K S Oils Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 37th Annual Report with the Audited Financial Statement of your company for the financial year ended on March 31, 2023.

1. STATE OF COMPANY AFFAIRS

The Reconstituted Board of Directors presents to the Members the 37^th Annual Report of the Company on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2023.

The Corporate Insolvency Resolution Process ("CIRP) was initiated, on a petition filed by SREI Infrastructure Finance Limited under Section 7 of the Insolvency and Bankruptcy Code 2016 ("IBC 2016"), against the Company, which was admitted vide an order of Honble National Company Law Tribunal ("NCLT"), Ahmedabad Bench dated July 21,2017.

Upon the commencement of CIRP, in pursuant to the Section 17(1)(b) of the IBC 2016, the power of Board of Directors stands suspended and be exercised by the interim resolution professional. That pursuant thereto, on July 21,2017, Honble NCLT appointed Mr. Kuldeep Verma as the Interim Resolution Professional (IRP) in terms of IBC, who was subsequently confirmed as Resolution Professional (RP) by Committee of Creditors (CoC), on August 22,2017 constituted under IBC.

Mr. Kuldeep Verma, in his capacity as RP, has taken control and custody of the management and operations of the Company with effect from July, 2017. As per the Code, the Resolution Professional ("RP) has to receive, collate and admit all the claims submitted by the creditors of the Company.

RP and Committee of Creditors ("COC") did not receive any Resolution Plan for revival of KSOIL within the time limit prescribed under code, then filed an application of liquidation in April 2018, before the Adjudicating Authority ("AA") to liquidate the company. However, the AA dismissed the application. Then, in 2022, the RP filed Company Appeal (AT) (Insolvency) No. 98 with the National Company Law Appellate Tribunal ("NCLAT") in New Delhi. The NCLAT has passed the order of liquidation ("Liquidation Order") dated March 16,2022, and the RP was appointed as liquidator of KSOIL.

After following due process of law as prescribed under the IBC and the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulation, 2016 ("Liquidation Regulation"), the Liquidator successfully conducted the E-Auction for sale of KSOIL (as an entity), wherein bid submitted by Sherisha Technologies Private Limited ("STPL" and "Successful Bidder") submitted its EOI to the liquidator for the purpose of participating in the E-auction. After that Liquidator issued a letter of intent, declaring the STPL highest and successful bidder. Further Liquidator has issued Certificate of Sale to the Successful bidder. In accordance with Process documents, STPL has acquired KSOIL ("Corporate Debtor") through Soy-Sar Edible Private Limited ("Special Purpose Vehicle" or "SPV/SEPL").

In addition to the above, the application in IP Inv.P/7(MP)2024 is filed by SEPL and STPL in respect of acquisition of K. S. Oils Ltd (Corporate Debtor) in liquidation as a going concern (excluding certain assets, defined as "Excluded Assets") in accordance with Regulation 32(e) and Regulation 32A of the Liquidation Regulations (Auction Asset) and the Honble NCLT, Indore Bench has passed the order ("Approved Order") for the same vide dt. February 03,2025.

Further, Member may note that during the CIP/Liquidation period, the National stock exchange ("NSE") and Bombay Stock Exchange "BSE" delist the company on April 27, 2018 and BSE on May 05, 2018 during the moratorium period and contravention of the provisions under Section 14 of the IBC Code 2016. One of the reliefs we seek in the above said petition is for the relisting of Equity Shares of K.S. Oils Limited in both the NSE and BSE. This petition was granted. We followed this up with a formal application to the Stock Exchanges, and the stock exchanges have issued a Circular of withdrawal of Delisting of Equity Shares of K.S. Oils Limited (KSOILS) and the status of the Company was changed from "Delisted" to "Suspended" w. e.f May 05,2025. Now your Company is in process of comply the all compliance.

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 period (i.e. between 21st July, 2017 to 07th February, 2025) the Resolution Professional/Liquidator was entrusted with the management of the Company. Prior to the Insolvency Commencement date, the erstwhile Board of Directors had the oversight on the management of the affairs of the Company.

The newly constituted Board is submitting this report in compliance with the provisions of the Companies Act, 2013, and the rules framed thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements}, Regulations 2015. The newly constituted Board is 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 prior to the Acquisition.

Members are requested to read this report in light of the fact that the reconstituted Board and the new Management, inter alia, are in the process of implementing the NCLT order.

2. FINANCIAL PERFORMANCE SUMMARY

The summarized financial highlight is depicted below: (Rs. In Lakhs)

	Standalone
Particulars	2022-23	2021-22
Revenue from operations	-
Other Income	210	64
Total Income	210	64
Less: Expenses	3,258	3,466
Profit/Loss before Exceptional Items	(3,048)	(3,402)
Exceptional Item	-	-
Loss Before Tax	(3,048)	(3,402)
Less: Tax Expenses
Current Tax	-	-
Deferred Tax	-	-
Profit/(Loss) for the period	(3,048)	(3,402)
Earning Per Equity Share
Basic/ Diluted (F.V. Re. 1 each)	(0.66)	(0.74)

3. COMPANY PERFORMANCE REVIEW

During the financial year 2022-23, there was no revenue from the operation, and total expenses during the financial year 202223 is Rs. 3,258/- Lakhs as against Rs. 3,466/- lakhs during the previous financial year. The Loss for the period is Rs. 3,048 Lakhs. The EPS (Earning per Share) of the Company is nil for the period ended March 31, 2023.

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 2022-23, the Board did not recommend any dividend to the shareholders of the Company for the FY ended 31.03.2023.

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:

Sr. No. Particulars	Equity Shares Capital	Preference Shares Capital
1 Authorised Share Capital	90,00,00,000	29,85,00,000
2 Paid Up Share Capital	45,91,80,037	25,98,82,735
3 Value per share	1	10

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 was 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, 2023.

Sr. No Name of Company	Type of Instrument	No. of Shares	Amount (INR in lacs)	% of Eauity Shares held	Treatment in books of accounts in FY 1718
1 K.S. Natural Resources Pte. Ltd	Equity Shares	6,75,44,220	0	100	Fully impaired

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 was 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 was 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 2022-23.

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:

DIN/PAN	NAME	DESIGNATION
00027025	Mr. Ramesh Chand Garg	Managing Director & Chairperson
01102237	Mr. Davesh Agarwal	Whole Time Director & CFO
03476912	Mr. Boda Venkat Ram	Independent Director
06435360	Mr. Prakash Chand*	Independent Director

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:

DIN/PAN	NAME	DESIGNATION
08010368	Mr. Aman Bhutoria	Whole Time Director
09436368	Mr. Vinod Kumar Trivedi	Director
08878484	Mr. Hemant Jain	Director
06435360	Ms. Deepa Singhal	Independent Director
06983347	Ms. Latha Venkatesh	Independent Director
05321014	Ms. Balveermal Singhvi	Independent Director
AGGPS4062G	Mr. Pradeep Kumar Singhal	Chief Executive Officer
ACTPG0126C	Mr. Sanjiv Goyal	Chief Financial Officer
EFTPS5088L	Ms. Jyoti Sharma	Company Secretary

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 2022-23.

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 was 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 was 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, 2023 shall be available on the Companys website at www.ksoils.in .

18. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company did not have any employee of the category mentioned in Section 197(12) of the Companies Act, 2013 read with the Rule 5(2) & (3) of the Companies Appointment and remuneration) Rules, 2014 as Amended and forming part of the Directors Report for the Financial Year ended March 31, 2023.

The ratio of remuneration of each Director to the median employees remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as part of this report at Annexure - II.

19. RELATED PARTY TRANSACTIONS

During the period under review, there is no transaction held in Related Party transaction and the same disclosed in note no. 45 of the financial statements of the Company for the year ended March 31, 2023.

20. CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act, 2013 read with Companies (Corporate social Responsibility Policy) Rules, 2014.The disclosure pursuant to Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure- III.

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

During the period under review, the company was under the Corporate Insolvency Resolution Process and the Management of the Company was under the control of Resolution Professional and there were no operations in the Company and hence the said details are not applicable.

22. BOARD EVALUATION

During the year under review, the Resolution Professional was at the helm of affairs of your Company for a substantial part of the financial year and the powers of the Board vested with him. Pursuant to the reconstitution of the Board on February 07, 2025, the powers of the Board of Directors stood vested back on this day. Accordingly, the Annual evaluation of Board, its committees and individual directors as required under Section 134 (p) does not arise for the financial year ended 31st March, 2023 and may be construed as not applicable. The Nomination, Remuneration and Evaluation Policy is attached herewith marked as Annexure - IV.

As the power of Board of Directors stands suspended as per Section 17(1)(b) of the IBC 2016 due to initiation of CIRP pursuant to order of Honble NCLT Ahmedabad. Therefore, no such performance evaluation carried out by the Board w.e.f July 21, 2017 and During the CIRP and Liquidation period, Resolution Professional/Liquidator has assumed the control of board of directors of the Company which continued till the new board is constituted, pursuant to NCLT order dated February 03, 2025.

23. POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION

During the period under the review, the Resolution professional has assumed control of the board of directors of the Company for an interim period which continued till the new board is constituted in terms of the Approved NCLT Order Hence, the reconstituted board is not to be considered responsible for any previous policy.

24. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

During the period under review, the Company was under CIRP, therefore, the responsibility of the Internal Financial Control system and their adequacy is the Erstwhile Resolution Professional and Liquidator.

The reconstituted new board is not to be considered responsible to discharge fiduciary duties with respect to internal control system and their adequacy for the Financial year 2022-23.

25. RISK MANAGEMENT

During the period under review, the Company was under CIRP, Risk Management Committee is not applicable to the Company. The Responsibility of the risk management is the Erstwhile Resolution Professional and Liquidator.

The reconstituted new board is not to be considered responsible to discharge fiduciary duties with respect to Risk Management for the Financial year 2022-23.

26. COMMITTEES OF BOARD

Details of various committees constituted by the Board of Directors as per the provision of the SEBI Listing Regulations and Companies Act, 2013 are given in the Corporate Governance Report which forms part of this report.

27. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

During the period under review, the Company was under CIRP, the Resolution Professional/Liquidator, was appointed to manage the affairs of the company. Erstwhile Management had formulated a vigil mechanism through a Whistle Blower Policy to deal with instances of illegal practices, unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. Adequate safeguards are provided against victimization to those who avail of the mechanism.

The reconstituted new board is not to be considered responsible to discharge fiduciary duties with respect to Risk Management for the Financial year 2022-23 related to vigil mechanism.

28. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A separate report on Corporate Governance in terms of Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) forms an integral part of this report and is set out as Annexure-V to this Report.

The Certificate from the practicing Company Secretary M/s KRR & Company, Company Secretaries, certifying compliance with the conditions of the Corporate Governance as stipulated under Regulation Pursuant to Regulation 34(3) and Schedule V Para E of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with the Report on Corporate Governance.

During the under review, the Company was under CIRP, the power of the board was suspended and affairs of the Company was managed by Resolution Professional/Liquidator. Hence, management and discussion analysis is not applicable during this year.

A Certificate of the CEO, Whole Time Director & Chief Financial Officer of the Company in terms of the Listing Regulations, inter- alia, confirming correctness of the Financial Statements and Cash Flow Statements, adequacy of internal control measures and reporting of matters, is annexed to the Report on Corporate Governance. However, the reconstituted board and Senior Management (Including KMPs) were not in office for this period and is not to be considered responsible to discharge fiduciary duties with respect to Corporate Governance for the Financial year 2022-23.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

The Corporate Insolvency Resolution Process (CIRP) was initiated, on a petition filed by SREI Infrastructure Finance Ltd., against the Company, which was admitted vide an Order of the National Company Law Tribunal (NCLT), Ahmedabad Bench dated July 21, 2017 under the provisions of the Insolvency and Bankruptcy Code 2016("Code / IBC").

That pursuant thereto, on July 27, 2017, Honble NCLT appointed Mr. Kuldeep Verma as Interim Resolution Professional (IRP) in terms of IBC, who was subsequently confirmed as Resolution Professional (RP) by Committee of Creditors (CoC), constituted under IBC. Mr. Kuldeep Verma, in his capacity as RP, has taken control and custody of the management and operations of the company with immediate effect. As per the Code, the Resolution Professional RP has to receive, collate and admit all the claims submitted by the creditors of the company. Such claims can be submitted to the RP during the CIRP, till the approval of a resolution plan by the CoC.

No Resolution Plan has been approved by the Committee of Creditors (CoC) before the maximum period permitted for the Corporate Insolvency Resolution Process (CIRP) under Section 12 of the Code, then RP sought the Liquidation order from the Honble National Company Law Appellant Tribunal, Principle Bench, New Delhi dated March 16, 2022. The Corporate Debtor- M/s. K.S.Oils Ltd shall liquidate in the manner as laid down in Chapter-III of the Code and Mr Kuldeep Verma IP Registration No. IBBI/IPA-001/IP-P00014/2016-2017/10038 an Insolvency Professional is appointed as the Liquidator.

After following the due process of law as prescribed under the Insolvency and Bankruptcy Code, 2016 ("IBC") and the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations, 2016 ("Liquidation Regulations"), the liquidator successfully conducted the E-Auction for sale of K.S. Oils Limited on 22nd December, 2023 wherein the bid submitted by Soy-Sar Edible Private Limited ("SEPL"/ we/our/us/the "Successful Bidder") was the highest and accordingly, SEPL was declared as the successful bidder for acquisition of K.S. Oils Limited.

Accordingly, we would like to inform you that SEPL has acquired K.S. Oils Limited by depositing the total sale consideration with the official liquidator of K.S. Oils Limited ("Liquidator") and the Liquidator has issued a Sale Certificate dated 22nd March, 2024 to SEPL.

An application in IP Inv.P/7(MP)2024 is filed by Soy-Sar Edible Private Limited (SEPL/SPV) in respect of acquisition of K. S. Oils Ltd (Corporate Debtor) in liquidation as a going concern in accordance with Regulation 32(e) and Regulation 32A of the IBBI (Liquidation Process) Regulations, 2016. Accordingly, the Honble NCLT, Indore Bench passed an order dated February 03, 2025 in respect of acquisition of K.S. Oils Limited to SEPL.

30. AUDITORS AND AUDITORS REPORT

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Aditi Gupta & Associates, Chartered Accountants (Firm Registration No. 034291N) were appointed as the Statutory Auditors for a period of 3 years to hold office conclusion of this 35th AGM. Now, M/s Aditi Gupta & Associates will have completed their term of appointment, accordingly, Upon recommendation of the Board Meeting on May 30, 2025, M/s Devesh Parekh & Co. Chartered Accountants (Firm Registration No. 013338N), appointed as the Statutory Auditors of the Company for a period five consecutive years from the conclusion of the 35^th AGM till the conclusion of the 39^th AGM to be held in the year 2025, subject to the approval of the shareholders of the Company.

The Company has received written consent from M/s Devesh Parekh & Co. and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and Rules framed thereunder. Further, M/s NJG & Co, has confirmed that th y hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

The Independent Auditors report contains the qualifications and management responses thereof has been made in the notes to the accounts wherever necessary. However, the said qualifications/ reservations / observations have been addressed by the management in the notes itself.

"Upon approval of the reliefs and concessions allowed by the Honble NCLT, Indore Bench in Inv. 7 of 2024 filed by the auction purchaser after acquisition of the company as a going concern; all non-compliances, breaches and defaults of K.S OILS for the period prior to the Effective Date (including but not limited to those relating to tax), shall be deemed to be waived by the concerned Governmental Authorities. Immunity shall be deemed to have been granted to K.S OILS LIMITED from all proceedings and penalties under all Applicable Laws for any non-compliance for the period prior to the Effective Date and no interest/penal implications shall arise due to such non-compliance /default /breach prior to the Effective Date or even accruing after the Effective Date, but arising out of matters or actions arising prior to the Effective Date".

31. COST AUDITORS

During the period under review, the Company was under CIRP, the Resolution Professional/Liquidator was at the helm of affairs of your Company and responsible for conducting the cost audit for FY 2017-18 to 2024-25 and subsequently filing the Forms related to Appointment of Cost Auditor and Cost Audit Report with the Registrar of Companies, Gwalior, Madhya Pradesh.

However, said compliance was not done by the Erstwhile Resolution Professional. The new reconstituted Board are not in position for the appointment of Cost Auditor for previous years and accordingly are not able to file the forms related to the appointment and Audit Report for the previous years. Hence, the new reconstituted board of K.S. Oils Limited is not to be considered responsible to discharge fiduciary duties with respect to appointment and filing of Cost Audit Report for the Financial year 201718 to 2024-25. further, we also want to bring this to attention that during the reported period, Company was not in operations.

32. SECRETARIAL AUDITORS AND REPORT

During the year under review, the company was under the Corporate Insolvency Resolution Process and the Management of the Company was under the control of Resolution Professional.

However, pursuant to the provisions of the Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s KRR & Co., a firm of Company Secretaries in Practice to undertake the secretarial audit of the company for the Financial Year 2022-23. The report of Secretarial Audit is annexed to this report as Annexure I.

33. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

Provision of Regulation 55A & 76 of the SEBI (Depositories and Participants) Regulations, 1996, the certificate issued by practicing Company Secretaries, under took the Reconciliation of Share Capital Audit in pursuant to SEBI Listing Regulations. The purpose of the audit is to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with the respect to admitted, issued and paid up capital of the Company.

34. DEPOSITORY SYSTEMS

Companys shares are compulsorily tradable in electronic form. As on March 31, 2023, 23,35,02,382 Equity Shares stand with the NSDL Account and 22,34,95,370 Equity Shares stand with the CDSL and 21,82,285 Equity Shares stands in physical form. The Company had entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository services (India) Limited (CDSL) whereby shareholders holding Shares in physical mode are requested to avail of the dematerialization facility with either of the depositories. Your Company had appointed M/s Ankit Consultancy Private Limited, SEBI registered R&T Agent as its Registrar and Share Transfer Agent.

Member may like to note that, pursuant to NCLT order dated February 03, 2025, shareholding of existing Promoter & Promoter Group in the Company, shall be extinguished/cancelled and shareholding of Public Shareholders post reduction will be reduced to 5%.

35. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

During the year under review, the company was under the Corporate Insolvency Resolution Process and the Management of the Company was under the control of Resolution Professional.

The brief detailed informations of the material changes and commitment affecting the Financial Position of the Company are the part of the Audited Financial Statement for FY 2022-23 of the Company.

36. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action. The Erstwhile Directors/Resolution Professional/Liquidator state that during the year under review, there were no cases of sexual harassment reported to the Company pursuant to the sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Hence, the new reconstituted board is not to be considered responsible to discharge fiduciary duties with respect to POSH for the Financial year 2022-23.

The details of the complaints received and disposed -off during the year, and complaints pending as on 31^st March, 2022, are given below:

Complaints filed pursuant to Sexual Harassment of Women	Filed during FY 2022-23	Disposed -off during FY 2022-23	Pending as on 31st March, 2023
at Workplace	-	-	-
(Prevention, Prohibition
and Redressal) Act, 2013

During this reporting period, the company was in CIRP and Power of the Board vested in Resolution Professional.

37. DISCLOSURES UNDER MATERNITY BENEFIT ACT 1961

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 2022-23.

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 2022-23.

39. INDIAN ACCOUNTING STANDARDS

During the period under review, the Company was under CIRP pursuant to 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, 2023

[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, 2023 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, 2023 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 -

Company was delisted by the NSE notice issued on April 27,2018 and BSE notice issued on May 05,2018 during the moratorium period and contravention of the provisions under Section 14 of the Code. By way of its order dated 03rd February, 2025, the

Honble NCLT allowed relisting of Equity Shares of KSOILS in both the NSE and BSE, and subsequently, KSOILS filed an application to the stock exchange for relisting on March 15, 2025. Pursuant to such application, KSOILS received a circular dated April 30, 2025 from BSE and NSE stating that the Companys status would be changed from "Delisted" to "Suspended" w.e.f. May 05, 2025.

(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.

In the above factual backdrop, the Soy-Sar and RHPL, has approached Honble NCLT, Indore Bench for seeking certain directions, approvals, reliefs for effectuating and facilitating the transfer of the KS Oils as a going concern on a clean slate basis in favour of Soy-Sar. Honble NCLT, Indore Bench vide Order dated February 03, 2025 (hereinafter referred to as "NCLT Order dated February 03, 2025") had granted various reliefs and concessions to enable sale of the KS Oils to Soy-Sar (including an approval of Relisting of KS Oils Limited.

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.

3. The adopted financial statements for the year from 2016-17 to 2023-24 are not filed. MGT 7 from 2016-17 to 2023-24 is not filed.

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

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

Furthermore, the company was unable to file PAS-6 for the half-year period of October 01, 2024, to March 31, 2025, due to non-receipt of data from the RTA.

The newly reconstituted Board of Directors assumed office from February 07, 2025 and is in the process of addressing all the aforementioned compliances.

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.

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 was 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:

Sr. Name N o.	Category	Remunerati on (Rs. In Lacs)	% Increase Remuneration on in the Financial Year of employees	Ratio of Remuneration of each Director/to median Remuneration of employee
Not applicable during this year

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, 2023; Not applicable during this year

4. Relationship between average increase in remuneration and company performance: The Loss for the financial year ended March 31, 2023 is Rs. 3,048/- 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. 2022-23- 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:

Mr. Ramesh Chand Garg-	Chairman
Mr. Davesh Agarwal -	Member
Mr. Boda Venkat Ram -	Member

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 / NonIndependent 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.

8.2 The Nomination and Remuneration Committee may issue the guidelines, procedures, formats, reporting mechanism and manual in supplement and better implementation to this policy, if it thinks necessary.