K S Oils Ltd Directors Report

3. COMPANY PERFORMANCE REVIEW

During the financial year 2023-24, there was no revenue from the operation, and total expenses during the financial year 202324 is Rs. 4,230/- Lakhs as against Rs. 3,258/- lakhs during the previous financial year. The Loss for the period is Rs. 4,222/- Lakhs as against Rs. 3,048/- Lakhs during the previous financial years. The EPS (Earning per Share) of the Company is nil for the period ended March 31, 2024.

Furthermore, during the year under review, the Liquidator has issued a Certificate of Sale dated March 22, 2024 to the Successful Applicant, Soy-Sar Edible Private Limited under Regulation 33 of Insolvency and Bankruptcy Code, 2016.

The Certificate of sale was executed for the sale of K.S. Oils Limited as going concern in accordance with Regulation 32(e) and Regulation 32A of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 excluding the Excluded Assets as specified in the sale documentation. As a result, Soy-Sar Edible Private Limited has acquired K.S. Oils Limited as a going concern, excluding the specified Excluded Assets. The impact of this acquisition has been appropriately reflected in the Audited Financial Statements for the financial year 2023-24.

4. TRANSFER TO RESERVES

During the year under review, since the company has reported losses, no amount has been transferred to any reserves during then financial year under report.

5. DIVIDEND

Considering the losses incurred by the Company during the financial year 2023-24, the Board did not recommend any dividend to the shareholders of the Company for the FY ended 31.03.2024.

6. CHANGE IN SHARE CAPITAL

During the financial year under review, there was no change in the share capital of the company.

The Share Capital Structure of the Company is categorized into two classes:

During the period under review, there was no public issue, rights issue, bonus issue, etc and the Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

7. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES COMPANIES

During the period under review, the Company is under CIRP, the powers of board of directors are being exercised by the Resolution Professional/Liquidator, the non-current investment is excluded from E-Auction for sale of K.S. Oils Limited as a going concern (Block A Assets). Furthermore, the non-current investment is fully write off, specified in the notes no. 31 of Financial Statement for the financial year ended 31st March, 2024.

K S Natural Resources Pte Limited is presently under winding up as per Honble High Court, Singapore. Investment value is Rs.220.12 crores. Claim already filed by Liquidator of CD with Liquidator of K S Natural Resources Pte Limited and recovery is subject to distribution made by the Liquidator of K S Natural Resources Pte Limited.

Therefore, during the period under review, company has no Subsidiaries, Joint Venture and Associate Companies. Hence AOC-1 is not applicable to the company.

8. DETAILS REGARDING DEPOSITS. COVERED UNDER CHAPTER V OF THE ACT

During the year under review, your Company has not accepted any deposits within the meaning of the provisions of Chapter V- Acceptance of Deposits read with the Companies (Acceptance of Deposits) Rules 2014.

9. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY

During the period under review, the Company is under CIRP, the powers of board of directors are being exercised by the Resolution Professional/Liquidator, no change in the nature of business of the Company.

10. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

During the period under review, the Company is under CIRP, the powers of board of directors are being exercised by the Resolution Professional/Liquidator, the Particulars of loans given, Investment made, Guarantees and Securities provided, is disclosed in the financial statement for FY 2023-24.

11. BOARD OF DIRECTORS ("BOARD")

The Composition of the Board of Directors shall not be applicable during the CIRP Period in respect of a Company as affairs managed by Resolution Professional/Liquidator. However, the details of the Suspended Board of Directors are as follows:

During the CIRP period, Mr. Prakash Chand has resigned from the position of Directorship of the Company w.e.f September 10, 2019 and he himself filed the Form DIR-11. Although, Resolution Professional has not accepted the said resignation and not filed the necessary form with the Registrar of Companies, Gwalior, Madhya Pradesh.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

After the Commencement of CIRP, Mr. Kuldeep Verma, Resolution Professional has assumed the control of the board of directors of the Corporate Debtor, which would continue till the new board is constituted by the Resolution Professional/Liquidator in terms of NCLT Order dated February 03, 2025.

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, the Executive Directors is liable to retire by rotation and being eligible seeks re-appointment. However, during this year, Company was in CIRP, and there is no board of Directors, this requirement is not applicable.

The New composition of the Board of Directors came into existence w.e.f. February 07, 2025. The details of the new composition of Board of Director are as follows:

13. DIRECTORS RESPONSIBILITY STATEMENT/RESOLUTIONAL PROFESSIONAL

Members may kindly note that, the Directors of the Reconstituted Board were not in office for the period to which this report primarily pertains. During the CIRP (i.e. between 21^st July, 2017 to February 07, 2025}, Resolution Professional/Liquidator was entrusted with and responsible for the management of the affairs of the Company. The Reconstituted Board is submitting this report to comply the compliances with the Companies Act, 2013 and Listing Regulations and the Directors, as on date, are not to be considered responsible to discharge fiduciary duties with respect to the oversight on financial and operational health of the Company and performance of the management for the period under review and also prior to the acquisition.

The Reconstituted Board of Directors have been in the office since February 07, 2025. Consequently, the Reconstituted Board is not responsible for the effectiveness of the internal financial and other controls of the Company for the financial year 2023-24.

The Reconstituted Board is submitting these reports/annexures to comply the compliances with the Act and other Regulations based on the documents provided and information made available by the Resolution Professional/Liquidator and the directors of Reconstituted Board shall not be considered responsible to discharge fiduciary duties with respect to the oversight on financial and operational health of the Company and performance of the management for the period prior to the Effective Date. While preparation of annual accounts the management has relied on the documents provided by and information made available by the Resolution Professional.

14. NUMBER OF BOARD MEETINGS

During the period under review, the Company is under CIRP, the power of the Board of Directors continue to remain suspended till the date of reconstitution of new Board i.e. February 07, 2025. No meeting of Board of Directors held after the Commencement of Corporate Insolvency Process.

15. INDEPENDENT DIRECTORS MEETING

During the period under review, the Company is under CIRP, the power of the Board of Directors continue to remain suspended till the date of reconstitution of new Board i.e. February 07, 2025. No meeting of Independent Directors held after the Commencement of Corporate Insolvency Process.

16. DECLARATIONS OF INDEPENDENCE

During the CIRP period and accordingly the power of board has been dispensed due to the appointment of Mr. Kuldeep Verma, Resolution Professional pursuant to NCLT vide order dated July 21, 2017. During the year, Mr. Prakash Chand, Independent Directors submitted their resignation and others are suspended. Therefore, no declaration received from each independent director under section 149(7) of Companies Act 2013.

17. EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Act, the annual return of the Company for the Financial Year ended March 31, 2024 shall be available on the Companys website at www.ksoils.in .

The Company is committed to ensure full compliance with the provisions of the Maternity Benefits Act, 1961. It recognizes the importance of supporting the health, well-beings, and rights of women employees during and after pregnancy. The Company ensures that all eligible female employees are granted the benefits stipulated under the Act, including maternity leave, protection from dismissal during maternity, and other entitlements as prescribed by law

The Corporate Insolvency Resolution Process (CIRP) has been initiated for the Company under the provisions of Section 7 of the Insolvency and Bankruptcy Code, 2016(IBC) by the National Company Law Tribunal Order dated July 21, 2017. Pursuant to Section 17 of the IBC, the powers of the Board of Directors of the Company stood suspended, and such powers are vested with the Interim Resolution Professional, Mr. Kuldeep Verma and his appointment confirmed by the Committee of Creditors (COC) as the Resolution Professional (the RP). Accordingly, Mr. Kuldeep Verma in his capacity as RP took control and custody of the management and operations of the Company from July 21, 2017. Hence, the new reconstituted board of K.S. Oils Limited is not to be considered responsible to discharge fiduciary duties with respect to disclosure under maternity benefit act, 1961 for FY 2023-24.

38. COMPLIANCE WITH SECRETARIAL STANDARDS

During the CIRP period, the Erstwhile Resolution Professional/Liquidator are in control of the Company during the year under review. Hence, the new reconstituted board is not to be considered responsible to discharge fiduciary duties with respect to Compliance with Secretarial Standards issued by ICSI for the Financial year 2023-24.

39. INDIAN ACCOUNTING STANDARDS

During the period under review, the Corporate Insolvency Resolution Process (CIRP) has been initiated for the Company under

the provisions of Section 7 of the Insolvency and Bankruptcy Code, 2016(IBC) by the National Company Law Tribunal Order dated July 21, 2017. Pursuant to Section 17 of the IBC, the powers of the Board of Directors of the Company stood suspended, and such powers are vested with the Resolution Professional/Liquidator.

The Ministry of Corporate Affairs (MCA), vide its notification dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain class of companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. Pursuant to the aforesaid notification, with effect from April 01, 2017, the Company has transitioned to Ind AS.

40. ACKNOWLEDGEMENT

Your Directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

ANNEXURE- I

Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED March 31, 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014]

To,

The Members,

KS Oils LIMITED

AB Silavati Road, Guna Madhya Pradesh-473001

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by KS OILS LIMITED having CIN: L15141MP1985PLC003171) (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2024 according to the provisions of, as amended from time to time:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Applicable only to the extent of Foreign Direct Investment/Overseas Direct Investment).

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; Not Applicable during the period under review

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; Not Applicable during the period under review.

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; ot Applicable during the period under review.

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2022 Not applicable as the Company has not issued any shares/options to directors/employees under the said guidelines/regulations during the year under review.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not Applicable during the period under review

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client.

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2022 -

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018- Not applicable as the Company has not bought back / proposed to buy-back any of its securities during the year under review.

(i) Other laws applicable to the Company but not examined are as follows:

• The Factory Act 1948;

• The Petroleum Act, 1934 and rules made there under;

• The environment Protection Act, 1986 and the rules made there under;

• The Water (Prevention and control of pollution) Act, 1974 and the rules made there under;

• The Air (Prevention and control of pollution) Act, 1981 and the rules made there under;

• Maternity Benefit Act, 1961 Payment of Wages Act, 1936

• Payment of Bonus Act, 1965

• Employees State Insurance Act, 1948

• Income Tax Act, 1961

• Payment of Gratuity Act, 1972

• Information Technology Act, 2000

• Weekly Holidays Act, 1942

• Goods and Service Tax (GST)

• Industrial Dispute Act, 1947

It is further reported that:

KS Oils was admitted for the Corporate Insolvency Resolution Process (CIRP) vide order dated July 21, 2017 on an application filed under Section 7 of the IBC, 2016 by SREI Infrastructure Finance Ltd. Mr. Kuldeep Verma was appointed as an Interim Resolution Professional ("IRP") and he was later confirmed as its Resolution Professional ("RP"). As Resolution Plan could not come-up within the maximum statutory period of 270 days, the Committee of Creditors had approved for seeking liquidation order and accordingly RP had filed an application before the Adjudicating Authority seeking liquidation order. However, vide order dated Jan 01, 2022, the Adjudicating Authority had dismissed the said liquidation application. The order was then challenged before the Honble NCLAT and Honble NCLAT vide its order dated March 16, 2022 had set aside the order of the Adjudicating Authority and directed for the liquidation of KS Oils. Mr. Kuldeep Verma, RP of KS Oils was appointed to continue as a Liquidator of KS Oils

In the course of the liquidation process of KS Oils, on November 22, 2023, the Liquidator issued a public announcement in various newspapers, inviting Expressions of Interest (EOI) from prospective bidders, for sale of, inter alia, Block-A, i.e. the KS Oils as a going concern (excluding certain assets, defined as "Excluded Assets").

Refex Holding Private Limited (Formerly known as Sherisha Technologies Private Limited) ["RHPL"] had participated in the auction process for acquisition of KS Oils as a going concern (excluding certain assets) and in terms of Process Document & On December 22, 2023, the E-Auction was conducted by the Liquidator for the sale of KS Oils as a going concern. RHPLs bid for the Auction Asset turned out to be the highest. To acquire KS Oils through SPV, RHPL has incorporated Soy-Sar as a SPV for facilitating the acquisition of KS Oils as a going concern. In Subsequent to this, the Liquidator has issued a Sale Certificate to Soy-Sar on March 22, 2024.

As per the Approved NCLT Order, the current management took over the management of affairs of the Company from Liquidator by end of February 07, 2025. However due to the fact that the Company was under CIRP, no records were available with the new management as regards various aspects of the Company. The Company is in the process of implementation of the Approved NCLT Order and have undertaken activities of compliance to the various applicable provisions of the laws. The Company had purchased the SDD compliance software in Month of July 2025 and updated all entries in the Software from July 2025 onwards.

The recommencement application is pending with the stock exchanges, and the company was not in position to file the statement under the various applicable provisions of the SEBI (LODR) Regulations 2015, until:

(1) the shareholding pattern reflects the correct shareholders as per Approved NCLT Order, and

(2) the reduced capital is reflected in the records of stock exchanges and depositories.

The applicability of Listing company is attracting from the date of receipt of circular from both of the Stock Exchange.

Due to above reason there was:

1. No Annual General Meeting held from 2016-17 to 2023-24 conducted during audit period.

2. No generation of Annual Report from 2016-17 to 2023-24.

4. Non-compliance in filing DPT-3 from2016-17 to 2023-24.

5. Non-compliance in filing PAS-6 2016-17 to 2023-24.

We further report that:

Pursuant to the approved NCLT order on February 03, 2025 ("Approved NCLT Order") the following matters were discussed and approved at the meeting of the liquidator held on February 07, 2025.

a) Capital Reduction and Consolidation:

i) The existing issued equity shares capital of the Company (whether pledged or not), held by the existing promoter-shareholders of the Company currently constituting 7.54% (3,46,02,105 Equity Shares) of the existing total equity shareholding, thereby cancelled.

ii) The remaining paid up and issued equity share capital of public shareholders, currently representing 92.46% (42,45,77,932 shares) of the total shareholding of the Company shall be reconstituted such that the public shareholding in the company is equal to 5%. For purposes of such reconstitution, the face value of the equity shares held by existing public shareholders will first be reduced from INR 1 to INR 0.02 per share and thereafter, 50 shares of INR 0.02 each shall be consolidated into 1 share of face value of INR 1 each, rounded up to nearest whole number, resulting in reduction of public shareholding to 5% of the total paid up and issued share capital of the Company

iii) The Cumulative Redeemable Preference Share ("CRPS") capital together with all unpaid liabilities and claims which are not filled with the liquidator shall be extinguished entirely. The Corresponding balance appearing in the balance sheet would be converted to capital/general reserve. The Existing 1% CRPS (25,98,82,735) of Rs. 10/- each fully paid up and issued against conversion of loan stand fully extinguished.

b) Reconstitution of the Board of Directors

Consequent to the approved NCLT Order, all the existing Directors were deemed to have vacated from their office. Post the Acquisition, a new Board was constituted consisting of Mr. Hemant Jain, Additional Director, Mr. Vinod Kumar Trivedi, Executive Director, Mr. Aman Bhutoria, Executive Director, Mr. Balveermal Kewalmal Singhvi, (Non-Executive Independent Director), Additional Director, Ms. Latha Venkatesh (Non-Executive Independent Director), Additional Director and Ms. Deepa Singhal (NonExecutive Independent Director), Additional Director.

We, further report that:

1. The newly reconstituted Board of Directors assumed office from February 07, 2025 is duly constituted with proper balance of Executive Directors, Non-Executive Directors, and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out incompliance with the provisions of the Act.

2. Appointment of Mr. Sanjiv Goyal as Chief financial officer of the company w.e.f May 30, 2025.

3. Appointment of Ms. Jyoti Sharma as a Company Secretary and Compliance Officer of the company w.e.f June 01, 2025.

4. Reconstitute of Committees of the Board w.e.f May 30, 2025.

5. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

6. Majority decision is carried through while the dissenting members views are captured and recorded as part of the minutes. All the business activities undertaken by the Company were authorized under Clause III (i.e. Objects Clause) of the Memorandum of Association of the Company.

We further report that during the audit period the above events occurred which had bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines etc.

Note: This report is to be read with letter of even date by the secretarial auditor, which is annexed as Annexure A and forms an integral part of this report.

Annexure A

To,

KS Oils LIMITED

Registered Office: AB Silavati Road, Guna Madhya Pradesh-473001

The Secretarial Audit Report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure the correct facts are reflected in secretarial records. I believe that the process and practice i followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the managements representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards are the responsibility of the Management. My examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

ANNEXURE - II

Details of Remuneration of Directors KMPs and Employee and comparatives [Pursuant to Section 197 and Schedule V of the Companies Act, 2013 and Regulation 34(3) and Schedule V of SEBI Listing

Regulations]

The information pursuant to Section 197 of the Companies Act, read with Rule 5(1) of Companies (Appointment and Remuneration of Managing Personnel) Rules, 2014 are given below:

During the period under review, the Company is under CIRP, the power of the Board remains suspended. Therefore, no remuneration paid to Directors Senior Personnel and KMPs.

1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company and the percentage:

2. The median remuneration of employees of the Company during the financial year: Not applicable during this year.

3. There was no list of (including executive directors) permanent employees on the roll of Company with us (New Management) for Financial year March 31, 2024; Not applicable during this year

4. Relationship between average increase in remuneration and company performance: The Loss for the financial year ended March 31, 2024 is Rs. 4,222/- Lakhs; whereas there is no increase in the remuneration- Not applicable during this year

5. Relationship between average increase in remuneration of Key Managerial Personnel and company performance: Not applicable during this year

6. The increase in remuneration is not solely based on the Company performance but also includes various other factors like individual performance, experience, skill sets, industry trend, economic situation and Future growth prospects etc. All these factors are considered for revision of remuneration- Not applicable during this year

7. Average percentage increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2023-24- Not applicable during this year.

8. No increase in the salary of Key Managerial Personnel.

9. The key parameters for the variable component of remuneration availed by the directors: Variable pay based on the performance of the Executive Director- Not applicable during this year

10. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not applicable during this year

11. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and senior management- Not applicable during this year.

ANNEXURE - III to The Directors Report ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES [Pursuant to Section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014]

A brief outline of the Companys CSR policy, including overview of projects or programmes proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programmes.

1. Overview:

Outline of the Companys CSR Policy : - As an integral part of our commitment towards the society and as per CSR Policy, the CSR committee shall focus on programs / projects in following areas as per the provisions of Schedule VII referred in the section 135 of the Companies Act, 2013 focusing on eradicating hunger, poverty & malnutrition, promoting preventive health care & sanitation & making available safe drinking water and contribution to the Swach Bharat Kosh, set-up by Central Government; Promoting education, including special education & employment enhancing vocation skills especially among children, women, elderly & the differently abled & livelihood enhancement projects; Promoting gender equality, empowering women, setting up homes & hostels for women & orphans, setting up old age homes, day care centres & such other facilities for senior citizens & measures for reducing inequalities faced by socially & economically backward groups; Rural development projects

2. The Composition of CSR Committee:

The Board and Committee was suspended from July 21, 2017.

3. Average Net Profit of the Company for last three Financial Year - Company is having losses for last three financial Years

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above) - Not Applicable in the view of loss.

5. Details of CSR spent during the Financial Year - Not Applicable

a. Total amount to be spent for the financial year: - Nil

b. Amount unspent, if any: - Nil

c. Manner in which the amount spent during the Financial Year: - Not Applicable

6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount: Not Applicable

7. A Responsibility Statement of CSR Committee of Board: The CSR Committee of the Companys Board states that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy.

ANNEXURE - IV

NOMINATION, REMUNERATION AND EVALUATION POLICY

This Nomination, Remuneration and Evaluation Policy (the "Policy") applies to the Board of Directors (the "Board"), Key Managerial Personnel (the "KMP") and the Senior Management Personnel of K.S. Oils Limited (the "Company").

"Key Managerial Personnel (KMP) means—

i. Managing Director;

ii. Company Secretary;

iii. Whole-time Director;

iv. Chief Financial Officer; and

v. Such other Officer as may be prescribed.

The term "Senior Management Personnel" means all members other than the Directors and KMPs of the Company, who are the functional heads of the different functions of the Company.

This Policy is in compliance with Section 178 of the Companies Act, 2013 read with rules made thereunder and SEBI Listing Regulations.

1. Purpose

The primary objective of the Policy is to provide a framework and set standards for the selection, nomination, remuneration and evaluation of the Directors, Key Managerial Personnel and officials comprising the senior management. The Company aims to achieve a balance of merit, experience and skills amongst its Directors, Key Managerial Personnel and Senior Management.

2. Accountabilities

1. The Board is ultimately responsible for the appointment of Directors and Key Managerial Personnel.

2. The Board has delegated responsibility for assessing and selecting the candidates for the role of Directors, Key Managerial Personnel and the Senior Management of the Company to the Nomination and Remuneration Committee which makes recommendations and nominations to the Board.

3. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is responsible for:

i. reviewing the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and making recommendations on any proposed changes to the Board to complement the Companys corporate strategy, with the objective to diversify the Board;

ii. identifying individuals suitably qualified to be appointed as the KMPs or in the senior management of the Company;

iii. recommending to the Board on the selection of individuals nominated for directorship;

iv. making recommendations to the Board on the remuneration payable to the Directors/ KMPs/Senior Officials so appointed reappointed;

v. assessing the independence of independent directors;

vi. such other key issues/matters as may be referred by the Board or as may be necessary in view of the Listing Agreement and provision of the Companies Act 2013 and Rules thereunder;

vii. to make recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract;

viii. ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

ix. to devise a policy on Board diversity and

x. to develop a succession plan for the Board and to regularly review the plan.

The Nomination and Remuneration Committee comprises of the following:

i. The Committee shall consist of a minimum 3 non-executive directors, majority of them being independent.

ii. Minimum two (2) members shall constitute a quorum for the Committee meeting.

iii. Membership of the Committee shall be disclosed in the Annual Report.

iv. Term of the Committee shall be continued unless terminated by the Board of Directors.

Chairman

a. Chairman of the Committee shall be an Independent Director.

b. Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee.

c. In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman.

d. Chairman of the Nomination and Remuneration Committee could be present at the Annual General Meeting or may nominate some other member to answer the shareholders queries.

Committee Members Interests

a. A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated.

b. The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

Voting

a. Matters arising for determination at Committee meetings shall be decided by a majority of votes of the Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

b. In the case of equality of votes, the Chairman of the meeting will have a casting vote.

4. Appointment of Directors/KMPs/Senior Officials

4.1 Enhancing the competencies of the Board and attracting as well as retaining talented employees for role of KMP/ a level below KMP are the basis for the Nomination and Remuneration Committee to select a candidate for appointment to the Board. When recommending a candidate for appointment, the Nomination and Remuneration Committee has regard to:

• assessing the appointee against a range of criteria which includes but not be limited to qualifications, skills, regional and industry experience, background and other qualities required to operate successfully in the position, with due regard for the benefits from diversifying the Board;

• the extent to which the appointee is likely to contribute to the overall effectiveness of the Board, work constructively with the existing directors and enhance the efficiencies of the Company;

• The skills and experience that the appointee brings to the role of KMP/Senior Official and how an appointee will enhance the skill sets and experience of the Board as a whole;

• The nature of existing positions held by the appointee including directorships or other relationships and the impact they may have on the appointees ability to exercise independent judgment;

4.2 Personal specifications:

• Degree holder in relevant disciplines;

• Experience of management in a diverse organization;

• Excellent interpersonal, communication and representational skills

• Demonstrable leadership skills;

• Commitment to high standards of ethics, personal integrity and probity;

• Commitment to the promotion of equal opportunities, community cohesion and health and safety in the workplace; Having continuous professional development to refresh knowledge and skills.

5. Letters of Appointment

Each of the Directors/KMPs/Senior Officials is required to sign the letter of appointment with the Company containing the terms of appointment and the role assigned in the Company.

6. Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel

The guiding principle is that the level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate Directors, Key Management Personnel and other senior officials.

The Directors, Key Management Personnel and other senior officials remuneration are based and determined on the individual persons responsibilities and performance and in accordance with the limits as prescribed under the Companies Act, 2013 and rules made thereunder, if any.

The Nomination & Remuneration Committee shall determine and recommend individual remuneration packages for Directors, KMPs and Senior Officials of the Company to the Board of Directors after taking into account factors it deems relevant, including but not limited to market, business performance and practices in comparable companies, having due regard to financial and commercial health of the Company as well as prevailing laws and government/other guidelines.

I. Remuneration:

a. Base Compensation (Fixed Salary): Must be competitive and reflective of the individuals role, responsibility and experience in relation to performance of day-to-day activities, usually reviewed on an annual basis (includes salary, allowances and other statutory/ non-statutory benefits which are normal part of remuneration package in line with market practices).

b. Variable Salary: The Nomination and Remuneration Committee may in its discretion structure any portion of remuneration to link rewards to corporate and individual performance for fulfilment of specified improvement targets or the attainment of certain financial or other objectives set by the Board. The amount payable shall be determined by the Committee, based on performance against pre-determined financial and non-financial metrics.

II. Statutory Requirements:

Section 197(5) provides for remuneration by way of a fee to a director for attending meetings of the Board of Directors and Committee meetings or for any other purpose as may be decided by the Board.

Section 197(1) of the Companies Act, 2013 provides for the total managerial remuneration payable by the Company to its directors, including managing director and whole time director, and its manager in respect of any financial year shall not exceed eleven percent of the net profits of the Company computed in the manner laid down in Section 198 in the manner as prescribed under the Act.

The Company with the approval of the Shareholders and Central Government may authorise the payment of remuneration exceeding eleven percent of the net profits of the company, subject to the provisions of Schedule V to the Companies Act, 2013.

The Company may with the approval of the shareholders authorise the payment of remuneration upto five percent of the net profits of the Company to its anyone Managing Director/Whole Time Director/Manager and ten percent in case of more than one such official.

The Company may pay remuneration to its directors, other than Managing Director and Whole Time Director upto one percent of the net profits of the Company, if there is a managing director or whole time director or manager and three percent of the net profits in any other case.

The net profits for the purpose of the above remuneration shall be computed in the manner referred to in Section 198 of the Companies Act, 2013.

6.1 The Independent Directors shall not be entitled to any stock option and may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose as may be decided by the Board and profit related commission as may be approved by the members. The sitting fee to the Independent Directors shall not be less than the sitting fee payable to other directors.

6.2 The remuneration payable to the Directors shall be as per the Companys policy and subject to the provisions of the Companies Act, 2013 and shall be valued as per the Income Tax Rules.

6.3 The remuneration payable to the Key Managerial Personnel and the Senior Management shall be, as may be decided by the Board and subject to the provisions of the Companies Act, 2013 having regard to their experience, leadership abilities, initiative taking abilities and knowledge base.

7. Evaluation/ Assessment of Directors/ KMPs/Senior Officials of the Company -

The evaluation/assessment of the Directors, KMPs and the senior officials of the Company is to be conducted on an annual basis to comply with the requirements of the Listing Agreement and the Companies Act, 2013.

The following criteria may assist in determining how effective the performances of the Directors/KMPs/Senior officials have been:

• leadership & stewardship abilities;

• contributing to clearly defined corporate objectives & plans;

• communication of expectations & concerns clearly with subordinates;

• obtain adequate, relevant & timely information from external sources;

• contributing to clearly defined corporate objectives & plans

• communication of expectations & concerns clearly with subordinates;

• obtain adequate, relevant & timely information from external sources;

• review & approval achievement of strategic and operational plans, objectives, budgets;

• regular monitoring of corporate results against projections;

• identify, monitor & mitigate significant corporate risks

• assess policies, structures & procedures;

• direct, monitor & evaluate KMPs, senior officials;

• review managements succession plan;

• effective meetings;

• assuring appropriate board size, composition, independence, structure;

• clearly defining roles & monitoring activities of committees; and

• review of companys ethical conduct.

Evaluation on the aforesaid parameters will be conducted by the Independent Directors for each of the Executive/ Whole-time / Non Independent Directors in a separate meeting of the Independent Directors.

The Executive / Whole-time /Non-Independent Directors along with the Independent Directors will evaluate the Independent Directors on the aforesaid parameters. Only the Independent Director being evaluated will not participate in the said evaluation discussion.

The Nomination and Remuneration Committee shall also carry out evaluation of the performance of Directors of the Company at regular interval.

8. Review and Amendment

8.1 The Nomination and Remuneration Committee or the Board may review the policy as and when it deems necessary.