Equity Analysis

Dear Shareholders,

Your Directors have pleasure in presenting the 32^nd Annual Report on the business and operations together with the Audited Financial Statements of the Company for the year ended on March 31, 2023.

1. FINANCIAL SUMMARY

The Company's financial performance, for the year ended March 31, 2023 is summarized below:

The Board's Report is prepared based on the Standalone Financial Statements of the company.

(Amount in Lacs)

During the year, the company continued with its business operations of trading in paper products up to 12^th October, 2022 after that company change its name from SARDA PAPER LIMITED to TAHMAR ENTERPRISES LIMITED, also alter its object clause of memorandum of association shift its business activity from trading in paper products to distillery business. This activity needs working capital. The company has not been able to raise working capital and hence the operations during the year have been minimal. Due to fixed overheads the company has incurred losses during the year.

In view of losses the Board of Directors, do not propose any dividend for the financial year ended 31st March, 2023.

For the year under review, no amount has been transferred to General Reserve.

The paid-up Equity Share Capital as on March 31, 2023 was Rs. 3,11,89,000 /-. The Company has not issued and allotted any securities during the year ended March 31, 2023.

Cash and cash equivalent as at March 31, 2023 was Rs. 38.19/- Lacs. against Rs. 1.75/- Lacs last year.

7. DEPOSITS

During the year under review the 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.

During the period under review, the loans, advance and guarantees were provided by the Company under the provisions of Section 186 of Companies Act, 2013 is given in the balance sheet and schedule of Loans and Advances.

9. MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), the Management Discussion & Analysis is presented in separate section forming part of the Annual Report as Annexure 2.

Pursuant to Regulation 15 (2), of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR) shall not be mandatory, for the time being, in respect of the listed entity having paid up equity share capital not exceeding Rs. 10 Crore and net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year. As our company's paid up equity share capital is not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year, compliance with Regulation Para C, D and E of schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), a Report on Corporate Governance is not applicable.

The Board is properly constituted as per the provisions of the Companies Act, 2013. The Board at present comprises of:

*Kamini kamal Johari, Managing Director of the Company resigned W.e.f. 12^th October, 2022. ** Sarita Sequeira appointed as Managing Director of the Company w.e.f. 12^th October, 2022. # Sandeep Sahu appointed as an Independent Director of the Company w.e.f. 12^th October, 2022. ## Meena Menghani appointed as an Independent Director of the Company w.e.f. 4^th November, 2022. @ Rohit Jain, Company Secretary cum Compliance Office of the Company resigned w.e.f. 1^st July, 2023.

@@ Pranavkumar Udaram Khatri appointed as CFO of the Company, 23^rd September, 2022 and resigned w.e.f.1^st July,2023.

cessation of Krishnamurthy Ananthanarayanan Perungudur, Independent Director of the Company w.e.f. 29^th July, 2023.

Mahesh Salamatrai Makhijani, Independent Director of the Company resigned w.e.f. 14^th August, 2023.

12. EXTRACT OF ANNUAL RETURN

A copy of Annual Return as required under the Companies Act, 2013 together Form MGT-7 have been placed on the Company's website, the web link for the same is www.thamar.in.

13. MEETINGS

During the year under review, the Board mates 7 (Seven) times on 30.05.2022, 04.08.2022, 12.08.2022, 12.10.2022, 04.11.2022, 10.02.2023, 01.03.2023; The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Obligations and Disclosure Requirements, Regulations, 2015. The details of the Meetings of the board of Directors are set as follows:

In view of the prevailing COVID-19 situation and consequent lockdown across the country, the Ministry of Corporate Affairs (MCA) has exempted companies from circulation of physical copies of Annual Report for FY 2022-23. Accordingly, the Annual Report of the Company for FY 2022-2023 is being sent only by email to the members, and all other persons/entities entitled to receive the same. This Annual Report, along with other documents, is also available on the Company's website at www.thamar.in.

All Independent Directors have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 as well as LODR.

In compliance with the provisions of the Companies Act, 2013 read with the Rules framed there-under and Regulation 17 of the LODR, the Board had carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees. The Board of Directors expressed their satisfaction with the evaluation process.

The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013 and the Listing Obligations and Disclosure Requirements, Regulations, 2015. The details of the Committee are set as follows:

The Audit Committee met 5 (Five) times in a year 30.05.2022, 04.06.2022, 12.08.2022, 04.11.2022 and 10.02.2023,

Pursuant to the Act, SEBI Listing Regulations and NBFC Regulations, the Company has Constituted a Nomination and Remuneration Committee. The Committee acts as a Nomination Committee, as per the NBFC Regulations, to ensure ‘fit and proper' status of the directors to be appointed/re–appointed and recommend their appointment/re–Appointment to the Board.

During the year under review, (3) Four Nomination and Remuneration Committee meeting was held on 04.08.2022, 12.10.2022 and 04.11.2022

Pursuant to the Act and SEBI Listing Regulations, the Company has constituted a Stakeholders Relationship Committee. This Committee specifically looks into the grievances of the equity shareholders of the Company. During FY 2022-2023, No complaints from investors were received on any matters. The terms of reference of the Committee, inter alia, includes review of measures taken for effective exercise of voting rights by shareholders and review of adherence to the service standards in respect of various services rendered by the registrar and share transfer agent.

During the year under review, Two Stakeholders Relationship Committee meeting was held on 30.05.2022 and 12.10.2022.

20. FREQUENCY OF MEETINGS:

A minimum of four board meetings is held each year with the time gap between any two successive meetings not exceeding 120 days. Meetings of the committees are also planned and scheduled to be held along with the board meetings.

21. AVAILABILITY OF INFORMATION TO THE BOARD:

The board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties. Under the advice and direction of the chairman, the company secretary's responsibility includes ensuring good information flows within the board as well as between senior management and non-executive directors.

The following information, inter alia, is provided to the directors of the company: - - Quarterly results for the company. Minutes of meetings of audit committee and other committees of the board. - - General notices of interest received from directors.

Show cause, demand, prosecution notices and penalty notices which are materially important.

- Any material default in financial obligations to and by the company.

- Any issue, which involves possible public or product liability claims of substantial nature, including any judgment or order - which, may have passed strictures on the conduct of the company. Non-compliance of any regulatory, statutory duty. - - Legal compliance reports and details of payment of statutory dues. Capital budgets and any updates if required.

22. LISTED ON STOCK EXCHANGES:

The Company is listed with BSE Limited (BSE).

As company is not falling in the criteria specified under section 135(1) of the Companies Act, 2013, no comment is invited.

24. 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

Material Changes have occurred between the end of the Financial Year 2022-2023 which affect the financial statements of the Company in respect of the reporting year.

1. Open offer made by the Acquirers for acquisition of up to 8,06,602 Equity Shares representing 25.86% of the Voting Share Capital from the Public Shareholders of Sarda Papers Limited.

2. Reclassification of authorized share capital of the Company y reclassifying 4,25,000 (Four Lakh and Twenty-five thousand) 1% redeemable preference shares of Rs. 100/- each into 42,50,000 (Forty-Two Lac Fifty Thousand only) Equity shares of Rs.10/ each aggregating to Rs. 4,25,00,000.

3. Sub-division of 1 (one) equity share of face value of Rs. 10/- each into 10 (ten) equity shares of Re. 1/- each. the 10 (Ten) Equity Shares of the face value of Re. 1 each on sub-division to be allotted in lieu of existing one equity share of Rs. 10 each shall be subject to the terms of the Memorandum and Articles of Association of the company and shall rank pari-passu in all respects with the existing fully paid shares of Rs. 10 each of the company and shall be entitled to participate in full in any dividends to be declared after the sub-divided equity shares are allotted."

4. The Authorized Share Capital of the Company is Rs. 7,75,00,000 (Rupees Seven Crore Seventy-Five Lakh Only) divided into 7,75,00,000 (Seven Crore Seventy-Five Lakh) equity hares of Re. 1/- (Rupees One Only) each with the rights, privileges, and conditions attaching thereto as are provided by the regulations of the company.

5. Increase the Authorized Share Capital And to consider and approve alteration of capital clause of the memorandum of association of the company the authorized share capital of the company be and is hereby increased from Rs. 7,75,00,000/- (Rupees Seven Crore Seventy-Five Lakh) divided into 7,75,00,000 (Seven Crore Seventy-Five Lakh) equity shares of Re. 1/ (Rupee One Only) (after proposed sub-division of face value of equity shares) each to Rs. 49,00,00,000/- (Rupees Forty-Nine Crore Only) divided into 49,00,00,000/- (Forty-Nine Crore) equity shares of Re. 1/- (Rupee One Only) each by creation of additional 41,25,00,000 (Forty-One Crore Twenty-five Lakhs only) equity shares of Re. 1/- (Rupee One Only) each.

The Company has in place adequate internal financial control with reference to financial statements. During the year, such controls were tested and no reportable material weakness in designs or operations were observed.

During the year under review, no material orders were passed by the Regulators / Courts / Tribunals, impacting the Company's going concern status and future operations.

The Company had no subsidiary as at the end of the financial year ended March 31, 2023.

Your Company has framed a Remuneration Policy which lays down a framework in relation to the Directors, Key Managerial Personnel and Senior Management of the Company. During the Year Company has not paid any remuneration to directors due to no positive revenue and profits. The company paid Rs.1,80,000/- (One lakh eighty thousand only) to Company secretary and compliance officer & Rs. 80,000/- (eighty Thousand only) to CFO.

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Mechanism of the Company is available at web link: www.tahmar.in .

Regulations 17(5) of the SEBI (LODR) Regulations, 2015, requires listed Companies to lay down a Code of Conduct for its Directors and Senior Management, incorporating duties of a Directors as laid down in the Companies Act, 2013.

The Board has adopted a Code of Conduct for all Directors and Senior Management of the Company and the same has been placed on Company's website at www. tahmar.in.

The Company has adopted a Whistleblower Policy and Vigil Mechanism to provide a formal mechanism to the Directors, employees and its stakeholders to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. Protected disclosures can be made by a whistleblower through several channels. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

The Company has framed Risk Management Policy. The main objective of this policy is to ensure sustainable business growth with stability and to promote proactive approach to identifying, evaluating and resolving risks associated with its business. In order to achieve the key objective, the policy establishes structured and disciplined approach to risk management in order to guide decisions on risk related issues.

Under the current challenging and competitive environment, the strategy for mitigating inherent risk in accomplishing the growth plan of the Company is imperative. The common risks interalia are regulatory risk, competition, financial risk, technology obsolescence, human resources risk, political risks, investments, retention of talents, expansion of facilities and product price risk.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under the Act, are provided in Annexure 2 to this report.

Pursuant to Section 134 [5] of the Companies Act, 2013, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with the proper explanations relating to material departures.

ii) Appropriate Accounting Policies have been selected and applied consistently. 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, 2023 and of the Profit and Loss Account for the Financial Year 2023 have been made.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

iv) The Annual Accounts have been prepared on a going concern basis.

v) 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, prevention & detection of frauds / errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, internal Financial Controls, are adequate and were operating effectively.

vi) Proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and the provisions of the Companies Act, 2013, Rules made there under and the LODR are not attracted.

All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are foreseen and repetitive in nature. The transactions entered into pursuant to omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

Particulars of contracts / arrangement with related parties entered into under section 188[1] are available in AOC 2 as Annexure3 to this report.

The details of transactions with Related Parties are given in the notes to the Financial Statements in accordance with the Accounting Standards.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company at www. tahmar.in.

None of the Directors has any pecuniary relationships or transactions vis-?-vis the Company.

M/s. SSRV & Associates, Chartered Accountants (firm registration no. 135901W) Statutory Auditor of the Company, was appointed by the board in its meeting and by shareholders subsequently in 11^th December 2022 to Fill the Casual Vacancy arise have been appointed for a period of till the conclusion of Annual General Meeting of the company to be held in the year 2023. Section 139 of the Companies Act, 2013 read with rule 3 (7) of the Companies (Audit and Auditors) Rules, 2014.

The Auditors has completed the Audit for F.Y. 2022-23 and there are no observations in the Independent Audit Report, the audit report is self-explanatory.

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 had appointed M/s. Abhilasha Chaudhary & Associates, Practicing Company Secretary. Indore a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Reports, part of this report as Annexure 4.

The Secretarial Auditors has completed the Audit for F.Y. 2022-23 and there are observations in the Audit Report, the audit report is self-explanatory.

(a) With regard to the observation given by secretarial Auditors for

i) late appointment of whole time Company Secretary, the management clarification: the company's management has made enough efforts to appoint whole time Company Secretary, however failed to appoint a whole-time Company Secretary mainly due to size and operations of the company, as the company is a loss making company and was not able to pay a high salary, the company has appointed the company secretary.

ii) As the company is a Listed Company on BSE Ltd.

(b) The Company has delay in filling of Form AOC-4 for year ended 31st March, 2022 for the period of FY 2021-22, that there was a technical issues in MCA portal therefore we could not fil e-form on due dates

(c) The Company has delay in filling of Form DIR-12 for Change In designation of director, that there was a technical issues in MCA portal therefore we could not fil e-form on due dates.

(d) As the company is a Listed Company on BSE Ltd. however the present status of the Company on BSE Ltd. is Trading Restricted - On account of GSM, and SDD Non-Compliant., management clarification that the Trading Restrictions and GSM/ASM is not in the control of the company

(e) The Company has delay in filling of Form AOC-4 for year ended 31st March, 2022 for FY 2021-22, e-form IR-12 and SH-7. The management clarification that sthere was a technical issue in MCA portal therefore we could not fil e-forms on due dates.

The Ministry of Corporate Affairs vide notification dated 16 February 2015 made it mandatory in a phased manner for adoption and applicability of Indian Accounting Standards (Ind AS) for companies other than Banking, Insurance and Non-Banking Finance Companies. Rule 4 of the Companies (Indian Accounting Standards) Rules 2015 specifies the classes of companies which shall comply with the Ind AS in preparation of the financial statements. In accordance with clause (iii) of sub rule (1) of the Rule 4 of the companies (Indian Accounting Standards) Rules 2015, the compliance of Indian Accounting Standards was applicable and mandatory to the company for the accounting period beginning from 1 April 2017.

The financial statements for the year under review have been prepared in accordance with the Ind AS including the comparative information for the year ended 31 March 2023 as well as the financial statements on the date of transition i.e. 1 April 2016

The Company has zero tolerance for sexual harassment at workplace and has adopted a ‘Respect for Gender' Policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013 and the Rules framed there under.

The Company has not received any written complaint on sexual harassment during the financial year.

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed there under.

The Company does not have any outstanding shares in the suspense account and is not required to maintain any Suspense Account or Unclaimed Account as required under Schedule V of SEBI (LODR).

Your Directors thank all the shareholders, customers, vendors, banks and the State and Central Governments for the support extended during the year and look forward to their continued support in the future. Your Directors also place on record their appreciation of the contribution made by the Company's employees at all levels.