Sharat Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Director are pleased to present their Thirty-Fifth (35^th) Annual Report on the business and
operations of your Company along with the audited financial statements, both standalone and
consolidated, for the financial year ended 31^st March 2025.

1. FINANCIAL HIGH IRHTS-

Description	Standalone (Rupees in lakhs)		Consolidated (Rupees in lakhs)
	FY 2024-2025	FY 2023-2024	FY 2024-2025	FY 2023-2024
Revenue from Operation	38,053.48	30,215.92	38,053.48	30,215.92
Other Income	175.95	58.77	175.95	58.77
Total Income	38,229.43	30,274.69	38,229.43	30,274.69
Cost of Materials Consumed	29,518.88	24,370.26	29,518.88	24,370.26
Changes in Inventory	(880.66)	(1,418.75)	(880.66)	(1,418.75)
Employee Benefit Expenses	831.93	720.69	831.93	720.69
Finance Cost	1,147.41	938.78	1,147.41	938.78
Depreciation and Amortization	481.81	469.50	481.81	469.50
Other Expenses	5,727.25	4,428.29	5,727.25	4,428.29
Total Expenses	36,826.62	29,508.77	36,826.62	29,508.77
Profit before Tax & Exceptional Items	1,402.81	765.92	1,402.81	765.92
Share of Profit/(Loss) from Associate	-	-	-	-
Exceptional Items	-	-	-	-
Profit Before Tax	1,402.81	765.92	1,402.81	765.92
Tax Expenses	406.89	178.62	406.89	178.62
Profit after Tax	995.92	587.30	995.92	587.30
Earnings Per Share	-	-	-	-
Basic	3.04	1.90	3.04	1.90
Diluted	3.04	1.90	3.04	1.90

2. SUMMARY OF OPERATIONS & STATE OF COMPANY AFFAIRS:

The turnover of the company for the year ended 31^st March, 2025 was ? 38053.48 Lakhs against ?
30215.92 Lakhs in the previous year. The profit for the year after tax is ? 995.92 lakhs as against a
profit of ? 587.30 lakhs during the previous financial year.

Sharat Industries Limited is among the few companies in India with all four of its operational
divisions strategically located within a 5-kilometer radius. This integrated setup enables
seamless coordination across divisions, ensuring uninterrupted production throughout the
year—effectively mitigating the impact of seasonality typically associated with the industry.
The proximity also facilitates faster processing and minimizes logistics time, resulting
in superior product quality. In recent years, the Company has made substantial capital
investments in both its farming and processing divisions to enhance production capacity and
operational efficiency.

3. SHARE CAPITAL:

During the year under review there were no change in authorised share capital of the Company.
The authorised share capital of the Company as on 31^st March 2025 is ? 50,00,00,000/- (Rupees
Fifty Crore) divided into 5,00,00,000 Equity shares having face value of ? 10/- each.

During the year under review, the Company has issued 1,55,43,125 equity shares having face
value of ? 10/- each at an issue price of ? 31/- per share (including premium of ? 21/- per
share) on Rights basis in the ratio of 13 equity share for every 20 equity shares held by the
existing equity shareholder of the Company. Pursuant to such rights issue, the Company''s
paid-up capital as on 31^st March 2025 is ? 39,45,56,250/- divided into 3,75,78,388 equity share
comprising of fully paid-up equity share of ? 10/- each and 18,77,237 partly paid-up equity
share of ? 2.50/- paid up.

4. DIVIDEND:

The Board of Directors have recommended a Dividend of ? 0.25 paise per equity share of the face
value ? 10/- each. Dividend is subject to approval of members at the ensuing Annual General Meeting.

5. TRANSFER TO RESERVES:

The Board of Directors of your company has decided not to transfer any amount to the reserves
for the year under review.

6. CREDIT RATING:

During the year under review, Credit rating remained unchanged.

Credit Rating Information Service of India Limited (CRISL), affirmed the credit rating as BBB Stable.

7. LISTING OF SHARES:

The Equity shares of the Company have been listed on the BSE Limited. The Company has paid
applicable listing fees to the Stock Exchange and Depositories within stipulated time.

8. NATURE OF BUSINESS:

The company continues to be an integrated Aquaculture company with Hatchery, Culture, feed and
Shrimp Processing & Exports business and during the year, the company has not changed its business.

9. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments, which affect the financial position of
the company that have occurred between the end of the financial year to the date of this report.

10. ALTERATION OF MEMORANDUM OF ASSOCIATION

During the year under review, the Company has amended its Articles of Association by altering the
clause relating to “Calls on Share” to align with operational requirements. The said amendment
was approved by the shareholders through special resolution passed at the (01/2024-2025) Extra¬
Ordinary General Meeting held on 24^th December 2024.

11. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

In accordance with Section 134(5) of the Act, the Company has Internal Financial Control
Policies by means of policies & procedures commensurate with size and nature of operations.
The Company''s policies, procedures & standards are developed to uphold internal controls
across the organisation. These controls ensure transactions are authorised, recorded and
reported correctly and assets are safeguarded and protected against loss from unauthorised
use or disposition. In addition, there are operational controls and fraud risk controls, covering
the entire spectrum of internal financial controls. The controls were tested during the year
and no material weakness exists. Audit Committee of the Board, periodically reviews the
internal audit plans and observations/recommendations of Internal and Statutory Auditors.
In accordance with Rule 8(5) (viii) of Companies (Accounts) Rules, 2014, it is hereby
confirmed that the Internal Financial Controls are adequate with reference to the financial
statements.

12. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Companies Act 2013 read with
rule 12 of the Companies (Management and Administration) Rules 2014 as amended from time to time,
the Annual Return of the Company as on 31^st March 2025 in e-form MGT-7 is available on Company''s
website and can be accessed at https://sharatindustries.com/wp-content/uploads/2025/09/SIL_
MGT-7_FY-2024-2025_Draft.pdf

13. DETAILS OF SUBSIDIARIES AND ASSOCIATE COMPANIES:

United Aquatech Private Limited

United Aquatech Private Limited, an associate company based in Nellore, is a Special Purpose
Vehicle (SPV) established for the development and operation of shrimp farms at designated
project locations. Your Company holds 49% of its equity share capital.

During the year under review, United Aquatech Private Limited did not record any revenue, as
compared to revenue of ?178.68 lakhs in the previous financial year. The company incurred a loss
before tax of ?2.10 lakhs, as against a loss of ^10.61 lakhs in the previous year.

Pursuant to section 129(3) of the Act, the statement containing the salient features of the financial
statements of the Company''s associate is enclosed as Annexure- III of the Board Report.

14. STATUTORY AUDITORS:

M/s A. R Krishnan & Associates, Chartered Accountants (FRN: 009805S) were re-appointed as
statutory auditors of the Company for a second term of five (5) consecutive years, to hold office
from the conclusion of the 32^nd Annual General Meeting held on 29^th September 2022 till the
conclusion of 37^th Annual General meeting.

15. STATUTORY AUDITORS’ REPORT:

The Statutory Auditors report for the Financial Year 2024-2025 does not contain any qualification,
reservation or adverse remark or disclaimer.

16. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there were no changes in the composition of Board of Directors
of the Company. However, the following changes took place in Key Managerial Personnel of the
Company:

i. Resignation of Mr. N. Thyagarajan from the post of Chief Financial Officer with effect from
23^rd August 2024.

ii. Based on the recommendation of the Nomination & Remuneration Committee, Audit
Committee, the Board of Directors in the meeting held on 13^th September 2024 approved
the appointment of Mr. Balasubramanian R as a Chief Financial Officer (Key Managerial
Personnel) of the company with effect from 13^th September 2024.

iii. Board of Directors in their meeting held on 02^nd December 2024 took note the resignation of
Mr. M. Balamurugan (Membership No: A66115) as a Company Secretary & Compliance officer
with effect from 30^th November 2024.

iv. Based on the recommendation of Nomination and Remuneration Committee, the Board of
Directors in the meeting held on 29^th January 2025 approved the appointment of Mr. N. Ganesan
(Membership No:8407) as a Company Secretary & Compliance officer.

RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION:

In terms of Section 152 of the Companies Act, 2013, Mr. Shanmugam P (DIN: 08877587) is liable
to retire by rotation at the ensuing 34^th Annual General Meeting and being eligible, offers himself
for re-appointment.

The Board of Directors, based on the recommendation of the Nomination and Remuneration
Committee has recommended the re-appointment of Mr. Shanmugam P (DIN: 08877587) as
Director of the Company.

17. DECLARATION FROM INDEPENDENT DIRECTORS:

The Board of Directors has received declarations from all the Independent Directors of the Company
confirming that they meet with criteria of Independence as prescribed both under sub-section (6) of
Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). The
Independent Directors have also complied with the Code of Conduct prescribed in Schedule IV to the Act.

In accordance with Companies (Appointment & Qualification of Directors) Fifth Amendment Rules,
2019, Company has received declarations from Independent Directors confirming that they have
registered with the Independent Directors Data Bank through Indian Institute of Corporate Affairs.

Information on familiarization program to Independent Directors is provided in the Corporate
Governance Report section of this Annual Report.

18. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Separate meeting of Independent Directors was held on 29^th January 2025 to review the
performance of the Non-Independent Directors and the Board as a whole, to review the
performance of Chairperson of the Company and assess the quality, quantity and timeliness of
flow of information between the management and the Board that is necessary for the Board to
effectively and reasonably perform its duties.

19. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134

6 134 (5) of the Companies Act, 2013, shall state that:

a. that the financial statements for the year ended March 31, 2025 have been prepared in
conformity with Indian Accounting Standards (Ind AS) and requirements of the Act, and
that of guidelines issued by SEBI, to the extent applicable to the Company along with proper
explanation relating to material departures;

b. The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company as at 31^st March 2025 and of the profit of the company for
the year ended on that date;

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

d. The directors had prepared the annual accounts on a going concern basis;

e. The directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

f. The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

20. NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2024-2025 under review, the Board of Directors of the company met

7 (Seven) times i.e., on 28^th May 2024, 27^th June 2024, 22^nd July 2024, 13^th September 2024, 12^th
November 2024, 02^nd December 2024 & 29^th January 2025.

The further details relating to the Board meetings are given in Corporate Governance Section of
this Annual Report. The gap between any two Meetings was within the period prescribed in the
Companies Act 2013 and SEBI LODR.

21. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

As on date of this report, the Board consists of 6 (Six) Directors, of which 2 (Two) are Executive Directors
(one Managing Director and one Whole-Time Director),4 (Four) are Non-executive Directors (Three
are Independent and one is Non-Independent) Director. The policy of the Company on Director''s
appointment and remuneration, including criteria for determining qualifications, independence and
other matters as provided under subsection (3) of Section 178 of the Companies Act, 2013 (the Act) is
available on the Company''s website at https://sharatindustries.com/wp-content/uploads/2025/06/
Nomination-and-Remuneration-Policy.pdf

22. AUDIT COMMITTEE:

Your Company has an Audit Committee pursuant to the requirements of the Act read with Rules
framed there under and SEBI (LODR) Regulations, 2015.The details relating to the same are
given in the report on Corporate Governance forming part of this Report. During FY 2024-2025 the
recommendations of Audit Committee were duly accepted by the Board.

23. VIGIL MECHANISM/ WHISTLE - BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act 2013 and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a whistle
blower mechanism for directors and employees to report concerns about unethical behavior, actual
or suspected frauds or violation of the Company''s code of conduct and ethics. The Audit Committee
of the Board oversees the functioning of Whistle Blower Policy. The Whistle Blower Policy covering
all the employees and directors is available in the Company''s website. The Vigil Mechanism Policy
has been uploaded on the website of the Company at https://sharatindustries.com/wp-content/
uploads/2025/05/sharat_industries_vigil_mechanism_and_whistle-blower_policy.pdf

24. RISK MANAGEMENT:

The risk management is based on the clear understanding of the variety of risks that the
organization faces, disciplined risk monitoring and measurement and continuous risk assessment
and mitigation reserves.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The details of conservation of energy, technology absorption, foreign exchange earnings and
outgo are as follows:

a. Conservation of energy

S.No	Particulars	FY 2024-2025
(i)	the steps taken or impact on conservation of energy	To be plan to replacement of all ACBs at main control room.
(ii)	The steps taken by the company for utilizing alternate sources of energy	Replacement of old 725 KVA DG set and synchronization setups
(iii)	the capital investment on energy conservation equipment''s	1. Planning the solar projects at 1.50 MV DC to 1.2 MV AC with complete paneling & metering etc. 2 The Company has inducted Electric Vehicles (EVs) into its fleet to encourage the use of green energy, reduce dependence on fossil fuels, and minimize carbon emissions.

b. Technology absorption:

S.No	Particulars	FY 2024-2025
(i)	The efforts made towards technology	Installed evaporative condenser no. 3 for
	absorption	replacement of old and commissioned to carry to production full load
(ii)	Benefits derived like product improvement,	Installed all VFD drives to system motors/
	cost reduction, product development or import substitution	compressor units

S.No	Particulars	FY 2024-2025
(iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	Screw compressor low side to be replace at machine room
	(a) details of technology imported	System upgraded with drives an operation
	(b) the year of import;	2024-2025
	(c) whether the technology been fully absorbed	Yes 90% of technology absorbed
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	One old screw compressor is replaced with new motor and another one will be planned soon
(iv)	The expenditure incurred on Research and Development	f 24-25 Lakhs

26. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the details of Foreign Exchange Earnings and outgo are as under:

Particulars	FY 2024-2025 (Rs. in lakhs)	FY 2023-2024 (Rs. in lakhs)
Foreign Exchange	f 27787.17/-	f 21,080.71/-
Foreign Outgo	f 322.74/-	f 418.93/-

27. CORPORATE SOCIAL RESPONSIBILITY(CSR):

In terms of Section 135 of the Companies Act 2013 read with CSR rules, your company during
the year 2023-2024 spent f 14.61 Lakhs being the two percent of the average net profit of your
Company during the three preceding financial year in accordance with CSR policy of the Company.

Annual Report on CSR initiatives as required under the Companies (Corporate Social Responsibility
Policy) Rules 2014, as amended (CSR Rules) is annexed as Annexure -I and forms part of this
report.

28. CORPORATE GOVERNANCE:

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(Listing Regulations), a Compliance report on Corporate Governance as per Schedule V of the
Listing Regulations, along with a Certificate of Compliance from the Practicing Company Secretary
forms part of this report. Annexure - VI

29. DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the
public under Section 76 of the Companies Act, 2013 and Rules made there under.

30. PARTICULARS OF EMPLOYEES REMUNERATION:

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and
read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, are set out in ANNEXURE - V attached herewith which forms part of this
report.

The statement containing such particulars of employees as required in terms of the provisions
of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report. Pursuant to
the provisions of the Section 136(1) of the Companies Act, 2013, the reports and accounts, as set out
therein, are being sent to all members of the Company, excluding the aforesaid information and the
same is open for inspection at the registered office of the Company during working hours up to the
date of Annual General Meeting and if any member is interested in obtaining such information, may
write to the Company Secretary at the registered office of the Company in this regard.

31. MANAGERIAL REMUNERATION RECEIVED FROM THE COMPANY, HOLDING OR SUBSIDIARY
COMPANY:

During the year, the Company does not have holding or subsidiary Company.

Name	Designation	Remuneration received from the Company for the FY 2024-2025 (Rs. in Lakhs)
Mr. Prasad Reddy Sabbella	Managing Director	72.00/-
Mr. Sharat Reddy Sabbella	Whole-Time Director	60.00/-

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

During the year under review, the Company has not given any loan, guarantee or made Investment as
per the provisions of Section 186 of the Companies Act 2013.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions entered during the year were in ordinary course of business and
on arm''s length basis.

There are no materially significant related party transactions that may have potential conflict
with interest of the company at large.

The details of the related party transactions as per Indian Accounting Standards (Ind AS) - 24 are
set out in the notes to the Financial Statements of the Company.

Form AOC-2 pursuant to Section 134 (2) (h) of the Companies Act, 2013 read with Rule 8 (2) of the
Companies (Accounts) Rules, 2014 is set out the Annexure - IV to the report.

The policy on Related Party Transaction as approved and can be accessed at the website of the Company
https://sharatindustries.com/wp-content/uploads/2025/06/Related-Party-Transaction-Policy.pdf

34. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING:

During the Financial Year 2024-2025, your company has complied with applicable Secretarial
Standards, namely SS-1, SS-2 & SS-3 issued by Company Secretaries of India.

35. ANNUAL SECRETARIAL COMPLIANCE REPORT

Annual Secretarial Compliance report for the Financial Year ended 31^st March 2025 on the
compliance of all applicable SEBI regulation and circulars/guidelines, issued by M/s. BP &
Associates, Practicing Company Secretaries, Chennai was submitted to BSE Limited.

36. SECRETARIAL AUDITOR

In terms of Section 204(1) of the companies Act 2013, read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014, the Board of Directors has appointed M/s.
BP & Associates, Practicing Company Secretaries, Chennai as Secretarial Auditors of the Company
for conducting the Secretarial Audit for the financial year 2024-2025. The report of the Secretarial
Auditor is Annexure -II to this report.

The Secretarial Audit report for the financial year ended 31^st March 2025 contains qualification
and clarification by the Board is as follows:

S. No	Observations/Remarks	Response by the Company
1.	The Company has not followed the procedure for reclassification of Promoters as per the Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The Company is continuously initiating appropriate steps to file a fresh application under Regulation 102 of SEBI (LODR)Regulation 2015 seeking dispensation or relaxation of strict compliance with respect to regulation 31A of SEBI (LODR) Regulation 2015 for rectifying the errors as soon as possible due to incorrect classification of certain public shareholders under promoter’s category.

Further, pursuant to the amended provisions of Regulation 24A of the Listing Regulations and
Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors have approved and recommended the
appointment of M/s. BP & Associates, (Peer Review No:7014/2025) (Firm Registration number
P2015TN040200) as Secretarial Auditors of the Company for a term of up to 5(Five) consecutive
years to hold office from the conclusion of ensuing 35^th AGM till the conclusion of 39^th AGM of
the Company to be held in the Year 2030, for approval of the Members at ensuing AGM of the
Company. Brief profile and other details of M/s. BP & Associates Company Secretaries in Practice,
are separately disclosed in the Notice of ensuing AGM.

37. INTERNAL AUDIT:

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts)
Rules, 2014 and all other applicable provisions (including any amendment thereto) if any of the
Companies Act, 2013, M/s. P S S & CO Chartered Accountants, Chennai were re-appointed as the
Internal Auditors of the Company for the Financial Year 2024-2025.

38. COST AUDIT:

The provisions of the Cost Audit are not applicable to the Company.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT.

Management Discussion and Analysis Report of the company for the year under review as required
under Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is
included in this report.

40. SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNAL

There are no significant and material order passed by the regulators or court or tribunal impacting
the going concern status and the Company''s operations in furture.

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

The Company has in place an Internal Complaints Committee (ICC) in compliance with the
provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. During the financial year 2024-2025

• Number of Complaints Received : Nil

• Number of complaints disposed of : Nil

• Number of cases pending for more than 90 days : Nil

The Company is committed to providing a safe and respectful work environment for all its
employees, and necessary awareness programs are conducted from time to time.

42 COMPALINCE UNDER MATERNITY BENEFIT ACT 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All
eligible women employees have been extended the benefits as prescribed under the Act. The Company
remains committed to supporting working mothers and promoting a gender-inclusive workplace.

43. MECHANISM FOR BOARD EVALUATION:

Regulation 17(10) of SEBI (LODR) Regulations, 2015 states that the Board shall monitor and review the
Board evaluation framework. The Companies Act,2013 states that a formal Annual Evaluation needs
to be made by the Board of its own performance and that of its committees and individual Directors.

Schedule IV of the Companies Act,2013 states that the performance evaluation of the Independent
Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Directors evaluation was broadly based on the parameters such as understanding
of the Company''s vision and objective, skills, knowledge and experience, participation
and attendance in Board/Committee meetings; governance and contribution to strategy;
interpersonal skills etc.

The Board has carried out the annual performance evaluation of its own performance the
Directors individually as well as evaluation of the working of its Board Committees. A structured
questionnaire was prepared covering various spects of the Board''s functioning such as adequacy
of the composition of the Board and its Committees, Board Culture, execution and performance
of specific duties, obligations and governance.

44. PREVENTION OF INSIDER TRADING:

The Company has a policy viz., Code of Conduct to regulate, monitor and report trading by designated
person and same has been posted on the website of the company https://sharatindustries.com/
wp-content/uploads/2025/06/Code-of-Conduct-for-Regulating-Monitoring-and-Reporting-of-
Trading-by-Insiders.pdf

45. PERSONNEL:

The relations between the management and the staff were very cordial throughout the year. Your
Directors take this opportunity to record their appreciation for the co-operation and loyal services
rendered by the employees.

46. GENERAL

Your directors state that no disclosure or reporting is required of the following matter as there
were no transaction on these matters during the year under review:

• Issue of equity shares with differential rights as to divided, voting or otherwise.

• Issue of shares to employees of the Company under any scheme.

• No instance of fraud reported by the Auditors under section 143 (12) of the Act.

• There are no proceedings pending under the Insolvency and Bankruptcy code, 2016.

• There was no instance of one-time settlement with any Banks or financial institution.

47. ACKNOWLEDGEMENTS:

Your Directors gratefully acknowledge with thanks the constructive guidance and co-operation
extended by MPEDA, Axis Bank Limited and Government of Andhra Pradesh, Tamil Nadu and also
to employees at all levels, suppliers, dealers and customers for their strong support.

Your Directors also thank the shareholders for their continued confidence and trust placed by
them with the Company.

By Order of the Board of Directors
For SHARAT INDUSTRIES LIMITED

Place: Netlore S. Prasad Reddy S. Sharat Reddy

Date: 02^nd September 2025 Managing Director Whole-time Director

DIN: 00069094 DIN:02929724

---

Mar 31, 2024

Your Director are pleased to present their Thirty-Fourth (34^th) Annual Report on the business and operations of your Company along with the audited financial statements, both standalone and consolidated, for the financial year ended 31^st March 2024.

1. FINANCIAL HIGHLIGHTS:

Description	Standalone (Rupeesinlakhs)		Consolidated (Rupees inlakhs)
	FY2023-2024	FY 2022-2023	FY 2023-2024	FY2022-2023
Revenue from Operation	30215.92	33253.83	30215.92	33253.83
Other Income	58.77	346.89	58.77	346.89
Total Income	30274.69	33600.72	30274.69	33600.72
Cost of Materials Consumed	24370.26	25363.90	24370.26	25363.90
Changes in Inventory	(1418.75)	(859.06)	(1418.75)	(859.06)
Employee Benefit Expenses	720.69	765.54	720.69	765.54
Finance Cost	938.78	858.68	938.78	858.68
DepreciationandAmortization	469.50	424.03	469.50	424.03
OtherExpenses	4428.29	6138.92	4428.29	6138.92
TotalExpenses	29,508.77	32,692.02	29,508.77	32,692.02
Profit before Tax & Exceptional Items	765.92	908.69	765.92	908.69
ShareofProfit/(Loss) fromAssociate	-	-	-	(4.90)
ExceptionalItems	-	-	-	-
Profit Before Tax	765.92	908.69	765.92	903.79
Tax Expenses	178.62	254.27	178.62	254.27
Profit after Tax	587.30	654.42	587.30	649.52
Earnings Per Share	-	-	-	-
Basic	2.46	2.69	2.46	2.67
Diluted	2.46	2.69	2.46	2.67

2. SUM MARY OF OPERATIONS & STATE OF COMPANY AFFAIRS:

The turnover of the company for the year ended 31^st March, 2024 was ? 30,215.92 Lakhs against ? 33,253.83 Lakhsintheprevious year. Theprofitfortheyear after tax is ? 587.30 lakhs as against a profit of ? 654.42 lakhs during thepreviousfinancial year.

SharatIndustriesLimited is oneoftheveryfew companies inIndia which has all 4 divisions located within a 5-kilometer radius. All the divisions work together to ensure that there is continuous production throughout the year despite pre-existing seasonality in the business in general. This

results in high quality produce due to quick processing and reduced logistics. The Company has invested significantly in the capex of its farm and processing divisions in recent years to further boost the production capacity.

The shortfall in market demand during the year and price fluctuations were the key factors for inappreciable profits. The company is exploring alternate market facilities to increase export volume and lower operating costs. The directors are confident that the performance of the company will improve in the years to come.

3. CHANGES IN SHARE CAPITAL:

During the year under review there were no changes to Share Capital of the Company.

Authorized Share Capital:

The authorized Share Capital of the Company as on 31^st March 2024 is ? 50,00,00,000/- (Rupees Fifty Crore) divided into 5,00,00,000 Equity shares having face value of Rs. 10/- each.

Paid-Up Equity Share Capital:

The Paid-up Capital of the Company is ? 23,91,25,000 (Rupees Twenty Three Crores Ninety One Lakhs Twenty Five Thousand) divided into 2,39,12,500 equity shares having face value of ? 10/- each.

4. DIVIDEND:

The Board of Directors at their meeting held on 14^th November 2023, declared an interim dividend of ? 0.25 (Twenty Five paise only) (2.5%) per equity shares of ? 10/- each. The interim dividend was paid to the shareholders on 08^th December 2023. The total outflow on account of said dividend was ? 59.78 lakhs. Your Board has not recommended any further dividend for the financial year 2023-2024.

5. TRANSFER TO RESERVES:

The Board of Directors of your company has decided not to transfer any amount to the reserves for the year under review.

6. CREDIT RATING:

The Credit rating of the Company remained unchanged during the Financial Year under review.

7. LISTING OF SHARES:

The Equity shares of the Company have been listed on the BSE Limited. The Company has paid applicable listing fees to the Stock Exchange and Depositories within stipulated time.

8. NATURE OF BUSINESS:

The company continues to be an integrated Aquaculture company with Hatchery, Culture, Feed and Shrimp Processing & Exports business and during the year, the company has not changed its business.

9. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments, which affect the financial position of the company that have occurred between the end of the financial year to the date of this report.

10. ALTERATION OF MEMORANDUM OF ASSOCIATION

During the year under review, your company has not altered its Memorandum of Association and Articles of Association.

11. INTERNALCONTROLSYSTEMSANDITSADEQUACY:

In accordance with Section 134(5) of the Act, the Company has Internal Financial Control Policies by means of policies & procedures commensurate with size and nature of operations. The Company''s policies, procedures & standardsare developed toupholdinternal controlsacrossthe organisation. These controls ensure transactionsare authorised,recordedand reported correctly and assets are safeguarded and protected againstloss fromunauthorised use or disposition. In addition, there are operational controls and fraud risk controls, coveringthe entire spectrum of internal financial controls. The controls were testedduringtheyear andnomaterial weaknessexists. AuditCommittee of the Board, periodically reviews the internal audit plans and observations/recommendations of Internal and Statutory Auditors. In accordance with Rule 8(5) (viii) of Companies (Accounts) Rules, 2014, it is hereby confirmed that theInternal Financial Controls are adequate with referenceto the financial statements.

12. ANNUAL RETURN:

Pursuant to the provisions of Section92(3)and Section134(3) of the CompaniesAct2013read withrule 12 of the Companies (Management andAdministration)Rules 2014asamendedfromtimetotime, theAnnual Return of the Company as on 31^st March2024ine-form MGT-7 isavailableonCompany''swebsite andcan beaccessed at http://www.sharatindustries.com/uploads/3/9/8/5/39859679/sil_draft_mgt-7_fy_23-24.pdf

13. DETAILS OF SUBSIDIARIES AND ASSOCIATE COMPANIES:

UnitedAquatech PrivateLimited

UnitedAquatechPrivateLimited isCompany''s associateinChennai. Yourcompany holds49%of United Aquatech Private Limited equity share capital. United Aquatech Private Limited deals in business of Special Purpose Vehicle (SPV) for development of and operation of Shrimp farm at projectlocations.

During the year under review, UnitedAquatech PrivateLimitedrecordedrevenueof ? 178.68 lakhs(previous year ? 284.79 lakhs) and registeredlossbefore taxof ? 10.61 lakhs(previousyearloss ? 20.04lakhs)

Pursuant to section 129(3) of the Act,the statement containing the salient features of thefinancial statements of the Company''s associateisenclosed as Annexure-III of theBoard Report.

14. STATUTORY AUDITORS:

M/s A. R Krishnan & Associates, Chartered Accountants (FRN: 009805S) were re-appointed as statutoryauditorsoftheCompany for a second term of five (5) consecutiveyears,toholdofficefrom theconclusion of the 32^nd Annual General Meeting held on 29^th September 2022 tilltheconclusion of37^th Annual Generalmeeting to be held in the year 2027.

15. STATUTORY AUDITOR S'' REPORT:

The Statutory Auditors report for the Financial Year 2023-2024 does not contain any qualification, reservation or adverse remark or disclaimer.

16. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there were no changes on the Board of Directors of the Company.

KEY MANAGERIAL PERSONNEL:

Mr. M. Balamurugan (Membership No: A66115) was appointed as Company Secretary and Compliance officer with effect from 22^nd April 2023 and continues to hold the position.

RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION:

In terms of Section 152 of the Companies Act, 2013, Mr. Shanmugam P (DIN: 08877587) is liable to retire by rotation at the ensuing 34^th Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee has recommended the re-appointment of Mr. Shanmugam P (DIN: 08877587) as Director of the Company.

17. DECLARATION FROM INDEPENDENT DIRECTORS:

The Board of Directors has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The Independent Directors have also complied with the Code of Conduct prescribed in Schedule IV to the Act.

In accordance with Companies (Appointment & Qualification of Directors) Fifth Amendment Rules, 2019, Company has received declarations from Independent Directors confirming that they have registered with the Independent Directors Data Bank through Indian Institute of Corporate Affairs.

Information on familiarization program to Independent Directors is provided in the Corporate Governance Report section of this Annual Report.

18. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Separate meeting of Independent Directors was held on 14^th February 2024 to review the performance of the Non-Independent Directors and the Board as a whole, to review the performance of Chairperson of the Company and assess the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

19. DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 & 134 (5) of the Companies Act, 2013, shall state that:

a. that the financial statements for the year ended March 31,2024 have been prepared in conformity with Indian Accounting Standards (Ind AS) and requirements of the Act, and that of guidelines issued by SEBI, to the extent applicable to the Company along with proper explanation relating to material departures;

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March 2024 and of the profit of the company for the year ended on that date;

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detectingfraudandother irregularities;

d. The directors had prepared theannual accountson a goingconcern basis;

e. The directors had laid down internal financialcontrolstobefollowedbythe companyandthatsuch internal financial controls areadequate andwere operating effectively.

f. The directors had devised proper systemstoensurecompliance with theprovisionsofallapplicable laws and that such systems wereadequate and operating effectively.

20. NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2023-2024 under review, the BoardofDirectors of the company met 5 (Five) times i.e., on 22^nd April 2023, 30^th May2023,12^th August2023,14^th November2023 and14^th February2024.

The further details relating to theBoardmeetings aregivenin CorporateGovernanceSectionof this Annual Report. The gap betweenanytwoMeetings was within the period prescribedintheCompanies Act 2013 and SEBI LODR.

21. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

Ason thedate of thisreport, the Boardconsistsof6(Six)Directors,ofwhich2 (Two)areExecutive Directors (one Managing Director and one Whole-Time Director), 4 (Four) are Non-executive Directors (Three are Independent andoneisNon-Independent)Director.The policyofthe Company onDirector''s appointmentand remuneration, includingcriteriafordetermining qualifications, independence and othermattersas provided under subsection (3) of Section 178 of theCompaniesAct, 2013(the Act)is available onthe Company''swebsite at http://www.sharatindustries.com/uploads/3/9/8/5/39859679/ sharat_industries_remuneration_policy.pdf

22. AUDIT COMMITTEE:

Your Company has an Audit Committeepursuant to therequirementsoftheAct read withRules framed there under and SEBI (LODR) Regulations, 2015.Thedetails relating to thesamearegiven in thereport on Corporate Governance forming partof thisReport.During FY 2023-2024the recommendations of Audit Committee were duly acceptedbythe Board.

23. VIGIL MECHANISM/ WHISTLE - ELOWER POLICY:

PursuanttoSection 177(9) of theCompaniesAct 2013andRegulation22of theSEBI(ListingObligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a whistle blower mechanism for directors and employeesto reportconcernsabout unethical behavior, actualor suspected frauds orviolation oftheCompany''s code ofconductandethics. TheAudit Committee of the Board overseesthefunctioning of Whistle Blower Policy. The WhistleBlowerPolicy covering allthe employees and directorsisavailable in the Company''swebsite. The Vigil Mechanism Policy hasbeenuploaded on the website of the Company at http://www.sharatindustries.com/uploads/3/9/8/5/39859679/sharat_ industries_vigil_mechanism_and_whistle-blower_policy.pdf

24. RISK MANAGEMENT:

The risk management is based on the clear understanding of the type and severity of risks that the organization faces and the processes to be followed for monitoring and measuring on a continuous basis to manage the same with ease and efficiency.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The details of conservation of energy, technology absorption, foreign exchange earnings and outflow are as follows:

a. Conservation of energy

S.No	Particulars	FY 2023-2024
(i)	The steps taken towards conservation of energy	To plan replacement of all ACBs at main control room.
(ii)	The steps taken by the company for utilizing alternate sources of energy	Need to plan stand by DG set for the replacement of old 725 KVA DG set and synchronizing setups.
(iii)	The capital investment on energy conservation equipments	Planning for solar projects at 1.50 MV DC to 1.2 MV AC.

b. Technology absorption:

S.No	Particulars	FY 2023-2024
(i)	Efforts made towards technology absorption	Installed evaporative condenser for replacement of old condenser to carry out full production capacity.
(ii)	Benefits derived like product improvement, cost reduction, product development or import substitution	Installed all VFD drives to system motors/ compressor units
(iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	Evaporative condensers, grading machinery etc.
	(a) details of technology imported	System upgraded with drives an operation
	(b) the year of import;	2023-2024
	(c) whether the technology been fully absorbed	Yes 90% of technology absorbed
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	One old screw compressor is replaced with new motor and another one will be planned soon
(iv)	The expenditure incurred on Research and Development	Rs. 8-10 lakhs

26. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the details of Foreign Exchange Earnings and outgo are as under:

Particulars	FY 2023-2024 (Rs. in lakhs)	FY 2022-2023 (Rs. in lakhs)
Foreign Exchange	? 21,080.71/-	? 23,072.44/-
Foreign Outgo	? 418.93/-	? 650.12/-

27. CORPORATE SOCIAL RESPONSIBILITY^ SR):

In terms of Section 135 of the CompaniesAct2013read withCSR rules,yourcompany during the year 2023-2024 spent ? 12.10 Lakhs being the two percent of the average net profit of your Company during the three preceding financial yearinaccordance withCSRpolicy of theCompany.

Annual Report on CSR initiativesasrequired under the Companies(Corporate SocialResponsibility Policy) Rules 2014, as amended (CSRRules)is annexed as Annexure - I andforms partof thisreport.

28. CORPORATE GOVERNANCE:

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a Compliance report on Corporate Governance as per Schedule V of the Listing Regulations, along with a Certificate of Compliance from the Practicing Company Secretary forms part of this report as Annexure - VI

29. DEPOSITS

During the year under review, yourCompany has not invited or acceptedany depositsfrom thepublic under Section 76 of the CompaniesAct,2013andRules made there under.

30. PARTICULARS OF EMPLOYEES REMUNERATION:

Theinformation asrequiredunder the provisions of Section 197(12) of theCompaniesAct,2013and read withRule 5(1),5(2)and5(3)of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules,2014, are set out in Annexure - V attached herewithwhich formspartof thisreport.

The statement containing such particularsof employees as required intermsofthe provisionsofSection 197(12) of the Act read with rules5(2) and 5(3)ofthe Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014,forms partof theAnnualReport.Pursuanttotheprovisionsof the Section 136(1) of the CompaniesAct,2013,the reportsand accounts, assetout therein, are being sent to all members of the Company, excludingthe aforesaidinformation and the same is open for inspection at the registered office of the Companyduringworkinghoursupto thedateof Annual General Meeting and if any member is interested inobtainingsuchinformation,may writeto theCompanySecretaryat the registered office of the Companyinthisregard.

31. MANAGERIAL REMUNERATION RECEIVLD FROM THE COMPANY, HOLDING OR SUBSIDIARY COMPANY:

Duringtheyear, theCompany does not have holdingorsubsidiary Company.

Name	Designation	Remuneration received from the Company for the FY 2023-2024 (Rs. in Lakhs)
Mr. Prasad Reddy Sabbella	Managing Director	72/-
Mr. Sharat Reddy Sabbella	Whole-Time Director	60/-

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 DETAILS OFLOANS:

During the year under review, the Company has not given any loan, guarantee or made Investment as per the provisions of Section 186 of the Companies Act 2013.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions entered during the year were in ordinary course of business and on arm''s length basis.

There are no materially significant related party transactions that may have potential conflict with interest of the company at large.

The details of the related party transactions as per Indian Accounting Standards (Ind AS) - 24 are set out in the notes to the Financial Statements of the Company.

Form AOC-2 pursuant to Section 134 (2) (h) of the Companies Act, 2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is set out as Annexure - IV to the report.

The policy on Related Party Transaction as approved and can be accessed at the website of the Company http://www.sharatindustries.com/uploads/3/9/8/5/39859679/sharat_industries_rtp.pdf

34. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING:

During the Financial Year 2023-2024, your company has complied with applicable Secretarial Standards, namely SS-1, SS-2 & SS-3 issued by Company Secretaries of India.

35. ANNUAL SECRETARIAL COMPLIANCE REPORT

Annual Secretarial Compliance report for the Financial Year ended 31^st March, 2024 on the compliance of all applicable SEBI regulation and circulars/guidelines, issued by M/s. BP & Associates, Practicing Company Secretaries, Chennai was submitted to BSE Limited.

36. SECRETARIAL AUDITOR ''S REPORT

In terms of Section 204(1) of the companies Act 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board of Directors has appointed M/s. BP & Associates, Practicing Company Secretaries, Chennai as Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year 2023-2024.The report of the Secretarial Auditor is Annexure -II to this report.

The Secretarial Audit report for the financial year ended 31^st March 2024 contains qualification and clarification by the Board is as follows:

S. No	Observations/Remarks	Response by the Company
1.	The Company has not followed the procedure for reclassification of Promoters as per the Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The Company is continuously initiating appropriate steps to file a fresh application under Regulation 102 of SEBI (LODR) Regulations, 2015 seeking dispensation or relaxation of strict compliance with respect to regulation 31A of SEBI (LODR) Regulations, 2015 for rectifying the errors as soon as possible due toincorrectclassification ofcertain publicshareholders under promoter''scategory.
2.	The Company has not filed certain forms and maintained register as required under other laws that are applicable to the Company.	The Company has taken cognizant of the fact and has ensured that the company will take all the possible steps to comply with the provisions of allapplicable laws applicable tocompany.

37. INTERNAL AUDIT:

Pursuant to Section 138 of the CompaniesAct,2013readwithRule13 oftheCompanies (Accounts) Rules, 2014 and all other applicable provisions (including any amendment thereto) if any of the Companies Act, 2013, M/s. P S S & CO CharteredAccountants, Chennaiwerere-appointed as the Internal Auditors of the Company for the Financial Year 2023-2024.

38. COST AUDIT:

The provisions of the Cost Auditarenotapplicabletothe Company.

39. MANAGEMENT DISCUSSION AND ANALYSIS RE!PORT.

Management Discussion and AnalysisReport of the companyfor theyear under review as required under Regulation 17 of SEBI (Listing ObligationsandDisclosure Requirements)Regulations, 2015 is included inthis report.

40. SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNAL

Thereare nosignificantandmaterialorderpassedbythe regulators orcourtor tribunalimpacting the goingconcern status and the Company''s operationsin furture.

41. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

To prevent sexual harassment ofwomen atwork place, anew actTheSexualHarassmentof Womenat Workplace (Prevention, ProhibitionandRedressal) Act,2013 hasbeen notified on 9^thDecember, 2013 and every company is required tosetupan InternalComplaints Committee to look into complaints relating to sexual harassment atworkplaceofany womenemployee.

Your Companyhasadopted a policy forprevention ofSexualHarassment ofWomenatworkplaceand hassetupCommittee for implementationof saidpolicy. During the year Company has notreceivedany complaintofharassment.

42. MECHANISM FOR BOARD EVALUATION:

Regulation17(10)ofSEBI (LODR)Regulations,2015 statesthatthe Boardshall monitor andreview the Board evaluation framework. The Companies Act,2013statesthat a formal Annual Evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors.

Schedule IV of the Companies Act,2013 states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Directors evaluation was broadly based on the parameters such as understanding of the Company''s vision and objective, skills, knowledge and experience, participation and attendance in Board/Committee meetings; governance and contribution to strategy; interpersonal skills etc.

The Board has carried out the annual performance evaluation of its own performance the Directors individually as well as evaluation of the working of its Board Committees. A structured questionnaire was prepared covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

43. PREVENTION OF INSIDER TRADING:

The Company has a policy viz., Code of Conduct to regulate, monitor and report trading by designated person and same has been posted on the website of the company http://www.sharatindustries.com/ uploads/3/9/8/5/39859679/code_of_conduct_for_insider_trading.pdf

44. PERSONNEL:

The relations between the management and the staff were very cordial throughout the year. Your Directors take this opportunity to record their appreciation for the co-operation and loyal services rendered by the employees.

45. GENERAL

Your directors state that no disclosure or reporting is required of the following matter as there were no transaction on these matters during the year under review:

• Issue of equity shares with differential rights.

• Issue of shares to employees of the Company under any scheme.

• No instance of fraud reported by the Auditors under section 143 (12) of the Act.

• There are no proceedings pending under the Insolvency and Bankruptcy code, 2016.

• There was no instance of one-time settlement with any Banks or financial institution.

46. ACKNOWLEDGEMENTS:

Your Directors gratefully acknowledge with thanks the constructive guidance and co-operation extended by MPEDA, AXIS BANK LIMITED and Government of Andhra Pradesh, Tamil Nadu and also to employees at all levels, suppliers, dealers and customers for their strong support.

Your Directors also thank the shareholders for their continued confidence and trust placed by them with the Company.

By Order of the Board of Directors For SHARAT INDUSTRIES LIMITED

Place: Nellore S. Prasad Reddy S. Sharat Reddy

Date: 22^nd July 2024 Managing Director Whole-time Director

DIN:00069094 DIN:02929724

---

Mar 31, 2023

Your Directors have a pleasure of presenting the 33^rd Annual Report of Sharat Industries Limited along with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31^st March 2023.

1. FINANCIAL HIGHLIGHTS:

Description	Standalone (Rupees inlakhs)		Consolidated (Rupees inlakhs)*
	FY2022-2023	FY 2021-2022	FY2022-2023
Revenue from Operation	33,253.83	24,703.29	33,253.83
Other Income	346.89	106.73	346.89
Total Income	33,600.72	24,810.02	33,600.72
Cost of Materials Consumed	25,363.90	16,390.16	25,363.90
Changes in Inventory	(859.06)	1,125.00	(859.06)
Employee Benefit Expenses	765.54	753.55	765.54
Finance Cost	858.68	614.14	858.68
Depreciation and Amortization	424.03	386.20	424.03
Other Expenses	6,138.92	5,090.46	6,138.92
TotalExpenses	32,692.02	24,359.51	32,692.02
Profit before Tax & ExceptionalItems	908.69	450.51	908.69
Shareof Profit/(Loss)from Associate	-	-	(4.90)
ExceptionalItems	-	-	-
Profit BeforeTax	908.69	450.51	903.79
Tax Expenses	254.27	104.62	254.27
Profit after Tax	654.42	345.90	649.52
Earnings Per Share
Basic	2.69	1.53	2.67
Diluted	2.69	1.53	2.67

* United Aquatech Private Limited was incorporated on 08^th June 2022. Hence the reporting of Consolidation Statement is not applicable for the previous year 2021-22.

2. SUMM ARY OF OPERATIONS & STATE O F COM PA NY AFFAIR S:

Theturnoverofthe company for theyearended31^stMarch,2023was 33,253.83LakhsagainstRs. 24,703.29Lakhs intheprevious year. Theprofit fortheyear aftertaxisRs. 654.42lakhsas againsta profitofRs.345.90lakhs duringthepreviousfinancial year.

Sharat Industries Limited is one of the very fewcompaniesin India which has all4 divisions located within a 5-kilometer radius. All the divisions worktogethertoensurethatthereiscontinuousproduction throughout the year despite pre-existing seasonality in the business in general. This results in high quality produce due to quick processing and reduced logistics. The Company has invested significantly in the capex of its farm

and processing divisions in recent years to further boost the production capacity.

The Company''s performance was good when compared to last year and we have achieved nearly double the profit during this year. The company is exploring alternate market facilities to increase export volume and lower operating costs. The directors are confident that the performance of the company will improve in the years to come.

3. CHANGES IN SHARE CAPITAL:

During the year under review the Company has reclassified its Authorized Capital from Rs.

50.00. 00.000/- (Rupees Fifty Crores only) divided into 3,00,00,000 (Three Crores) equity shares of face value of Rs. 10/- each and 20,00,000 (Twenty Lakhs) Redeemable Preference Shares of Rs. 100/- each to Rs. 50,00,00,000/-(Rupees Fifty Crores) divided into

5.00. 00.000 (Five Crores) Equity Shares of Rs. 10/-(Rupees Ten Only) each by cancelling the existing unissued 20,00,000 (Twenty Lakhs) Redeemable Preference Shares of Rs. 100/- each of the Company.

During the year, in compliance with Regulation 170(2) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Company has received differential price (additional securities premium account) of Rs. 10/- per equity share on account of the price being revised from Rs.50/-to Rs.60/- per equity share for 19,00,000 equity shares allotted on 31st January 2022 pursuant to conversion of warrants issued on preferential basis.

The Paid-up equity share capital of the Company stood at Rs. 23,91,25,000 (2,39,12,500 Equity shares to Rs.10/- each fully paid) as on 31^st March 2023.

4. DIVIDEND:

In order to retain the profits to strengthen the capital base and improve the liquidity of the company, no dividend has been recommended by the Board for the Financial Year ended 31^st March 2023.

5. TRANSFER TO RESERVES:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the Year under review.

6. CREDIT RATING:

The Credit rating of the Company remained unchanged during the Financial Year under review.

7. LISTING OF SHARES:

The Equity shares of the Company have been listed on the BSE Limited. The Company has paid applicable listing fees to the Stock Exchange and Depositories within stipulated time.

8. NATURE OF BUSINESS:

The company continues to be an integrated Aqua Culture company with Hatchery, Culture, feed and Shrimp Processing & Exports business and during the year, the company has not changed its business.

9. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments, which affect the financial position of the company that have occurred between the end of the financial year to the date of this report.

10. ALTERATION OF MEMORANDUM OF ASSOCIATION

The Company has altered the Capital Clause of Memorandum of Association by reclassification of the Authorised Capital of the Company from Rs.

50,00,00,000/- (Rupees Fifty Crores only) divided into 3,00,00,000 (Three Crores) equity shares of face value of Rs. 10/- each and 20,00,000 (Twenty Lakhs) Redeemable Preference Shares of Rs. 100/-each to Rs. 50,00,00,000/-(Rupees Fifty Crores) divided into 5,00,00,000 (Five Crores) Equity Shares of Rs. 10/- (Rupees Ten Only) each, by cancelling the existing unissued Redeemable Preference share capital divided into 20,00,000 (Twenty Lakhs only) Redeemable Preference Shares of Rs. 100/- each.

11. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

In accordance with Section 134(5) of the Act, the Company has Internal Financial Control Policies by means of policies & procedures commensurate with size and nature of operations. The Company''s policies, procedures & standards are developed to uphold internal controls across the organisation. These controls ensure transactions are authorised,

recorded and reported correctly and assets are safeguarded and protected against loss from unauthorised use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. The controls were tested during the year and no material weakness exists. Audit Committee of the Board, periodically reviews the internal audit plans and observations/recommendations of Internal and Statutory Auditors. In accordance with Rule 8(5) (viii) of Companies (Accounts)Rules, 2014, it is hereby confirmed that the Internal Financial Controls are adequate with referencetothe financial statements.

12. ANNUAL RETURN:

Pursuant to section 92(3) the Companies Act, 2013 and rule 12(1) of the companies (Management and Administration) Rules, 2014, as amended from time to time, the Annual Return filed for the financial year ended 31^st March 2023 is available on the Company''s website and canbe accessed at http://www.sharatindustries.com/ uploads/3/9/8/5/39859679/form_mgt_7_22-23.pdf

13. DETAILS OF SUBSIDIARY/JOINT VEINTURES/ASSOCIATE COMPANIES:

During the year under review, your Company has made an Equity investment of 49% in United Aquatech Private Limited by subscribing to 49,000 (Forty-Nine Thousand only) shares of face value Rs. 10/- each. Hence, during the year2022-23,United Aquatech Private Limited has becomethe Associate of the Company.

Highlights of Performance of AssociateCompany:

The Company is carrying on thebusinessonSpecial Purpose Vehicle (SPV) basis for ofdevelopment and operation of Shrimp Farm at project Location. During the year, TheCompany''s revenues fromoperation for the FY 2022-2023 were Rs.2,84,79,000/- Crores which is registering remarkable growth being 1^st Yearof Incorporationof Company. Theearnings per share (Basic and Diluted) for the year were (20.04) andincurred alossofRs. 20,04,000/-

Pursuant to section 129(3) of the Act, the statement containing the salient features of the financial

statements of the Company''s associate is enclosed as Annexure- II of the Board Report.

14. STATUTORY AUDITORS:

M/s A. R Krishnan & Associates, Chartered Accountants (FRN:009805S)werere-appointed as statutoryauditorsof theCompany for a second term of five(5)consecutive years, to hold office from the conclusion ofthe 32^nd AnnualGeneral Meeting held on 29^th September 2022 till theconclusionof 37^th AnnualGeneralmeeting.

15. STATU TORY AUDITORS'' REPORT,:

The Statutory Auditors report for the Financial Year 2022-23 does not contain any qualification, reservation or adverse remark or disclaimer.

16. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

APPOINTMENT:

On recommendation of the Nomination and Remuneration Committee,theBoard hadconsidered andapproved thefollowing:

a) Appointment of Mr. Swayze Mani (DIN: 09604569) as an Additional Director (NonExecutive Independent) with effect from 16^th May 2022 fora term offive (5)consecutiveyears and same was approved by the Shareholders of the Company in the Extra-Ordinary General Meeting (EGM)held on10^th June2022.

b) Appointment of Mrs. Geetha Adhyam Bindu (DIN:07017187) as an AdditionalDirector(Non-Executive Independent) with effect from 10^th February 2023 for a term of five (5) consecutive years and same was approved by the Shareholders through PostalBallotprocesson23^rd March2023.

RESIGNATION:

a) Mr. CH. Kishore Kumar (DIN:00849345) resigned from the position ofthe IndependentDirector of theCompanywitheffect from30^th July2022 due to his personal reasons and other professional commitments.

There were no other material reasons of the resignation other than those mentioned above.

b) Mrs. Durga Thota (DIN:07138565) resigned from the position of the Independent Director of the Company with effect from 01^st March 2023 due to personal reasons and other professional commitments.

There were no other material reasons of the resignation other than those mentioned above.

RE-APPOINTMENT:

a) Mr. Prasad Reddy Sabbella (DIN:00069094), Managing Director was re-appointed as Managing Director for a period of 3 years with effect from 01^st April 2023 to 31^st March 2026 by way of Special Resolution passed by the Shareholders of the Company through Postal ballot process on 23^rd March 2023.

b) Mr. Sharat Reddy Sabbella (DIN:02929724), Whole Time Director was re-appointed as WholeTime Director for a period of 3 years with effect from 01^st April 2023 to 31^st March 2026 by way of Special Resolution passed by the Shareholders of the Company through Postal ballot process on 23^rd March 2023.

KEY MANAGERIAL PERSONNEL:

a) Mrs. R. Jashvadha (Membership No: A64475) was appointed as a Company Secretary and Compliance Officer with effect from 27^th May 2022 and subsequently resigned from the position of Company Secretary & Compliance officer with effect from 05^th December 2022 after the closure of the business hours due to personal reasons.

b) Mr. Durga Prasad resigned from the position of Chief Financial Officer with effect from 19^th February 2023.

c) Mr. N. Thyagarajan was appointed as Chief Financial Officer with effect from 21^st February 2023 and continuous to hold the position.

d) Mr. M. Balamurugan (Membership No: A66115) was appointed as Company Secretary and Compliance Officer with effect from 22^nd April 2023 and continues to hold the position.

RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION:

In terms of Section 152 of the Companies Act, 2013, Mr. Sharat Reddy Sabbella (DIN:02929724) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee has recommended the re-appointment of Mr. Sharat Reddy Sabbella (DIN:02929724) as Director of the Company.

17. DECLARATION FROM INDEPENDENT DIRECTORS:

The Board of Directors has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of Independence as prescribed both under subsection (6) of Section 149 of the Companies Act, 2013 and under Regulation 16( 1 )(b) read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The Independent Directors have also complied with the Code of Conduct prescribed in Schedule IV to the Act.

In accordance with Companies (Appointment & Qualification of Directors) Fifth Amendment Rules, 2019, Company has received declarations from Independent Directors confirming that they have registered with the Independent Directors Data Bank through Indian Institute of Corporate Affairs.

Information on familiarization program to Independent Directors is provided in the Corporate Governance Report section of this Annual Report.

18. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Separate meeting of Independent Directors was held on 23^rd February 2023 to review the performance ofthe Non-Independent Directors and the Board as a whole, to review the performance of Chairperson of the Company and assess the quality, quantity and timeliness of flow of information between the

management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

19. DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors'' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection134& 134 (5) of the Companies Act, 2013, shall state that:-

a. that the financial statements for the year ended March 31,2023 have beenprepared in conformity with Indian AccountingStandards (Ind AS) and requirementsofthe Act, and that of guidelines issued by SEBI, to the extent applicable to the Companyalongwith proper explanation relating to materialdepartures;

b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March 2023 and ofthe profit of the company forthe year ended on thatdate;

c. The directorshad taken properand sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets ofthecompanyand forpreventingand detecting fraud and otherirregularities;

d. The directors had prepared the annual accounts on a going concern basis;

e. The directors had laid downinternalfinancial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. The directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

20. NUMBER OF MEETINGS OFTHE BOARD:

During the Financial Year 2022-23 under review, the Board of Directors of the company met9 (Nine) times i.e., on 16^th May 2022, 27^th May 2022, 30^th

July 2022, 31^st August 2022, 10^th October 2022, 08^th November 2022, 14^th January 2023, 10^th February 2023 & 23^rd February 2023.

The further details relating to the Board meetings are given in Corporate Governance Section of this AnnualReport. ThegapbetweenanytwoMeetings waswithin theperiodprescribed in the Companies Act 2013and SEBI LODR.

21. POLICY ON DIRECTORS''APPOINTMENT AND REMUNERATION:

Asondate of this report,theBoard consists of 6 (Six) Directors,of which2(Two) areExecutive Directors (one Managing Director and one Whole-Time Director),4 (Four)areNon-executive Directors (Three are Independent and one is Non-Independent) Director. The policy of theCompany onDirector''s appointment and remuneration, including criteria for determining qualifications, independence and other matters as provided under subsection (3) of Section178 oftheCompaniesAct, 2013 (theAct) is available on theCompany''s website at http://www. sharatindustries.com/uploads/3/9/8/5/39859679/ sharat_industries_remuneration_policy.pdf

212. AUDIT COMMITTEE:

Your Companyhas anAudit Committeepursuant to the requirements ofthe Act readwith Rules framed thereunder and SEBI(LODR)Regulations,2015. The details relating to the same are givenin the report on Corporate Governance forming part of this Report.During FY2022-23therecommendations of AuditCommitteeweredulyacceptedbytheBoard.

23. VIGIL MECHANISM/ WHISTLE - BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a whistle blower mechanism for directors and employees to report concerns about unethical behavior, actual or suspected frauds or violation of the Company''s code of conduct and ethics. The Audit Committee of the Board oversees the functioning of Whistle Blower Policy. The Whistle

Blower Policy covering all the employees and directors is available in the Company''s website. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.sharatindustries.com/ uploads/3/9/8/5/39859679/sharat_industries_vigil_mechanism_and_whistle-blower_policy.pdf

24. RISK MANAGEMENT:

The risk management is based on the clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation reserves.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a. Conservation of energy

S.No	Particulars	FY 2022-2023
(i)	the steps taken or impact on conservation of energy	We have decided to replace all the ABCs at main control room and promote energy conservation by using LED lights instead of traditional lighting methods.
(ii)	The steps taken by the company for utilizing alternate sources of energy	Need to plan stand by DG set for the replacement of old 725 KVA DG set and synchronization setups.
(iii)	the capital investment on energy conservation equipments	Rs. 2-3 lakhs

b. Technology absorption:

|s.No	Particulars	FY 2022-2023
(i)	The efforts made towards technology absorption	Installed evaporative condenser for replacement of old and commissioned to carry to production full load.
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	Installed all VFD drives to system motors /compressor units
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	Evaporative condensers, grading machinery etc.
	(a) the details of technology imported	System upgraded with drives an operation
	(b) the year of import;	2022-2023
	(c) whether the technology been fully absorbed	Yes 90% of technology absorbed
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	One old screw compressor is replaced with new motor and another one will be planned
(iv)	the expenditure incurred on Research and Development	Rs. 8-10 lakhs

26. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the details of Foreign ExchangeEarningsandoutgoareasunder:

Particulars	FY 2022-2023 (Rs. in Lakhs)	FY 2021-2022 (Rs.in Lakhs)
Foreign Exchange	23,072.44/-	15,041.85/-
Foreign Outgo	650.12/-	860.07/-

27. CORPORATE SOCIAL RESPONSIBILITY(CSR):

The company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1)ofthe Companies Act, 2013 and henceitisnotrequiredto formulate policy on corporate socialresponsibility.

28. CORPORATE GOVERNANCE:

In accordance with SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 (Listing Regulations), a Compliance report on Corporate Governance as per Schedule V of the Listing Regulations,alongwith aCertificate ofCompliance from the Practicing Company Secretary formspart of thisreport.ANNEXURE-VI

29. DEPOSITS

During the year under review, your Company has not invited or accepted any deposits fromthepublic under Section 76 of the CompaniesAct,2013 and Rules made there under.

30. PARTICULARS OF EMPLOYEES REMUNERATION:

The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set outinANNEXURE-IV& Vattached herewith which formspartofthisreport.

The statement containing such particulars of employees as required in termsoftheprovisionsof

Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report. Pursuant to the provisions of the Section 136(1) of the Companies Act, 2013, the reports and accounts, as set out therein, are being sent to all members of the Company, excluding the aforesaidinformationand the same is open for inspection at the registered office of the Company during working hours up to the date of Annual General Meeting and if any member is interested in obtaining such information, may write to the Company Secretary at the registered office of the Companyin thisregard.

31. MANAGERIAL REMUNERATION RECEIVED FROM THE COMPANY, HOLDING OR S UBSIDIARY CO MPANY:

During the year, the Company has no holding or subsidiary Company.

Name	Designation	Remuneration receivedfrom theCompany fortheFY 22-23 (Rs.in Lakhs)
Mr.Prasad	Managing	72/-
Reddy Sabbella	Director
Mr. Sharat	Whole-Time	60/-
ReddySabbella	Director

32. PARTICULARS OF LOANS, GUARANTEES OR INVEETMENTS UNDER SECTiON 18(6 DETAILS OFLOANS:

The Company has not given any loans under the provision of section 186 of the Companies Act, 2013. However, the Company has given guarantee and made investment as per the provisions of section 186 of the Companies Act 2013. The details of which ismentioned inthenotesof the financial statements forming part of this annual report.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions entered during the year were in ordinary course of business and on arm''s length basis.

There are no materially significant related party transactions that may have potential conflict with interest of the company at large.

The details of the related party transactions as per Indian Accounting Standards (Ind AS) - 24 are set out in the notes to the Financial Statements of the Company.

Form AOC-2 pursuant to Section 134 (2) (h) of the Companies Act, 2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is set out the ANNEXURE - III to the report.

The policy on Related Party Transaction as approved and can be accessed at the website of the Company http://www.sharatindustries.com/uploads/3/9/8/5/39859679/sharat_industries_rtp.pdf

34. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING:

During the Financial Year 2022-2023, your company has complied with applicable Secretarial Standards, namely SS-1 & SS-2 issued by Company Secretaries of India.

35. ANNUAL SECRETARIAL COMPLIANCE REPORT

Annual Secretarial Compliance report for the Financial Year ended 31^st March, 2023 on the compliance of all applicable SEBI regulation and circulars/guidelines, issued by Mr. S. Ganesan, Company Secretary in Practice was submitted to BSE Limited.

36. SECRETARIAL AUDITOR ''S REPORT

In terms of Section 204(1) of the companies Act 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board of Directors has appointed M/s. BP & Associates, Practicing Company Secretaries, Chennai as Secretarial Auditors of the Company for conducting the Secretarial Audit for the financial year 2022-2023.The report of the Secretarial Auditor is Annexure -I to this report.

The Secretarial Audit report for the financial year ended 31^st March 2023 contains qualification and clarification by the Board is as follows:

S. No	Observations/Remarks	Response by the Company
1.	The Company was not able to appoint Compliance officer as per the Regulation 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from 12th January 2022 to 26th May 2022 and 06th December 2022 to 21st April 2023 due to resignations of Mr. Vignesh Ram, (Membership No. A32958) (Resignation dated 11th January, 2022) and Mrs. R. Jashvadha (Membership No. A64475) (Resignation dated 05th December, 2022) respectively.	The Company has taken necessary steps to address gap in the appointment of compliance officer and appointed Mr. M. Balamurugan (A66115) as Compliance officer with effect from 22nd April 2023.

S. No	Observations/Remarks	Response by the Company
2.	The Company has not followed the procedure for reclassification of Promoters as per the Regu-lation31AofSEBI(ListingObligationsandDis-closure Requirements) Regulations, 2015.	Few shareholders of the Company belonging to the Public Category were inadvertently classified as the "Promoters" of the Company. Subsequently, the Company took steps to rectify the same by reclassifyingthepromoter categoryas envisaged undertheprovisions ofRegulations 31A of SEBI (LODR) Regulations, 2015.
3.	The company has a Structured Digital Database (SDD) for handling Unpublished Price Sensitive information. However, thereweregaps in the implementation of SDD inline withRegulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015.	The Gaps have been rectified by the company, Now Company has proper control in the Structured Digital Database (SDD) for handling Unpub-lishedPrice Sensitiveinformation.
4.	The Company has not filed certain forms and maintained register as requiredunderother laws that are applicable to theCompany.	TheCompany hastaken the cognizes of the fact andwill take all the possible steps to comply with the provisions ofother laws applicable to company.
5.	There was one instance wherethe Company didn''t make disclosure to the stock exchange as required under Regulation 30 ofSEBI (Listing Obligations and Disclosure Requirements)Regulation, 2015	The Companywilltake allthepossiblesteps to avoid this type ofnon-complianceinfuture.

37. INTERNAL AUDIT:

Pursuant to Section 138of the CompaniesAct,2013 read with Rule 13 ofthe Companies (Accounts) Rules, 2014 and all other applicable provisions (including any amendment thereto) if any of the Companies Act, 2013, M/s. PS S & CO Chartered Accountants, Chennai were appointed as the Internal Auditors of the CompanyfortheFinancial Year 2022-2023.

38. COST AUDIT:

Theprovisions of the Cost Auditare notapplicableto theCompany.

39. MANAGEMENT DISCUSSION /AND ANALYSIS REPORT.

Management Discussion and Analysis Reportof thecompanyfor theyearunder reviewas required under Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in this report.

40. SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGUL ATORS/COURTS/TRIBUNAL

Duringthefinancialyearunder reviewthe Company has notreceivedany orders, NoticesfromRegulators/ Courts/Tribunal impacting the goingconcernstatusandfutureoperationsofthe Company.

41. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION /AND REDRESSAL) ACT, 201 3:

To prevent sexualharassment of womenat work place,anewact The SexualHarassment of Women at Workplace (Prevention, ProhibitionandRedressal) Act,2013has beennotifiedon 9^thDecember, 2013 and

every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Your Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

42. MECHANISM FOR BOARD EVALUATION:

Regulation 17(10) of SEBI (LODR) Regulations, 2015 states that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal Annual Evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors.

Schedule IV of the Companies Act, 2013 states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Directors evaluation was broadly based on the parameters such as understanding of the Company''s vision and objective, skills, knowledge and experience, participation and attendance in Board/Committee meetings; governance and contribution to strategy; interpersonal skills etc.

The Board has carried out the annual performance evaluation of its own performance the Directors individually as well as evaluation of the working of its Board Committees. A structured questionnaire was prepared covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

43. PREVENTION OF INSIDER TRADING:

The Company has a policy viz., Code of Conduct to regulate, monitor and report trading by designated person and same has been posted on the website of the company http://www.sharatindustries.com/ uploads/3/9/8/5/39859679/code_of_conduct_for_insider_trading.pdf

44. PERSONNEL:

The relations between the management and the staff were very cordial throughout the year. Your Directors take this opportunity to record their appreciation for the co-operation and loyal services rendered by the employees.

45. GENERAL

Your directors state that no disclosure or reporting is required of the following matter as there were no transaction on these matters during the year under review:

• Issue of equity shares with differential rights as to divided, voting or otherwise.

• Issue of shares to employees of the Company under any scheme

• No instance of fraud reported by the Auditors under section 143 (12) of the Act.

• There are no proceedings pending under the Insolvency and Bankruptcy code, 2016.

• There was no instance of one-time settlement with any Banks or financial institution.

46. ACKNOWLEDGEMENTS:

Your Directors gratefully acknowledge with thanks the constructive guidance and co-operation extended by MPEDA, Axis Bank and Government of Andhra Pradesh, Tamil Nadu and also to employees at all levels, suppliers,dealersandcustomersfortheirstrongsupport.

Your Directors also thank the shareholders for their continued confidence and trust placed by them with the Company.

By Order of the Board of Directors For SHARATINDUSTRIES LIMITED

Place: Nellore PrasadReddySabbella Sharat ReddySabbella

Date: 12^th August 2023 Managing Director Whole-timeDirector

DIN: 00069094 DIN:02929724

---

Mar 31, 2014

The Members of Sharat Industries Limited,

Venkannapalem Village, Nellore Dist.

The Directors have pleasure in presenting the Twenty Fourth Annual Report of the Com- pany together with Audited Accounts for the year ended 31st March, 2014

FINANCIAL RESULTS

YEAR ENDED YEAR ENDED Particulars 31-03-2014 31-03-2013 (Rs. In Lacs) (Rs. InLacs)

Total Income 14119.42 6019.14

Gross Profit before Interest & 744.27 517.24 Depreciation

Interest 47.87 3.42

Depreciation 302.99 288.02

Profit ( /Loss(-) 393.41 225.80

Provision for Income tax 80.10 45.17

Mat Credit Entitlement -80.10 -45.17

Deferred tax adjustments 136.68 74.08

Balance Brought forward 387.67 235.96

carried forward ( )644.40 ( ) 387.67

OPERATING PERFORMANCE: The turnover of the company for the year ended 31st March, 2014 was Rs.14031.45 lakhs against Rs. 5957.92 lakhs in the previous year. During the year the company made sales of Rs. 13451.48 lakhs against Rs.5516.24 lakhs in the previous year Job work receipts of Rs. 415.76 lakhs against Rs. 380.53 lakhs in the previous year and during the year the company has made an operating profit of Rs.393.41 lakhs against Rs. 225.80 lakhs in the previous year.

OPERATIONS; Your directors are confident that the performance of the company will im- prove in the years to come.

FUTURE OUTLOOK; Our product is well received in the international market as well as domestic market. We are hopeful of achieving much better results in the years to come.

DIVIDEND: In order to retain the profits to strengthen the capital base, no dividend has been recommended by the Board for the year under review.

LISTING OF SHARES: The securities of the Company are listed on Bombay Stock Exchange. Annual Listing Fees for the year 2014-2015 has been duly paid to the Mumbai Stock Exchange.

DEPOSITS; Your company has not accepted deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

DIRECTORS; Pursuant to the provisions of section 149 of the Companies Act 2013, Non-executive Independent Directors of the company, Mr. M.B.R. Prasad, Mr. T. Valsaraj and Mr. Veerraju Manda have been recommended to be appointed as Independent Direc- tors of the Company as approved by the nomination and remuneration Committee.

Mr. Sharat Reddy is Director of the company and the Nomination and Remuneration Committee at its meeting held on 05.09.2014 and the Board of Directors at is meeting held on 05.09.2014, have recommended the appointment him as Whole Time Director of the company

AUDITORS: M/s P.A. Reddy & Co., Chartered Accountants, retiring auditors of the Company, being eligible, offer themselves for re-appointment as auditors of the company. They have furnished a certificate of their eligibility U/S143 (3) of the Companies Act, 2013. The members are requested to re-appoint the auditors and authorize the Managing Director to fix their remuneration.

COMMENTS ON AUDITORS REPORT:

In respect of Post Retirement Benefits viz. Gratuity, as per Accounting Standard-15 issued by the Institute of Chartered Accountants of India, the Company should make provision on actuarial basis every year towards liability for future payment of gratuity. However the Company has been following the policy of charging such gratuity payment to Statement of Profit and Loss in the year in which such payments are made. Such accounting treatment is not in accordance with the Accounting Standard referred above. In the''absence of details we are unable to comment on the effect of such non-provision on the profits for the year and net worth of the Company.

The report of the Insurance Company on actuarial liability for gratuity is awaited. We shall make the requisite provision in the current year. We are taking steps to cover all the em- ployees under ESI Scheme in the current year.

In respect of some creditors, trade debtors and advances recoverable, there are neither confirmations of the year-end balances nor reconciliation of the accounts. In the absence of such confirmations / reconciliations, we are unable to comment on the effect of such accounts on the profit of the Company for the year, year-end balances of trade debtors, trade creditors and advances recoverable and on the net worth of the Company.

Confirmation of balances from some of the creditors who are illiterate farmers could not be obtained. However we are following up the matter to obtain the confirmations. We do not foresee any discrepancies in the balances and hence there will not be any effect on the Accounts. ,

In the preceding year, a claim forRs 179.56 lakhs made on the Company by a Contractor has been upheld by the lower court and the Company has challenged the same in A.P. High Court. In our opinion, on the principle of prudence the liability should have been provided for in the books. If such provision had been made the short-term liabilities would be higher by Rs. 179.56 lakhs and the net worth would be lower by Rs. 179.56 lakhs.

The company made an appeal in the Honorable High Court and expecting favourable verdict.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

(i) That in the preparation of the accounts for the financial year ended 31st March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company of the end of the financial year and of the profit of the company for the year under review.

(iii) That the Directors have taken proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS: The Directors'' comments on Management Discussion and Analysis are restricted to the areas which are relevant to the current scenario of the Company and outlook. A separate section on Management Discussion and Analysis is annexed (Annexure - II)

REPORT ON CORPORATE GOVERNANCE: Your Company is trying to practice principle of good Corporate Governance over the years. The endeavor of the Company is not only to comply with the regulatory requirements but also to practice good Corporate Governance that lays strong emphasis on integrity, transparency and overall accountability. A separate section on Corporate Governance is annexed and forms part of this report. (Annexure - III)

PARTICULARS OF EMPLOYEES; During the year, there were no employees drawing remuneration as per limits specified under Section 217 (2A) of the Companies Act, 1956 INGS & OUTGO - Information as per Section 217 (iWei of the Companies Act. 1956: Par- ticulars regarding conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988, and Foreign Exchange earn- ings and outgo have been furnished in Annexure -1.

PERSONNEL: The relations between the management and the staff were very cordial throughout the year. Your Directors take this opportunity to record their appreciation for the co-operation and loyal services rendered by the employees.

ACKNOWLEDGEMENTS: Your Directors gratefully acknowledge with thanks the construe- tive guidance and co-operation extended by MPEDA, FEDERAL BANK LIMITED and other Government Agencies. .

BY THE ORDER OF BOARD OF DIRECTORS For SHARAT INDUSTRIES LIMITED

{SD} PLACE: VENKANNAPALEM S. PRASAD REDDY DATE: 05.09.2014 CHAIRMAN & MANAGING DIRECTOR