To

The Members,

Dharti Proteins Limited

(Formerly known as Devika Proteins Limited)

Your Directors have pleasure in presenting the 32nd Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2026:

(Amount in Lakhs)

For the financial year ended 31st March, 2026, your Company has reported Net Loss of ? 84.65 Lakhs as compared to previous financial year 2024-25 Net Loss of ? 0.67 Lakhs.

In a significant development, the Ahmedabad Bench of the National Company Law Tribunal approved the Resolution Plan on November 18, 2025, concluding the Corporate Insolvency Resolution Process (CIRP) initiated in April 2024 pursuant to the Insolvency and Bankruptcy Code, 2016. During the period of CIRP, the company was managed by the Resolution Professional and the new Board of Directors was constituted on 03rd December, 2025 and took control of the affairs of the company.

In view of losses, your directors do not propose any dividend for the year under review.

During the financial year under review, the Authorized Share Capital of the Company stood at Rs. 11,00,00,000/- (Rupees Eleven Crores only) comprising of 1,10,00,000 Equity Shares of Rs. 10/- each.

The paid-up Equity Share Capital as on March 31, 2026 was Rs. 50,00,000 (Rupees Fifty Lakhs).

As on March 31, 2025, the paid-up capital of the company was Rs. 10,27,72,000 (Rupees Ten Crores Twenty-Seven Lakhs Seventy-Two Thousand Only) divided into 1,02,77,200 equity shares of Rs. 10/- (Rupee Ten Only) each. Pursuant to the order passed by Hon'ble NCLT, Ahmedabad Bench dated 18th November, 2025, the entire shareholding of promoter and promoter group stand extinguished and the shareholding of public was reduced to 25,000 shares of Rs. 10/- (Rupees Ten Only) each aggregating to Rs. 2,50,000/- (Rupees Two Lakhs Fifty Thousand Only) in proportion to the shares already held by them on the record date which was fixed as February 20, 2026. Further, the promoter and promoter group were allotted 4,25,000 shares of Rs. 10/- (Rupees Ten Only) each aggregating to Rs. 42,50,000/- (Rupees Forty-Two Thousand Fifty Only) and 50,000 equity shares of Rs. 10/- each aggregating to Rs. 5,00,000/- were allotted to Secured Financial Creditor over and above the upfront cash component, as per approved resolution plan. Further the allotment was approved by Board of Directors in its meeting held on February 20, 2026. Pursuant to the said allotment, paid up share capital of the company was Rs. 50,00,000/- (Rupees Fifty Lakhs Only) divided into 5,00,000 (Five Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each.

During the year under review, your Company has not issued any Equity Shares with differential rights and hence the provisions of Section 43 of the Companies Act, 2013 read with the applicable Rules made thereunder.

During the year under review, your Company has not issued any Sweat Equity Shares pursuant to the provisions of Section 54 of the Companies Act, 2013 read with the applicable Rules made thereunder.

The Company has not issued any shares under Employee's Stock Options Scheme pursuant to the provisions of Section 62 of the Companies Act, 2013 read with the applicable Rules made thereunder, therefore, the disclosure regarding issue of employee stock options is not applicable.

During the year under review, the Company has not given loan to any employee for purchase of its own shares as per Section 67(3)(c) of Companies Act, 2013, therefore, the disclosure as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 are not applicable.

During the year under review, the Company has not issued any debentures, bonds or any non-convertible securities pursuant to the applicable provisions of Companies Act, 2013 read with the Rules made there under.

During the year under review, the Company has not issued any warrants pursuant to the applicable provisions of Companies Act, 2013 read with the Rules made there under.

As on March 31, 2026, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

The Company's Equity Shares are listed on the BSE Limited ("BSE").

Your directors believe that corporate governance is an ethically driven business process that is committed to values aimed at enhancing the growth of your Company. The endeavour is to continue and move forward as a responsible and sustainable Company in order to attract as well as retain talents, investors and to maintain fulfilling relationships with the communities and take all possible steps in the direction to re-write a new future for your Company.

We are committed to achieve the highest standards of ethics, transparency, corporate governance and continue to comply with the code of conduct framed for the Board and senior management under SEBI Listing Regulations and have maintained high standards of corporate governance based on the principle of effective implementation of internal control measures, adherence to the law and regulations and accountability at all levels of the organization.

Your Company's corporate governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high levels of integrity in decision making. The corporate governance report of the Company for the Year Under Review as required under the applicable SEBI Listing Regulations is attached hereto and forms part of this report. The requisite certificate from Practising Company Secretary, M/s Dharti Patel & Associates, confirming compliance with the conditions of corporate governance is attached to the corporate governance report.

The credit rating is a financial indicator to potential investors of debt securities such as bonds. During the year under review, your Company has not issued any debt securities, so credit rating of securities is not applicable to the Company.

There was no amount liable or due to be transferred to the Investor Education and Protection Fund during the financial year 2025-2026 ended 31st March 2026.

The General Reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the General reserve will not be reclassified subsequently to the statement of profit and loss.

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2026 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits/(losses) and cash flows for the year ended March 31, 2026.

Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses standalone and consolidated financial results on a quarterly basis which are subjected to limited review and publishes standalone and consolidated audited financial results on an annual basis.

The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

The auditor is issued unmodified report for the financial year under review.

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

In accordance with the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) of the Company as on March 31, 2026, is available on the website of the Company at https://www.dhartiproteins.com/investors/annual-returns

As on March 31, 2026, the company does not have any Subsidiary company or Joint Venture or Associate Companies.

The requisite details under Form AOC-2 in Annexure I have been provided in this Report.

The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the Audit Committee and the Board of Directors.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company.

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place the Policy on dealing with Related Party Transactions which is available on its website https://www.dhartiproteins.com/investors/policy-on-related-party-transactions.

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V read with regulation 34(3) of the Listing Regulations, 2015 forms part of the Annual Report.

The Company was undergoing Corporate Insolvency Resolution Process (CIRP) and has been revived pursuant to Resolution Plan approved by Hon'ble NCLT, Ahmedabad Bench Order dated November 18, 2025. During the previous financial year 2025-26, the management and control of the Company were under the supervision of the Resolution Professional. The new management was appointed on December 03, 2025.

Pursuant to the NCLT Order and the Board Resolution passed on February 20, 2026 all existing shares i.e. 10,27,720 equity shares of Rs. 10 each held by existing shareholders were cancelled and extinguished. Allotment of 25,000 ordinary equity shares of Rs. 10 each was made to existing public shareholders in the ratio of 1: 403.95 as on record date i.e. 20th February, 2026.

Further the Board in its meeting held on February 20, 2026 approved the allotment of 4,25,000 equity shares of Rs. 10/- each to the new Promoters and Promoter Group (As mentioned in the Resolution Plan) and 50,000 equity shares of Rs. 10/- each to Secured Financial Creditor over and above the cash component.

The listing approval from BSE was received on 16th June, 2026. Further, the company has made application for trading approval to the Exchange.

There are no changes in the nature of business in the financial year 2025-26.

Further, the Company has proposed to include a new object in addition to its existing objects, subject to the approval of the Board, shareholders at the ensuing Annual General Meeting and other approvals, as may be necessary.

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors.

In accordance with the manner of evaluation specified by the Nomination and Remuneration Committee, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors, in their meeting held on May 29, 2026, carried out annual performance evaluation of the Chairman, the non-independent directors and the Board as a whole for the financial year 2025-26.

The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board based on the report of evaluation received from the respective Committees.

These meetings were conducted to discuss and review various matters relating to the operations, performance, and governance of the Company.

During the year under review, the Annual General meeting of members was held on September 20, 2025 by the Resolution Professional as the company was in CIRP.

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee comprises Ms. Poorva Jain (Chairperson), Ms. Shubhangi Janifer (Member) and Mrs. Chitra Naraniwal (Member). All the recommendations made by the Audit Committee were accepted by the Board.

The Nomination & Remuneration Committee comprises Ms. Shubhangi Janifer (Chairperson), Ms. Poorva Jain (Member) and Mrs. Chitra Naraniwal (Member).

The Stakeholders' Relationship Committee comprises Ms. Poorva Jain (Chairperson), Ms. Shubhangi Janifer (Member) and Mrs. Chitra Naraniwal (Member).

There is a change in management of the Company post completion of CIRP Process as per direction issued by NCLT, Ahmedabad bench. Change in the composition of Board and KMP during the current financial has been provided herein below:

For most of FY 2025-26, the powers of the Board were suspended under Section 17 of the Insolvency and Bankruptcy Code, and vested with the Resolution Professional, Mr. Amrish Gandhi. Following NCLT's approval of the resolution plan on November 18, 2025, a Monitoring Committee was formed to oversee implementation. The Committee appointed a new Board w.e.f. December 03, 2025, marking the end of the suspended Board period.

As on March 31, 2026, the Board comprised 6 directors, with a balanced mix of executive and independent directors, complying with Regulation 17 of SEBI LODR (at least 50% independent directors for a non-chairman executive-led board). None of the directors hold positions exceeding the limits under Regulation 17A of SEBI LODR Regulations, 2015. All independent directors provided declarations under Section 149(6) of the Companies Act, 2013, confirming their independence.

Following are the details of changes in Board during the year till March 31, 2026–

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute.

They fulfill the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Jatinbhai Patel (DIN: 06973337) Managing Director of the Company, retires by rotation at the ensuing annual general meeting and being eligible offers himself for re-appointment. He has given a declaration in terms of Section 164(2) of the Companies Act, 2013 to the effect that he is not disqualified from being reappointed as a Director of the Company.

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (‘AGM') of the Company.

As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an independent director in more than seven listed entities: provided that any person who is serving as a whole-time director in any listed entity shall serve as an independent director in not more than three listed entities. Further, independent directors of the listed entity shall hold at least one meeting in a year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management.

Independent Directors have confirmed that they have complied with the Company's Code of Business Conduct & Ethics.

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their liability to discharge their duties. Based on the declaration received from Independent Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are independent of the management.

As a practice, all new directors (including independent directors) inducted to the Board are given a formal orientation.

The familiarization programme for the independent directors is customised to suit their individual interests and area of expertise. The directors are usually encouraged to interact with members of senior management as part of the induction programme. The senior management make presentations giving an overview of the Company's strategy, operations, products, markets and group structure, Board constitution and guidelines, and the major risks and risk management strategy. This enables the directors to get a deep understanding of the Company, its people, values and culture and facilitates their active participation in overseeing the performance of the management.

The details of the familiarization program conducted during the Year Under Review can be accessed from Company website https://www.dhartiproteins.com/investors/familiarisation-programme-for-independent-directors

The Company has devised a Nomination and Remuneration Policy ("NRC Policy") which inter alia sets out the guiding principles for identifying and ascertaining the integrity, qualification, expertise and experience of the person for the appointment as directors, key managerial personnel ("KMPs") and senior management personnel ("SMPs"). The NRC Policy has been framed with the objective

a. to ensure that appointment of directors, KMPs and SMPs and their removals are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations;

b. to set out criteria for the evaluation of performance and remuneration of directors, KMPs and SMPs;

c. to adopt best practices to attract and retain talent by the Company; and

d. to ensure diversity of the Board of the Company

The NRC Policy specifies the manner of effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. During the Year Under Review, there has been no change in the NRC Policy.

The NRC Policy of the Company can be accessed at the website of the Company at https://www.dhartiproteins.com/investors/nomination-and-remuneration-policy

None of the Managerial personnel of your company, who was employed throughout the financial year, was in receipt of remuneration in aggregate of Rupees One Crore and Two Lakhs or more or if employed for the part of the financial year was in receipt of remuneration of Rupees Eight Lakh and Fifty Thousand or more per month and there were no employees in the company hence the provisions of Rule 5(2) with respect to employees are not applicable to the company.

Following are the details of Orders passed by Regulators, Tribunals or Courts – NCLT, Ahmedabad bench vide its order dated 18th November 2025, has issued directions for change in management as well as reduction in Capital. The new management has taken charge of the Company has infused fresh Capital as well implementation of reduction in Capital as per directions issued in said NCLT order.

The resolution plan issued by Hon'ble NCLT, Ahmedabad bench has been successfully implemented. Change in management has already been implemented and also the fresh Capital has been infused. The Company has received listing approval from BSE and has filed an application for Trading approval from BSE.

Since the Company was under CIRP process and has recently been taken over by the new management and the new management is unable to comment in this matter.

1. In the preparation of the annual accounts, for the year ended March 31, 2026, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any; 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 March 31, 2026 and of the losses of the Company for the year ended on that date;

2. that the Directors have 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;

3. that the Directors had prepared the annual accounts on a going concern basis;

4. that 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; and

5. that 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.

The Company has appointed System Support Services as its Registrar and Transfer Agent ("RTA") for handling share registry and investor-related services. The RTA is registered with SEBI and has been efficiently managing all related activities during the year under review.

The investment in Stock Market have the risk of change in the price and value, both in term of up and down and thus can affect the profitability of the Company. Risk management is embedded in your Company's operating framework. Your Company believes that managing risks helps in maximizing returns. The Company's approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Further, the Company is not required to constitute Risk Management Committee under Listing Regulations, 2015.

Business Risk Evaluation and Management is an on-going process within the organization. In compliance with the provisions of Section 134(3)(n) of the Companies Act, 2013, the Board of Directors has formulated and adopted the Risk Management Policy to identify, monitor and minimize risks while identifying business opportunities which enables the Company to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business.

Pursuant to the appointment of new management, the Company has established a robust system of internal controls and procedures designed to ensure the orderly and efficient conduct of its business, 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 Audit function is carried out by the Company's independent Internal Auditor, to M/s. PSG And Associates, Chartered Accountant (FRN – 133773W), who conduct periodic audits of all significant operational and financial areas and assess the adequacy and effectiveness of internal controls. The observations and recommendations of the Internal Auditor are reviewed by the Audit Committee, and necessary corrective actions are implemented.

Based on the report submitted by to M/s. PSG And Associates, Chartered Accountant (FRN – 133773W), the Audit Committee and the Board are satisfied that the Company's internal financial controls over financial reporting are adequate and operating effectively during the year under review.

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company i.e. https://www.dhartiproteins.com/investors/whistle-blower-policy

The Audit Report issued by M/s. N.S. Nanavati & Co. (FRW: 134235W) on the financial statements for the financial year 2025–26 forms part of the Annual Report. The notes to the financial statements, as referred to in the Auditor's Report, are self-explanatory and do not require any further clarification or comment.

The Auditor has carried out statutory Audit of the standalone and consolidated financials and has issued an unmodified report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Dharti Patel & Associates, Company Secretaries in Practice (C. P. No. 19303) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report in the prescribed Form MR-3 is annexed in this Annual Report as Annexure II. The qualifications submitted by Practicing Company Secretaries are already mentioned in the report annexed herewith.

In addition to the above and pursuant to SEBI circular dated 8th February 2019, a report on secretarial compliance by CS Dharti Patel for the FY 2025-26 has been submitted with stock exchanges. The same report is available on the website of the company at https://www.dhartiproteins.com/investors/secretarial-compliance-report-fy-2026-27

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. PSG AND ASSOCIATES, Chartered Accountant (FRN – 133773W). The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act are not applicable to the Company.

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31st March, 2026 made under the provisions of Section 92(3) of the Act will be available on Company website link https://www.dhartiproteins.com/investors/annual-returns

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, this is to certify and declare that there was no case of sexual harassment during the year under review. Neither there was a case pending at the opening of Financial Year, nor has the Company received any Complaint during the year.

The information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, as defined under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is reported to be NIL.

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure ‘III' and forms an integral part of this Report. A statement comprising the names of top employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ‘V' and forms an integral part of this annual report. The above Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136(1) of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company.

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every company including its holding or subsidiary and a foreign company, which fulfills the criteria specified in sub section (1) of Section 135 of the Act shall comply with the provisions of Section 135 of the Act and its rules.

Since the Company is not falling under any criteria specified in sub section (1) of Section 135 of the Act, your company is not required to constitute a Corporate Social Responsibility ("CSR") Committee.

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report under of Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

During the year under review, your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

The Notes on Financial Statement referred in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditor has issued an unmodified report for the Financial Year 2025-26.

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

During the Financial year under review, the Company has appointed Mr. Jatinbhai Ramanbhai Patel (DIN: 06973337), Managing Director of the Company, as the "Designated Person" responsible for furnishing and extending co-operation for providing information to the concerned Registrar of Companies or any other authorized officer with respect to beneficial interest in shares of Company under the Act.

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2026.

Male Employees: 2

Female Employees: 1

Transgender Employees: 0

This disclosure reinforces the Company's efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

The Company neither have any Foreign Direct Investment (FDI) nor invested as any Downstream Investment in any other Company in India.

Accounting Software for maintaining its books of account for the financial year ended March 31, 2026 was used which has a feature of recording audit trail (edit log) facility for all relevant transactions recorded in the software.

The Company, Dharti Proteins Limited, was undergoing Corporate Insolvency Resolution Process (CIRP) and has been revived pursuant to an approved Resolution Plan. During the previous financial year, the management and control of the Company were under the supervision of the Resolution Professional.

Therefore, for the financial year ended March 31, 2026 the Board is unable to comment on effectiveness of the audit trail.

The new management which was appointed on December 03, 2025 as per the resolution plan dated November 18, 2025, endeavours to comply with the said rule hereafter.

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

During the financial Year Under Review, disclosure with respect to details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reason thereof is not applicable.

During the financial year under review, there were no applications made or proceedings pending in the name of Company under the Insolvency and Bankruptcy Code, 2016.

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

The Company has not failed to complete or implement any corporate action between the end of the Financial Year to which this Financial Statements relates and date of this Report.

Statements in this Directors' Report and Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company's valued customers, bankers, vendors and members for their continued support and confidence in the Company.