Goyal Salt Ltd Directors Report

Increasing climate variations in recent years have shortened the salt production season and are forcing this large for unorganised sector to increase production in a limited time period. "Salt is not produced in factory sheds. Most of the production happens near the coast, so global warming is affecting industry worldwide. In India, average production has come down from 30 million tonnes (MT) from 2016 to 27-28 MT to 2022.The Financial Year 2023-24 posed a very challenging business environment for the business of the company.

Your company was able to achieve marginal growth at operational front and accordingly registered sales turnover of Rs. 11,774.55 lakhs as compared to Rs. 11,764.18 lakhs in the previous year. However, with the substantial increase in other income, your Company posted a remarkable profit after tax of Rs. 945.32 lakhs as against Rs. 353.75 lakhs in the previous year. In the sluggish business environment, this performance achieved by your Company with the foresightedness and effective strategic planning of your trusted Directors, should be treated as more than satisfactory.

During the year, your Company came up with the Initial Public Offering (IPO) and got listed on NSE Emerge platform and was able to successfully secure the second highest subscription in Rajasthan.

Your company is aiming to become a dominant player in the salt Industry by foraying in the B2C sales. The company has recently hired famous Bollywood actress Ms. Karisma Kapoor as its Brand Ambassador to promote its brand and wants to enter into retailing of edible salts in smaller packing for daily household consumption. The company also wants to export its salts to overseas market in big way.

At present your Companys Salt Refineries and Washery at Nawa, Rajasthan has production capacity of 900 MT per day which was not sufficient to meet the retail and export market demands. Hence in order to increase the production capacity, your Company set up another refinery of 1200 MT in the State of Gujarat near Gandhi Dham.With this expansion, our future production capacity is likely to be increased to 2100 MT per day. With this enhanced capacity we will be one of the largest players in Salt industry in India and will be able to cater the retail demand and ever-growing export market demand.

Further, with refineries in both the locations where raw salts is produced in India namely Rajasthan and Gujarat, your company will also be able to tap the Southern and Central India which at present are untouched areas due to high transportation cost. The company aims to sell the major production of Gujrat refinery in small packing of 1kg, ? Kg, 200 gms, 50 gms and 10 gms in the form of table salts etc.

To strengthen the financial position of the Company and In view of requirements of the funds for working capital your directors do not recommend declaring any dividend for the financial year 2023-24.

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

No amount has been transferred to any reserves during the year.

There is no change in nature of business carried on by the company.

The Authorized Capital of the Company is Rs. 20,00,00,000 (Rupees Twenty Crore) divided into 2,00,00,000 (Two Crore) equity shares of Rs. 10/- (Rupees Ten Only) each.

B. Issued, Subscribed and Paid-Up Share Capitaland Changes thereon, if any:

The Issued, Subscribed and Paid-up capital is Rs. 17,90,02,500/- (Rupees Seventeen Crores Ninety Lakh Two Thousand and Five hundred) divided into 1,79,00,250 (One Crore Seventy-Nine Lakh Two Hundred and Fifty) equity shares of Rs. 10/- (Rupees Ten Only) each.

Hence, the Issued, Subscribed and Paid-Up Share Capital of the Company as on date is increased from Rs. 10,83,18,750/-(Rupees Ten Crore Eighty-Three Lakh Eighteen Thousand Seven Hundred Fifty Only) divided into 1,08,31,875 (One Crore Eight Lakh Thirty-One Thousand Eight Hundred Seventy-Five) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 17,90,02,500/-(Rupees Seventeen Crores Ninety Lakh Two Thousand Five Hundred Only) divided into 1,79,00,250 (One Crore Seventy-Nine Lakh Two Hundred and Fifty) Equity Shares of Rs. 10/- (Rupees Ten Only).

The Shares of the Company were listed on National Stock Exchange SME platform, Mumbai on 11th October,2023. The Company has paid the annual listing fee for the financial year 2024-25. The Equity Shares of the Company has the electronic connectivity under ISIN No. INE0QFE01017. To provide service to the Shareholders, the Company has appointed M/s. Bigshare Services Private Limited, Pinnacle Business Park, office No S6-2, 6th, Mahakali Caves Rd, next to Ahura Centre, Andheri East, Mumbai, Maharashtra 400093 as Registrar and Share Transfer Agent (RTA) of the Company for existing physical certificates and alliedServices for its Members / Investors and for Electronic Connectivity with both the depositories i.e. NSDL and CDSL.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your company do not have any subsidiary company, joint venture and / or associate company.

"Therefore, there is no information available to be provided under Rule 8(5) of the Companies (Accounts), Rules, 2014."

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review, the Board of Directors of the Company duly constituted as per provisions of Companies Act, 2013.

Composition of Board of Directors:

Regularisation of Additional Director:

The Board of Directors of the Company at its meeting held on 22.03.2024, appointed Mr. Narendra Dev Garg (DIN: 10554720) as an Additional Director of the Company in the capacity of Independent Director for a term of 5 years with effect from March, 2024, subject to the approval of the Members of the Company. Mr. Narendra Dev Garg is proposed to be regularised as Director of the Company in the ensuing Annual General Meeting (AGM) of the company. Accordingly, requisite resolution shall form part of the Notice convening the AGM.

Retirement by Rotation:

Pursuant to the provisions of section 152(6) and other applicable provisions of the Companies Act, 2013, Mr. Rajesh Goyal (DIN: 03324131), Chairman cum Whole Time Director, being longest in the office retires by rotation and being eligible to get reappointed as Whole Time Director of the company in the ensuing AGM of the company. Accordingly, requisite resolution shall form part of the Notice convening the AGM.

12. MANAGEMENT DISCUSSION & ANALYSIS:

In terms of Regulation 34(2)(e) of the Listing Regulations, 2015 read with other applicable provisions, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Managements Discussion and Analysis Report (MDA) which forms part of this Annual Report is annexed as "Annexure-1".

REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014

Details of particulars of employees as required under rule 5 (2) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed in "Annexure-2".

I.Meetings of Board of Directors

*Mr. Alpesh Fatehsingh Purohit was ceased to be Independent Director of the Company w.e.f. 27.01.2024.

II.Meetings of Committees and Their Constitution:

The Board of Directors has constituted Three Committees, viz.;

The Audit Committee was constituted on 17.06.2023. The Constitution, composition and functioning of the Audit Committee also meets with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the recommendations of Audit Committee have been accepted by the Board of Directors of the Company.

*Mr. Alpesh Fatehsingh Purohit was ceased to be Independent Director of the Company w.e.f. 27.01.2024.

Mr. Amit Kumar, CFO of the Company has attended all the meetings. Ms. Jayanti Jha Roda as secretary of the Audit committee attended all the meetings.

The terms of reference of the Audit Committee are as under:

10. Valuation of undertakings or assets of the company, wherever it is necessary. 11. Evaluation of internal financial controls and risk management systems.

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems. 13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit. 14. Discussion with internal auditors any significant findings and follow up there on.

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board. 16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. 17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors. 18. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. 19. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board. 20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate. 21. To investigate any other matters referred to by the Board of Directors. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. 22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc, on the listed entity and its shareholders.

The Audit Committee also reviews the following information:

a) Management discussion and analysis of financial condition and results of operations; b) Management letters / letters of internal control weaknesses issued by the statutory auditors; c) Internal audit reports relating to internal control weaknesses; and d) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee. e) Statement of deviations: i. Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). ii. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

The Nomination and Remuneration Committee was constituted on 17.06.2023. The Constitution, composition and functioning of the Nomination and Remuneration Committee also meets with the requirements of Section 178(1) of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

*Mr. Alpesh Fatehsingh Purohit was ceased to be Independent Director of the Company w.e.f. 27.01.2024.

Mr. Amit Kumar, CFO of the Company has attended all the meetings. Ms. Jayanti Jha Roda as secretary of the Nomination and Remuneration committee attended all the meetings.

The terms of reference of the "Nomination/ Remuneration Committee" are as under:

The company has duly formulated the Nomination and Remuneration Policy which is also available at the company website. The Policy formulated by Nomination and Remuneration Committee includes directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as specified under section 178(3) of the Companies Act, 2013 and same was approved by the Board of Directors of the Company.

The Stakeholders Relationship Committee was constituted on 17.06.2023. The Constitution, composition and functioning of the Stakeholders Relationship Committee also meets with the requirements of Section 178 of the Companies Act, 2013 and

Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Composition of the Committee is as under:

*Mr. Alpesh Fatehsingh Purohit was ceased to be Independent Director of the Company w.e.f. 27.01.2024.

Amit Kumar, CFO of the Company has attended all the meetings. Ms. Jayanti Jha Roda as secretary of the Nomination and Remuneration committee attended all the meetings.

The terms of reference of the Stakeholders Relationship Committee are as under:

15. DECLARATION BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013 read with schedules and rules issued thereunder. They have also confirmed that they meet the requirements of "Independent Director" as mentioned under

Regulation 16(1)(b) of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

16. BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee, including the Chairperson of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, to the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors hereby confirm that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards has been followed along with proper explanations relating to material departures, if any; b) They have selected such Accounting Policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^stMarch, 2024 and of the profit and loss of the company for that period; c) To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act,2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) They have prepared the Annual Accounts on a Going Concern basis; e) They had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18. WEBLINK FOR ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013, the weblink for perusal of annual return of the Company is as follow: Website Link: https://goyalsaltltd.com

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees but it has made Investment attracting the provisions of section 186 during the year, which can be witnessed from Audited Financial Statements for the financial year ended 31^st March, 2024 read with notes on accounts forming part of the financial statements.

M/s Arvind R Agrawal & Co, Chartered Accountants (FRN: 0016460C), holds office of the Company till the conclusion of this Annual General Meeting and are eligible for re-appointment and have expressed their willingness to accept office, if reappointed. The Auditors have confirmed that their appointments, if made, shall be within the limits as stipulated u/s 141 of the Companies Act, 2013.

Pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the board of directors of the company on recommendation of Audit Committee, at their meeting held on 27.01.2024 had appointed M/s JPS & Associates (FRN: 1486), Company Secretaries, Jaipur as a secretarial auditor to conduct the Secretarial Audit for the Financial Year 2023-24.

The Board in its meeting dated April 24, 2024 has re-appointed M/s JPS & Associates (FRN: 1486), Company Secretaries as Secretarial Auditor of the Company to carry out Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report issued in form MR-3 by M/s JPS & Associates (FRN: 1486), Company Secretaries in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2024. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Secretarial Audit Report issued in form MR-3 is annexed as "Annexure-3".

Pursuant to the provisions of Section 138 of the Companies Act, 2013 & the rules made there under (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), the board of directors of the company on recommendation of Audit Committee, at their meeting held on 27.01.2024 had appointed M/s PSAG &Associates (having FRN: 035578C), Chartered Accountants, Jaipur as Internal Auditors to conduct Internal Audit for the financial year 2023-24.

21. COST AUDIT

Central Government has notified rules for Cost Audit and as per new Companies (Cost Records and Audit) Rules, 2014 issued by Ministry of Corporate Affairs, Cost audit report for the FY 2023-24 is not applicable to the Company.

22. PREVENTION OF INSIDER TRADING:

Pursuant to the provision of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 and amendments thereto, the company has in place a code of conduct to regulate, monitor and report trading by insider for prohibition of Insider trading in the shares of the Company. The code inter alia prohibits purchase/ sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when trading window is close. The company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI) and said code in available on companys website and can be assessed at https://goyalsaltltd.com/governance.

23. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments made by directors affecting financial position of the company which have occurred after end of the financial year and upto the date of this report except which are relating to execution of ongoing expansion project of the company.

24. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are annexed in "Annexure-4".

25. RELATED PARTY TRANSACTIONS:

In accordance with Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is attached as "Annexure-5" to this Report.

26. RISK MANAGEMENT

The Board of Directors of the Company identify, evaluate business risks and opportunities. The Directors of the Company take pro-active steps to minimize adverse impact on the business objectives and enhance the Companys competitive advantage.

Presently no material risk has been identified by the directors except of general business risks, for which the Company is leveraging on their expertise and experience.

ACT, 2013

Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the company has in place a policy on prevention of sexual harassment at work place.

The Company has constituted the Internal Complaint Committee (ICC) under Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to consider and resolve the complaints related to sexual harassment. The ICC includes Mrs. Priyanka Goyal as Presiding Officer, Ms. Manisha Godara, Lokesh Goyal, Ms. Monika Sharma as members. The Company regularly conducts awareness programmes for its employees.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company had adopted ‘Whistle Blower Policyfor Directors and employees. A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Board of Directors in exceptional cases. The Board will periodically review the functioning of Whistle Blower Mechanism. During the Financial Year under review, no whistle blower event was reported and mechanism functioning well. No personnel have been denied access to the Chairperson of Audit Committee. The policy is available on the website of the company at https://goyalsaltltd.com/governance.

29. COMPLIANCE OF SECRETARIAL STANDARDS

The Board confirms that it has complied with the Secretarial Standards -1 & 2 issued by the Institute of Company Secretaries of India to the extent applicable to the Company.

30. CORPORATE SOCIAL RESPONSIBILITY

The threshold limit provided under Section 177(9) read with Rule 7 of the Companies (Meeting of Board and its Power) Rule, 2014 is not applicable on the Company for the financial year 2023-24.

31. DEPOSITS

During the year under review, your Company did not accept or renewed any deposits within the meaning of provisions of Chapter V Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there remains no unpaid or unclaimed deposit with the Company at the end of financial year.

32. REPORTING OF FRAUDS BY AUDITORS

For the Financial year 2023-24, the Statutory Auditor has not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

33. REGULATORY ACTION

There are no significant and material orders passed by the regulators or courts or tribunals that could impact the going concern status and operations of the company in future.

34. CORPORATE GOVERNANCE

As the equity shares of the company are listed on Emerge SME Platform of NSE, therefore Corporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i) of sub-regulation 46 and Paras C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations,2015 are not applicable to the Company, accordingly no reporting is required to be made under this head.

35. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has proper and adequate systems of internal control to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition, and that transactions are authorised, recorded, and reported correctly. The internal control system is supplemented by extensive programme of internal audit, review by management, and documented policies, guidelines and procedures.

36. BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not apply to your company for the financial year 2023-24.

37. OTHER DISCLOSURES

i. During the financial year, the Company has not issued any equity share with differential rights. ii. The company has not issued any sweat equity shares. iii. There was no commission paid by the company to its managing director or whole-time directors, so no disclosure required in pursuance to the section 197(14) of The Companies Act, 2013.

38. ACKNOWLEDGEMENT

The Board of Directors of your Company wishes to express gratitude for the co-operation, guidance and support received from various Ministries and Departments of the Government of India, the State Government of Rajasthan, Local Authorities, and other agencies. The Board of Directors would like to thank the shareholders and the investors for their continued support.