Your Board of Directors are pleased to present the 38^th Annual Report on the business and financial operations of your
company together with the Audited Financial Statements for the Financial Year ended on March 31, 2025.

A. FINANCIAL PERFORMANCE

The financial statements of the Company are in accordance with the Indian Accounting Standards - IND AS and as per
the provision of Section 133 of the Companies Act, 2013 (the ‘Act’) read with Companies (Accounts) Rules, 2014 and
amendments thereof. The standalone financial highlights of the Company for the financial year ended 31st March, 2025
are summarized below:

Notes-The figures mentioned in the table above are extractedfrom the financials of the Company.

BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR OF COMPANY’S
AFFAIR

During the year under review the total income was Rs. 10.00 Lacs as compared to Rs. 20.40 Lacs of the previous Year
2023-24. After making all necessary provisions for current year and after taking into account the current year net profit
and total provisions for taxation, the surplus carried to Balance Sheet is Rs. (104.17) Lacs. The Promoters, Board of
Directors and entire management team are putting their stern effort to come out from the adverse financial
circumstances and to achieve targeted turnover in the segment of agriculture projects.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company during the financial year under review.

DIVIDEND

The Board of Directors of the Company do not recommend any dividend for the Financial Year ended on March 31,
2025.

CAPITAL STRUCTURE

The issued, subscribed and paid- up Equity Share Capital of the Company is 'Rs. 2,92,72,000/- comprising of
29,27,200 Equity Shares of ' 10/- each.

Further, during the year under review, your Company has neither issued any shares with differential voting rights nor
has granted any sweat equity shares.

Authorized Share Capital - Rs. 3,50,00,000/-.

AMOUNT TO BE TRANSFERED TO RESERVE

The Board of your Company does not propose to transfer any amount to the General Reserve and has decided to retain
the entire amount of profit for the Financial Year 2024-2025 in the profit and loss account.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act,
2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal
or interest on deposits from public was outstanding as on the date of the March 31, 2025. The Company has not
received any unsecured loan from director during the financial year.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

There were no funds which were required to be transferred to Investor Education and Protection Fund.

SUBSIDIARY AND ASSOCIATES COMPANIES

The Company does not have any Subsidiary or Associate Company.

PAYMENT OF LISTING FEES

Annual listing fee for the year 2025-2026 has been paid by the Company to BSE Limited where the shares of the
Company are listed.

INDIAN ACCOUNTING STANDARDS (IND AS)

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (“Ind AS”)
from 1st April, 2017. The financial statements of the Company for the financial year 2024-2025 have been prepared in
accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian
Accounting Standards) Rules, 2015 and the other recognized accounting practices and policies to the extent applicable.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Re-appointment of Director

Mr. Samyak Jain (DIN: 09234890), Non-Executive Director of the Company retires by rotation in accordance with the
provisions of the Articles of Association of the Company and being eligible offer himself for re-appointment.

A resolution seeking Shareholders’ approval for her re-appointment along with other required details forms part of the
Notice.

Details of Director seeking re-appointment as required under the Listing Regulations are provided in the Notice forming
part of this Annual Report. Re-appointment of Mr. Samyak Jain (DIN: 09234890) is appropriate and in the best interest

of the Company.

Further during the year under preview following Director and Key Managerial Personnel have been appointed .

During the year, Mr. Hargovindbhai Parsottambhai Sutaria, Director of Company, has been appointed as Managing
Director w.e.f. 10.03.2025 and he resigned on 11.03.2025 from the directorship as well as Managing Directorship of the
Company.

Swapnil Rathi, Mrs. Garima Mahajan and Mohd Tarique hav been appointed as additional independent directors w.e.f.
06.09.2025 by the Board. The Board proposes to appoint them as directors of the Company.

During the year under preview and after closure of financial year following Director and Key Managerial Personnel have
been resigned from their post.

Following are the Directors as on the date of this report:

DECLARATION BY DIRECTORS

During the year, declarations received from the Directors of the Company pursuant to Section 164 of the Companies

Act, 2013. Board appraised the same and found that none of the director is disqualified holding office as director.
DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations under section 149(7) that they meet the criteria of independence as
laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent
Directors of the Company have registered themselves with the India Institute of Corporate Affairs (IICA) and have
included their names in the databank of Independent Directors within the statutory timeline. They have also confirmed
that they will appear for the online proficiency test, wherever applicable.

INDEPENDENT DIRECTORS’ MEETING

The Independent Directors of the Company met on 19^th March, 2025, pursuant to Schedule IV of the Act and
Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements), 2015, as amended and all Independent
Directors were present to inter alia discuss the following:

Reviewed the performance of non-independent directors and the Board as a whole; Reviewed the performance of the
Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

Assessed the quality, quantity and timeliness of flow of information between the Company management and the Board
that is necessary for the Board to effectively and reasonably perform their duties .

KEY MANAGERIAL PERSONNEL

Pursuant to Section 2(51) and Section 203 of the Act read with Rule 8 of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, (as amended), company is having following Key Managerial Personnel (KMP)
of the Company as on 31^st March, 2025:

^A Appointed on 22.02.2025

* Appointed on 24.04.2024 and Resigned w.e.f. 06.05.2025

# Resigned w.e.f. 25.08.2025

During the year, Mr. Hargovindbhai Parsottambhai Sutaria, Director of Company, has been appointed as Managing
Director w.e.f. 10.03.2025 and he resigned on 11.03.2025 from the directorship as well as Managing Directorship of the
Company. Mr. Utpalbhai Dineshbhai Raval resigned as Managing Director w.e.f. 10.03.2025

LISTING STATUS

The equity shares are listed on BSE Limited. We ensuring continued listing and trading. Our commitment to
regulatory compliance and good governance remains steadfast as we maintain a strong relationship with the stock
exchange.

COMMITTEES OF THE BOARD:

In compliance with both the mandatory and non-mandatory requirements under the SEBI (Listing Obligations and
Disclosure requirements) Regulations 2015, as amended and as mandated under the provisions of the Companies Act,
2013, the Board has constituted the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

The elaborated details of Board Committees are as follows:

Audit Committee:

The Details of Audit Committee for the year 2024-25 is as mentioned below:

a) Members of Committee:

The Composition of Audit Committee as on 31.03.2025 is as under:

ii. Changes, if any, in accounting policies and practices and reasons for the same,

iii. Major accounting entries involving estimates based on the exercise of judgment by
management,

iv. Significant adjustments made in the financial statements arising out of audit findings,

v. Compliance with listing and other legal requirements relating to financial statements,

vi. Disclosure of any related party transactions,

vii. Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the board
for approval;

6. Reviewing, with the management, the statement of uses/application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes
other than those stated in the offer document/ prospectus/notice and the report submitted by the
monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making
appropriate recommendations to the board to take up steps in this matter;

7. Review and monitor the auditors’ independence and performance, and effectiveness of audit
process;

8. Approval or any subsequent modification of transactions of the Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the
internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit
as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the Whistle Blower mechanism;

19. Approval of appointment of CFO;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;

21. Management discussion and analysis of financial condition and results of operations;

22. Statement of significant related party transactions (as defined by the audit committee), submitted by
management;

23. Transactions done with promoter or promoter group holding 20% or more of Equity or Preference
share capital will require prior approval of audit committee;

24. Disclosures of transactions of the listed entity with any person or entity belonging to the
promoter/promoter group which holds 10% or more shareholding in the listed entity;

25. Management letters / letters of internal control weaknesses issued by the statutory auditors;

26. Internal audit reports relating to internal control weaknesses;

27. Establish a vigil mechanism for directors and employees to report genuine concerns in such manner
as may be prescribed;

28. The Audit Committee may call for the comments of the auditors about internal control systems, the
scope of audit, including the observations of the auditors and review of financial statement before
their submission to the Board and may also discuss any related issues with the internal and statutory
auditors and the management of the Company.

The terms of reference specified by the Board to the audit committee are as contained under Regulation 18
of the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, as amended read with
Section 177 of the Companies Act, 2013.

Nomination And Remuneration Committee:

The Details of Nomination and Remuneration Committee for the year 2024-25 is as mentioned below:

a) Members of Committee:

The Composition of Nomination and Remuneration Committee as on 31.03.2025 is as under:

appointment and removal.

5. whether to extend or continue the term of appointment of the Independent Director, on the basis of the
report of performance evaluation of Independent Director.

6. recommend the Board, all remuneration, in whatever form, payable to Senior management.

7. make recommendations to the Board on the appointment of new Executive and Non-Executive
Directors, Key Managerial Personnel and other employees;

8. review the Board structure, size and composition, having regard to the principles of the Code;

9. assess nominees or candidates for appointment or election to the Board, determining whether or not such
nominee has the requisite qualifications and whether or not he/she is independent;

10. put in place plans for succession, in particular, for the Chairman of the Board and Chief Executive
Officer of the Company;

11. make recommendations to the Board for the continuation in services of any Executive Director who has
reached the age of 70 (Seventy) years;

12. recommend Directors who are retiring by rotation to be put forward for re-election;

13. decide whether or not a Director is able to and has been adequately carrying out his duties as a Director
of the Company, particularly when he has multiple Board representations;

14. recommend to the Board internal guidelines to address the competing time commitments faced by
Directors who serve on multiple boards;

15. qualifications, positive attributes and independence of a Director; for evaluation of performance of
Independent Directors and the Board of Directors;

16. recommend to the Board a framework of remuneration and specific remuneration packages for all
Directors of the Company, Key Managerial Personnel (KMP) and other Senior Management Personnel;

17. review the service contracts of the Executive Directors;

18. carry out its duties in the manner that it deems expedient, subject always to any regulations or
restrictions that may be imposed upon the NRC by the Board of Directors from time to time;

19. reviewing and enhancing on the compensation structure to incentive performance base for key
executives;

20. ensure that the remuneration packages are comparable within the industry and comparable Companies
and include a performance-related element coupled with appropriate and meaningful measures of
assessing individual Executive Director’s performance.

21. facilitate the transparency, accountability and reasonableness of the remuneration of Director and Senior
Management Personnel.

22. recommend to the Board a framework of remuneration for the Directors,

23. all aspects of remuneration, including but not limited to Directors’ fees, salaries, allowances, bonuses,
options and benefits-in-kind shall be covered by the Nomination and Remuneration Committee.

a. The details relating to remuneration of Directors, as required under SEBI (Listing Obligations and
Disclosure requirements) Regulations, 2015, as amended have been given under a separate heading,
viz. ‘Statement of Disclosure of Remuneration’ in this report.

b. Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by the Nomination and
Remuneration Committee on the basis of following criteria:

i. Qualification

ii. Experience

iii. Knowledge and Competency

iv. Fulfillment of functions and integrity including adherence to the Code of Conduct and Code of Independent
Directors of the Company, safeguarding of the confidential information and the interest of Whistle Blowers
under Vigil Mechanism, compliance with the policies and disclosure of interest and fulfillment of other
obligations imposed by the Law

v. Contribution and Initiative

vi. Availability, attendance, participation and ability to function as a team

vii. Commitment

viii. Independence

ix. Independent views and judgment and Guidance/ support to Management outside board

The search and nomination process for new Directors are through database of Independent Directors,
personal contacts and recommendations of the Director. NRC reviews and assess candidates before making
recommendation to the Board.

NRC also take the lead in identifying, evaluating and selecting suitable candidate for new Directorship. In
its search and selection process, NRC considers factors such as commitment and the ability of the
prospective candidate to contribute to discussions, deliberations and activities of the Board and Board
Committees.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Details of Stakeholders Relationship Committee for the year 2024-25 is as mentioned below:
a) Members of Committee:

The Composition of Stakeholders Relationship Committee as on 31.03.2025 is as under:

The status of shareholders’ complaints during the year under review (March 31, 2025) is given below: -

a) Brief terms of reference:

The Stakeholder’s Grievance & Relationship Committee specifically look into various aspects of interest of
shareholders, debenture holders and other security holder pertaining to the requests/complaints of the
shareholders related to transfer of shares, dematerialization of shares, non-receipt of annual accounts, non¬
receipt of dividend or revalidation of expired dividend warrants, recording the change of address,
nomination, etc. The role of the Stakeholders’ Relationship Committee has been specified in Part D of the
Schedule II of the Listing Regulations. It covers as under:

1. Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue
of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar& Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders of the company.

GENRAL MEETINGS

During the year 2024-25 Company has convened its 37^th Annual General Meeting on Saturday, September 28, 2024 at
12.00 p.m. through VC/OAVM.

Further, an Extra Ordinary General Meeting on the Requisition of Shareholder as per Section 100 of the Companies
Act, 2013 also convened and following are the details of such meeting:

On 25^th November 2024, Shaba Securities and Finin Services Private Limited, a shareholder holding 33.57% of the paid-
up share capital of Satiate Agril Limited, issued a requisition notice under Sections 100 and 160 of the Companies Act,
2013, proposing changes to the Board of Directors. The proposals included the appointment of Mr. Sudhir Jain as
Chairman and Managing Director, Mr. Kailash Chand Dhaksiya, and Mr. Samyak Jain as Non-Executive Non¬
Independent Directors, along with the removal of Mr. Utpalbhai D. Raval (Managing Director), Mr. Hargovindbhai
Sutariya (Executive Director), Mr. Pulkit Raghav, and Mrs. Pushpaben Patel (both Non-Executive Independent
Directors).

Due to the Company’s (Board of Directors) failure to act on the requisition within the statutory timeframe, the
requisitionist convened the Extraordinary General Meeting (EGM) independently and issued a fresh EGM notice dated
27^th January 2025, keeping the same agenda. The EGM was held on 22^nd February 2025, from 5:00 PM to 5:50 PM, at
101, Rajani Bhawan, Indore, Madhya Pradesh, and also via virtual conferencing. Mr. Ajit Jain, Practicing Company
Secretary, was appointed as the Scrutinizer. All seven resolutions proposed in the notice were duly passed with requisite
majority.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

On their appointment, Independent Directors are familiarized about the Company’s business and operations.
Interactions with senior executives are facilitated to gather insight specific to the Company’s operations. Detailed
presentations are made available to apprise about Company’s history, of their duties and responsibilities, rights, process
of appointment and evaluation, compensation, Board and Committee procedures and expectation of various
stakeholders. The details of familiarization programs as above are also disclosed on the website of the Company at the
link satiateagri.com

INFORMATION REGARDING EMPLOYEES AND RELATED DISCLOSURES:

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- A” 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

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy, apart from
other Board businesses. The Board exhibits strong operational oversight with regular business presentations at
meetings. Only in the case of special and urgent business, should the need arise, Board’s approval is taken either by¬
passing resolutions through circulation or convening meetings at shorter notice, as permitted by the law.

During the Financial Year under review, the Board met 15 (Fifteen) times on 24^th April, 2024; 06^th May, 2025, 27^th
May, 2024; 19^th July, 2024, 14^th August, 2024, 05^th September, 2024, 14^th October,2024, 19^th October, 2024, 11^th

November, 2024, 13^th November, 2024, 15^th November, 2024 , 14^th February,2025 , 05^th March, 2025,10^th March,
2025 and 12^th March, 2025.The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 and Secretarial Standard-1 on Meetings of Board of Directors issued by the Institute of
Company Secretaries of India.

The names of members of the Board and their attendance at the Board Meetings are as under:

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

During the Company has Internal Financial Control with reference to the Financial Statements, the new management is
taking many steps to make Internal Financial Control more strong, adequate and proper.

CORPORATE SOCIAL RESPONSIBILITY

For the year under review the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 and the
Companies (Corporate Social Responsibility Policy) Rules 2014, are not applicable to the Company and hence the
Company has not constituted Corporate Social Responsibility (CSR) Committee and formulated Corporate Social
Responsibility Policy (CSR Policy).

STATUTORY AUDITORS AND STATUTORY AUDIT REPORT

AAAM and CO LLP, Chartered Accountants having registration number 008113C/C400292, had been appointed as
statutory auditor of the company for a first term of 5 (five) years in the 37th Annual General Meeting held for financial
year 2023-2024 on 28th September, 2024, however the statutory auditor vide its letter dated 15.05.2025, expressed
their unwillingness to continue as the Statutory Auditors of the Company due to demerger of their firm.

The Board of Directors of the Company on the recommendation of the Audit Committee, have recommended the
appointment of M/s. S. N. Gadiya & Co. Chartered Accountants, (Firm Registration No. 02052C), as the
Statutory Auditors of the Company to the Members at the 38^th Annual General Meeting of the Company for an initial
term of 5 years till the conclusion of 43^rd Annual General Meeting of the Company pursuant to Section 139 of the
Companies Act, 2013, forms part of the Notice calling 38^th Annual General Meeting of the Company. In this regard,
the Company has received a certificate to the effect that they satisfy the criteria provided under Section 141 of the Act
and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed
thereunder.

The notes referred to by the Auditors in their Report are self explanatory and hence do not require any explanation.
Further, there was no fraud in the Company, which was required to report by statutory auditors of the Company under
sub-section (12) of Section 143 of Companies Act, 2013

REPORTING OF FRAUD BY AUDITORS

During the period under review, the Statutory Auditors have not reported under Section 143(12) of the Companies Act,
2013, any instances of fraud committed against the Company, the details of which need to be mentioned in the Board’s
Report.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has
appointed M/s. Ajit Jain & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for
the financial year 2024-2025.

M/s. Ajit Jain & Co.,, Practicing Company Secretaries, Secretarial Auditors, is proposed to be appointed on the basis
of recommendation of Board of Directors as the Secretarial Auditors of the Company from the conclusion of this 38^th
Annual General Meeting till the conclusion of 43^rd Annual General Meeting of the Company pursuant to the
provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended and Section 204 of the Companies Act, 2013 and rules made thereunder, subject to approval of shareholder
of the company in the 38^th Annual General Meeting of the Company. Written consent of the Secretarial Auditors and
confirmation to the effect that they are eligible and not disqualified to be appointed as the Auditors of the Company in
the terms of the provisions of the Listing Regulations, the Companies Act, 2013 and the rules made thereunder.

SECRETARIAL AUDIT REPORT:

Section 204 of the Companies Act, 2013 inter-alia requires every listed Company to undertake a Secretarial Audit and
shall annex with its Board's Report a Secretarial Audit Report given by a Company Secretary in practice in the
prescribed form.

Your Company has adopted an ongoing secretarial audit practice throughout the financial year and has placed its
periodic secretarial audit report before the Board. This approach has resulted in detecting areas of improvement early
and strengthened our level of compliance reporting.

The Secretarial Audit Report for the financial year 2024-2025 is annexed herewith as “Annexure B” forming part of
this report.

The comments referred by the Secretarial Auditors in their Report are self explanatory except the following:

DISTRIBUTION OF EQUITY SHAREHOLDING AND ITS PATTERN

Distribution of Equity Shareholding and its pattern as on 31st March, 2025 is as under:

Status of dematerialization of shares

The breakup of the equity shares held in dematerialized and physical form as on March 31, 2025 is as follows:

PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the code as per SEBI (Prohibition of Insider Trading) Regulations, 2015, as
amended from time to time; The Details of the said code is available on website of the Company.

ANNUAL RETURN

Pursuant to section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the draft Annual Return of the Company for the financial year ended
on March 31, 2025 in the prescribed Form MGT-7 is available on the Company’s website at satiateagri.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUT-GO

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

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

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

Your Company is an equal opportunity employer and is committed to ensuring that the work environment at all its
locations is conducive to fair, safe and harmonious relations between employees. It strongly believes in upholding the
dignity of all its employees, irrespective of their gender or seniority. Discrimination and harassment of any type are
strictly prohibited.

In accordance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the
Company has formed an Anti-Sexual Harassment Policy and has complied with provisions relating to the constitution
of Internal Committee. This policy offers comprehensive protection to all the employees (permanent, Contractual,
temporary and trainees). The Internal Complaints Committee redresses the complaints pertaining to sexual harassment
and any complaint which is received by the Committee is dealt with appropriate sensitivity and confidentiality in the
most judicious and unbiased manner within the time frame as prescribed by the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and addressed by the Company during the
Financial Year 2024-25:

• No. of complaints at the beginning of the year: Nil

• No. of complaints received during the year: Nil

• No. of complaints disposed of during the year: Nil

• No. of complaints at the end of the year: Nil

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

Pursuant to the provisions of the Companies (Accounts) Rules, 2014, the Company confirms compliance with the
applicable provisions of the Maternity Benefit Act, 1961 including but not limited paid maternity leave and nursing
breaks, work from home provisions(where applicable), creche facility (where required) and protection against
dismissal during maternity leave.

The Company is deeply committed to promoting women’s empowerment through progressive policies, leadership
opportunities, and continuous support for work-life balance. Regular reviews ensure that our practices align with both
legal standards and our core values of equality and inclusivity to fostering a compliant, equitable and employee-
friendly environment in line with intent and spirit of the Maternity Benefit Act, 1961.

RISK MANAGEMENT

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

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE
ACCOUNT

LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

The Company has not given any loans, made investment or given guarantee or security in violation of Section 186 of the
Act, during FY 2024-25.

CHANGE IN REGISTRED OFFICE

The Company has changed its registered office from ‘Cabin No. 1, Shop No. 6, Scheme No-71,Sec C Vikram Squre,
Indore, Sudama Nagar, Indore, Madhya Pradesh, India, 452009’ to ‘31 SNEH NAGAR, F. NO. 18 VATSALAY
CHAMBER, Indore G.P.O., Indore, Indore, Madhya Pradesh, India, 452001’ w.e.f. 02.09.2025.

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 the business. There are no materially significant related party transactions made by the

Company with the related parties and/or Promoters, Key Managerial Personnel or other designated persons which may
have potential conflict with interest of the Company at large.

The Related Party Transactions are placed before the Audit Committee for review and approval as per the terms of the
Policy for dealing with Related Parties. Prior omnibus approval of the Audit Committee is obtained on a quarterly
basis for transactions which are foreseen and of repetitive nature. The statement containing the nature and value of the
transactions entered into during the quarter is presented at every subsequent Audit Committee meeting by the CFO for
the review and approval by the Committee. Further, transactions proposed in subsequent quarter are also presented.
Besides, the Related Party Transactions are also reviewed by the Board on an annual basis. Disclosure of particulars of
contracts/arrangements entered into by the Company with related parties referred to in section 188(1) of the Companies
Act, 2013 as required under Form AOC-2 is not applicable to the company.

Further all the necessary details of transactions entered with the related parties are mentioned in the Note No. 24 of the
Financial Statements for the Financial Year ended on March 31, 2025.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India. The Board has implemented a robust system to ensure ongoing compliance with the provisions of all applicable
Secretarial Standards and that such systems are adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

During the period under review, no significant and material orders have been passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company and its future operations.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

As per Section 177(9) of the Companies Act, 2013 and Listing Regulation the Company is required to establish an
effective Vigil Mechanism for Directors and employees to report genuine concerns about unethical behavior, actual or
suspected fraud or violation of the Company’s Code of Conduct.

The Company as part of the ‘vigil mechanism’ has in place a Board approved ‘Whistle Blower Policy’ to ensure that
genuine concerns are properly raised and addressed and recognized as an enabling factor in administrating good
governance practices. The Whistle Blower Policy has been placed on the website of the Company and can be accessed
at satiateagri.com.

This vigil mechanism of the Company is overseen by the Ethics Officer and provides adequate safeguard against
victimization of employees and directors and also provides direct access to the Ethics Officer in exceptional
circumstances. Further, no personnel have been denied access to the Ethics Officer.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the Financial Year under review, the Company has neither made any application nor any proceeding is pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

HUMAN RESOURCES

The Company believes that its employees are its biggest asset. The workforce at the Company has a right blend of
youth and experience and the success of organization is based on the capabilities, passion and integrity of its people.
The Company continues to attract and retain talent that focuses on sustained superior performance, provide them
opportunities to learn, realize their true potential and contribute positively to the success of the Company.

ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS/SWEAT EQUITY SHARES/
EMPLOYEE STOCK OPTION SCHEME

At the beginning of the year, there were no Equity shares with differential voting rights or sweat equity shares or

employee stock option scheme outstanding.

During the year, the Company has not issued any equity shares with differential voting rights or sweat equity shares or
shares under employee stock option scheme. Hence, disclosures regarding the same are not required to be given.

CORPORATE GOVENRANCE REPORT:

The compliance with the Corporate Governance provisions as specified in regulations 17 to 27 and Clause (b) to (i) of
Sub- regulation (2) of regulation 46 and para-C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015 is not applicable to your Company. Accordingly, the information required under
said clauses are not furnished hereafter.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 (Listing Regulations) is attached as Annexure D forming part of this
Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135(1) of the of the Companies Act, 2013 read with Rule 9 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014, are not applicable to the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best
of their knowledge and belief, confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and judgements and estimates made
are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for that period;

c) the directors had 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;

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively; and

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

LISTING OF SECURITIES IN STOCK EXCHANGES:

The Company’s Equity Shares are presently listed on BSE Limited.

INTERNAL AUDITOR:

The Company has appointed Mr. Jai Kumar Doshi, Indore as Internal Auditor as per the requirement of section 138 of
the Companies Act,2013.

COST AUDITOR:

During the period under review, the Company is not required to maintain the cost records as per the provisions of
Section 148 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE
END OF THE FINANCIAL YEAR AND DATE OF REPORT:

During the year an Extra-Ordinary General Meeting (EGM) on requisition of the Company was duly convened on

Saturday, February 22, 2025. The shareholders removed old management and appoint new directors in the Company. The
previous management was found to be non-adherent to various statutory and regulatory compliances, resulting in
multiple instances of non-compliances. The new management has taken control over the Company after the financial year
end date and the new management has taken cognizance of these lapses and is fully committed to regularizing the affairs
of the Company. Steps are being undertaken to identify and rectify all such non-compliances, including the payment of
existing penalties and submission of necessary filings and disclosures. The new management is proactively working
towards bringing the Company into full compliance and ensuring good governance practices are maintained henceforth

PERFORMANCE EVALUATION OF DIRECTORS, BOARD AND COMMITTEES:

A formal evaluation of the performance of the Board, its Committees, the Chairman and the individual Directors was
led by Nomination & Remuneration Committee, the evaluation was done using individual interviews covering amongst
other vision, strategy and role clarity of the Board. Board dynamic and processes, contribution towards development of
the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance
& structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.

As part of the evaluation process the performance of non-independent Directors, the Chairman and the Board was
done by the Independent Directors. The performance evaluation of the respective Committees and that of independent
and non-independent Directors was done by the Board excluding the Director being evaluated. The Directors expressed
satisfaction with the evaluation process.

REMUNERATION POLICY:

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 Company’s policy on Director’s appointment and remuneration and other matters provided in Section 178(3) of the
Act has been enclosed separately as Annexure E to this Report.

The Nomination and Remuneration Policy of the Company is also posted on the website of the Company under
Investors Section.

OTHER DISCLOSURE

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

• The Company has not issued any equity shares with differential rights as to dividend, voting or
otherwise.

• There were no mergers/acquisitions during the year.

• The Company has no outstanding GDRs/ADRs/Warrants/ Options or any convertible instruments as
on 31^st March 2025.

• The Company does not trade in commodities. The Commodity price risk and commodity hedging
activities are not applicable to the Company.

• List of all credit ratings obtained by the entity along with any revisions thereto during the relevant
financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or
proposal of the listed entity involving mobilisation of funds, whether in India or abroad : Not
Applicable

• The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules,
2014 is furnished.

• No significant and material orders have been passed by any Regulators or Court or Tribunal which can

have an impact on the going concern status and the Company’s operation in future.

• There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule
16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

• The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, as amended, is not applicable to your
Company for the financial year ending March 31, 2025.

• No Buyback of Securities taken place during the year under review.

• During the year under review, the Company has not failed to implement any Corporate Actions within the
specified time limit.

• Pursuant to Regulation 30A read with clause 5A to Para A of Part A of Schedule III of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 15 as amended, The Company does not have any
agreement which impact the management or control of the Company.

• In terms of Section 131 of the Companies Act, 2013, the Financial Statements and Board’s Report are in
compliance with the provisions of Section 129 or Section 134 of the Companies Act, 2013 and that no
revision has been made during any of the three preceding financial years.

• Disclosures on materially significant related party transactions that may have potential conflict with the
interests of listed entity at large:

All the Related Party Transactions are entered on arm’s length basis, in the ordinary course of business
and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing
Regulations. There are no materially significant Related Party Transactions made by the Company
with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with
the interest of the Company at large.

Kindly refer to the notes forming part of accounts for the details of Related Party Transactions.

• Details of establishment of vigil mechanism / whistle blower policy, and affirmation that no personnel
has been denied access to the audit committee:

The Company has implemented a Whistle Blower Policy covering the employees. The Policy enables
the employees to report to the management instances of unethical behavior, actual or suspected fraud
or violation of the Company’s code of Conduct. Employees can lodge their Complaints through
anonymous emails besides usual means of communications like written complaints. No personnel have
been denied access to the Audit Committee.

• Compliance with Mandatory/Non-mandatory requirements:

The Company has complied with the mandatory requirements as stipulated under the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, as amended and the status of non¬
mandatory (discretionary) requirements are given below:

1. Chairman is elected in Meeting.

2. In view of publication of the financial results of the Company in the newspapers having wide
circulation and dissemination of the same on the website of the Stock Exchange.

3. The Company’s financial statements for the financial year 2024-2025 have been accompanied with
unmodified opinion - both on quarterly and yearly basis.

4. The Chairman is elected in Meeting. No Managing Director in the Company.

5. The Company has complied with the requirements of the regulatory authorities on capital market and
no penalties have been imposed against it in the last three years.

6. The Company has appointed Sanju Choudhary, Company Secretary as the Nodal Officer for the

purpose of verification of claims filed with the Company in terms of IEPF Rules and for co-ordination
with the IEPF Authority. The said details are also available on the website of the Company.

CAUTIONARY STATEMENT

The Statement made in this Report and Management and Discussion and Analysis Report relating to the Company’s
objective, projections, outlook, expectations and others may be “forward looking statements” within the meaning of
applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors
could make difference to the Company’s operations that may be, due to change in government policies, global market
conditions, foreign exchange fluctuations, natural disasters etc.

ACKNOWLEDGEMENT

The directors take this opportunity to place on record their gratitude for the support Registrar of Companies, other
regulatory and Government Bodies, Company’s Auditors, Customers, Bankers, Promoters and Shareholders.

The Board also wishes to place on record its appreciation and sincerely acknowledge the contribution and support
from shareholders for their support.

By and order of the Board of Directors
For Satiate Agri Limited

Place: Indore
Date:

SUDHIR JAIN
MANAGING DIRECTOR
DIN: 00046442

Registered Office: 31 SNEH NAGAR, F. NO. 18
VATSALAY CHAMBER, Indore G.P.O., Indore,

Madhya Pradesh, India, 452001
CIN: L24111MP1986PLC003741
Email: shabachemicals@gmail.com
Website: www.satiateagri.com

1

Mrs. Pushpaben Patel has resigned from office w.e.f. 23.08.2025

The Audit Committee met four times during the year 2024-2025, held its meetings on 27.05.2024; 14.08.2024;
13.11.2024; and 14.02.2025 and the gap between two meetings did not exceed one hundred and twenty days.

The Company Secretary is the Secretary of the Committee.

Committee invites such of the executives as it considers appropriate, representatives of the statutory auditors and
internal auditors, to be present at its meetings.

b. Brief terms of reference:

1. Oversight of the Company’s financial reporting process and the disclosure of its financial information
to ensure that the financial statement is correct, sufficient and credible;

2. Recommend the appointment, remuneration and terms of appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditors’ report thereon
before submission to the board for approval, with particular reference to:

i. Matters required to be included in the directors’ responsibility statement to be included in the
board’s report in terms of clause (c) of sub-section 3 of section 134 of the Act,

2

Mrs. Pushpaben Patel has resigned from office w.e.f. 23.08.2025

The Nomination and Remuneration Committee met five times during the year 2024-2025, held its meetings on
24.04.2024, 19.07.2024, 14.10.2024, 22.02.2025,10.03.2025.

b. Brief terms of reference:

1. formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board of Directors a policy relating to, the remuneration of the Directors,
Key Managerial Personnel and other employees;

2. formulation of criteria for evaluation of performance of Independent Directors and the Board of
Directors;

3. devising a policy on diversity of Board of Directors;

4. identifying persons who are qualified to become Directors and who may be appointed in Senior
management in accordance with the criteria laid down, and recommend to the Board of Directors their

3

Mrs. Pushpaben Patel has resigned from office w.e.f. 23.08.2025

The Stakeholders Relationship Committee met four times during the year 2024-2025, held its meetings on
24.04.2025, 14.08.2024, 15.11.2024 and 14.02.2025.

4

Jayeshbhai Poptbhai Patel appointed on 10.03.2025 and has resigned w. e.f. 23.08.2025

# Khodidas Moghriya appointed on 10.03.2025 and has resigned w.e.f. 25.08.2025