To,

The Members,

Gujarat Peanut and Agri Products Limited

The Board of Directors is pleased to present the 21 st Annual Report of the Company, together with the Audited Standalone Financial Statements for the financial year ended March 31, 2026, and the Reports of the Statutory Auditors and Secretarial Auditor thereon.

1. FINANCIAL AND OPERATIONAL HIGHLIGHTS:

(Rs. In Lakhs)

2. STATE OF THE COMPANY'S AFFAIRS:

During the financial year under review, the Company continued to focus on its core business of manufacturing, processing, marketing, and distribution of high-quality agricultural Peanuts and Groundnut products. Despite a challenging business environment and changing market dynamics in the agricultural sector, the Company remained committed to operational excellence, product quality, customer satisfaction, and sustainable business practices.

During the financial year ended March 31, 2026, the Company recorded a Total Revenue of 38932.71 Lakhs as against 36,304.49 Lakhs in the previous financial year. The Company earned a Profit Before Tax of 997.54 Lakhs compared to 885.81 Lakhs in the previous year and reported a Profit After Tax of

738.30 Lakhs as against 649.53 Lakhs during the previous financial year.

The Company continued to strengthen its operational processes, maintain financial discipline, and focus on efficient utilization of resources. Your Directors remain confident about the Company's long-term growth prospects and are committed to enhancing stakeholder value through sustainable growth, sound corporate governance, prudent financial management, and continued focus on quality products and customer satisfaction.

The detailed financial performance of the Company forms part of the Audited Standalone Financial Statements and the notes thereto included in this Annual Report.

3. DIVIDEND:

Considering the Company's growth strategy, capital requirements, and the need to strengthen its financial position, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2026. The profits earned during the year have been retained to support the Company's future growth and business expansion.

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

The Company has not declared any dividend during the previous financial year. Accordingly, there was no unpaid or unclaimed dividend amount required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of Section 125 of the Companies Act, 2013.

5. GENERAL RESERVE:

The Board of Directors has not proposed any transfer of profits to the General Reserve for the financial year ended March 31, 2026.

6. CHANGE IN THE NATURE OF BUSINESS:

During the financial year under review, there was no change in the nature of the business of the Company. The Company continued to carry on its existing business activities in accordance with its Objects Clause as set out in the Memorandum of Association.

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

There have been no material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year, i.e., March 31, 2026, and the date of this Report, which may have an impact on the operations or financial position of the Company.

8. SHARE CAPITAL:

The paid-up equity share capital of the Company as of March 31, 2026, stood at 10,26.20 Lakhs, divided into 1,02,62,000 equity shares of face value of 10/- each.

During the financial year under review, the Company successfully completed an Initial Public Offer (IPO)

/ Public Issue aggregating to 2,380.80 Lakhs, comprising an issue of 29,76,000 equity shares of face value of 10/- each fully paid-up at an issue price of 80/- per share (including a premium of 70/- per share).

The Company has not issued any shares with differential voting rights, sweat equity shares, nor has it granted any stock options during the year under review.

9. DEPOSITORY PARTICIPANT:

The equity shares of the Company are admitted for dematerialisation with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Company has entered into the requisite agreements with both the depositories and its Registrar and Share Transfer Agent to facilitate dematerialisation and rematerialisation of equity shares in accordance with the applicable provisions of the Depositories Act, 1996, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws.

As on March 31, 2026, 100% of the issued, subscribed and paid-up equity share capital of the Company was held in dematerialised form. The Company has not issued any share certificates in physical form during the financial year under review.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture or associate company as on March 31, 2026. Accordingly, there was no company that became or ceased to be a subsidiary, joint venture or associate company of the Company during the financial year under review.

11. PUBLIC DEPOSITS:

During the financial year under review, the Company has neither accepted nor renewed any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there were no outstanding deposits as on March 31, 2026.

12. FINANCIAL STATEMENT:

Full version of the Annual Report 2025-26 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, prepared as per the requirements of Schedule III to the

Companies Act, 2013, Directors' Report (including Management Discussion and Analysis) are being sent via email to all shareholders who have provided their email address (es). Full version of Annual Report 2025-26 is also available for inspection at the registered office of the Company during working hours up to the date of ensuing Annual General Meeting (AGM). It is also available at the Companys website at https://www.gujaratpeanut.com

13. AUDITORS AND AUDITORS REPORT:

A. STATUTORY AUDITORS:

M/s. R B Gohil & Co., Chartered Accountants (Firm Registration No. 119360W), who were the Statutory Auditors of the Company, conducted the statutory audit of the Standalone Financial Statements for the financial year ended March 31, 2026. Subsequently, M/s. R B Gohil & Co. tendered their resignation from the office of Statutory Auditors with effect from August 31, 2026, creating a casual vacancy.

To fill the casual vacancy caused by the resignation of M/s. R B Gohil & Co., the Board of Directors, based on the recommendation of the Audit Committee, has recommended the appointment of M/s.

DMAA AND ASSOCI ASSOCIATES, Chartered Accountants (Firm Registration No. 159516W /

Peer Review Certificate No. 025368), as Statutory Auditors of the Company from the conclusion of the 21st Annual General Meeting until the conclusion of the 26th Annual General Meeting to be held in the year 2031, subject to the approval of members at the ensuing Annual General Meeting.

The Statutory Auditors' Report on the Standalone Financial Statements for the financial year ended

March 31, 2026, does not contain any qualification, reservation, adverse remark, or disclaimer. The notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments from the Board of Directors under Section 134(3)(f) of the Companies Act, 2013.

B. INTERNAL AUDITORS:

The Company has established an adequate and effective internal audit framework commensurate with the nature of its business, size, scale, and complexity of operations. The internal audit framework is designed to evaluate the adequacy and effectiveness of the Company's internal controls, risk management processes, and governance mechanisms, and to provide independent assurance to the Audit Committee and the Board of Directors.

The Company follows a risk-based internal audit approach to review and strengthen its internal control systems and business processes.

During the financial year 2025-26 under review, M/s. DMAA AND ASSOCIATES, Chartered Accountants (Firm Registration No. 159516W), served as the Internal Auditors of the Company. The Internal Auditors carried out periodic internal audits of the Company's operations, systems, and processes, submitting their findings to the Audit Committee. Their observations and recommendations were periodically reviewed by the Audit Committee, and appropriate corrective actions were implemented by the Management.

Subsequently, M/s. DMAA AND ASSOCIATES, Chartered Accountants, tendered their resignation from the office of Internal Auditor with effect from September 01, 2026. To fill the vacancy and ensure continuity, the Board of Directors, based on the recommendation of the Audit Committee, has approved the appointment of Mr. Dhavalkumar Rameshchandra Doshi, Chartered Accountant (Membership No. 144300), as the Internal Auditor of the Company for the Financial Year 2026-27, subject to the approval of members at the ensuing Annual General Meeting.

Based on the reports of the Internal Auditors and review of internal control mechanisms, the Audit Committee and the Board are of the opinion that the Company's internal financial controls were adequate and operated effectively during the financial year under review

C. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, the Board of Directors appointed M/s. Ananna Sarkar, Practicing Company Secretaries

(Membership No. A36737) as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year 2025-26.

The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed to this Report as Annexure IV.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

D. REPORTING OF FRAUDS BY AUDITORS

During the financial year under review, neither the Statutory Auditors (outgoing or proposed), the Internal Auditors, nor the Secretarial Auditors have reported any instance of fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013, and the rules framed thereunder, to the Audit Committee or the Board of Directors

14. AUDITORS' REPORT:

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, or adverse remark.

15. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014, the Board of Directors have appointed M/s.

Ananna Sarkar, Company Secretaries in Practice (C.P.No.28292) as Secretarial Auditors to conduct Secretarial Audit of the Company for the financial year ended 31st March 2026. The Secretarial Audit Report issued by M/s. Ananna Sarkar, Practicing Company Secretaries in Form MR-3 is annexed to this Board's Report as Annexure IV.

16. DISCLOSURE ABOUT COST AUDIT:

The provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, relating to the maintenance of cost records and the appointment of Cost Auditors, are not applicable to the Company for the financial year ended March 31, 2026.

17. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,

RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE BY STATUTORY AUDITORS AND SECRETARIAL AUDITOR IN AUDIT REPORT:

The Statutory Auditors' Report on the Standalone Financial Statements for the financial year ended March 31, 2026 and the Secretarial Audit Report issued by the Secretarial Auditor do not contain any qualification, reservation, adverse remark or disclaimer. Accordingly, no explanation or comment by the Board is required under the provisions of Section 134(3)(f) of the Companies Act, 2013.

18. SUBSIDIARIES:

The Company does not have any subsidiary within the meaning of the Companies Act, 2013.

19. ADEQUACY OF INTERNAL FINANCIAL CONTROL SYSTEM:

According to Section 134(5) (e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Boards report. The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Internal Auditors are an integral part of the internal control system of the Company. To maintain its objective and independence, the Internal Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company.

20. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, the Board of Directors hereby confirms that,

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures. ii. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 31st March, 2026 and of the profits of the Company for that period. iii. It has 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, to the best of its knowledge and ability. There are, however, inherent limitations, which should be recognized while relying on any system of internal control and records. iv. It has prepared the annual accounts on a going concern basis. v. The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operated efficiently. vi. 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.

21. DIRECTORS & KEY MANAGERIAL PERSON:

The composition of the Board of Directors and KMP remained unchanged during the financial year under review. As on March 31, 2026, the Board of Directors and Key Managerial Personnel of the Company were as follows:

During the financial year under review, there was no change in the composition of the Board of Directors.

Director Retires by rotation

Mr. Bharatkumar Keshavlal Relia (holding DIN 03542553) retires by rotation under Section 152 of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

22. DECLARATION OF INDEPENDENT DIRECTOR:

The Company has received the necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the rules made thereunder. The Independent Directors have also confirmed that they have complied with the provisions relating to their independence as prescribed under the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable.

In the opinion of the Board, all the Independent Directors possess the requisite integrity, expertise, experience and proficiency required to discharge their duties as Independent Directors of the Company.

23. BOARD MEETINGS CONDUCTED DURING THE YEAR:

The Board of Directors meets at regular intervals to consider and deliberate on matters relating to the Company's business operations, strategic initiatives, financial performance, corporate governance, statutory compliances and other significant matters requiring the Board's approval. A tentative annual calendar of Board and Committee Meetings is prepared and circulated in advance to facilitate the Directors in planning their schedules and ensuring their effective participation in the meetings.

During the financial year under review, 11 (Eleven) meetings of the Board of Directors were convened and held. The intervening gap between any two consecutive Board Meetings did not exceed the period prescribed under the Companies Act, 2013, the applicable Rules made thereunder and Secretarial Standard-1 (SS-1) issued by the Institute of Company Secretaries of India.

Notices convening the meetings of the Board and its Committees, together with the detailed agenda and relevant notes on agenda items, were circulated to all the Directors well in advance in accordance with the provisions of the Companies Act, 2013 and Secretarial Standard-1 (SS-1). The agenda papers contained adequate and relevant information to enable the Directors to deliberate on the matters placed before the Board and take informed decisions.

The meetings of the Board and its Committees were generally held at the Registered Office of the Company or through other permissible modes in accordance with the applicable provisions of the Companies Act, 2013.

24. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEE AND

INDIVIDUAL DIRECTORS:

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations 2015, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

25. WEBLINK OF BOARD REPORT, IF ANY:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on March 31, 2026 is available on the website of the Company and can be accessed at www.gujaratpenut.com

26. BOARD EVALUATION:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 read with the applicable Rules made thereunder and Schedule IV to the Companies Act, 2013, the Board of Directors has carried out an annual evaluation of its own performance, the performance of its Committees, the Chairman & Managing Director, Individual Directors and Independent Directors.

The evaluation was carried out based on various parameters, including the composition of the Board and its Committees, attendance and participation at Board and Committee Meetings, strategic guidance, governance practices, decision-making process, leadership, professional expertise, and overall contribution towards the growth and performance of the Company.

The Independent Directors evaluated the performance of the Chairman & Managing Director, the Non-Independent Directors and the Board as a whole. The Board also evaluated the performance of the Independent Directors, excluding the Director being evaluated.

Based on the evaluation, the Board was satisfied with its overall effectiveness and the functioning of its Committees. The Board also appreciated the valuable contribution made by each Director towards the growth, governance and overall performance of the Company.

27. PARTICULARS OF LOANS, A GURANTEES OR INVESTMENTS UNDER

SECTION 186 OF THE COMPANIES ACT, 2013:

The Company has not granted any loans, provided any guarantee or security in connection with any loan, nor made any investment covered under the provisions of Section 186 of the Companies Act, 2013 , during the financial year under review.

28. INITIAL PUBLIC OFFER (IPO):

Pursuant to the Initial Public Offering ('IPO') undertaken by the Company, 29,76,000 Equity Shares of face value of 10/- each were offered and issued at an issue price of 80/- per Equity Share, aggregating to 2,380.80 Lakhs . Upon completion of the IPO process, the Company duly allotted the said 29,76,000 Equity Shares to the successful applicants in accordance with the Basis of Allotment duly approved by BSE Limited and in compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws, rules and regulations.

The aforesaid Equity Shares were credited to the respective beneficiary accounts of the successful allottees on September 30, 2025 , through the depository system. Consequent upon such allotment and credit, the names of the respective allottees were duly entered and recorded in the Register of Members of the Company , thereby completing the allotment process in respect of the aforesaid Equity Shares.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section-135 of the Companies Act, 2013 are applicable to the Company for the financial year under review. During FY 2025-26, the Company contributed 10,12,820/- towards CSR activities pursuant to Section 135 of the Companies Act, 2013. The funds were utilized for approved social welfare activities, including promotion of education and medical aid, and the receiving organization acknowledged receipt of the CSR contribution.

The CSR Policy outlines the Company's focus areas and guiding principles for undertaking CSR activities in accordance with Schedule VII of the Companies Act, 2013.

During the year under review, the Company has undertaken CSR activities in line with its CSR Policy and the statutory requirements. The details of CSR initiatives, prescribed CSR expenditure, actual expenditure incurred, and other relevant disclosures are provided in Annexure to this Report in the prescribed format.

30. INSIDER TRADING CODE :

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 2015 ('the PIT Regulations') on prevention of insider trading, the Company have its

Code of Conduct for regulating, monitoring and reporting of trading by Designated Persons in line with the recent amendments brought by SEBI in the PIT Regulations. The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances. the Company has also updated its Code of practices and procedures of fair disclosures of unpublished price sensitive information by including a policy for determination of legitimate purposes.

31. RISK ASSESSMENT AND MANAGEMENT:

The Company is exposed to various business risks. These risks are driven through external factors like economic environment, competition, regulations etc. The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact, and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor business and non-business risks. The Audit Committee and Board periodically review the risks and suggest steps to be taken to manage/mitigate the same through a properly defined framework. During the year, a risk analysis and assessment was conducted and no major risks were noticed, which may threaten the existence of the Company.

32. ENVIRONMENTAL SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The

Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

33. COMMITTEE OF THE BOARD:

Currently the Board has three committees: The Audit Committee, The Stakeholders' Relationship committee, the Nomination & remuneration committee.

The Composition of the Committees and compliances, as per the applicable provisions of the Act and Rules are as follows:

34. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

In compliance with the provisions of Section 177 of the Companies Act, 2013 ('the Act') and

Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

('SEBI LODR Regulations'), the Board of Directors has constituted an Audit Committee.

The Statutory Auditors and Internal Auditors of the Company are regular invitees to the meetings of the Audit Committee. The Audit Committee holds discussions with the Statutory Auditors regarding the Limited Review of the half-yearly financial results, the annual audit plan, matters relating to compliance with Accounting Standards, observations arising from the annual audit of the Company's accounts and other related matters. The Audit Committee is also presented with a summary of internal audit observations and follow-up actions thereon.

The terms of reference of the Audit Committee include the matters prescribed under Section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI (LODR) Regulations, 2015.

The Company Secretary acts as the Secretary to the Committee.

The composition of the Audit Committee as on March 31, 2026 was as follows:

During the year under review 4 (Four) Meetings of Audit Committee were held.

35. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Company has constituted the Stakeholders Relationship Committee pursuant to the provisions of

Section 178 of the Companies Act, 2013 ('the Act') and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR Regulations') vide

Board Resolution dated April 13, 2022.

The Stakeholders Relationship Committee is responsible for considering and resolving the grievances of security holders of the Company, including complaints related to transfer/transmission of shares, non-receipt of annual reports, non-receipt of declared dividends and other investor-related matters.

The composition of the Stakeholders Relationship Committee as on March 31, 2026 was as follows:

During the year under review, 1 (One) meeting of the Stakeholders Relationship Committee was held.

36. DISCLOSURE OF COMPOSITION OF NOMINATION AND REMUNERATION

COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with the applicable Rules made thereunder, the Board of Directors has constituted the Nomination and Remuneration Committee ('NRC').

The broad terms of reference of the Committee, inter alia, include the following:

To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend their appointment and removal to the Board.

To formulate the criteria for determining qualifications, positive attributes and independence of Directors.

To recommend to the Board a policy relating to the remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

To formulate criteria for evaluation of the performance of the Board, its Committees and individual Directors.

To devise a policy on diversity of the Board.

To recommend the remuneration payable to Directors, Key Managerial Personnel and Senior Management Personnel.

To perform such other functions as may be assigned by the Board or as may be prescribed under the Companies Act, 2013 and other applicable laws.

The composition of the Nomination and Remuneration Committee as on March 31, 2026 was as under:

During the year under review, 1 (One) meeting of the Nomination & Remuneration Committee was held.

37. DISCLOSURE OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

AND FOREIGN EXCHANGE EARNING AND OUTGO:

(Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of Directors Report.

1. Conservation of Energy:

(i) The steps taken or impact on conservation of energy.

(ii)The Company has taken adequate measures to conserve and reduce the energy consumption. (iii)The steps taken by the Company for utilizing alternate sources of energy - Nil (iv) The capital investment on energy conservation equipment's - Nil

2. Technology Absorption and Innovation:

(i) The benefits derived like product improvement, cost reduction, product development or import substitution: NA (ii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:

38. FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. In Lakhs)

39. STATEMENT INDICATING THE DEVELOPMENT AND IMPLEMENTION OF

RISK MANAGEMENT POLICY:

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented a Risk Management Policy to identify, assess and mitigate various business risks.

The Risk Management framework of the Company includes identification of key risks, assessment of their impact, implementation of suitable risk mitigation measures and periodic monitoring and reporting of such risks.

The Board of Directors periodically reviews the risks associated with the business operations of the Company, including credit risk, liquidity risk, operational risk and other business-related risks, and ensures that appropriate measures are undertaken to manage such risks within acceptable limits.

The Company has adequate internal controls and procedures to identify and manage risks effectively. Considering the nature, size and scale of operations of the Company, the risks which may threaten the existence of the Company are assessed to be minimal. However, the Company continues to monitor the business environment and takes necessary steps to address emerging risks and ensure sustainable growth.

40. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

WITH REFERENCE TO THE FINANCIAL STATEMENT:

The Company has an adequate system of internal financial controls with reference to the financial statements. The internal control systems are designed to provide reasonable assurance regarding the safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The internal financial controls are implemented through appropriate policies and procedures and are periodically reviewed to ensure their effectiveness and adequacy. The internal checks and control systems are carried out on a regular basis to assess the effectiveness of such controls and to identify areas requiring improvement.

In the opinion of the Board of Directors, the existing internal financial control framework is adequate and commensurate with the size, scale and nature of operations of the Company.

41. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted an Anti-Sexual Harassment Policy in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

('POSH Act') and the rules made thereunder.

The Company has constituted an Internal Committee (IC) to address and redress complaints relating to sexual harassment at the workplace. The policy extends to all employees of the Company, including permanent employees, contractual employees, temporary employees and trainees.

During the financial year under review, no complaint relating to sexual harassment was received by the Company and hence, no action was required to be taken by the Internal Committee.

42. EXTRACT OF ANNUAL RETURN:

Annexure III is attached and available on www.gujaratpeanut.com

43. RELATED PARTY TRANSACTIONS:

During the financial year ended March 31, 2025, all contracts, arrangements and transactions entered into by the Company with related parties as referred to under Section 188(1) of the Companies Act,

2013 were in the ordinary course of business and on an arm's length basis.

Accordingly, disclosure in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-3 and forms an integral part of this Report.

The Company has adopted a Policy on Related Party Transactions for identification, review, approval and monitoring of related party transactions in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available on the website of the Company at www.usaseedslimited.com.

44. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

During the financial year under review, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

45. PARTICULARS OF EMPLOYEES:

The information required pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to particulars of employees, is provided in Annexure-2 to this Report.

In terms of the provisions of Section 136 of the Companies Act, 2013, the Annual Report and Financial Statements are being sent to the Members of the Company excluding the information relating to employees' particulars as required under Rule 5(2) and Rule 5(3) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014.

The said information is available for inspection by Members through electronic mode up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining such information may write to the Company Secretary of the Company in this regard.

The details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure-2 and form part of this Report.

46. INSURANCE:

All the insurable interest of the company, including Factory Premises, Inventories, Buildings, Plant & Machinery etc., is adequately insured.

47. POLICY RELATED TO APPOINTMENT OF DIRECTORS' AND OTHER

RELATED MATTER:

The Company has formulated a Nomination and Remuneration Policy in accordance with the provisions of Section 178 of the Companies Act, 2013. The policy is administered by the Nomination and Remuneration Committee of the Company.

The Nomination and Remuneration Committee has laid down the criteria for determining qualifications, positive attributes, independence of directors and other relevant matters required for appointment of Directors, Key Managerial Personnel and Senior Management Personnel of the Company.

The Company affirms that the remuneration paid to the Directors during the financial year was in accordance with the terms and conditions specified in the Nomination and Remuneration Policy of the Company.

48. HUMAN RESOURCES:

The employees of the Company are among its most valuable assets and play a significant role in achieving the Company's objectives. The Company continues to focus on developing and maintaining progressive human resource practices aimed at attracting, motivating, developing and retaining talented professionals.

The Company maintains a healthy and positive work environment and undertakes various initiatives to enhance employee engagement, skill development and retention of quality talent. The attrition level of the Company remained insignificant during the year under review.

The Company continues to maintain cordial industrial and personnel relations. The Directors place on record their sincere appreciation for the dedication, commitment and valuable contribution made by the employees at all levels towards the growth and success of the Company during the year.

49. INDUSTRIAL RELATION:

The Company enjoyed cordial relations with its employees at all levels. Your directors record their appreciation of the support and co-operation of all employees and counts on them for the accelerated growth of the Company.

50. VIGIL MECHANISM:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism in the form of a Whistle Blower Policy.

The Vigil Mechanism provides a framework for Directors and employees of the Company to report genuine concerns, unethical practices, irregularities, frauds or instances of mismanagement, if any, in a confidential manner.

The Whistle Blower Policy also provides adequate safeguards against victimisation of persons who use the Vigil Mechanism and ensures direct access to the Chairperson of the Audit Committee, wherever required.

Our Company is committed to highest standards of professionalism, honesty, integrity, transparency international standards, the Company has established robust processes on information security and has in place proper vigil mechanisms.

51. EMPLOYEE STOCK OPTION/PURCHASE SCHEME:

Since your Company does not have any Employee Stock Option/Purchase Scheme and has not issued any shares under any such scheme, no disclosure under Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014 are required to be made in this report.

52. ACKNOWLEDGEMENTS:

The Directors place on record their sincere appreciation for the dedication, hard work and commitment of the employees at all levels and their significant contribution to your Company's growth. Your

Company is grateful to the Distributors, Dealers, and Customers for their support and encouragement. Your directors thank the Banks, Financial Institutions, Government Departments and Shareholders and look forward to having the same support in all our future endeavors.

ANNEXURE-I

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197 (12) OF THE COMPANIES ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION MANAGERIAL PERSONNEL RULE 2014):

The percentage increase in Remuneration of each Director, Chief Financial Officer, Chief Executive Officer and Company Secretary in the financial year 2025-26 and ratio of remuneration of each key managerial personnel (KMP) against the performance are as under:

The number of employees on the rolls of Company: 20 Employees

The percentage increase in the median remuneration of employees in the financial year: NIL%

Average percentile increases in salaries of Employees other than Managerial personnel in the last financial year and its comparison with the percentile increase in the Managerial Remuneration and justification thereof and any exceptional circumstances for increase in thereof and any exceptional circumstances for increase in the Managerial Remuneration (if any):

There was no significant increase in the remuneration of Employees.

Independent Directors have been paid sitting fees for attending meeting of the Board or its Committees as disclosed in the Annual Report. The sitting fees paid have not been included in the details mentioned above.

The ratio of the remuneration of the highest paid director to that of the employees who are not Directors but receive remuneration in excess of the highest paid director during the year:

Not applicable. There is no non-managerial employee who are getting paid more than the highest paid Director during the current financial year.

Affirmation that remuneration is as per remuneration Policy of the company:

It is affirmed that remuneration is as per remuneration policy of the company.

Note

Percentage increase in remuneration of each Director, Chief financial officer, Company Secretary in Financial Year 2025-26:

Directors/CFO/CS Name

Remuneration Designation % Increase /decrease in of 2025-26

1. Percentage increase in median remuneration of employees in the financial year 2025-26: - 2.52%

2. Number of the Permanent employees on the rolls of the Company as on 31.03.2026.: 20

3. Average percentile increases in salaries of Employees other than Managerial personnel in the last financial year and its comparison with the percentile increase in the Managerial Remuneration and justification thereof and any exceptional circumstances for increase in the Managerial Remuneration (if any):

The percentage increase in the salaries of employees other than the managerial personnel in the last financial year is NA. The increment given to each individual employee is based on the employees' potential, experience as well as their performance and contribution to the Company's progress over a period of time.

4. Affirmation of remuneration is as per the remuneration policy of the Company It is affirmed that the remuneration paid is as per the Nomination and Remuneration Policy adopted by the Company.

5) Top ten Employees in terms of remuneration drawn during the year 2025-26

Notes:

The employees have adequate experience to discharge responsibilities assigned to them. None of the employees are relatives of the Directors of the Company

ANNEXURE-II

FORM AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto:

[A] Details of contracts or arrangements or transactions not at arm's length basis : NOT APPLICABLE

[B] Details of material contracts or arrangement or transactions at arm's length basis:

1. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis

The Management Discussion and Analysis ('MD&A') should be read in conjunction with the audited/restated financial statements of the Company and the accompanying notes thereto. The financial information disclosed in the Prospectus is based on the restated financial statements for the financial years ended 31 March 2026, 31 March 2025, 31 March 2024 and 31 March 2023.

During the year under review, the Company continued its business activities relating to the cleaning, grading, processing, sorting, buying, selling, trading and marketing of agricultural produce and commodities. Its product portfolio comprises peanuts and peanut products, seeds, spices, food grains and pulses. The Company has an established presence in various Indian markets and exports its products to several international destinations.

During FY 2025-26, the Company recorded a positive operating performance, with Revenue from Operations increasing from 36,304.49 lakhs to 38,932.71 lakhs , registering growth of approximately

7.24% . EBITDA increased from 1,299.15 lakhs to 1,391.48 lakhs , while Profit After Tax increased from 649.53 lakhs to 738.30 lakhs , reflecting growth of approximately 7.11% and 13.67% , respectively.

The improvement in performance was supported by higher turnover, increased purchasing capacity and cost-effective measures undertaken by the Company. The Company also proposes to enhance its manufacturing capabilities and product portfolio through additional production facilities for Peanut Oil, Peanut Protein Powder and Peanut Butter , which are expected to provide opportunities for revenue growth, improved capacity utilisation and better operational efficiency.

The Company continues to focus on maintaining product quality, strengthening customer relationships, timely delivery and expanding its domestic as well as export market presence.

2. BUSINESS OVERVIEW

Gujarat Peanut and Agri Products Limited was originally incorporated in 2005 as Gujarat Peanut Products Private Limited and subsequently converted into a public limited company in 2024. The name of the Company was subsequently changed to Gujarat Peanut and Agri Products Limited.

The Company is principally engaged in the cleaning, grading, processing, sorting, buying, selling, trading and marketing of agricultural produce and commodities . Its diversified product portfolio includes:

Peanut & Peanut Products: Groundnut Inshell, Groundnut Oil, Groundnut Seeds, Groundnut Split, Groundnut Husk, Blanched Peanut and Peanut Rejection Seeds: Black Sesame Seeds, Hulled Sesame Seeds, Sesame Seeds and Watermelon Seeds; Spices: Coriander Seeds, Cumin Seeds, Fenugreek, Fennel Seeds, Mustard Seeds and Kalonji; Food Grains & Pulses: Brown Eye Beans, Chickpeas, Green Moong, Kidney Beans, Moong Dal, Pigeon Peas, Red Lentils, Urad Dal, Toor Dal, Yellow Peas and Soyabean.

The Company has a significant presence in states including Gujarat, West Bengal, Rajasthan, Maharashtra and Madhya Pradesh. It also exports products to countries including UAE, China, Thailand, Indonesia, Iraq, Iran, Poland, Kosovo and Lebanon.

The Company operates in a competitive agricultural and food-processing environment. Its manufacturing facility is supported by quality and food-safety certifications, including FSSC 22000 for processing of groundnut kernels and related activities.

3. SWOT ANALYSIS

The following SWOT analysis is substantially aligned with the SWOT analysis disclosed in the Company's Prospectus.

Strengths

1. Experienced Management: The Company is supported by promoters having experience in the agricultural industry along with an experienced and professional management team.

2. Quality Assurance: The Company places emphasis on quality assurance and follows standards throughout its production processes.

3. Established Manufacturing Facility: The Company has an established manufacturing facility equipped with technology and infrastructure designed to support efficient operations and product quality.

4. Domestic and Overseas Presence: The Company has an established presence in Indian markets as well as international markets, providing a diversified customer base and export opportunities.

Weaknesses

1. Dependence on Suppliers: The Company depends upon suppliers for procurement of quality agricultural raw materials.

2. Dependence on Agricultural Industry: The Company's business is closely linked with developments and growth in the agricultural sector.

3. Working Capital Intensive Business: Significant working capital is required for maintaining inventory and ensuring uninterrupted production and supply.

4. Technological Dependency: Dependence on processing equipment and technology creates a risk of operational disruption in case of equipment failure or technical issues.

Opportunities

1. Product Diversification: Expansion into value-added and innovative agricultural products can provide additional revenue streams.

2. Untapped Domestic and International Markets: The Company's existing market presence provides opportunities to enter new geographical markets.

3. Technological Advancement: Adoption of modern processing technologies can improve productivity, quality and cost efficiency.

4. Strategic Collaborations: Collaboration with farmers, research institutions and agricultural organisations may strengthen procurement, innovation and market access.

Threats

1. Intense Competition: The agricultural processing and trading industry is highly competitive, with both organised and unorganised players.

2. Market Volatility: Fluctuations in agricultural commodity prices may adversely affect margins and profitability.

3. Regulatory Changes: Changes in agricultural, food-safety, environmental and trade regulations may increase compliance requirements and costs.

4. Labour Shortages: Availability of suitable labour may affect production capacity and operational efficiency.

4. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has established an internal control framework designed to support effective and efficient operations, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Board of Directors is responsible for designing, implementing and maintaining adequate internal controls relevant to the preparation and presentation of the Company's financial information.

The Company's Audit Committee plays an important role in monitoring the adequacy and effectiveness of the internal control framework. Its responsibilities include evaluation of internal financial controls and risk management systems, review of the performance of statutory/internal auditors and review of the adequacy of internal control systems.

The Audit Committee is also empowered to review internal control weaknesses, discuss significant findings with internal auditors, review internal investigations involving suspected fraud or irregularities and follow up on matters requiring corrective action.

Based on the framework disclosed in the Prospectus, the Company has mechanisms for financial reporting, audit oversight, risk management and review of internal controls. The internal control systems are considered adequate and commensurate with the size and nature of the Company's operations , subject to continuous review and improvement in line with the Company's expansion plans.

As the Company proposes to expand its production capacity and product portfolio, management intends to strengthen its systems, procedures, information systems and controls to support the Company's future growth.

5. RISKS AND CONCERNS

The Company's business is exposed to various operational, financial, market and regulatory risks. The key risks and concerns include:

Raw Material Price and Availability Risk

The Company is dependent on agricultural commodities as its principal raw materials. Increases in raw material prices may increase manufacturing costs and adversely affect profit margins. The Company may also face availability risks because certain raw materials may not be available in the desired quantity, quality or at the required time.

Agricultural Commodity Price Volatility

The Company's profitability is influenced by fluctuations in agricultural commodity prices. Changes in market prices can affect procurement costs, selling prices, inventory valuation and margins.

Customer Concentration Risk

The Company has some concentration among its customers. During FY 2024-25, the top five customers accounted for approximately 42.48% and the top ten customers accounted for approximately 62.03% of sales.

Supplier Concentration Risk

The Company also has concentration among its suppliers. During FY 2024-25, the top five suppliers accounted for approximately 64.73% and the top ten suppliers accounted for approximately 79.70% of purchases.

Competition Risk

The Company operates in a highly competitive industry with numerous organised and unorganised players. Competition may affect pricing, margins and market share. The Company seeks to address this through quality, competitive pricing, timely delivery, customer relationships and operational efficiency.

Expansion and Execution Risk

The proposed expansion into Peanut Oil, Peanut Protein Powder and Peanut Butter involves significant investment in plant and machinery. Delays in procurement, installation or commissioning, or inability to manage the expanded operations effectively, may affect the Company's financial and operational performance.

Working Capital Risk

The business is working-capital intensive because substantial funds are required for inventory and operational requirements. The Company has historically utilised internal accruals and short-term borrowings for working capital requirements.

Technology and Operational Risk

Failure of machinery, technological systems or other operational infrastructure may result in production interruptions, increased costs and delays in delivery.

Regulatory and Compliance Risk

Changes in food safety, environmental, labour, agricultural, taxation, import/export and other applicable regulations may increase compliance costs and affect operations.

Human Resource Risk

The Company's future growth depends on its ability to attract, train, motivate, retain and manage an adequate workforce. The Prospectus specifically recognises that expansion could place additional demands on personnel, systems and management resources.

Fraud and Internal Control Risk

Failure of employees to adhere to approved procedures, internal control lapses, fraud or system failures could adversely affect the Company's business.

6. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES /

INDUSTRIAL RELATIONS

Human Resources

The Company considers its human resources to be an important contributor to its operational performance and future growth. The Company has a structured organisational framework and maintains a mix of experienced and young personnel. The management believes that its skilled workforce, work processes and management team have supported the implementation of its growth plans.

The Company firmly believes that its human resources are its most valuable asset and a key driver of sustainable growth, operational excellence, and long-term value creation. The continued commitment, expertise, and dedication of its employees have significantly contributed to the Company's performance and business success.

The Company is committed to fostering a culture of continuous learning, innovation, collaboration, and performance excellence. It focuses on attracting, retaining, and developing talented professionals by providing opportunities for skill enhancement, leadership development, and career progression. Regular training and development programmes are conducted to equip employees with both technical and behavioural competencies, enabling them to adapt to evolving business requirements, technological advancements, and industry best practices.

The Company also strives to provide a safe, healthy, inclusive, and conducive work environment that encourages teamwork, employee engagement, innovation, and ethical conduct. Performance-driven practices, transparent communication, and recognition of employee contributions remain integral to the Company's human resource philosophy.

Industrial relations remained cordial and harmonious throughout the financial year under review. The Company continues to maintain constructive relationships with its employees and remains committed to ensuring employee welfare, statutory compliance, workplace safety, and a positive organizational culture that supports sustainable business growth.

Industrial Relations

The Company maintains a positive working environment and recognises the importance of employee engagement, operational discipline and skilled manpower for its manufacturing and trading activities. Based on the information disclosed in the Prospectus, no material adverse development relating to industrial relations has been identified.

The Company will continue to focus on employee development, retention of skilled personnel, workplace safety, compliance with applicable labour laws and strengthening its human-resource capabilities in line with its proposed business expansion.

7. KEY FINANCIAL RATIOS

Conclusion

The Company remains committed to strengthening its market position through operational excellence, product quality, innovation, and customer-centric business practices. While the business environment continues to present certain challenges, the management is confident that the Company's sound business fundamentals, prudent financial management, robust internal control framework, experienced leadership, and dedicated workforce will enable it to effectively navigate market uncertainties and capitalize on emerging growth opportunities.

The Company will continue to focus on sustainable growth by enhancing operational efficiencies, expanding its product portfolio and market reach, strengthening stakeholder relationships, and creating long-term value for its shareholders. With a positive outlook for the agricultural and seed industry, the management remains optimistic about the Company's future growth prospects and its ability to deliver sustainable performance in the years ahead.

' The Company considers its human resources as one of its key assets and continues to focus on maintaining a competent, committed and motivated workforce. The management remains committed to providing a conducive working environment, appropriate training and development opportunities and ensuring compliance with applicable labour and employment laws. The industrial relations remained cordial during the period under review. As the Company expands its manufacturing capacity and product portfolio, it shall continue to strengthen its manpower and managerial resources commensurate with its business requirements.'