Kotyark Industries Ltd Directors Report

As on March 31, 2025, Kotyark Industries Limited has the following subsidiaries companies namely:

i. Kotyark Agro Private Limited, a Wholly Owned Subsidiary Company incorporated on July 07, 2022

ii. Kotyark Bio Specialities Limited, a Subsidiary Company incorporated on December 14, 2023*

iii. Semani Industries Limited, a Wholly Owned Subsidiary Company incorporated on January 30, 2024

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (“Act”), a statement containing salient features of the financial statements of the above mentioned Subsidiaries Companies in Form AOC - 1 is annexed as Annexure - A, of this Annual Report.

*Note: On January 18, 2024, the status of Kotyark Bio Specialities Limited changed from a Wholly Owned Subsidiary to a Subsidiary Company. This change occurred due to the issuance of equity shares on a rights issue basis by Kotyark Bio Specialities Limited. Kotyark Industries Limited, which initially held 100% ownership, renounced its rights to these shares in favor of other shareholders.

Pursuant to the provisions of Sections 129 and 133 of the Act read with the Companies (Accounts) Rules, 2014 and as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company has prepared Consolidated Audited Financial Statements consolidating financial statements of its following subsidiary companies with its financial statements in accordance with the applicable provisions namely:

1. Kotyark Agro Private Limited, a Wholly Owned Subsidiary Company

2. Kotyark Bio Specialities Limited, a Subsidiary Company

3. Semani Industries Limited, a Wholly Owned Subsidiary Company

The Consolidated Audited Financial Statements along with the Independent Auditors Report thereon are annexed herewith and forms part of this Report and the summarized consolidated financial position is provided in financial highlights stated above.

During the financial year under review, the Company does not have any joint venture/associate Company.

During the year, there was no change in Registered Office of the Company.

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

During the year under review, there were no such significant and material orders passed by the regulators or courts or tribunals which could impact the going concern status and Companys operations in the future.

There were following material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

• During the year under review, the Honourable Agriculture Minister of Rajasthan, along with his team, conducted a surprise visit and investigation at the Companys manufacturing unit located at F-86 to F-90, RIICO Industrial

Area, Swaroopgunj, District Sirohi, Rajasthan - 307023 on 02.07.2025. During the said visit, certain preliminary observations were made by the officials in relation to the Companys operations and allegations regarding tax compliance.

• The Company strongly denies such allegations and reiterates that it strictly adheres to all applicable laws, including tax regulations, while conducting its operations with full transparency. The Company is fully cooperating with the concerned authorities and, as on the date of this Report, no formal notice or written communication has been received in this regard.

• The said visit has not impacted the ongoing manufacturing operations of the Company in any manner and the Rajasthan plant continues to remain fully operational and functional.

• The Company has also noticed certain speculative and unverified information circulating on social media platforms which may not reflect the true and fair picture of the situation. Stakeholders and investors are therefore advised not to rely on such unverified information and to consider only official communications issued by the Company and/or regulatory authorities.

• Further, in continuation of the aforesaid development, on July 02, 2025, a complaint was subsequently filed by the Deputy CEO of the Bio-Fuel Authority alleging certain non-compliances, which the Company strongly denies. It is pertinent to note that the Company had duly applied for renewal of its Bio-Fuel registration in July 2022, prior to the expiry of its earlier license. As no final decision was taken by the Authority despite repeated submissions, the Company approached the Honble High Court of Jodhpur. The Court has granted interim relief in favour of the Managing Director and directed cooperation with the ongoing inquiry. The Company reiterates its commitment to compliance and confirms that its operations remain unaffected.

The details of the credit ratings assigned to the Companys banking facilities are as follows:

These ratings reflect the Companys financial discipline and creditworthiness. The assigned ratings provide assurance to stakeholders regarding the Companys ability to meet its financial commitments in a timely manner.

During the year, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

During the year under review, the Board of Directors of the Company approved the proposal for migration of the Companys equity shares from the NSE SME Platform to the Main Board of NSE and BSE. The said proposal was subsequently approved by the shareholders of the Company through Postal Ballot conducted from December 26, 2024 to January 24, 2025.

Pursuant thereto, the Company filed its application for inprinciple approval for migration with NSE and BSE on January 28, 2025 along with all requisite documents. However, the Company has received a communication from NSE on February 03, 2025 informing that the Companys scrip has been placed under Enhanced Surveillance Measure (ESM) category. As per the extant guidelines, migration application can be processed only after a cooling period of two months from the date of exit from surveillance/trade-to-trade category.

Accordingly, the Company shall make a fresh application to NSE and BSE once its equity shares are out of any surveillance framework and the cooling period requirement is complied with.

Kotyark Industries Limited has received approval for the registration and issuance of Carbon Credits under Verra, a leading global standard for Carbon certification. This landmark accomplishment earmarks Kotyark Industries Limited as the first Indian Company in the Bio Diesel sector to be acknowledged this achievement.

The approval of carbon credits is a testament to our commitment to sustainability and environmental responsibility. Our Company has consistently led the charge in implementing innovative and eco-friendly practices within the Bio Diesel industry, and this acknowledgment by the pertinent authorities further solidifies our position as a pioneer in this domain.

By adopting innovative and eco-friendly practices, Kotyark Industries Limited has successfully earned 57,874 carbon credits from the period of 15^th September 2020 to 31^st March 2022 as per confirmation mail received from Verra registry dated 02^nd March 2024. This feat is not only a testament to our dedication towards minimizing our environmental footprint but also establishes us as a leader in the sustainable evolution of the Bio Diesel sector. This accomplishment is not only a reflection of our Companys ethos but also underscores our commitment to contributing to the larger national and global environmental goals. We firmly believe that sustainability serves as a fundamental driver for long-term success, and we remain dedicated to playing our role in fostering a greener and more sustainable future.

We are confident that this milestone, coupled with the prospect of accruing additional income over the ensuing of approx 21 years, will be met with favor by the Company and our stakeholders.

Kotyark Industries Limited has received a Certificate of Recognition from Infinite Solutions, an esteemed international Environment & Sustainability Consulting Company. This recognition acknowledges Kotyark Industries Limited as the worlds first project to produce biodiesel registered under the Voluntary Carbon Mechanism (VCS, GS, GCC, etc.), with Project ID: VCS 3095.

This recognition is a significant milestone for our Company and reflects our dedication to innovative and sustainable practices in the biodiesel sector. We believe this achievement will enhance our reputation in the market and support our ongoing efforts towards sustainable development.

There is no change in the Authorized, Issued, Subscribed and Paid-up share capital during the financial year.

During the Financial year, there has been no change in the Authorized Share Capital of the Company. As at March 31,2025, the authorized share capital is 23,00,00,000.00 (Rupees Twenty-Three Crore Only) divided into 2,30,00,000 Equity shares of 10.00 (Rupees Ten Only) each.

During the year under review, no changes took place in the Issued, Subscribed & Paid-Up Capital of the Company. Consequently, As at March 31, 2025, the Issued, Subscribed and Paid up capital of the Company stands to 10,27,91,160.00 (Rupees Ten CroreTwenty Seven Lakhs Ninety One Thousand One Hundred Sixty Only) divided into 1,02,79,116 equity shares of face value of 10.00 (Rupees Ten Only) each.

During the period under review, your Company has not bought back any of its securities/has not issued any Sweat Equity Shares/has not issued shares with Differential Voting rights/has not issued any shares under Employee stock option plan and there has been no change in the voting rights of the shareholder.

During the F.Y 2024-25, Kotyark Industries Limited has applied for the Tender of Supply of Bio diesel issued by the OMC for various location in india and the company has been awarded with the allocation of the order of supply of Bio diesel against their tender application and the same has been already disseminated with the exchange for the public information.

The updated status as on March 31,2025 of the OMC order book till F.Y. 2024-25 are mentioned in below table

*Link of NSE w.r.t OMC order update:

Note: The Company shall receive the Letter of Indent (LOI) and Purchase Order (PO) in due course. The supply of bio diesel is subject to the Company receiving LOI (Supply order) within the reasonable time period before expiry date mentioned in respective PO. Historically, we have observed that LOI for some of the allocation quantity were not received.

All the Related Party Transactions entered into during the financial year were on an Arms Length basis and in the Ordinary Course of Business. The disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013, in Form AOC-2 is attached as Annexure - B.

The details of the related party transactions for the financial year 2024-25 is given in notes of the financial statements which is part of Annual Report.

In terms of the provisions of 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, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said

rules will be available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished on request.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

Disclosures relating 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 - C, which forms part of this Report.

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

None of the Directors is disqualified as on 31^st March, 2025 from being appointed as a Director under Section 164 of the Act.

As on the date of this report, the Board comprises of the following Directors;

During financial year 2024-25, In accordance with Section 203 of the Companies Act, 2013,

• Mr. Gaurang Rameshchandra Shah who is acting as Chairman cum Managing Director of the Company.

• Mrs. Dhruti Mihir Shah has appointed as Whole time Director & Chief Financial Officer of the Company.

• Mr. Bhavesh Nagar appointed as a Company Secretary and Compliance Officer of the Company w.e.f. December 01, 2022.

During the financial year 2024-25, Mr. Amish Dhirajlal Shah has resigned from his position as Chief Financial Officer of the Company, effective September 04, 2024. In his Place Mrs. Dhruti Mihir Shah, who is Whole time director of the Company, has appointed as Chief Financial Officer of the Company w.e.f. September 05, 2024.

Mrs. Bhaviniben Gaurang Shah (DIN: 06836934), Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules,

2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered herself for re-appointment.

Appropriate business for her re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 (“SEBI Listing Regulations”) and Secretarial Standard, of the person seeking re-appointment/appointment as Director are also provided in Notes to the Notice convening the 09^th Annual General meeting.

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has Three Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Act. All the Independent Directors of the Company have registered themselves in the Independent Director Data Bank. Further, In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

A separate meeting of Independent Directors was held on March 20, 2025 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The Company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has framed policy on Corporate Social Responsibility. As part of its initiatives under CSR, the Company has identified various projects/activities in accordance with Schedule VII of the Act.

The details of CSR activities undertaken during the financial year 2024-25, as required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, are annexed as Annexure - D and forms part of this report.

Pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 (as amended), the Board of Directors, on the recommendations of the Audit Committee, of the Company, has appointed M/s. Ravi Shah & Co., Chartered Accountants, Nadiad, [ICAI Firm Registration No.: 121394W], as the Internal Auditors of the Company for the financial year 2024-25.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, during the financial year, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications hence, do not call for any further explanation/s by the Company.

In line with the requirements of Section 139(2) the Companies Act, 2013, M/s. Manubhai & Shah LLP., Chartered Accountants,

Ahmedabad (FRN: 106041W), was appointed as Statutory Auditor of the Company at the 08^th AGM held on September 27,

2024 for a term of 2 year to hold office from the conclusion of the said meeting till the conclusion of 10^th AGM to be held in the year 2026.

The statutory Auditors Report forms part of the Annual Report. The Auditors Report issued by the Statutory Auditors, M/s. Manubhai & Shah LLP, on the Standalone and Consolidated Financial Statement for the financial year ended 31^st March,

2025 are with unmodified opinion, self-explanatory and do not call for any further comments. The Statutory Auditors Report does not contain any qualification, reservation or adverse remark on the financial Statements of the Company. The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. SCS and Co. LLP, Practicing Company Secretaries, Ahmedabad, to

conduct Secretarial Audit of the Company for the FY 2024-25. The Secretarial Audit Report in Form MR-3 for the financial year 2024-25 is annexed to this report as an ANNEXURE - E.

There have been few common annotations reported by the above Secretarial Auditors in their Report with respect to:

There have been few common annotations reported by the above Secretarial Auditors in their Report with respect to: (Contd.)

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies act, 2013. Accordingly, such accounts and records are not made and maintained by the Company.

During the year under review, neither the Statutory Auditors, Internal Auditors, or the Secretarial Auditors have reported to the Audit Committee, under Section 143 (12) of the Act, any instances of fraud committed by the Company or against your Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 13 (Thirteen) times as April 08, 2024, May 17, 2024, September 04, 2024, September 23, 2024, October 21,2024, October 29, 2024, December 18, 2024, December 24, 2024, January 11,2025, January 21,2025, February 17, 2025, March 18, 2025 and March 20, 2025.

The details of attendance of each Director at the Board Meetings are given below:

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

The detail of last three Annual General Meetings and passing of Special Resolutions, are given as follows:

GENERAL MEETINGS: (Contd.)

Details of Special Resolutions passed by the members of Company by way of Postal Ballot during F.Y. 2024-25 are as under:

The Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.

The Internal Auditors of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee.

The Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting was observed.

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

Your Company has formed Audit Committee in accordance with the provisions Section 177 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof.

During the year under review, Audit Committee met 06 (Six) times viz. on May 17, 2024, September 04, 2024, September 23, 2024, October 29, 2024, December 24, 2024, and March 20, 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meetings are held for the purpose of reviewing the specific item included in terms of reference of the Committee. The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company is the regular invitee at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Audit Committee Policy/Charter:

Whistle Blower Policy/Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Companys Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time.

The Company hereby affirms that no Director/employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof. The Company has constituted Stakeholders Grievance & Relationship Committee mainly to focus on the redressal of Shareholders/ Investors Grievances, if any, like Transfer/Transmission/Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants, etc.

During the year under review, Stakeholders Relationship Committee met 4 (Four) times viz. on May 17, 2024, September 04, 2024, October 29, 2024, and February 17, 2025

The composition of the Committee and the details of meetings attended by its members are given below:

During the year, the Company had received 53 Queries/complaints from the Shareholders on e-mail and all the queries/complaints were resolved. There was no complaint pending as on March 31,2025.

Stakeholders Relationship Policy/Charter:

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

During the year under review, Nomination and Remuneration Committee met 3 (Three) times viz. on September 04, 2024, January 21, 2025, and March 20, 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

To foster a positive workplace environment free from harassment of any nature we have framed Prevention of Sexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of the

Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company is committed to creating and maintaining a safe and conducive work environment to its employees without fear of sexual harassment, exploitation and intimidation. Further, the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review:

a) number of complaints of sexual harassment received in the year - NIL

b) number of complaints disposed off during the year - NA

c) number of cases pending for more than ninety days - NA

The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules 2014:

The Company is in compliance with the applicable Secretarial Standard issued by the Institute of Company Secretaries of India and approved by the Central Government.

Securities and Exchange Board of India (“SEBI”) has pursuant to circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 on July 31, 2023 as amended by corrigendum ref. no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, and further a master circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated August 11, 2023 (“Master Circular”) introduced a common Online Dispute Resolution (“ODR”) Portal to facilitate online resolution of all kinds of disputes arising in the Indian Securities Market. The dispute resolution through the ODR Portal can be initiated when within the applicable law of limitation.

The SMART ODR Portal has been setup by the 7 Market Infrastructure Institutions (MIIs) together with the participation of reputed ODR Institutions

Process to follow by Shareholders for their grievances/complaints/disputes:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Companys shares.

Maintenance of Structured Digital Database (“SDD”) has been mandatory since April 1,2019 in view of the relevant provisions under the SEBI (Prohibition of Insider Trading) Regulations, 2015 (‘PIT Regulations). The Company has installed SDD Services. Company regularly updates entries in this software and submitted report quarterly to stock exchanges under Regulation 3(5) & (6) of PIT Regulations.

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of Section 134(3) (p) the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners:

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

• In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

During the Financial Year 2024-25, there was no application made and proceeding initiated/pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, conflrm that:

a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) The Directors had taken 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;

d) The Directors had prepared the annual accounts for the year ended March 31,2025 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks. At present, the Company has not identified any element of risk which may perceptibly threaten the existence of the Company.

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our Company has been listed on Emerge Platform of National Stock Exchange of India Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the Company.

Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review, Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report.

During the year under review, industrial relations remained harmonious at all our offices and establishments.

Company is in Compliance with the Maternity Benefit Act, 1961. However, no maternity benefit was claimed during the year.

No such incidence took place during the year.

The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the Act and Listing Regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iii) There is no revision in the Board Report or Financial Statement;

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures as on March 31,2025

(Information in respect of each subsidiary presented with amount in )

The Company does not have any associate and Joint Ventures and hence reporting under the said rule is not applicable to the Company.

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms length basis: NIL

2. Details of contracts or arrangements or transactions at arms length basis: NIL

Section 197(12) of the Companies Act, 2013 read with Rules Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

* Resigned w.e.f. 04.09.2024 ** Appointed as CFO w.e.f. 05.09.2024

There is an increase of 3.73% in the median remuneration of Employees who in the employment with the Company during whole financial year in F.Y. 2024-25.

148 Employees (including KMPs)

There is a increase of 22.80% average salary although the no. of employees was increased in the current financial year whereas there was a increase of 70.00%, 122.22% and 10.00% in the remuneration of Chairman cum Managing Director, Whole time Director & CFO and Company Secretary in the F.Y.2024-25 respectively.

The Increase in the average salary of employees during FY 2024-25 due to increase in the employees of the companies and increase in the remuneration of Chairman cum Managing Director and Whole-time director was approved by the shareholders in the Annual General Meeting held on 27.09.2024 and increase in salary of Company Secretary as part of internal policy of employment.

It is hereby affirmed that the remuneration paid is as per the Remuneration Policy of the Company.

1. For considering Median and Average remuneration of employees, only those employees who were with the Company throughout the Financial Year 2024-25 have been considered.

2. Ratio against median employees remuneration in respect of Non-Executive Directors are not provided since they are not being paid any remuneration for serving the Company in capacity of Non-Executive Directors.

3. For Counting No, of employees on rolls of the Company, we have considered only those employees for who were in the employment for 12 months during F.Y 2024-25 and those employees who were in the employment as on March 31,2025.

[Pursuant to clause (o) of Sub-Section 3 of Section 134 of the Act, Section 135 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended]

The Kotyark Industries Limited understands its responsibility towards the society in which it operates and is initiating small but significant steps in bringing positive changes in the environment for sustainable development taking into consideration the interests of various stakeholders. With the rapidly changing corporate environment, more functional autonomy, operational freedom etc., the Company has adopted CSR policy (“Policy”) as a strategic tool for sustainable growth. For the Company in the present context, CSR policy adopted by the Company is not just a tool of investment of funds for Social Activity but is also an effort to integrate Business processes with Social processes.

According to Section 135(9) of the Companies Act, 2013, if a Companys expenditure under sub-section (5) is less than fifty lakh rupees or it does not have any funds in its Unspent Corporate Social Responsibility Account as per sub-section (6) of section 135, then the obligation to form a Corporate Social Responsibility Committee under sub-section (1) does not apply. In such cases, the functions of such Committee provided under this section shall be discharged by the Board of Directors of such Company. Therefore, Company doesnt require to constitute Corporate Social Responsibility Committee.

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report) n.a.

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