. “Code of Internal Procedures and Conduct for regulating, monitoring and reporting of Trading by Insiders” and “Code of Practices and Procedures for fair Disclosure of Unpublished Price Sensitive Information” has been framed and adopted. The Code requires pre-clearance for dealing in the Company’s shares and prohibits purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company is Responsible for implementation of the Code.

43) ACKNOWLEDGEMENTS:

The management is grateful to the Government Authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.