K S Oils Ltd Directors Report

To,

The Members K.S. Oils Limited

Your Directors have pleasure in presenting their 39^th Annual Report (After acquisition pursuant to Approved NCLT Order dated 03.02.2025) with the Audited Financial Statement of your company for the financial year ended on March 31, 2025.

1. STATE OF COMPANY AFFAIRS

The Reconstituted Board of Directors presents to the Members the 39th 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, 2025.

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 2021, 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, 2021, 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 Liquidation 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 Hon ble NCLT, Indore Bench has passed the order ("Approved Order") for the same vide dt February 03,2025.

Further, Member may note that during the CIRP/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 Code. 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 pertains. During the CIRP period at various stages the IRP/RP/CoC/Monitoring Agent/SRC were entrusted with the

management of the affairs of the Company. Prior to the I nsolvency Commencement Date, the erstwhile Board of Directors had the oversight on the management of the affairs of the Company.

The Reconstituted Board is submitting this report in compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder ("Act"). The Reconstituted 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 reconstitution of the Board/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:

	Standalone
Particulars	2024-25	2023-24
Revenue from operations	0	-
Other Income	2	7
Total Income	2	7
Less: Expenses	2231	4,230
Profit/Loss before Exceptional Items	-2229	-4,222
Exceptional Item	-	-
Loss Before Tax	-2229	-4,222
Less: Tax Expenses
Current Tax	-	-
Deferred Tax	-	-
Profit/(Loss) for the period	-2229	-4,222
Earning Per Equity Share
Basic/ Diluted (F.V. Re. 1 each)	-0.54	-0.92

3. COMPANY PERFORMANCE REVIEW

During the financial year 2024-25, there was no revenue from the operation of the Company. The total expenses during the year is Rs. 2231/- (in Lakhs). The Loss for the period is Rs. 2229/- . The EPS (Earning per Share) of the Company is (0.54) for the period ended March 31, 2025.

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 2024-25, the Board did not recommend any dividend to the shareholders of the Company for the FY ended 31.03.2025.

6. CHANGE IN SHARE CAPITAL

The Capital Structure of the Company are as follows:

Particulars	Equity Shares Capital	Preference Shares Capital	Total
1 Authorized Share Capital (in Rs.)	90,00,00,000	29,85,00,000	388,50,00,000/-
2 Issued, subscribed and paid-up share capital	16,98,32,163	-	16,98,32,163
3 Value per Share (in Rs.)	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. IOINT VENTURE AND ASSOCIATES COMPANIES

The impact of the implementation of the Approved NCLT Order, the Erstwhile Resolution Professional/Liquidator have already write off the all investment due to this, there is no Subsidiaries, Joint Ventures and Associates Companies during the year under review. Therefore, AOC-1 is not applicable to the Company for the Financial Year ended March 31, 2025.

However, pursuant to NCLT order, Soy-Sar Edible Private Limited is holding 95% of the equity shares/voting right of the Company, after closure of financial year ended March 31, 2025.

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 year under review, K.S. Oils Limited was acquired by Soy-Sar Edible Private Limited as a going concern, along with its established consumer brands such as “Kalash,” “Double Sher,” “Kalash Soya Active,” and others. The acquisition has enabled continuity of operations and strengthened the brand portfolio of the Company.

The Board confirms that there has been no change in the nature of the business of the Company pursuant to the acquisition. The Company continues to operate in the edible oil and related FMCG segment.

The Companys unwavering commitment to purity, quality, and health continues to be reflected in its consumer packs under the brands “Kalash,” “Double Sher,” and “Kalash Soya Active.” These brands remain trusted by consumers and continue to enjoy strong market goodwill.

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

During the period under review, the Company has not given loans, Guarantees or Investment under Section 186 of the Companies Act, 2013.

11. DETAILS IF DIRECTORS AND KEY MANAGERIAL PERSONNELS WHO WERE APPOINTED OR RESIGNED DURING THE YEAR AND AFTER THE CLOSURE OF FINANCIAL YEARS

As stated earlier, pursuant to the Honble National Company Law Tribunal, Indore Bench vide its order dated February 03, 2025 (“Approved NCLT Order”) reconstituted the Board by inducting new members Nominees from Soy-Sar Edible Private, the successful Applicant as per the approved NCLT order. Accordingly, Mr. Hemant Jain, Executive Director, Mr. Vinod Kumar Trivedi, Executive Director, Mr. Aman Bhutoria, Executive Director, Mr. Balveermal Kewalmal Singhvi, (Non-Executive Independent Director), Ms. Latha Venkatesh (Non-Executive Independent Director), and Ms. Deepa Singhal (Non-Executive Independent Director).

After closure of Financial year 2024-25, there is change in the composition of the Director are as under:

1. Mr. Aman Bhutoria, has been appointed as Whole Time Director of the Company at their Board Meeting held on 30^th May, 2025.

2. Mr. Virendra Kumar Singhi was appointed as an Additional Director (Non-Executive Non-Independent Director) of the Company in their board meeting held on August 12, 2025.

3. Mr. Hemant Jain has resigned from the Directorship of the Company w.e.f August 01, 2025.

As per the provisions of the Companies Act 2013, the directors who were appointed as additional directors on the Board of KSOILS on February 07, 2025 and August 12, 2025 will hold office upto the date of ensuing AGM and being eligible offer

themselves for appointment. None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013.

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

In accordance with the provisions of Section 152 of the Act and Articles of Association of the Company, Mr. Aman Bhutoria (DIN: 08010368), Whole Time Director of the Company retires by rotation in the ensuing Annual General Meeting (“AGM”) and being eligible offers himself for re-appointment. his brief resume and other related information are being given in the Notice convening the 39^th AGM of your Company.

DETAILS OF KEY MANAGERIAL PERSONNEL

After the closure of financial year 2024-25, the Board of Directors at its meeting held on May 30, 2025, Mr. Sanjiv Goyal is appointed as Chief Financial Officer of the Company, Mr. Pradeep Kumar Singhal is appointed as Chief Executive Officer of the Company and Ms. Jyoti Sharma is appointed as Compliance officer and Company Secretary of the Company.

In terms of provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company are as follows:

NAME	DESIGNATION
Mr. Aman Bhutoria	Whole Time Director
Mr. Pradeep Kumar Singhal	Chief Executive Officer
Mr. Sanjeev Goyal	Chief Financial Officer
Ms. Jyoti Sharma	Company Secretary

The New composition of the Board of Directors and Key Managerial Personnel 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 Nahata*	Director
00028824	Mr. Virendra Kumar Singhi	Director
06435360	Mr. Deepa Singhal	Independent Director
06983347	Mr. Latha Venkatesh	Independent Director
05321014	Mr. Balveermal Kewalmal Singhvi	Independent Director
-	Mr. Pradeep Kumar Singhal	Chief Executive Officer
-	Mr. Sanjiv Goyal	Chief Financial Officer
-	Ms. lyoti Sharma	Company Secretary

*Mr. Hemant Jain has resigned from the Directorship of the Company w.e.f August 01,2025

12. Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act under Section 149(6) and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors of the Company have also registered their names in the data bank for Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA), Manesar (notified under Section 150(1) of the Companies Act, 2013 as the institute for the creation and maintenance of data bank of Independent Directors).

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and are independent of management.

13. Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

As on March 31, 2025, the requirement of Remuneration to Directors, Key Managerial Personnel is not applicability as board was suspended from July 21, 2017 to till February 07, 2025. The Board was reconstituted on February 07, 2025 and remuneration was effective from April, 2025

However, after closure of Financial years, the remuneration paid to the Directors is in accordance with the Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re- enactment(s) thereof for the time being in force) and the Non-Executive Directors of the Company had no pecuniary relationship or transaction with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as an Annexure - II to this Report.

A statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as a separate annexure forming part of this Report.

However, in terms of the proviso to Section 136(1) of the Act, the Annual Report is being sent to the members excluding the aforesaid annexure. The said information is available for electronic inspection during working hours up to the date of annual general meeting and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

14. Nomination & Remuneration Policy

The Board of Directors under the new management after the implementation of approved scheme of compromise and arrangement has framed a policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel, Senior Management, and other employees of the Company (“Policy”). The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non- executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The Policy also provides the criteria for determining qualifications, positive attributes and independence of Director and criteria for appointment of Key Managerial Personnel/Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors whilst taking a decision on the potential candidates.

The salient features of the Nomination and Remuneration Policy of the Company are outlined in the Corporate Governance Report which forms part of this Annual Report. The Policy is also available on the website of the Company at www.ksoils.in.

15. BOARD/LIQUIDATOR MEETINGS

During the period under review, no meeting of Board of Directors held after the Commencement of Corporate Insolvency Process. Further the power of the Board of Directors of the Company was suspended till February 03 2025.

One meeting of the Liquidator was held for the purpose of reconstitution of the Board i.e. February 07, 2025, pursuant to NCLT order.

16. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the period under review, there is no separate meeting of Independent Director was under CIRP and the power of Board of Directors was suspended till February 03 2025.

17. COMMITTEES OF BOARD

During the period under review, the power of the Board of Director (including committees thereof was suspended). However, after closure of Financial Year, your Company has constituted several committees of the Board which have been established as part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes

Your Board has 03 (three) mandatory committees, namely,

1. Audit Committee;

2. Nomination & Remuneration Committee (NRC); and

3. Stakeholders Relationship Committee (SRC);

The details with respect to the composition, powers, roles, terms of reference, number of meetings, etc. of the Committees

held during financial year 2024-25 and attendance of the members at each committee meeting, are provided in the Corporate Governance Report which forms part of this Report. All the recommendations made by the Committees of the Board including the Audit Committee were accepted by the Board.

18. ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS

During the Fiscal, CIRP & Liquidation was at the helm of affairs of your Company and powers of the Board vested with him. Also, the strength of the Board was Five throughout the year till the end of CIRP & Liquidation period.

Pursuant to the reconstitution of the Board on February 07, 2025 by Monitoring Committee (MC) of your Company, the powers of the Board of Directors stood vested back on this day. Accordingly, the Annual evaluation of Board, its committees and individual directors required under Section 134 (p) does not arise and may be construed as not applicable.

19. DIRECTORS RESPONSIBILITY STATEMENT/RESOLUTIONAL PROFESSIONAL

Members may kindly note that during the CIRP period i.e. from July 21, 2017 and continuing till February 07, 2025, the IRP/RP /CoC / Liquidator/ SCC were entrusted with the Management of the affairs of the Company.

The reconstituted Board is submitting this report and 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 and till the time and date of reconstitution (February 07, 2025) of the Board.

Accordingly, pursuant to Section 134(5) of the Act, the Board (based on the knowledge /information gained by them about the affairs of the Company in a limited period of time and based on the understanding of the then existing processes of the Company) and to the best of their knowledge state:

i. That in the preparation of annual accounts for the financial year ended 2024-25, the applicable Accounting Standards have been followed along with proper explanation relating to material departure;

ii. That the Board has continued with such accounting policies as were adopted, made judgments and estimates that are reasonable and prudent so as to give a reasonably true and fair view of the state of affairs of the Company at the end of the financial year ended 31^st March, 2025 and of the profit or loss of the Company for that period;

iii. That the annual accounts for the financial year ended 31^st March, 2025 have been prepared on a going concern basis as explained herein above in the preamble;

iv. That proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

v. that Internal financial controls which were laid down and followed by the company on the date of reconstitution of the Board, along with the necessary steps and changes in the Management Structure that have been taken to improve the internal financial controls during CIRP are operating effectively; and

vi. that proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

20. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that pursuant to the provisions of Section 118(10) of the Act, the Company has complied with the applicable provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) from the date of reconstitution of the Board i.e. February 07, 2025.

21. EXTRACT OF ANNUAL RETURN

The draft Annual Return of the Company as on March 31, 2025, in prescribed e-form MGT-7 in accordance with Section 92(3) read with Section 134(3)(a) of the Act, is available on the Companys website at www.ksoils.in.

22. RELATED PARTY TRANSACTIONS

During the year under review, the Transaction of Related Party Transaction is disclosed in the Note 31 to the financial statements FY 2024-25 which set out related party disclosures in terms of the provisions of Companies Act 2013 & SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

23. AUDITORS AND AUDITORS REPORT Statutory Auditor

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s Devesh Parekh & Co, (Firm Registration No. 013338N) were appointed as the Statutory Auditors for a period of 5 years at the 35th AGM of the Company to hold office from the conclusion of the 35th AGM up to the conclusion of this 39th AGM of the Company on such remuneration as was approved by the shareholders, at remuneration of INR 100,000/ - per annum.

Now, M/s Devesh Parekh & Co. will have completed their term of appointment, accordingly, Upon recommendation of the Audit Committee, the Board of Directors at their Meeting held on August 12, 2025 have recommended the appointment of M/s NJG & Co., Chartered Accountants (Firm Registration No. 019718N), as the Statutory Auditors of the Company for a period five consecutive years from the conclusion of the 39th AGM till the conclusion of the 44th AGM to be held in the year 2030, subject to the approval of the shareholders of the Company.

The Company has received written consent from M/s NJG & 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 the y hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

Statutory Auditors Report

The Auditors Report on standalone financial statements of the Company for the financial year ended March 31, 2025, forms part of the Annual Report. The said report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualifications, reservations or adverse remarks. The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further explanation and comments.

“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”.

Cost Auditor

During the period under review, the Company was in 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.

The 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 2017-18 to 2024-25. further, we also want to bring this to attention that during the reported period, Company was not in operations. Since, the commencement of operations of the company has not commenced, the requirement of Cost Audit is not applicable for FY 2024-25.

Secretarial Auditors and Report

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 is appointed M/s KRR & Company, a firm of Company Secretaries in Practice to undertake the secretarial audit of the company for the Financial Year 2024-25. The report of Secretarial Audit is annexed to this report as Annexure I.

the observations made by the Secretarial Auditors, in their Report for the financial year 31st March 2025, read with the explanatory notes therein, are self-explanatory and, therefore, do not call for any further explanation or comments.

24. CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2024-25, the company is not fall under Section 135 of the Companies Act, 2013 read with

Companies (Corporate social Responsibility Policy) Rules, 2014. Therefore, there is no requirement to constitute the Corporate Social Responsibility Committee.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Details regarding Energy Conservation: Since the Company was under the process of the CIRP & Liquidation, which should furnish this information, the question of furnishing the same does not arise.

Details regarding T echnology Absorption: Company is not involved into any kind of manufacturing activities. Therefore, no technology absorption is required.

Details regarding Foreign Exchange Earnings and Outgo: There have been neither any earnings nor outgoing of foreign exchange during the year under review.

26. 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, 2021. 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.

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

During the period under review, company was in CIRP, the Erstwhile Resolution Professional/Liquidator was appointed to manage the affairs of the management under the supervision of Committee of Creditors (“CoC”)/ Stakeholder Consultation Committee (“SCC”).

The Board was reconstituted on February 07, 2025 and are in the process to established a vigil mechanism and formulated a Whistle-Blower Policy, which is in compliance with the provisions of Section 177(9) & (10) of the Act and Regulation 22 of the Listing Regulations, to deal with instances of fraud and mismanagement, if any.

The Reconstituted Board is not to be considered responsible to discharge fiduciary duties with respect to whistle blower

28. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The details in respect of internal financing control and their adequacy are included in the financial Statement of the Company, which forms part of this report. The Board was reconstituted on February 07, 2025 and are in the process to established a vigil mechanism and formulated a Whistle-Blower Policy, which is in compliance with the provisions of Section 177(9) & (10) of the Act and Regulation 22 of the Listing Regulations, to deal with instances of fraud and mismanagement, if any.

The Reconstituted Board is not to be considered responsible to discharge fiduciary duties with respect to whistle blower policy for the Financial year 2024-25.

29. RISK MANAGEMENT

During the period under review, as the power of Board has suspended which includes Board Committee also. Although the Applicability of Risk Management is not applicable to the Company.

30. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The company was admitted into Corporate Insolvency Resolution Process (“CIRP”) under the provisions of the Insolvency and Bankruptcy Code, 2016 (“IBC”) before the Ahmedabad Bench of Honble National Company Law Tribunal (“Honble NCLT) vide order dated July 21, 2017. Thereafter, the Honble NCLAT passed an order dated March 16, 2021commencing liquidation of the Company.

During the year under review, the Company did not have a policy on the Prevention of Sexual Harassment (POSH) as the Board of Directors stood suspended and the Company remained non-operational. Accordingly, no complaints pertaining to sexual harassment were reported during the financial year 2024-25.

31. DISCLOSURES UNDER MATERNITY BENEFIT ACT 1961

The company was admitted into Corporate Insolvency Resolution Process (“CIRP”) under the provisions of the Insolvency and Bankruptcy Code, 2016 (“IBC”) before the Ahmedabad Bench of Honble National Company Law Tribunal (“Honble NCLT) vide order dated July 21, 2017. Thereafter, the Honble NCLAT passed an order dated March 16, 2021commencing liquidation of the Company.

During the year under review, the Company remained non-operational and did not have any women employees on its rolls. Accordingly, the provisions of the Maternity Benefit Act, 1961 were not applicable to the Company during the financial year 2024-25.

32. LISTING WITH STOCK EXCHANGES

Name	Address	Code
BSE Limited	1st Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001	526209
National Stock Exchange of India Limited	Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai- 400 051	KSOILS

Company has received the circulars from BSE Limited and National Stock Exchange of India Limited, the status of the Company has been changed from “delisted to suspended" w.e.f. May 05,2025.

33. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

Pursuant to Provision of Regulation 55A of the SEBI (Depositories and Participants) Regulations, 1996, M/s KRR & Company, Practicing Company Secretaries, under took the Reconciliation of Share Capital Audit on a quarterly basis. 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, 2025, 23,22,83,277 Equity Shares stand with the NSDL Account and 22,47,14,475 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.

After tookover of KSOILS, new management is in the process of filing the application of listing to the stock exchange for the change in capital structure as discussed in above.

35. 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- III to this Report.

The Certificate from the practicing Company Secretary M/s Rajeev Raj Kumar, 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.

A Certificate of the Chairman cum Managing Director and 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 to the Audit Committee/RP/IRP, is annexed to the Report on Corporate Governance. Hence, the reconstituted new board is not to be considered responsible to discharge fiduciary duties with respect to Corporate Governance for the Financial year 2024-25.

Further, the company was in CIRP till February 07, 2025, the power of the board was suspended and affairs of the Company was managed by Resolution Professional/Liquidator till the date of Reconstitution of the Board. Hence, management and discussion analysis is not applicable during this year

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

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 2024-25 of the Company, pursuant to Orders passed by the Honble NCLT dated February 03, 2025, in relation to the Liquidation process as per IBC 2016.

The Company was admitted into Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016 (“IBC”) before the Ahmedabad Bench of Honble National Company Law Tribunal (“Honble NCLT) vide order dated July 21, 2017. Thereafter, the Honble NCLAT passed an order dated March 16, 2021commencing liquidation of the Company.

Thereafter, the Liquidator conducted an e-auction for sale of the Company on December 22, 2023. Soy-Sar Edible Private Limited (“SEPL” / “Successful Bidder” / “we” / “our”) submitted the highest bid and was declared the successful bidder for acquisition of KS Oils Limited as a going concern. SEPL, acting as the SPV, approached the Honble Adjudicating Authority for requisite directions and approvals for effecting transfer of the Corporate Debtor. The Honble NCLT, Indore Bench, passed an order in the matter on February 3, 2025.

Pursuant to NCLT order, the Corporate Debtor shall stand revived on a clean slate basis, whereby all claims, liabilities, demands and proceedings against the Corporate Debtor has been settled, shall stand extinguished and no person shall be entitled to initiate or continue any action in respect thereof.

Further, upon the NCLT order coming into Effect, the Board has been reconstituted and the new management is in the process to ensure the compliance to the extent possible required for the Company to continue its active status with the MCA.

Following summary has been extracted from the order approved by the Honble NCLT Indore Bench:

a) Reconstitution of the Board of Directors:

As per the Honble NCLT order dated February 03^rd, 2025 Liquidator has been constituted for the implementation of the approved NCLT Order. In Liquidator meeting held on February 07, 2025 Board of Directors of the Company has been reconstituted as follows:

Name of Directors	DIN	Category
1 Hemant Jain	08878484	Executive Director
2 Vinod Kumar Trivedi	09436368	Executive Director
3 Aman Bhutoria	08010368	Executive Director
4 Latha Venkatesh	06983347	Independent Director
5 Deepa Singhal	06435360	Independent Director
6 Balveermal Kewalmal Singhvi	05321014	Independent Director

b) Reduction of Share Capital and New paid-up share capital of the Company:

Entire shareholding of Promoter & Promoter Group (being the erstwhile Promoters) in the Company consisting of 3,46,02,105 (Three Crore Forty Six Lakhs Two Thousand One Hundred Five) equity shares of INR 1 (Indian Rupee One only) each aggregating to INR 3,46,02,105 (Indian Rupees Three Crore Forty Six Lakhs Two Thousand One Hundred Five only) issued; subscribed and paid up share capital as on Record Date shall be reduced, cancelled and extinguished without any payment; and

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.

Out of the total sale consideration of ^218,91,87,616 (including interest), the applicant proposed to allocate ^16,13,39,614 as share application money for the issuance of 16,13,39,614 equity shares of ^1 each to the SPV, namely Soy-Sar Edible Private Limited. However, the request to acquire CRPS valued at ^259.88 crore for ^10 is rejected. The balance amount will be treated as a deposit/term loan extended by the SPV to the Corporate Debtor.

Due to the rounding off for public shareholders, additional 990 shares were allotted, which is beneficial to them. The equity shareholding post-capital restructuring will be as per below:

Shareholders	% equity shareholding	Number of Equity shares
Equity shares of Face Value INR 1/- each
SPV	95%	16,13,39,614
Public	5.00%	84,92,549
Total	100%	16,98,32,163

c) Cessation of the erstwhile Directors of the Company:

As per the approved NCLT order, the successful acquirer applicant inducted as the new promoters of the Company and the erstwhile promoters and Directors vacated the office.

Pursuant to the order of the Honble NCLT dated February 03, 2025 the Directors & Key Managerial Personnel (KMP) of the Company were deemed to have resigned/Vacation of the office w.e.f February 07, 2025 as noted in the Meeting of Liquidator held on February07, 2025.

d) The Company was delisted from the BSE & NSE w.e.f from May, 2018, during the moratorium period under Section 14 of IBC, 2016. By of its order dated 03.02.2025, the NCLT has approved the relief for relisting of the Equity shares capital of the Company.

Company has filed an Initial application filed with both stock exchanges for relisting of KS Oils Equity pursuant to NCLT Order (Indore Bench, dated 03-02-2025). In Subsequent to this NSE & BSE issued circular directing change of status of KS

Oils from Delisted to Suspended, effective 05-05-2025. Further, Company has filed an application for listing of new share capital to both the Stock Exchange i.e. on September 06, 2025 with BSE via online submission and on October 15, 2025 with NSE pursuant to NCLT order.

37. REPORTING PERIOD

The Financial Information is reported for the period April 01, 2024 to March 31, 2025. Some parts of the Non-Financial Information included in this Boards Report are provided as of the date of this Report.

38. INDIAN ACCOUNTING STANDARDS

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, 2016, the Company has transitioned to Ind AS. The transition is carried out from accounting principles generally accepted in India being the previous GAAP.

Accordingly, the annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.

39. 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.

	By the Order of the Board of Directors
	For K. S. Oils Limited
	Aman Bhutoria	Vinod Kumar Trivedi
	Whole Time Director	Director
	DIN: 08010368	DIN: 094363368
Date: 14.11.2025
Place: Gurgaon