To,
The Shareholders,
Satiate Agri Limited
Your Board of Directors are pleased to present the 39th 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, 2026.
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,
2026 are summarized below:
(Amount In Lakhs except EPS)
PARTICULARS |
2025-26 |
2024-25 |
2025-26 |
2024-25 |
|
(Standalone) |
(Consolidated) |
| Revenue from operations |
1161.88 |
10.00 |
1161.88 |
10.00 |
| Other Income |
-- |
-- |
-- |
-- |
| Profit/ (Loss) before Depreciation, Finance Cost, Exceptional items &
Tax Expenses |
(274.28) |
(104.17) |
(274.28) |
(104.17) |
| Less: Depreciation |
-- |
-- |
-- |
-- |
Profit/ (Loss) before Finance Cost, Exceptional Items and Tax
Expenses |
(274.28) |
(104.17) |
(274.28) |
(104.17) |
| Less: Finance Cost |
-- |
-- |
-- |
-- |
Profit/ (Loss) before Exceptional Items and Tax Expenses |
(274.28) |
(104.17) |
(274.28) |
(104.17) |
Add/ (Less): Exceptional items |
-- |
-- |
-- |
-- |
Profit/ (Loss) before Tax Expenses |
(274.28) |
(104.17) |
(274.28) |
(104.17) |
| Less: Tax Expenses |
-- |
-- |
-- |
-- |
Profit/ (Loss) after Taxation |
(274.28) |
(104.17) |
(327.51) |
(104.17) |
| Add/(Less): Other Comprehensive Income |
-- |
-- |
-- |
-- |
Total Comprehensive Income /(Loss) for the year |
(274.28) |
(104.17) |
(327.51) |
(104.17) |
| Earnings Per share [EPS] (Rs. 10/- each) Basic & Diluted (in Rs.) |
(9.37) |
(3.56) |
(114.02) |
(3.56) |
Notes-The figures mentioned in the table above are extracted from the financials of the
Company.
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR OF COMPANY'S AFFAIR
During the year under review, Revenue from operations and Other Income of the Company
stood at Rs. 1161.88 Lacs showing increasing trend over the previous year Revenue from
operations and Other Income Rs. 10.00 Lacs. Profit/(Loss) before tax has increased and
stood at Rs. (274.28) Lacs as compared to previous year Profit/(Loss) before tax of Rs.
(104.17) Lacs and Net Profit/(Loss) also increased and stood at Rs. (274.28) Lacs as
compared to previous year Net Profit/(Loss) of Rs. (104.17) Lacs.
On a consolidated basis, the total revenue stood at Rs. 1161.88 Lacs as compared to
previous year figures of Rs. 10.00 Lacs and Profit/(Loss) for the year stood at Rs.
(327.51) Lacs as compared to previous year Profit/(Loss) Rs. (104.17) Lacs. Our Company is
under the good management guidance and control that help continued in achieving the
targets of cutting down in the cost of operations and getting efficiency in this area by
using better alternated resources/means.
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, 2026.
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
2025-2026 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, 2026. 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.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
Following are the particulars of details of Subsidiaries, Joint Ventures and Associates
as on March 31, 2026:
Sr. No. |
Name of Company |
CIN |
Holding/ Subsidiary/ Associates |
% of Shares Held |
| 1. |
Digital Micron Roto Print Private Limited |
U00202MP2005PTC018001 |
Associates |
48.23% |
| 2. |
Alpha Tar Industries Pvt. Ltd. |
U24200MP1996PTC011003 |
Associates |
49.38% |
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 financial statements of the
Company for the financial year 2025-2026 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
Mr. Kailash Chand Dhaksiya (DIN: 05120584), Non-Executive Non Independent 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.
PARTICULARS OF CHANGE IN THE BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE
YEAR AND AS ON DATE OF THE BOARD REPORT.
As on March 31, 2026, there were no changes in the composition of the Board of
Directors of the Company. However, subsequent to the close of the financial year and up to
the date of this Report, based on the recommendation of the Nomination and Remuneration
Committee at its meeting held on May 30, 2026, the Board of Directors at its meeting held
on May 30, 2026, has approved the following appointments, subject to the approval of the
shareholders at the ensuing General Meeting
1. Mr. Yogendra Singh Bhati (DIN: 11621123) has been appointed as an Additional
Director in the category of Non- Executive Non Independent Director of the Company with
effect from May 30, 2026, to hold office up to the date of the ensuing Annual General
Meeting. Subject to the approval of the members in the ensuing Annual General Meeting, he
is proposed to be appointed as Non-Executive Non Independent Director from May 30, 2026,
liable to retire by rotation.
He has also been appointed as Chief Financial officer designated as Key Managerial
Personnel of the Company with effect from May 30, 2026.
2. Mr. Deepak Parashar (DIN-11742891), has been appointed as an Additional Director in
the category of Whole-time Director with effect from May 30, 2026, liable to retire by
rotation, to hold office up to the date of the ensuing Annual General Meeting. Subject to
the approval of the members in the ensuing Annual General Meeting, he is proposed to be
appointed as a Whole-time Director and designated as Key Managerial Personnel of the
Company for a term of 3 (three) years from May 30, 2026 to May 29, 2029. The Company has
received from Mr. Parashar his consent to act as Director in Form DIR-2, declaration of
non-disqualification under Section 164 of the Companies Act, 2013, disclosure of interest,
and confirmation that he is not debarred from holding the office of Director by virtue of
any order passed by the Securities and Exchange Board of India or any other authority.
Following Directors resigned:
1. Mr. Sudhir Jain (DIN: 00046442), Chairman and Managing Director of the Company
resigned from the post effective from May 10, 2026.
2. Mr. Samyak Jain (DIN: 09234890), Non-Executive Director and Chief Financial Officer
designated as Key Managerial Personnel of the Company resigned from the post effective
from May 10, 2026.
Details of Director seeking appointment/re-appointment as required under the Listing
Regulations are provided in the Notice forming part of this Annual Report.
Further during the year under preview following Director and Key Managerial Personnel
have been appointed .
Name of Director |
Designation |
Date of Appointment |
| Swapnil Rathi |
Non-Executive Independent Director |
06.09.2025 |
| Garima Mahajan |
Non-Executive Independent Director |
06.09.2025 |
| Mohd Tarique |
Non-Executive Independent Director |
06.09.2025 |
| Samyak Jain |
Chief Financial Officer |
06.09.2025 |
| Priya Bhandari |
Company Secretary & Compliance Officer |
09.09.2025 |
During the year under preview and after closure of financial year following Director
and Key Managerial Personnel have been resigned from their post.
Name of Director |
Designation |
Date of Resignation |
| Sudhir Jain |
Chairman & Managing Director |
10.05.2026 |
| Samyak Jain |
Non-Executive Non Independent Director & CFO |
10.05.2026 |
| Pushpaben Parashuram Patel |
Non-Executive Independent Director |
23.08.2025 |
| Jayeshbhai Popatbhai Patel |
Additional Director |
25.08.2025 |
| Khodidas Moghriya |
Additional Director |
25.08.2025 |
| Nirmal Ambalal Patel |
Chief Financial Officer |
25.08.2025 |
| Sanju Choudhary |
Company Secretary & Compliance Officer |
06.05.2025 |
Following are the Directors and Key Managerial Personnel as on the date of this report:
Name of Director |
Designation |
Date of Appointment |
| Kailash Chand Dhaksiya |
Non-Executive Non Independent Director |
22.02.2025 |
| Swapnil Rathi |
Non-Executive Independent Director |
06.09.2025 |
| Garima Mahajan |
Non-Executive Independent Director |
06.09.2025 |
| Mohd Tarique |
Non-Executive Independent Director |
06.09.2025 |
| Yogendra Singh Bhati |
Additional Director (Non-Executive Non Independent) |
30.05.2026 |
| Deepak Parashar |
Additional Cum Whole-time director |
30.05.2026 |
| Yogendra Singh Bhati |
Chief Financial Officer |
30.05.2026 |
| Priya Bhandari |
Company Secretary & Compliance Officer |
09.09.2025 |
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 16th February, 2026, 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.
CORPORATE GOVENRANCE REPORT:
Your Company continues to place greater emphasis on managing its affairs with
diligence, transparency, responsibility and accountability and is committed to adopting
and adhering to best corporate governance practices.
The Listing Regulations (as amended from time to time) has provided exemption under
regulation 15(2)(a) from applicability of Corporate Governance provisions as specified in
regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i)
and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V in
respect of listed entity having paid-up capital of the Company not exceeding Rs.10.00
Crore and net worth of the Company not exceeding Rs.25.00 Crore, as on the last day of
previous financial year.
Your Company falls under the exemption criteria as laid down under Regulation 15(2)(a)
and therefore, is not required mandatorily to comply with the said regulations.
The Company therefore is not required to make disclosures in Corporate Governance
Report as specified in Para C of Schedule V to the Listing Regulations.
Hence no Corporate Governance Report is required to be disclosed/attached with Annual
Report. It is important to mention that the Company follows majority of the provisions of
the Corporate Governance voluntarily.
MANAGEMENT DISCUSSION AND ANALYSIS:
In compliance with Regulation 34 (2) (e) of the Listing Regulations, 2015, as amended,
we refer you to our Management's Discussion and Analysis Report (MDA) included in our
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 for the financial year ended 31st March,
2026 the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any;;
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.
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 31st March, 2026:
Name of Key Managerial Personnel |
Designation |
| Deepak Parashar A |
Whole-Time Director |
| Priya Bhandari * |
Company Secretary & Compliance Officer |
| Yogendra Singh Bhati # |
Chief Financial Officer |
A Appointed w. e.f 30.05.2026
* Appointed w. e.f 09.09.2025
# Appointed w.e.f. 30.05.2026
BOARD MEETING AND ATTENDANCE 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 16 (Sixteen) times on 06.05.2025;
15.05.2025; 28.05.2025; 14.08.2025, 20.08.2025, 24.08.2025, 25.08.2025, 02.09.2025,
06.09.2026, 09.09.2025, 10.09.2025, 06.10.2025, 01.11. 2025, 13.11.2025, 10.12.2025 and
13.02.2026.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:
Name of Directors |
Total Meetings held during the F.Y. 2025-26 / Number of Meetings
attended |
| Sudhir Jain (appointed w.e.f. 22.02.2025) |
16/11 |
| Samyak Jain (appointedw.e.f. 22.02.2025) |
16/11 |
| Kailash Chand Dhaksiya (appointedw.e.f. 22.02.2025) |
16/11 |
| Jayeshbhai Popatbhai Patel (resigned w.e.f. 23.08.2025) |
06/06 |
| Khodidas Moghriya (resigned w.e.f. 25.08.2025) |
07/07 |
| Pushpaben Parashuram Patel (resigned w.e.f. 23.08.2025) |
06/06 |
| Swapnil Rathi (appointedw.e.f. 06.09.2025) |
08/08 |
| Mohd Tarique (appointedw.e.f. 06.09.2025) |
08/08 |
| Garima Mahajan (appointedw.e.f. 06.09.2025) |
08/08 |
LISTING STATUS
The equity shares are listed on BSE Limited. At present the trading has been suspended
due to penal reason. Our commitment to regulatory compliance and good governance remains
steadfast as we maintain a strong relationship with the stock exchange.
REVOCATION OF SUSPENSION OF SECURITIES
During the year under review, trading in the securities of the Company was suspended
with effect from August 08, 2025, pursuant to Notice No. 20250708 dated July 08, 2025,
issued by the Stock Exchange under the provisions of Chapter VII(A) - Penal Actions for
Non-Compliance of the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November
11, 2024. The suspension was imposed due to the Company's non- compliance with Regulation
31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for
two consecutive quarters, namely December 2024 and March 2025.
Subsequently, the Company submitted an application to the Stock Exchange seeking
in-principle approval for revocation of the suspension of trading in its securities. As on
the date of this Report, the said application is under consideration by the Stock Exchange
and the approval is awaited.
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 2025-26 is as mentioned below:
a) Members of Committee:
The Composition of Audit Committee as on 31.03.2026 is as under:
Name of Director |
Designation & Category |
No. of Meetings |
|
|
Entitled to attend |
Attended |
| Swapnil Rathi |
Chairperson (Non- Executive Independent Director) |
07 |
07 |
| Garima Mahajan |
Member (Non- Executive Independent Director) |
07 |
07 |
| Mohd Tarique |
Member (Non- Executive Independent Director) |
07 |
07 |
The Audit Committee met Ten (10) times during the year 2025-2026, held its meetings on
15.05.2025; 28.05.2025; 14.08.2025; 09.09.2025; 10.09.2025; 06.10.2025; 01.11.2025;
13.11.2025; 10.12.2025 and 13.02.2026 and the gap between two meetings did not exceed one
hundred and twenty days.
During the financial year, the Committee was reconstituted. The details of the previous
composition of the Committee and the attendance of its members at the meetings held during
their tenure on the Committee are provided below. The attendance has been disclosed based
on the number of meetings held during the period in which the respective members served on
the Committee are as follows:-
Name of Director |
Designation & Category |
No. of Meetings |
|
|
Entitled to attend |
Attended |
| Khodidas Moghriya |
Chairperson (Non- Executive Independent Director) |
03 |
03 |
| Pushpaben Parashuram Patel |
Member (Non- Executive Independent Director) |
03 |
03 |
| Jayeshbhai PoptBhai |
Member (Non- Executive Independent Director) |
03 |
03 |
Note:
Pushpaben Patel (resigned w.e.f. 23.08.2025)
Jayeshbhai Popatbhai Patel (resigned w.e.f 23.08.2025)
KhodidasMoghriya (resignedw.e.f. 25.08.2025)
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,
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.
c) Mr. Swapnil Rathi, Chairman of the Audit Committee was present in previous Annual
General Meeting held on 30th September, 2025 to answer member's queries.
Nomination and Remuneration Committee:
The Details of Nomination and Remuneration Committee for the year 2025-26 is as
mentioned below:
a) Members of Committee:
The Composition of Nomination and Remuneration Committee as on 31.03.2026 is as under:
Name of Director |
Designation & Category |
No. of Meetings |
|
|
Entitled to attend |
Attended |
| Mohd Tarique |
Chairperson (Non- Executive Independent Director) |
01 |
01 |
| Garima Mahajan |
Member (Non- Executive Independent Director) |
01 |
01 |
| Swapnil Rathi |
Member (Non- Executive Independent Director) |
01 |
01 |
The Nomination and Remuneration Committee met three times during the year 2025-2026,
held its meetings on 06.05.2025, 20.08.2025, and 09.09.2025.
During the financial year, the Committee was reconstituted. The details of the previous
composition of the Committee and the attendance of its members at the meetings held during
their tenure on the Committee are provided below. The attendance has been disclosed based
on the number of meetings held during the period in which the respective members served on
the Committee are as follows:-
Name of Director |
Designation & Category |
No. of Meetings |
|
|
Entitled to attend |
Attended |
| Khodidas Moghriya |
Chairperson (Non- Executive Independent Director) |
02 |
02 |
| Pushpaben Parashuram Patel |
Member (Non- Executive Independent Director) |
02 |
02 |
| Jayeshbhai PoptBhai |
Member (Non- Executive Independent Director) |
02 |
02 |
Note:
Pushpaben Patel (resigned w.e.f. 23.08.2025)
Jayeshbhai Popatbhai Patel (resigned w.e.f 23.08.2025)
KhodidasMoghriya (resignedw.e.f. 25.08.2025)
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 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, 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 2025-26 is as mentioned
below:
a) Members of Committee:
The Composition of Stakeholders Relationship Committee as on 31.03.2026 is as under:
Name of Director |
Designation & Category |
No. of Meetings |
|
|
Entitled to attend |
Attended |
| Garima Mahajan |
Chairperson (Non- Executive Independent Director) |
03 |
03 |
| Mohd Tarique |
Member (Non- Executive Independent Director) |
03 |
03 |
| Sudhir Jain |
Member (Managing Director) |
03 |
03 |
The Stakeholders Relationship Committee met four times during the year 2025-2026, held
its meetings on 28.05.2025, 09.09.2025, 13.11.2025, 13.02.2026.
The status of shareholders' complaints during the year under review (March 31, 2026) is
given below:
Complaints Status: 01.04.2025 to 31.03.2026
| Number of complaints received so far |
03 |
| Number of complaints solved |
03 |
| Number of pending complaints |
00 |
During the financial year, the Committee was reconstituted. The details of the previous
composition of the Committee and the attendance of its members at the meetings held during
their tenure on the Committee are provided below. The attendance has been disclosed based
on the number of meetings held during the period in which the respective members served on
the Committee are as follows:-
Name of Director |
Designation & Category |
No. of Meetings |
|
|
Entitled to attend |
Attended |
| Pushpaben Parashuram Patel |
Chairperson (Non- Executive Independent Director) |
01 |
01 |
| Khodidas Moghriya |
Member (Non- Executive Independent Director) |
01 |
01 |
| Jayeshbhai PoptBhai |
Member (Non- Executive Independent Director) |
01 |
01 |
Note:
Pushpaben Patel (resigned w.e.f. 23.08.2025)
Jayeshbhai Popatbhai Patel (resigned w.e.f 23.08.2025)
KhodidasMoghriya (resignedw.e.f. 25.08.2025)
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.
Name and designation of compliance officer: Mrs. Priya Bhandari, Company Secretary.
The previous AGM of the Company was held on 30th September, 2025 and was attended by
Mrs. Garima Mahajan, Chairman of the Committee.
POLICYON DIRECT ORS'APPOINTMENT AND REMUNERATION
The Company has a Nomination and Remuneration Committee. The Committee reviews and
recommend to the Board of Directors about remuneration for Directors and Key Managerial
Personnel and other employee up to one level below of Key Managerial Personnel. The
Company does not pay any remuneration to the Non-Executive Directors of the Company other
than sitting fee for attending the Meetings of the Board of Directors and Committees of
the Board. Remuneration to Executive Directors is governed under the relevant provisions
of the Act and approvals.
The Company has devised the Nomination and Remuneration Policy for the appointment,
re-appointment and remuneration of Directors, Key Managerial Personnel and Senior
Management Personnel. All the appointment, re- appointment and remuneration of Directors,
Key Managerial Personnel and Senior Management Personnel are as per the Nomination and
Remuneration Policy of the company.
The Nomination and Remuneration Policy of the Company is also posted on the website of
the Company under Investors Section.
GENERAL BODY MEETINGS Annual General Meetings
The last three Annual General Meetings of the Company were held as under:
YEAR |
VENUE Video Conference/Other Audio-Visual Means |
DATE AND TIME |
SPECIAL RESOLUTION PASSED |
| 2024-2025 |
|
Tuesday September 30, 2025 at 05:00 P.M. (IST) |
Special Resolution Passed for: |
|
|
|
1. APPROVAL FOR CREATION OF SECURITY ON THE ASSETS OF THE COMPANY AS PER
PROVISIONS OF SECTION 180(1)(A) OF THE COMPANIES ACT, 2013 UP TO RS. 100 CRORES. |
|
|
|
2. APPROVAL THE BORROWING LIMITS OF THE COMPANY UNDER SECTION 180(1)(C)
OF THE COMPANIES ACT, 2013. |
|
|
|
3. APPROVAL FOR MAKING INVESTMENTS, GIVE LOANS, GUARANTEES AND SECURITY
IN EXCESS OF LIMITS SPECIFIED UNDER SECTION 186 OF THE COMPANIES ACT, 2013 |
|
|
|
4. TO APPROVE THE APPOINTMENT OF MR. SWAPNIL RATHI (DIN: 01074108) AS AN
INDEPENDENT DIRECTOR OF THE COMPANY. |
|
|
|
5. TO APPROVE THE APPOINTMENT OF MRS. GARIMA MAHAJAN (DIN: 06743569) AS
AN INDEPENDENT DIRECTOR OF THE COMPANY. |
|
|
|
6. TO APPROVE THE APPOINTMENT OF MR. MOHD TARIQUE (DIN: 03352670) AS AN
INDEPENDENT DIRECTOR OF THE COMPANY. |
| 2023-2024 |
Video Conference/Other Audio-Visual Means |
Saturday, September 28, 2024 at 12:00 Noon (IST) |
Special Resolution Passed for: |
|
|
|
1. REGULARIZATION OF APPOINTMENT OF ADDITIONAL DIRECTOR MR. PULKIT RAGHAV
(DIN: 09853143) AS AN INDEPENDENT DIRECTOR OF THE COMPANY. |
| 2022-2023 |
Foti Kothi, Sector D, Sudama Nagar, Indore-452009, Madhya Pradesh |
Friday, September 15, 2023 at 11:30 AM (IST) |
Special Resolution Passed for: |
|
|
|
1. APPOINTMENT OF MR. UTPALBHAI RAVAL (DIN: 08498407) AS CHAIRMAN AND
MANAGING DIRECTOR OF THE COMPANY |
All resolutions at the above mentioned AGMs were passed electronically through remote
e-voting and e-voting at the time of the AGM.
Extra-ordinary General Meeting
No Extra-ordinary General Meeting of the Members was held during FY 2025-26.
Details of the meeting convened in pursuance of the order passed by the National
Company Law Tribunal (NCLT):
Not applicable
Postal Ballot
During the financial year ended March 31, 2026, no Special Resolution was passed by the
Company through Postal Ballot. No Special Resolution is proposed to be conducted through
Postal Ballot as on the date of this Annual Report
CODE OF CONDUCT
Regulation 17(5) of the SEBI Listing Regulations requires Listed Companies to lay down
a Code of Conduct for all Board members and Senior Management, incorporating the duties as
laid down in the Companies Act, 2013. The Company has adopted a Code of Conduct for all
Directors and Senior Management of the Company and the same has been hosted on the website
of the Company.
All members of the Board of Directors and senior management personnel had affirmed
compliance with the abovementioned regulation including Code for the financial year ended
March 31, 2026 and a declaration to this effect signed by the Managing Director forms part
of this report. Pursuant to the requirements of the SEBI (Prohibition of Insider Trading)
Regulations, 2015 as amended, the Company has adopted a code of conduct to regulate,
monitor and report trading by insiders for prevention of insider trading, which is
applicable to all the Directors, Promoters, Key Managerial Personnel and designated
employees/ persons.
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.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company has two tier internal control framework comprising entity level controls
and process level controls. The entity level controls of the Company include elements such
as defined code of conduct, whistle blower policy, rigorous management review, MIS and
strong internal audit mechanism. The process level controls have been ensured by
implementing appropriate checks and balances to ensure adherence to Company policies and
procedures, efficiency in operations and also reduce the risk of frauds. Regular
management oversight and rigorous periodic testing of internal controls makes the internal
controls environment strong at the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees and investments under the provisions of Section 186 of the
Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on March
31, 2026, are set out in Notes to the Financial Statements of the Company.
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
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
M/s. S. N. Gadiya & Co., Chartered Accountants (Firm Registration No. 002052C),
were appointed as the Statutory Auditors of the Company at the 38th Annual General Meeting
held on 30th September, 2025 for a term of five consecutive years, commencing from the
conclusion of the 38 th Annual General Meeting until the conclusion of the 43rd Annual
General Meeting of the Company, in accordance with the provisions of Section 139 of the
Companies Act, 2013 and the rules made thereunder.
The Statutory Auditors have confirmed that they continue to satisfy the eligibility
criteria prescribed under Section 141 of the Companies Act, 2013, and that they are not
disqualified from continuing as the Statutory Auditors of the Company.
The notes to the financial statements referred to in the Auditors' Report are
self-explanatory and, therefore, do not call for any further comments by the Board.
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 read with the
rules made thereunder and Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, M/s. Ajit Jain & Co., Practicing Company
Secretaries, were appointed as the Secretarial Auditors of the Company at the 38th Annual
General Meeting for a term of five consecutive years, commencing from the conclusion of
the 38th Annual General Meeting until the conclusion of the 43 rd Annual General Meeting
of the Company.
The Secretarial Auditors have confirmed that they are eligible for appointment and are
not disqualified from acting as the Secretarial Auditors of the Company in terms of the
applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, 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 2025-2026 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:
Sr. No. |
Observations |
Board's Explanation in this regard |
1. |
The Shareholding of Promoter (s) and Promoters group are not 100% in
dematerialized form as required under Regulation 31(2) of SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015, as amended |
The Company has informed all promoters for getting their shares in
dematerialized mode. |
2. |
The company has not published the standalone financial results for the
Quarter Ended 30.06.2025 in the English newspaper and vernacular newspaper. |
Management has taken note of the observation. The Company has complied
with the same and will ensure timely compliance going forward. |
3. |
The company has delay in payment of listing fees for the FY 2025-2026 as
company has paid the same with due interest. |
Management has taken note of the observation. The Company has complied
with the same and will ensure timely compliance going forward. |
4. |
There was no Company Secretary/Compliance Officer during the period
starting from 06.05.2025 to 08.09.2025, as per the provisions of regulation 6(1) of SEBI
(LODR) Regulation, 2015. |
Company has appointed Company Secretary and Compliance Officer on
09.09.2025. |
5. |
The Company has delay in submission of Integrated Filing (Governance) for
the Quarter Ended June, 2025. |
Management has taken note of the observation. The Company has complied
with the same and will ensure timely compliance going forward. |
6. |
The Company has delay in submission of Outcome of Board Meeting held on
May 06, 2025 within prescribed time as mentioned Part A of Schedule III of the LODR
Regulations. |
Management has taken note of the observation. The Company has complied
with the same and will ensure timely compliance going forward. |
7. |
The Company has delay in submission of Shareholding Pattern for the
Quarter Ended June, 2025. |
Management has taken note of the observation. The Company has complied
with the same and will ensure timely compliance going forward. |
8. |
The Company has delay in submission of Reconciliation of Share Capital
Audit Report of the Company for the Quarter Ended June, 2025. |
Management has taken note of the observation. The Company has complied
with the same and will ensure timely compliance going forward. |
9. |
The Company has delay in submission of Non- Applicability certificate of
Corporate Governance report for the Quarter Ended June, 2025. |
Management has taken note of the observation. The Company has complied
with the same and will ensure timely compliance going forward. |
10. |
The Company has not submitted Certificate under Regulation 74(5) of the
SEBI (Depositories and Participants) Regulations, 2018 for the Quarter Ended June, 2025. |
Management has taken note of the observation. The Company has complied
with the same and will ensure timely compliance going forward. |
11. |
The Company has redressed certain Investor Complaints on SCORES Platform
from April 2025 to September 2025 after same delay |
Management has taken note of the observation. The Company shall ensure
that all investor complaints are resolved within the prescribed timelines in the future. |
INTERNAL AUDITOR:
The Company has appointed Mr. Jai Kumar Doshi, Indore as Internal Auditor of the
company for the financial year 2026-2027and takes his suggestions and recommendations to
improve and strengthen the internal control systems. The Audit Committee reviews adequacy
and effectiveness of the Company's internal control environment and monitors the
implementation of audit recommendations.
COST AUDITOR AND COST AUDIT REPORT:
Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014, as amended, Notifications/ Circulars issued by the
Ministry of Corporate Affairs from time to time, the company is not falling under the
limits of cost audit requirements.
RECONCILIATION OF SHARE CAPITALAUDIT:
In line with the requirements stipulated by Securities and Exchange Board of India
(SEBI), Reconciliation of Share Capital Audit is carried out on quarterly basis by a
Practicing Company Secretary to confirm that the aggregate number of equity shares of the
Company held in National Securities Depository Limited (NSDL) and Central Depository
Service (India) Limited (CDSL) tally with the total number of issued, paid up, listed and
admitted capital of the Company. The report submitted to the stock exchange inter alia,
confirms that the number of shares issued, listed on the stock exchange and that held in
demat and physical mode is in agreement with each other.
DISTRIBUTION OF EQUITY SHAREHOLDING AND ITS PATTERN
Distribution of Equity Shareholding and its pattern as on 31st March, 2026 is as under:
Category |
Category of Shareholder |
No. of Shareholder |
No. of Equity Shares |
Total shareholding as a percentage of total number of shares |
Promoter and Promoter Group |
|
|
|
|
| Indian |
Promoter |
1 |
1,38,000 |
4.71 |
|
Promoter Group |
17 |
6,77,800 |
23.16 |
|
Total (Promoter & Promoter Group) |
18 |
8,15,800 |
27.87 |
| Institution |
-- |
-- |
-- |
-- |
|
Total (Institutions) |
-- |
-- |
-- |
| Non- Institution |
Individuals |
1,638 |
13,28,300 |
45.37 |
|
Hindu Undivided Family |
02 |
9,300 |
0.32 |
|
Bodies Corporate |
13 |
7,73,800 |
26.43 |
|
Non Resident Indians (NRIs) |
-- |
-- |
-- |
|
Total (Non- Institutions) |
-- |
-- |
-- |
|
Others |
-- |
-- |
-- |
|
Total (Public) |
1653 |
21,11,400 |
72.13 |
|
Grand Total |
1671 |
29,27,200 |
100.00 |
Status of dematerialization of shares
The breakup of the equity shares held in dematerialized and physical form as on March
31, 2026 is as follows:
Particulars |
No. of Shares |
Percent of Equity |
| NSDL |
16,200 |
0.55 |
| CDSL |
9,98,200 |
34.1 |
| Physical |
19,12,800 |
65.35 |
Total |
29,27,200 |
100.00 |
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 Annual Return
of the Company in the prescribed Form MGT-7 is available on the Company's website at
www.satiateagri.com.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUT-GO
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 2025-26:
• 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
PARTICULARS |
NO. OF SHAREHOLDERS |
NO. OF EQUITY SHARES |
| aggregate number of shareholders and the outstanding shares in the
suspense account lying at the beginning of the year |
-- |
-- |
| number of shareholders who approached listed entity for transfer of
shares from suspense account during the year |
-- |
-- |
| number of shareholders to whom shares were transferred from suspense
account during the year |
-- |
-- |
| aggregate number of shareholders and the outstanding shares in the
suspense account lying at the end of the year |
-- |
-- |
| that the voting rights on these shares shall remain frozen till the
rightful owner of such shares claims the shares |
-- |
- |
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.
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 ‘VigilMechanism' 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.
DISCLOSURE UNDER RULE 8(5)(xi) OF COMPANIES (ACCOUNTS) RULES, 2014
The details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end
of the financial year is as follows:
S. No. |
Filing No. |
Case Type / party Type |
Case No. |
Case Title |
Case Status |
| 1. |
2315106001822026 |
Company Petition IB (IBC) |
C.P. (IB)/22/MP/2026 |
POONAM IMPEX THROUGH ITS PROPRIETOR SAMEER KUKREJA VS SATIATE AGRI
LIMITED |
Pending |
| 2. |
2315106003032025 |
Company Petition (Companies Act) |
CP/7/MP/2025 |
SHABA SECURITIES AND FININ SERVICES PRIVATE LIMITED VS SATIATE AGRI
LIMITED |
Pending |
| 3. |
2315106006072026 |
Company Petition IB (IBC) |
C.P. (IB)/77/MP/2026 |
EXCELLENCE FINANCE PRIVATE LIMITED VS SATIATE AGRI LIMITED |
Pending |
| 4. |
2315106009952025 |
Company Petition IB (IBC) |
C.P. (IB)/78/MP/2025 |
COLAMA COMMERCIAL CO LTD VS SATIATE AGRI LIMITED |
Pending |
DISCLOSURE UNDER RULE 8(5)(xii) OF COMPANIES (ACCOUNTS) RULES, 2014
The requirement to disclose the details of difference between amount of the valuation
done at the time of onetime settlement and the valuation done while taking loan from the
Banks or Financial Institutions along with the reasons thereof, is not applicable.
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.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate
and the date of this report.
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 31st March 2026.
• 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.
• 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, 2026.
• 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 ordina ry
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 2025-2026 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 Priya Bhandari, 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 |
|
Place: Indore Date: 03.08.2026 |
|
For Satiate Agri Limited |
|
Deepak Parashar |
Kailash Chand Dhaksiya |
|
Whole-Time Director |
Director |
|
DIN: 01074108 |
DIN: 05120584 |
Registered Office: 31 Sneh Nagar, F. No. |
|
|
| 18 Vatsalay Chamber, Indore, Madhya |
|
|
| Pradesh, India, 452001 |
|
|
CIN: L24111MP1986PLC003741 |
|
|
Email: shabachemicals@gmail.com |
|
|
Website: www.satiateagri.com |
|
|
|