Amrit Corp Ltd Directors Report

To the Members,

The Board of Directors is pleased to present Companys 83^rd Annual Report on the business and operations together with the Audited Financial Statements for the financial year ended 31^st March, 2024.

FINANCIAL RESULTS

The summarized financial results (standalone) of the Company for the financial year 2023-24 are given hereunder:

(Rs.in lakhs)

	2023-24	2022-23
Revenue from operations & other income	16,348.31	1,1550.44
Operating Profit (EBIDTA)	4,206.60	367.01
Finance Cost	14.47	161.97
Gross Profit (PBD)	4,192.13	205.04
Depreciation & amortization	360.13	275.08
Profit/(Loss) before tax	3,832.00	(70.04)
Provision for
- Current Tax (net)	200.12	20.40
- Deferred Tax	637.53	(108.75)
Net Profit/(Loss)	2,994.35	18.31
Other Comprehensive Income	(11.28)	(125.33)
Total Comprehensive Income for the year	2,983.07	(107.02)
Opening balance of Retained Earnings	7,723.19	8,727.52
Amount available for appropriation	10,700.92	8,701.06
Dividend on Equity Shares	121.53	227.87
Transferred to General Reserve	750.00	750.00
Closing Balance of Retained Earnings	9,829.39	7,723.19

DIVIDEND

The Board of directors are pleased to recommend payment of dividend of Rs.6.00 per equity share of Rs.10/- each (i.e. 60%) for the financial year ended March 31, 2024, subject to approval of the shareholders at the ensuing annual general meeting. The dividend of Rs.4.00 per equity share of Rs.10/-each (i.e. 40%) was paid in the year ended March 31, 2023.

MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR

Scheme of Amalgamation

The Board of Directors of the Company approved the Scheme of Amalgamation (“Scheme”) between the Company and Amrit Agro Industries Ltd. (“Amrit Agro”) pursuant to the provisions of Sections 230-232 of the Companies Act, 2013. The Scheme was approved by the shareholders and creditors of both the companies and sanctioned by the Honble National Company Law Tribunal, Allahabad Bench, Prayagraj. The Scheme became effective from 26^th April, 2024 and the Appointed Date was 1^st April, 2023.

The salient features of the Scheme interalia are as under:

(a) Amalgamation of Amrit Agro with the Company;

(b) Transfer and vesting of the entire business of Amrit Agro including inter alia all movable/ tangible/ intangible properties, if any, and all secured and unsecured debts, liabilities, including contingent liabilities and taxation obligations;

(c) Cancellation and extinguishment of the investment held by Amrit Agro in the form of equity shares of the Company;

(d) Issue and allotment of One (1) 7% Optionally Convertible Redeemable Preference Share (“OCRPS”) of Rs.10 each by the Company for every one (1) equity share of Rs.10 each of Amrit Agro;

(e) Clubbing of the Authorized Share Capital of Amrit Agro with the Company;

(f) Dissolution of Amrit Agro without winding-up.

“10^th May, 2024” has been fixed as the ‘Record Date for the purpose of determining the equity shareholders of Amrit Agro entitled to receive OCRPS as per the exchange ratio provided in the Scheme. The OCRPS have been issued to the shareholders of Amrit Agro inter alia on the following terms & conditions:

- Tenure of OCRPS shall not exceed 6 months from the date of allotment;

- The holders of OCRPS shall be entitled to a dividend of 7% p.a.

- OCRPS will be convertible into two equity share of Rs. 10/- each fully paid-up for every twenty-three (23) OCRPS held by the shareholders, in one tranche, at the option of the allottee(s) within a period not exceeding 6 months from the date of allotment of OCRPS;

- In the event the allottees of OCRPS choose not to convert the OCRPS, they will be compulsorily redeemed by the Company at the price of Rs. 73.60 per OCRPS of Rs. 10/- each including premium of Rs. 63.60 per OCRPS together with the cumulative dividend.

Except the above, there are no other material changes and commitments affecting the financial position of the Company, which occurred after the end of the financial year i.e. March 31, 2024.

OVERVIEW OF COMPANYS OPERATIONAL & FINANCIAL PERFORMANCE

Dairy

The production of dairy milk & milk products during the year was higher by 3.74% at 12,560 KL as against 12,107 KL in the previous year;

The volume of the commoditized products, e.g. liquid milk (UHT/pasteurized/loose milk) and cream, which are low contribution items, is lower as the focus now is on value added products. By effective production planning, the product mix is optimized to shift the production from loose milk to Products as far as possible; thus, reducing substantially the losses on sale of loose milk. The B2B products under ‘Cool M brand i.e. soft serve mix, ice cream mix, cold coffee (pouch) and whipping cream have grown by 4% on YoY basis. The lower growth in B2B is mainly on account of declining volumes of whipping cream. It is expected that current year onwards, private label products business will grow on account of on-boarding of two large customers. The high value-added products under ‘Just brand i.e. flavoured milk in glass bottles and protein shakes, coffee drinks & ice-tea in aluminium cans are getting increased market acceptance and have grown by nearly 77% on YoY basis.

During the year under review, the revenue from Dairy operations increased by 17.52% to Rs.

12,651.29 lakh as against Rs. 10,764.96 lakh in the previous year; The average milk price during the year were lower by about 10%. This led to higher profitability and increased margins. The prices of SMP and SWP also remained softened due to falling of milk rates and build-up of stock in the pipeline. The other manufacturing costs were generally stable.

Treasury

The Company has deployed surplus funds by way of investment in financial instruments.

The Companys treasury operations continued to focus on the deployment of excess funds on the back of effective portfolio management of funds within a well-defined risk management framework and asset allocation strategy. All investment decisions in deployment of funds continued to be guided by the tenets of safety of principal and liquidity; The current financial year has been a good year for Indian equity markets. The markets in India remained resilient throughout with some volatility in the fourth quarter. The strong run-up in domestic equity prices was largely driven by sustained mutual fund inflows, higher economic growth and healthy corporate earnings. BSE sensex rose by about 25% in FY 2023-24 and was among the top performing indices globally.

Company as a whole

During the year under review, gross revenue is higher by 41.54% at Rs.16,348.31 lakhs as against Rs. 11,550.44 lakhs in the previous year. Operating profit (EBIDTA) of Rs.4,206.60 lakhs has been recorded in the financial year 2023-24 as against operating profit of Rs. 367.01 lakhs in the previous year. Net profit after tax for the year is Rs.2,994.35 lakhs as against Rs. 18.31 lakhs in the previous year. The Net Profit after other comprehensive income is Rs. 2,983.07 lakhs as against Net Loss of Rs.107.02 lakhs in the previous year.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis for the year ended March 31, 2024 is appended and forms an integral part of this Report.

SUBSIDIARY COMPANY

The statement pursuant to Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, relating to the subsidiary company, Amrit Learning Ltd., together with Consolidated Financial Statements for the year ended 31st March, 2024 are attached herewith and form part of this Annual Report. In terms of the provisions of Section 136 of the Companies Act, 2013, the Financial Statements of the subsidiary company are available for inspection at the Registered Office of the Company by any shareholders of the Company. The Financial Statements of the subsidiary company and the related detailed information shall be made available to the shareholders of the Company, seeking such information at any point of time, on demand, free of cost. The Financial Statements are also available on the website of the Company and can be accessed at www.amritcorp.com under ‘Investors Relations.

FINANCE (i) Share Capital

Upon giving effect to the Scheme of Amalgamation of Amrit Agro with the Company, the investment of Amrig Agro in the equity shares of the Company i.e. 2,52,127 equity shares of Rs.10/- each has been cancelled in terms of the Scheme and, consequently, the face value of the said investment amounting to Rs.25.21 lakhs has been reduced from the issued, subscribed and paid-up share capital of the Company.

In terms of the Scheme, the Company has issued and allotted 63,72,265 - 7% Optionally Convertible Redeemable Preference shares (“OCRPS”) of the face value Rs.10/- each to the equity shareholders of Amrig Agro, as on the Record Date fixed for the purpose, in the ratio of exchange provided in the Scheme i.e. One (1) 7% OCRPS for every one (1) equity share of Amrig Agro. The terms & conditions of the OCRPS are given in the Notes to the Accounts.

Consequently, the paid-up share capital of the Company after giving effect to the Scheme of Amalgamation, stands as under:

(Rs. Lakhs)

27,86,104 Equity Shares of the face value of Rs.10/- each	278.61
63,72,265 7% Optionally Convertible
Redeemable Preference shares of the face value of Rs.10/- each	637.23

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

(ii) Delisting

In accordance with Regulation 26 of the Delisting Regulations, the Promoter Acquirers provided exit opportunity to the remaining public shareholders of the Company, who did not or were not able to participate in the Reverse Book Building Process or who unsuccessfully tendered their equity shares in the Reverse Book Building Process and were holding Equity Shares in the Company (“Residual Shareholders”), to tender their equity shares during a period of one year from the BSE Date of Delisting i.e. from June 03, 2022 to June 2, 2023 (“Exit Window”) at the delisting price of Rs.945/- per equity share on the terms and conditions as contained in the Exit Letter of Offer. During the financial year 2023-24, 4,042 equity shares have been tendered by the Residual Shareholders which have been acquired by the Promoter

Shareholders. Consequently, the shareholding of the Promoter Shareholders has gone up to 93.72% of the paid-up equity share capital of the Company. The Exit Window closed on June 2, 2023.

(iii) Deposits

Your Company has not accepted any deposits falling under the ambit of Section 73 of the Companies Act, 2013 (“the Act”) and the Rules framed thereunder during the year under review and there are no unpaid/unclaimed deposits nor any amount of principal or interest on public deposits outstanding as on the date of the Balance Sheet.

(iv) Particulars of loans, guarantees or investments

Loans, guarantees and investments covered under the provisions of Section 186 of the Act, form part of the financial statements provided in this Annual Report.

(v) Related Party Transactions

The particulars of contracts or arrangements with related parties, as per Section 188 of the Companies Act, 2013 and Rules made thereunder and as per the Related Party Transactions (“RPT”) Policy of the Company during the financial year ended March 31, 2024 in prescribed Form AOC-2 is annexed to this Report (Annexure-A). All transactions with related parties during the year were on arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, directors, key managerial persons or others, which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders.

On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related Party Transactions, which is also uploaded on the website of the Company (www.amritcorp.com) under the head ‘Investor Relations. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the strict legal and accounting requirements.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has put in place a Corporate Social Responsibility Policy in line with Section 135 and Schedule VIII of the Act. The CSR Policy as approved by the Board of Directors is available on the website of the Company at www.amritcorp.com. As per the Policy, the CSR activities are carried on in areas of skill development & language training for employability, livelihood and income generation, preventive health and sanitation, waste resource management and water conservation and also contribute to Prime Ministers National Relief Fund, National Mission for Clean Ganga and Swachh Bharat Kosh.

The Annual Report on CSR activities, as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 has been appended as Annexure-B and forms integral part of this Report.

RISK MANAGEMENT

Your Company has a robust governance structure with well-defined roles and responsibilities for each vertical. This helps in identifying and managing business risks in a proactive manner and at the same time empowers the management to encash business opportunities.

VIGIL MECHANISM

Your Company over the years has established a reputation for doing business with integrity and displays zero tolerance for any form of unethical behavior. Pursuant to Section 177(9) of the Companies Act, 2013, the Company has formulated a Whistle Blower Policy to establish a vigil mechanism for directors and employees of the Company. The purpose and objective of this Policy is to provide a framework to promote responsible and secure whistle blowing. It protects the employees wishing to raise a concern about serious irregularities within the Company.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the members of the Board and all employees in the course of day-to-day business operations of the Company. The Company believes in zero tolerance against bribery, corruption and unethical dealings/ behavior of any form. The Code has been posted on the Companys website at www.amritcorp.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

INTERNAL CONTROL SYSTEMS

Your Company has evolved a system of internal controls to ensure that the assets are safeguarded and transactions are authorised, recorded and correctly reported. The scope of internal audit covers a wide variety of operational methods and, as a minimum, ensures compliance with specified standards with regard to availability and suitability of policies and procedures, extent of adherence, reliability of management information system and authorization procedures including steps for safeguarding of assets.

PREVENTION OF SEXUAL HARASSMENT

The Company believes that all employees have right to be treated with dignity and to work in an environment free of sexual harassment. The Company will not permit or condone sexual harassment at workplace. The Company will make every effort to ensure that no employee or visitor or any other person is subjected to sexual harassment at any of the Companys workplaces and the allegations of sexual harassment will be dealt with seriously, expeditiously and confidentially. The Company has in place a formal policy for prevention of sexual harassment, which has been framed in accordance with the provisions of “The Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013” and Rules framed thereunder. No complaints of sexual harassment were received during the financial year 2023-24.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) (i) Changes in Directors

Shri K. R. Ramamoorthy, Shri Mohit Satyanand and Shri Sundeep Aggarwal, have ceased to hold office as Independent Directors of the Company upon completion of their second term of five years on March 31, 2024. The Board places on record its heartfelt gratitude for the mentorship, guidance and unwavering support of Shri K. R. Ramamoorthy, Shri Mohit Satyanand and Shri Sundeep Aggarwal during their tenure as Independent Directors of the Company.

The Board of Directors and the Shareholders have appointed Mr. Alok Mathur as Independent Director of the Company w.e.f. April 1, 2024 for a period of five years.

Except the above, no other changes have taken place in the Board of Directors and Key Managerial Personnel (KMP) from the date of last Annual Report.

(ii) Retirement by rotation

The Independent Directors hold office for a fix term of five years from the date of their last appointment and are not liable to retire by rotation. Out of the remaining four Directors, Shri G.N. Mehra retires by rotation and being eligible, offers himself for reappointment as Director, in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company.

(iii) Re-appointment of Chairman & Managing Director

Shri Naresh Kumar Bajaj was re-appointed as Chairman & Managing Director of the Company without remuneration for a period of 5 years w.e.f. 01.04.2024. The Shareholders have approved the re-appointment of Shri Naresh Kumar Bajaj as Chairman & Managing Director by way of Postal Ballot.

(iv) Declarations by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.

(v) Board Meetings

During the financial year 2023-24, five (5) Board Meetings were convened and held, the details of which are as under:

(i) June 02, 2023;

(ii) July 17, 2023;

(iii) August 17, 2023;

(iv) September 15, 2023

(v) November 20, 2023; and

(vi) February 16, 2024.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

BOARD COMMITTEES (i) Audit Committee

The constitution and terms of reference of the Audit Committee conform to the requirements of Section 177 of the Companies Act, 2013. The scope and the terms of reference for the working of the Audit Committee are constantly reviewed and changes made from time to time to ensure effectiveness of the Committee. The Audit Committee comprises of four members - three non-executive & independent directors and one executive & non-independent director. The Chairman of the Audit Committee is an Independent Director. The Committee met thrice during the reporting period. All the recommendations of the Audit Committee during the reporting period were accepted by the Board of Directors.

(ii) Stakeholders Relationship Committee

In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board has constituted “Stakeholders Relationship Committee”. This committee ensures speedy disposal of all grievances/complaints relating to shareholders/investors. The Stakeholders Relationship Committee comprises of three members - two non-executive directors and one executive director. The Chairman of the Committee is non-executive director. During the reporting period, the Stakeholders Relationship Committee met once. The meeting was attended by all the members of the Committee. During the year 2023-24, the Company has received no complaints from the investors and hence no complaints and/or requests for dematerialization were pending as on 31^st March, 2024.

(iii) Nomination & Remuneration Committee

In compliance with Section 178 of the Companies Act, 2013, read along with the applicable Rules thereto, the Company has constituted “Nomination and Remuneration Committee” consisting of three non-executive directors with two independent directors as members and Chairman. The objective of the committee is to lay down a framework and set standards in relation to nomination, remuneration and evaluation of Directors, Key Managerial Personnel (KMP) and such other senior management personnel as may be prescribed so as to achieve a balance of merit, experience and skill in the organization.

(iv) CSR Committee

The Company has constituted a Corporate Social Responsibility (CSR) Committee as required under Section 135 of the Companies Act, 2013. The terms of reference of the CSR Committee broadly are (i) to frame the CSR Policy and its review from time to time, (ii) to ensure effective implementation and monitoring of the CSR activities as per approved policy, plans and budget and (iii) to ensure compliance with the laws, rules and regulations governing CSR and to periodically report to the Board of Directors. The CSR Committee comprises of three members of which one is Independent Director. The Committee met twice during the reporting period. The CSR Policy of the Company has been uploaded and can be viewed on Companys website www.amritcorp.com.

POSTAL BALLOT

Pursuant to Section 110 of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014, consent of the Members of the Company was sought by way of Special Resolutions for the following items, as set out in the Postal Ballot Notice dated 16.02.2024 by means of voting through electronic means (e-voting):

1. Appointment of Shri Alok Mathur, as Non-Executive Independent Director; and

2. Approval for the re-appointment of Shri Naresh Kumar Bajaj as Chairman & Managing Director without remuneration Both the resolutions were approved by the Shareholders with requisite majority. The result of the Postal Ballot was declared by the Chairman on 22.03.2024.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the section 134(3)(c) of the Companies Act, 2013:

(i) that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) that such accounting policies, as mentioned in the Financial Statements, have been selected and applied consistently and judgments and estimates have been made 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, 2024 and of the profit of the Company for the year ended on that date;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual financial statements have been prepared on a going concern basis;

(v) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

(vi) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

AUDITORS

(i) Statutory Auditors

M/s Mukesh Aggarwal & Co., Chartered Accountants, New Delhi (ICAI Registration No. 011393N) were appointed as the Statutory Auditors of the Company for the period of 5 years from the conclusion of 81^st annual general meeting till the conclusion of 86^th annual general meeting.

The Report given by M/s Mukesh Aggarwal & Co., Chartered Accountants, on the financial statements of the Company for the year 2023-24 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013 and, therefore, no detail is required to be disclosed.

(ii) Cost Auditors

The goods produced by the Company are not covered under cost audit and, therefore, pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is not required to maintain the cost audit records.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is Annexed herewith as Annexure-C.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure-D.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India relating to Meetings of the Board and its Committees which have mandatory application.

TRANSFER OF EQUITY SHARES AND UNPAID/ UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND

In line with statutory requirements, the Company has transferred to the Investor Education and Protection Fund set up by the Government of India, equity shares in respect of which dividend has remained unpaid/ unclaimed for a period of seven consecutive years within the time line laid down by the Ministry of Corporate Affairs. Unpaid/unclaimed dividend for seven years or more has also been transferred to the Investors Education and Protection Fund pursuant to the requirements under the Act.

PERSONNEL

Employee relations continued to be cordial throughout the year in the Company. The Directors express their appreciation for the contribution made by the employees to the operations of the Company during the year.

PARTICULARS OF EMPLOYEES

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs.102 lakh per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs.102 lakh during the financial year 2023-24.

ACKNOWLEDGEMENT

Your Directors convey their sincere thanks to the various agencies of the Central Government, State Governments, Banks and other concerned agencies for all the help and cooperation extended to the Company. The Directors also deeply acknowledge the trust and confidence the shareholders and investors have placed in the Company. Your Directors also record their appreciation for the dedicated services rendered by the workers, staff and officers of the Company.

	For and on behalf of the Board
Noida	N.K. BAJAJ
June 10, 2024	Chairman & Managing Director