Jayant Agro Organics Ltd Directors Report

2. Overview of Financial Performance:

The Annual Report also includes the Consolidated Financial Statements of the Company, which include the results of the Companys subsidiaries; viz. Ihsedu Agrochem Private Limited, Ihsedu Itoh Green Chemicals Marketing Private Limited, Ihsedu Coreagri Services Private Limited, Jacaco Private Limited and Jayant Speciality Products Private Limited and its Associate Company, Vithal Castor Polyols Private Limited.

The Standalone Financial Results for the year show a Total Income of 71,00,640.38 lakhs compared to Rs1,14,201.06 Lakhs and Net Profit after tax of 74,357.04 lakhs as compared to 74,205.40 lakhs in the previous year.

The Consolidated Financial Results for the year show a Total Income of Rs2,15,138.11 lakhs compared to 72,77,334.71 lakhs and Net Profit after tax of 75,550.59 lakhs as compared to 75,187.07 lakhs in the previous year.

3. Dividend & Reserves:

The Board of Directors are pleased to recommend dividend @ 100% i.e. 75.00 per share on equity share of Rs. 5/- each and Special dividend @ 50% i.e. 72.50 per share on Equity Shares of Rs. 5/- per equity share on the paid-up equity share capital of the Company, for consideration and approval of the shareholders at the ensuing annual general meeting. If approved by the Shareholders, the equity dividend outgo for the Financial Year 2023-24 would be 722.50 Crores. Your directors do not propose to transfer any amount to the General Reserve for the financial year ended March 31, 2024.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Listing Regulations/ SEBI LODR], the Board of Directors of the Company has formulated a Dividend Distribution Policy (the Policy). The weblink of the Policy is available at the Annexure A.

4. Change in Nature of Business:

There were no material changes in the nature of business of the Company during the year under review.

5. Credit Rating:

The Company had received Credit Rating from ICRA for its Long Term Debt and Short Term Debt as ICRA A- (Stable) and ICRA A2+ respectively.

6. State of Companys Affair:

In order to avoid duplication and for the sake of better understanding, the State of Companys Affairs is explained in detail in the section, Management Discussions and Analysis which has been included in this section of the Directors Report.

7. Listing of Shares:

The Companys equity shares are actively traded on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Further, the applicable listing fees for the financial year 2023-24 has been paid to the respective Stock Exchange(s).

8. Scheme of Amalgamation:

The Scheme of Merger by absorption between Jayant Finvest Limited and Jayant Agro-Organics Limited is pending for sanction by the Honble National Company Law Tribunal (NCLT), Mumbai Bench.

9. Managements Discussion and Analysis:

(a) Industry Structure and Developments and impact on the Company and its performance

The exports of castor oil which were at 6,06,000 Metric Tons in 2022-23, stood at 6,23,000 Metric Tons in 2023-

24. The last crop estimate for the castor seeds crop has increased / decreased from about 17.55 lac tons in 2020- 21 to 20.04 lac tons in 2021-22. With an estimated carry of over 2,00,000 Mt the supply position is expected to remain comfortable.

The global economic growth has been subdued, specially in Europe and USA post the geo political disturbances and conflicts between Russia - Ukraine and Israel - Palestinian. Uncertainties in demand and increased interest rates have led to lower inventory holdings by the importers. Under these circumstances, the Red Sea attacks disrupted the supply chain, causing ships to take the longer route through the cape of good hope increasing the lead time and costs. This disruption took the end user industry un prepared and led to a surge in demand to replenish and also carry higher buffer stock resulting in a surge in demand in the quarter 4 after a subdued quarter 2 and 3. Given the current state of affairs the visibility of growth and consistency of demand remain a concern.

The Financial highlights of the Company are as under

(b) Opportunities & Threats

With more than 80% of your Company s production being exported, the state of the world economy, geo- political tensions, regulatory changes in duties by the importing countries all have an impact on the demand for your products.

Changes in technology leading to new products or uses being created or substitution or obsolescence of products due to scientific developments has an important bearing on the demand for its products. Your company s products are competing with end products manufactured from crude oil and other vegetable oils. The price behavior of castor oil in relation to them is likely to have a bearing on the growth of the company.

Environment being a major concern, the search for green products is likely to intensify in the future. Castor Oil being a natural, organic, renewable and bio-degradable product is gaining importance as a green product. With improved irrigation, better quality inputs and scientific farming there is a substantial scope to improve yields per hectare of castor seeds. Besides due to its unique chemical structure, it finds myriad applications in virtually every industry be it agriculture, lubricants, paints, inks, surface coatings, pharmaceuticals, food, engineering plastics, cosmetics, perfumeries, electricals, rubber and so on. Your company continues to endeavor to tap these opportunities by focusing on Research & Development and investing in new capacities, new technologies, new applications, and new products.

Castor Seeds continue to be a volatile raw material in terms of its price and is prone to speculation. Being a shallow commodity, speculation could lead to extra- ordinary swing in prices, especially with the wider platform being provided by the listing on National Commodity and Derivatives Exchange (NCDEX). SEBI is keeping an vigilant and watchful eye to ensure an orderly market. Being an agricultural product, it depends on the rainfall and weather conditions prevailing in the area of castor growing States in the country, though it is a sturdy crop. The limited size of the crop makes it susceptible to speculation and wild gyration in prices on both sides. The Company is evolving and examining its risks matrix to respond to the price, product and demand risks to mitigate risks arising from these factors. The Company is also cultivating hybrid seeds to improve the productivity of commercial Castor Seeds.

(c) Segment

The Company is organized into three business segments

- Castor Oil, Derivatives and Power Generation.

(d) Outlook

Under the current scenario, barring unforeseen circumstances, the near term outlook remains stable. The company is making efforts to ensure continuity of operations and cost controls and is confident of meeting all its obligations and maintaining its operation in the green. The long term outlook remains positive.

Emphasis on green eco-friendly products is likely to lead to increase in innovation of new products and uses of castor oil by the chemical industry.

(e) Risks and Concerns

The Red sea situation has caused supply chain disruptions. This uncertain situation in the supply chain along with the uncertain economic environment due to changes in interest rates and geo-political situation has caused spurts and ebb in demand for the companys products. The company is adjusting its production in view of the volatile and uncertain demand causing fluctuation in the quarterly working of the company.

However, as the Companys products are used across geographies in a variety of industries, thereby to a great extent, mitigating the long term risks associated with demand for its products on a long-term basis.

The price behavior of raw material depends on the weather pattern in the castor growing regions, the impact of El Nino / La Nina on monsoon in these regions, global demand and inventory, and prices of other oils including Crude Oil and therefore can be volatile as well as unpredictable. The Company is closely watching the development of factors affecting the castor seed prices. Unrestricted speculation and high volatility due to trading in commodity exchange could have a negative effect on the growth of the industry

With the business of the Company growing steadily and demand for trained and experienced manpower in excess of the supply, the risk of managing the people is very big. The Company has to retain its existing trained workforce and also attract new talent for its different operations. To improve the performance of the staff at work; various refresher training courses are organized to update their knowledge with the latest technologies and management ideas.

The demand for castor oil and its products is dependent on the overseas markets as more than 80% of the industries production is exported. The threat of new entrants and competition due to aggressive trading policies adopted by them continue to be of concern.

The Company has focused its efforts on marketing and introducing new products thereby mitigating to a certain extent, the effect of recession / slowdown in the industry.

Your Company has been engaged in several legal cases in connection with or incidental to its business operations.

These include service, excise and customs cases, etc. filed by and against the Company. These cases are being pursued with due importance and in consultation with legal experts in the respective areas. Your Board believes that the outcome of these cases is unlikely to cause a material adverse effect on the company s profitability or business performance.

Your Company has a contingent liability of 76.19 Crores as on March 31, 2024. Attention of the shareholders is drawn to the explanations mentioned in note no. 34 of the Notes to Financial statements forming integral part of the balance sheet as on March 31,2024. In view of the present status and based on legal advice received, your Board of Directors are of the opinion that no provision is required to be made against these contingent liabilities as of now.

There has been no material changes and commitments occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

The consolidated turnover of the Company has been Rs2,15,138.11 lakhs against 72,77,334.71 lakhs in the previous year. The EBDITA was 79,917.07 lakhs current year and 79,943.85 lakhs for the previous year.

The turnover of the derivatives has been 7 98,964.83 lakhs against Rs1,12,581.97 lakhs in the previous year. The EBDITA was 77,227.67 lakhs as against 76,884.15 lakhs in the previous year.

The operation of castor oil are mainly carried out in Ihsedu Agrochem Pvt. Ltd and have been discussed thereunder.

The company has installed wind turbines of 2.4 MW and 0.8 MW in Jayant Agro-Organics Ltd and Ihsedu Agrochem Pvt. Ltd. respectively.

The performance of the power segment has been steady with the EBIDTA at 7229.90 lakhs

We would also like to state that almost 100% of the steam requirement is met by using Companys own product De-oiled Cake, making your company environment friendly manufacturer of environmentally friendly products.

During the year, the Company has successfully commenced continuous manufacturing operations of Castor based Derivatives and allied products at its Unit in Jhagadia, Gujarat.

During the year under review, IAPL a material subsidiary of the Company achieved a turnover of Rs 1,76,856.14 lakhs as compared to Rs 2,34,381.36 lakhs in the previous year. The profit after tax stood at 71070.37 lakhs as against profit of 7987.56 lakhs in the previous year.

During the year under review, ICAS a subsidiary of the

Company had profit of 7 0.12 lakhs as against profit of 70.07 lakhs in the previous year.

During the year under review, IIGCM achieved a total revenue of 7 37.83 lakhs as compared to 734.48 lakhs in the previous year. The profit after tax was 718.01 lakhs against profit after tax of 716.39 lakhs in the previous year.

During the year under review, JACACO Pvt Ltd has commenced its business operations. JACACO achieved a total revenue of 71.10 lakhs and incurred loss of 78.87 lakhs.

During the year under review, JSPPL incurred loss of 7 0.20 lakhs as compared to loss of 70.22 lakhs in previous year.

VCP is an Indo - Japanese Joint Venture Company, and your company owns 50% equity shares. VCPs products directly compete with petroleum-based polyols due to which it is facing challenges in capacity utilization and will result in a longer gestation period for the investment. During the year under review, VCP achieved a turnover of 7 5,382.83 lakhs as compared to 75,371.24 lakhs in the previous year. The Profit after tax stood at 7107.40 lakhs as against profit of 7108.85 lakhs in the previous year.

The Policy on material subsidiary is provided at the Annexure A.

In accordance with Section 129(3) of the Companies Act, 2013 ("the Act") the Company has prepared consolidated financial statements of the Company and all its subsidiary and associate companies, which forms part of the Annual Report. A statement containing salient features of the financial statements and other necessary information of the subsidiary companies in the format prescribed under Form AOC-1 is appended as Annexure I to this Report.

In accordance with third proviso of Section 136(1) of the Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company at www.iavantaQro.com. Further, as per the fourth proviso of the said Section, the audited accounts of the subsidiary companies are placed on the Companys website and are available for inspection by any member and may write to the Company Secretary for the same.

As stipulated in the provisions of the Act and SEBI Listing Regulations the consolidated financial statements have been prepared by the Company in accordance with the applicable Accounting Standards.

The R & D continues the development of products based on castor oil for use in various applications like coatings, inks, polymers, speciality additives, adhesives & sealants, construction chemicals, insulation, furniture, personal care, food additives, fragrance, flavours & lubricants. The R & D is managed by qualified manpower having access to appropriate facilities for R & D work as also to state of the art instruments for checking the performance & quality of the experimental outputs. The R & D scientists keep themselves abreast of the developments in the industry by attending various seminars & trainings. Some of the recent products commercialised are bio-based esters for use as plasticizers, cosmetic emollients & moisture retainers, emulsifiers. The R & D is closely working with the various production sites for upscaling production of new products & quality management. The R & D continues its recognition received from the Department of Scientific & Industrial Research, Government of India, since 2007 & also continues being certified under ISO:9001-2015 quality system.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The management monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Periodical reports on the same are presented to the Audit Committee.

The Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 and therefore, no amount of principal or interest on deposit was outstanding as on the Balance Sheet date.

Particulars of loans given, investments made, guarantees given and securities provided by the Company as on March 31, 2024 are given in the notes forming part of the financial statement.

All Related Party Transactions that were entered into during the financial year were on arms length basis and in ordinary course of business. All the Related Party Transactions are placed before the Audit Committee and also the Board for approval. Omnibus approvals are granted by the Audit Committee for related party transactions which are of repetitive nature, entered in ordinary course of business and are at arms length basis in accordance with the provisions of the Act read with the rules made thereunder and the SEBI Listing Regulations.

As per the SEBI Listing Regulations, if any related party transaction exceeds 71,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and require Members approval. In this regard, during the year under review, the Company had taken necessary Members approval. Further, in accordance with the SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2022/47, the resolution for extending the validity of approval of members for material related party transaction upto the 33^rd Annual General Meeting is part of the notice of AGM.

However, there were no material transactions of the Company with any of its related parties as per the Act. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for Financial Year 2023-24 and hence, the same is not required to be provided.

A policy on Related Party Transactions is uploaded on the Companys website and can be accessed through the weblink provided in Annexure A.

In accordance with the provisions of section 203 of the

Act, the following are the Key Managerial Persons (KMP) of the Company:

As per the provisions of the Act, Dr. Subhash V. Udeshi retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Nomination and Remuneration Committee and the Board recommends his reappointment.

Except for above there has been no change in the Key Managerial Personnel during the year under review.

Post the closure of the financial year Board of Directors, on recommendation of Nomination & Remuneration Committee had appointed Mrs. Shweta Jain (DIN: 07872968) as an Additional Director (Non-Executive & Independent) on the Board of the Company with effect from May 25, 2024 to hold office upto the conclusion of the ensuing General meeting or for a period of three months from the date of appointment, whichever is earlier. The resolution proposing the appointment ofMrs. Shweta Jain as Non-Executive, Independent Director for a period of five years commencing from commencing from May 25, 2024 up to May 24, 2029 is forms part of Notice of 32^nd AGM.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149 of the Act and rules made there under and Regulation 16 and other applicable regulations, if any of the SEBI (LODR), as amended.

In the opinion of the Board, all the Independent Directors are persons of possessing attributes of integrity, expertise and experience (including proficiency in g terms of Section 150(1) of the Act and applicable rules thereunder). Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification 2 of Directors) Rules, 2014, as amended, Independent

Directors of the Company have included their names ? in the data bank of Independent Directors maintained 5 with the Indian Institute of Corporate Affairs. Further all Independent Directors have confirmed that they are i not aware of any circumstances /situation which exist or may be reasonably anticipated that could impair / impact his /her ability to discharge his /her duties with an objective independent Judgement and without any external influence. Further independent Directors have confirmed that they are not debarred from holding the office of Director by virtue of any order passed by the Securities & Exchange Board of India/ Ministry of Certificate Affairs or any other Statutory Authorities.

d) Pecuniary relationship or transactions with the Company:

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee(s) of the Company.

e) Board Evaluation:

Pursuant to the provisions of the Act read with the rules made thereunder, Regulation 17(10) of the SEBI (LODR) and the Circular issued by SEBI, the evaluation of the Annual Performance of the Directors/ Board/ Committees was carried out for the FY 2023-24.

The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this report.

f) Policy on Directors Appointment and Remuneration:

The Company has devised a Policy for remuneration for the Directors, KMPs and other employees. The policy also includes performance evaluation of the Board which includes criteria for performance evaluation of the Independent Directors, Non-Executive Directors and Executive Directors. Policy is also displayed on the Companys website and available at the weblink provided in the Annexure A. Salient features of Nomination and Remuneration Policy is appended as Annexure II to this Report.

g) Familiarisation Program:

The details of programs for familiarisation of Directors with the Company are put up on the website of the Company. The weblink of the same is provided in the Annexure A.

h) Number of meetings of the Board of Directors: During the year the Board of Directors met Four (4) times. The details of the Board Meeting are provided in the Corporate Governance report forming part of this report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

18. Board Committees:

i) Audit Committee:

As on March 31, 2024, the Audit Committee of the Company comprises of 5 Directors, 4 of which are Independent Directors. All members of Audit Committee are financially literate. The members of the Audit Committee are as under;

All the recommendations made by the Audit Committee were accepted by the Board.

The Stakeholders Relationship Committee of the Company comprises of 4 Directors, namely;

The Nomination and Remuneration Committee of the Company comprises of 3 Directors; all are Independent Directors.

The Risk Management Committee consists of following Members:

During the period under review, two meetings of the Risk Management Committee was held on July 10,

2023 and January 02, 2024. The requisite quorum was present for all the meetings.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company s competitive advantage. The Company, through the Risk Management process, aims to contain the risk within the risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company. Further, pursuant to SEBI amendment dated May 5, 2021, the Board of Directors have constituted a Risk Management Committee and policy. The Risk Management policy of the Company is available at the website of the Company and can be access through link provided in Annexure A.

- CSR Committee

The CSR Committee of the Company comprises of the following members:

- CSR Policy

The Board of Directors, based on the recommendations of the Committee, formulated a CSR Policy encompassing the Companys philosophy for describing its responsibility as a corporate citizen, laying down the guidelines and mechanisms for undertaking socially relevant programmes for welfare and sustainable development of the community at large. weblink of CSR policy is available in Annexure A.

- CSR spent during the Financial Year 2023-24

During the year under review, the Company was required to spend Rs1.37 Crores as CSR expenditure.

The excess amount spent in the previous financial year, available for set-off in the current year was T0.10 Crores. During the year, the Company spent approximately Rs0.84 Crores by undertaking various community initiatives for educating the farmers to adopt good methods of farming and promoting education and infrastructure for schools in rural areas as well as measures towards preventive healthcare and other community initiatives. In accordance with the provisions of the Companies Act, 2013, the unspent CSR amount of FY 2023-24 of Rs. 0.43 Crores was transfer to sperate bank account. The Company had tied-up project with Kalyan Foundation and the unspent CSR amount of Rs. 0.43 Crores and further contributions will be spent based on the recommendations of the CSR Committee and approval of the Board.

The disclosures as per Rule 8 of Companies Corporate Social Responsibility Policy) Rules, 2014 for the financial year 2023-24 are annexed herewith as Annexure III to this Report in the prescribed format.

A detailed write-up of the above committees is mentioned in the Corporate Governance section of this report.

At the 30^th Annual General Meeting held on August 27, 2022, M/s. T.P. Ostwal & Associates LLP, Chartered Accountants, Mumbai (Firms Registration no. 124444W/ W100150) were appointed as Statutory Auditors of the Company to hold office from the conclusion of the 30^th Annual General Meeting until the conclusion of the 35^th Annual General Meeting to be held in year 2027.

The Company has received written consent and a certificate from M/s. T.P. Ostwal & Associates LLP, Chartered Accountants, Mumbai (Firms Registration no. 124444W/ W100150) that they satisfy the criteria provided under Section 141 of the Act and that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder and are not disqualified from continuing as Statutory Auditor of the Company.

The Report given by M/s. T.P. Ostwal & Associates LLP, Statutory Auditors on the financial statement 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.

The Company has maintained cost records for products as specified by the Central Government under Section 148(1) of the Act. Further as per the requirements of Section 148 of the Act read with The Companies (Cost Records and Audit) Rules, 2014 as amended, the Audit of the Cost Accounts relating to Chemical products is being carried out every year. The Board of Directors have, based on the recommendation of the Audit Committee, appointed M/s. Kishore Bhatia & Associates (FRN 00294), Cost Accountants, Mumbai to audit the cost accounts of the Company for the financial year from April 1, 2024 to March 31, 2025 on a remuneration as may fixed by the Board in consultation with Cost Auditor. As required under the Act, necessary resolution seeking members ratification for the remuneration payable to M/s. Kishore Bhatia & Associates is included in the Notice convening the 32^nd Annual General Meeting. The Cost Audit Report in respect of Financial Year 2023-24 will be filed within the due date.

iii) Internal Auditor

Pursuant to the provisions of section 138 of the Act read with the rules made thereunder, M/s. K. C. Mehta & Co. LLP, Chartered Accountants, conducted the Internal Audit of the Company for the financial year 2023-24. The Audit Committee at its meeting held on May 25, 2024 recommended to the Board the appointment of M/s. K. C. Mehta & Co. LLP, Chartered Accountants as the Internal Auditor of the Company for financial year 2024-25. The said proposal for appointment of M/s. K. C. Mehta & Co. LLP, Chartered Accountants as the Internal Auditor of the Company was approved by the Board of Directors at its meeting held on the same day.

iv) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with rules made thereunder and SEBI (LODR), The Board had appointed M/s Dhrumil M. Shah & Co. LLP, Company Secretaries (C.P. No. 8978) to conduct Secretarial Audit of the Company and its material subsidiary for the financial year ended March 31, 2024. Further the Company is also required to obtain Secretarial Compliance Report from Practicing Company Secretary to certify the compliance of provisions of all the SEBI (LODR).

Accordingly, the Secretarial Audit Report of the Company and its material subsidiary Company, Ihsedu Agrochem Private Limited along with the Secretarial Compliance Report, for the Company, for the financial year ended March 31, 2024 was issued by M/s Dhrumil

M. Shah & Co. LLP, Company Secretaries forms part of this report and is appended as Annexure IV.

The Company has adhered to the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively.

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

Further the Board of Directors of the Company has appointed M/s Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries as the Secretarial Auditor of the Company for financial year 2024-25.

21. Reporting of Frauds by Auditors:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

22. Annual Return:

The Annual Return of the Company as on March 31, 2024 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at www.iavantaaro.com.

23. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The particulars of the conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is appended as Annexure V to this Report.

24. Details of establishment of Vigil Mechanism for directors and employees:

Pursuant to the provisions of section 177(9) & (10) of the

Act and as required under SEBI (LODR), the Company has established a vigil mechanism for directors and employees to report genuine concerns. The details of the Whistle Blower Policy are available in the Corporate Governance report annexed to this report. The Whistle Blower Policy is also uploaded on the website of the Company. Weblink of the same is available at Annexure A.

25. Particulars of Employees

The Company has 433 Employees as on March 31, 2024. In accordance with the provisions of Section 197(12) of the Act read with rules made thereunder, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure VI.

As per the provisions of Section 136(1) of the Act, the reports and accounts are being sent to all the Members of the Company. Details as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are available for inspection by any Member and may write to the Company Secretary for the same, up to the date of the 32^nd AGM. Any Member interested in obtaining such information may write to the Company Secretary at investors@iavantaaro.com and the same will be furnished on such request.

26. Corporate Governance Report:

As per Regulation 34 read with Schedule V of SEBI Listing Regulations, a separate section on Corporate Governance practices followed by the Company together with a Certificate from Companys Statutory Auditor, M/s. T.P. Ostwal & Associates LLP, Chartered Accountants, Mumbai.

27. Business Responsibility and Sustainability Report:

SEBI, vide its circular dated May 10, 2021, made Business Responsibility & Sustainability Report (BRSR) mandatory for the top 1,000 listed companies (by market capitalization) from Financial Year 2022-2023. The disclosure of BRSR is statutorily not required by your Company for FY 2023-24. However, as better governance practice your Company has adopted the disclosure of BRSR voluntarily since past two financial years. As per Regulation 34 read with Schedule V of SEBI Listing Regulations, Business Responsibility & Sustainability Report describing the initiatives taken by the Company from environmental, social and governance perspective, forms an integral part of this report.

28. Directors Responsibility Statement:

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory, Cost and Secretarial Auditors including Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys Internal Financial Controls were adequate and effective during the reporting period.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors have 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 on March 31, 2024 and of the profit of the company for the year ended on that date;

(c) 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;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial controls (as required by explanation to section 134(5)(e) of the Act) be followed by the company and that such internal financial controls are adequate and are operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

29. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company s operations in future

There has been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

30. Transfer of Unpaid/Unclaimed Dividend Amounts to IEPF: Pursuant to provision of Section 124 and 125 of the Act, the unclaimed / unpaid Equity Share Dividend (1^st Interim) for FY 2016-17 amounting to Rs1,51,161/-, unclaimed / unpaid Equity Share Dividend (Final) for FY 2015-16 amounting to Rs4,56,113/- , and unpaid Equity Share Dividend (2^nd Interim ) for FY 2016-17 amounting to Rs1,40,213/-, which remained unclaimed for the period of seven years has been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government. Details of Investor Education and Protection Fund provided on Companys website under the weblink www.iayantagro.com.

31. Transfer of Shares to Investor Education and Protection Fund:

In Accordance with the Investor Education and Protection Fund (IEPF) Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, During the year under review, the Company had transferred 5712 equity shares of face value of Rs. 5 each fully paid up to Investor Education and Protection Fund Account in respect of which dividend remained unclaimed/ unpaid for a period of seven consecutive years.

32. Unclaimed Dividend:

The Company is required to transfer the amount of dividend remaining unclaimed for a period of seven years from the date of transfer to the unpaid divided account to the Investor Education and Protection Fund (IEPF). The shareholders are requested to claim the dividend from the Company before transfer to IEPF. The unclaimed dividend amount, as on March 31, 2024 are as under:-

*amount was transferred IEPF fund within the timeline

33. Industrial Relations:

The Relations between the Employees and the Management have remained cordial, during the year.

34. Environment, Health and Safety:

Your Company has declared the Environment, Health and Safety days and continued their commitments towards Environment, Health and Safety. The Committee formed for the purpose of Environment, Health and Safety have continued to educate and motivate the employees on various aspects Environment, Health and Safety through training program and seminars.

During the year following safety program were held on the dates mentioned therein.

The Company is a member of Effluent Channel Projects, for disposal of Effluent Water and also of Nandesari Environment Control Ltd., for disposal of solid waste. The Company is continuously monitoring its waste to ensure adherence to pollution control norms. The Factories are ISO 45001:2018 certified.

The properties and insurable interest of your Company like Building, Plant and Machinery, Stocks, etc. are properly insured.

The Company has in place a Code on Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has set up an Internal Complaints Committee to redress complaints received regarding sexual harassment. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

• The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

• The Company has not issued any sweat equity shares to its directors or employees

• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

• The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable

Your Directors wish to place on record their sincere appreciation for the whole hearted support extended by the Bankers, Authorities of Government such as Ministry of Commerce and State Government of Gujarat, Gujarat State Electricity Board, Gujarat Pollution Control Board, Gujarat Industrial Development Corporation, Gujarat Alkalies & Chemicals Ltd., and Ranoli, Jhagadia & Dhanora Panchayat. Also, we would like to thank our employees for their hard work and shareholders for their continued faith and support.