Sayaji Industries Ltd Directors Report

To

THE SHAREHOLDERS,

Your directors have pleasure in presenting the 84^th annual report together with audited statements of accounts of the company for the financial year ended 31^st March, 2025.

FINANCIAL RESULTS:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total income	99,448.67	94,386.18	1,03,627.72	97,802.01
Operating profit before interest,
depreciation and taxation	2,320.71	1,057.03	2,108.85	798.91
Gross profit	506.38	(277.45)	186.22	(696.27)
Profit before exceptional item & tax	(1,383.16)	(1,863.03)	(1,333.01)	(1,889.80)
Exceptional item	-	-
Profit after exceptional item but before tax	(1,383.16)	(1,863.03)	(1,333.01)	(1,889.80)
Tax expenses	(236.64)	(731.14)	(232.77)	(722.97)
Profit after tax	(1,146.52)	(1,131.89)	(1,110.24)	(1,166.83)
Other comprehensive income	(78.54)	(45.38)	(79.14)	(45.77)
Total comprehensive income	(1,225.06)	(1,177.27)	(1,189.38)	(1,212.60)
Earnings per share	(18.14)	(17.91)	(17.74)	(18.56)

YEAR IN RETROSPECT:

During the year under review, the company continued facing challenges stemming from the worsening geopolitical situation, use of corn to manufacture ethanol, rise in the prices of maize and the cost of other essential inputs. Despite these hurdles, the management worked diligently to mitigate the impact by attempting to pass on these increased costs to customers while striving to secure optimal pricing for the companys products. While not all of the increased costs could be transferred to customers due to increased domestic and international competition, the company took proactive measures to remain competitive in the market. However, despite this the company experienced loss for the year ended 31^st March, 2025. However, this situation has provided valuable insights for future strategies. The company successfully expanded its grinding capacity to more than 850 tons per day, leading to increased grinding activity. This increased activity is expected to enhance the operational efficiency and will also positively impact the top line. The company is also actively looking to reduce the costs at all levels. During the current financial year the company has commenced its solar plant of the capacity of 4.5 MW which is expected to reduce power cost of the company by reducing the dependence on purchased energy. All the aforesaid factors are expected to position the company for improved performance in the upcoming periods. The management remains committed to leveraging these advancements to drive growth and improve profitability moving forward.

A) RESULTS ON STANDALONE BASIS :

During the year under review, there has been a slight reduction in maize grinding as compared to previous year due to various. Despite this, The total income of the company is Rs 99,448.67 lakhs as against Rs 94,386.18 lakhs in the previous year which indicates an increase of 5.36% for the reasons indicated earlier. This is mainly due to increase in the other income of the company and a marginal rise in the price of finished products of the company to compensate increased cost of raw materials. The price of maize during the year under review remained high as compared to the previous year. Cost of some other inputs has also increased. As indicated the company could pass on only some portion of such increased cost to its customers. As a result of this the bottom-line of the company suffered as compared to previous year. Your directors inform that your company has continued to utilize its working capital effectively as a result of which there has been less utilization of working capital limits sanctioned by the bank despite of increase in the turnover of the company. The liquidity position is adequate to service all interest and debt repayments.

The EBITDA of the company during the year under review improved to Rs 2320.71 lakhs as against Rs 1057.03 lakhs in the previous year. The gross profit of the company increased to Rs 506.38 lakhs as against (277.45) lakhs in the previous year. The profit before tax of the company stood at (1383.16) lakhs as against (1863.03) lakhs in the previous year and profit after tax declined to (1,146.52) lakhs as against (1131.89) lakhs in the previous year.

Keeping in view, the financial performance of the company as mentioned above and also considering the requirements of funds for the proposed expansion and modernization plans of the company in the times to come, your directors do not recommend any dividend for the financial year 2024-25.

B) RESULTS ON CONSOLIDATED BASIS :

There has been an improvement in the turnover of Alland & Sayaji LLP, the joint venture of your company and also that of Sayaji Seeds LLP, the subsidiary of your company. During the year under review, on a consolidated basis, the total income of your company increased to 1,03,627.72 lakhs as against Rs 97,802.01 lakhs in the previous year. The Gross Profit of the Company stood at Rs 186.22 lakhs as against. (696.27) lakhs in the previous year. During the year under review, the profit before tax of the company stood at

(1,333.01) lakhs as against (1,889.80) lakhs in the previous year. The net profit after tax during the year under review was (1,110.24) lakhs as against

(1,166.83) Lakhs in the previous year.

PROPOSAL FOR ISSUANCE OF BONUS SHARES AND CONSEQUENTIAL ALTERATION IN AUTHORISED SHARE CAPITAL

The Board of Directors of your Company, at its meeting held on 14^th August, 2025, has recommended the issuance of Bonus Shares in the ratio of 3 (Three) fully paid-up equity shares of Rs 5/- (Rupees Five only) each for every 1 (One) fully paid-up equity share held by the Members of the Company, by capitalizing security premium & free reserves.

In order to accommodate the proposed bonus issue and future requirements, the Board has also proposed to increase the Authorised Share Capital of the Company from Rs 5,00,00,000/- (Rupees Five Crore only) to Rs 15,00,00,000/- (Rupees Fifteen Crore only) by creation of additional equity shares of Rs 5/- each, ranking pari-passu in all respects with the existing equity shares of the Company.

The aforesaid proposals are subject to the approval of the Members at the ensuing Annual General Meeting. Upon approval, necessary filings will be made with the Registrar of Companies and the bonus shares will be issued and allotted to the eligible Members whose names appear in the Register of Members/Beneficial

Owners as on the record date to be fixed for this purpose.

FUTURE OUTLOOK :

This year, India is expecting to receive more than normal rain. There are also talks for allowing import of non-gmo maize for cattle feed and also for producing ethanol. All the factors as mentioned above may bring down price of maize which may positively impact the raw material price of the company. The company is witnessing increase in its exports. There has been gradual improvement in the demand for its products and the concentration of the company is more on value added products. There has also been gradual increase in the grinding capacity of the company and there has been efforts to further improve the quality and yield of products with debottlenecking and modernization of equipment. During the current financial year, the company has commenced generating more green energy after commencement of solar plant of the capacity of 4.5 MW. which in turn is expected to reduce the power costs. The company is also looking to sell its spare land at Kathwada which is not being utilized for its business purposes to improve its liquidity. All the efforts as aforesaid are expected to to enhance both the top and bottom lines of the company in the years to come.

Your directors are also hopeful of further improved economic activities in India which may lead to improved demand for the products of the company from sectors like FMCG, pharmaceuticals, textile, food, paper, paints etc. which may positively impact the margins of the company in the current financial year.

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to general reserve.

COMMITTEES OF BOARD

The board of directors has constituted the following committees and the details pertaining to such committees are included in the corporate governance report, which forms part of this annual report.

Audit Committee

Nomination and Remuneration Committee Stakeholders Relationship Committee Corporate Social Responsibility Committee

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

There were 6 (six) meetings of the board held during the year. The details of the meetings of the board and the committees thereof, convened during the financial year 2024-25 are given in the corporate governance report which forms part of this annual report. During the year, all recommendations made by the committees were approved by board.

EXPLANATION TO REMARKS IN THE STATUTORY AUDITORS REPORT AND SECRETERIAL AUDIT REPORT:

A) The statutory audit report for the year 2024-25 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditors; and B) The secretarial audit report for the year 2024-25 does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor appointed by the company.

MAINTENANCE OF COST RECORDS

As specified by the central government under subsection (1) of section 148 of the Companies Act, 2013, the company has maintained cost accounts and records.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(9) the board of directors of the company has framed the "Whistle Blower Policy" as part of the vigil mechanism for directors and employees of the company. The whistle blower policy is disclosed on the website of the company at https://www.sayajigroup.in/investor-relations/

PREVENTION OF INSIDER TRADING

The insider trading policy of the company lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the company. The policy has been formulated to regulate, monitor and ensure reporting of deals by designated person/employees and maintain the highest ethical standards of dealing in companys securities.

SIGNIFICANT & MATERIAL COURT ORDERS

No significant and material orders have been passed by any regulator or court or tribunal which can have an impact of the going concern status and the companys operations in future.

TRANSFER TO IEPF OF EQUITY SHARES AND UNCLAIMED DIVIDEND

In terms of the provisions of Section 125 of the Companies Act, 2013 read with the Companies (Declaration and Payment of Dividend) Rules, 2014, all unclaimed / unpaid dividend up to FY 2016-17 amounting to Rs 7,27,200 /- and all unclaimed / unpaid deposit up to FY 2016-17 amounting to

Rs 84,989/- has been transferred to the Investor Education and Protection Fund. In compliance with the applicable rules and after complying with the requisite formalities, company will be transferring requisite applicable equity shares to the designated demat account of IEPF authority. The details of the shareholders whose shares are liable to be transferred to IEPF can be accessed at companys website viz. www.sayajigroup.in

CREDIT RATINGS

Details pertaining to credit rating is included in the corporate governance report, which forms part of this annual report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company pursuant to the Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has constituted an internal complaints committee. During the year, no complaint was lodged with the internal complaint committee.

MD & CFO CERTIFICATION

Certificate from managing director and chief financial officer of the company, pursuant to the Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year 2024-25 under review was placed before the board of directors of the company at its meeting held on 28^th May, 2025.

SECRETARIAL STANDARD

The company complies with all applicable secretarial standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the financial year ended 31^st March, 2025.

AWARDS AND RECOGNITION :

The company has received in past no. of awards for its products, use of boiler and certifications in recognition of the companys systems. The most recent certifications received by the company are ISO 45001:2018 certification in recognition of companys health and safety management system, ISO 9001:2015 in recognition of companys quality management system and ISO 14001:2015 in recognition of companys environmental management system.

TECHNICAL ASSISTANCE AGREEMENTS:

The company has continued to avail the benefits of technical expertise from M/s Tate & Lyle, Belgium and SIGMA Mudhendislik Makine Sanayi Ve Ticaret Auaturk

Mahallesi, Girne Cad, Turkey. This has enabled it to further improve the technical parameters of the production processes and also improve the quality of its products.

EXPORTS:

Your directors report that the export turnover of the company during the year under review increased to

Rs 14373 lakhs as against Rs 12973 lakhs in the previous year. With gradual expansion of grinding capacities of the company and modernization programs being implemented, your directors hope that there would be further increase in the export turnover of the company in the years to come. The company intends to continue with its long-term export-oriented marketing policy by penetrating more in its existing international market and exploring new avenues for its high value products.

MARKETING:

Your company has been able to maintain and increase its market share for all its products and get better prices for its products due to extensive and effective efforts of the companys sole selling agents, M/s L G & Doctor Associates Private Limited. It is heartening to note that due to efforts on the part of the sole selling agents, despite of increase in the revenue from operations of the company, total receivables at the end of the year remained in control and average credit period has reduced during the year under review.

The directors place on record their appreciation for the persistent untiring efforts of the sole selling agents to find new markets, pursue with the customers for additional orders and to ensure timely collection of dues. The directors also remain assured that with expansion of its capacities and modernization of its facilities the company would be able gain its market share due to efforts on the part of its sole selling agents.

PUBLIC DEPOSITS:

Deposits totaling Rs 12,05,0000 which were due for repayment on or before 31^st March 2025, were not claimed by the depositors on that date. As of the date of this report, the company has repaid Rs 11,00,000 lakhs, and Rs 1,05,000 lakhs remain unclaimed by the depositors.

Your company has accepted the deposits aggregating to Rs 659.5 (including renewed of deposits Rs 444.50 lakhs) during the year under review after complying with the provisions of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014. There has been no default in repayment of deposits or payment of interest thereon during the year under review and there are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

Your directors appreciate the support which the company has received from the public and shareholders to its fixed deposit scheme.

INSURANCE:

All the properties and insurable interests of the company including buildings, plant and machinery, stocks, loss of profit and standing charges etc. are adequately insured.

GREEN INITIATIVE:

During the year under review, the company continued utilization of biogas captured while treating the effluents which are generated from the manufacturing processes of the company. This has resulted into generation of power at a reduced power cost. The company has also commenced generation of more green energy after starting its solar power plant of the capacity of 4.5 MW during the current financial year. This would enable the company to general more green power and further substantially reduce its power cost apart form further reduction of emission of the green house gases into environment and supporting green environment.

MATERIAL CHANGES :

There are no other material changes and commitments affecting the financial position of the company which has occurred between the end of the financial year under review of the company to which the financial statements relate and the date of this report except as mentioned in this report.

DIRECTORS:

Mr. Vishal P Mehta retires by rotation at the forthcoming annual general meeting and being eligible, offers himself for re-appointment.

The board of directors of the company at their meeting held on 30^th March, 2024, appointed Mr. Bharat Pranjivandas Mandalia (DIN-00196069) aged 62 years and Mr. Mrunal Upendra Gandhi (DIN-01915292) aged 53 years as additional directors from 1^st April, 2024, under Section 161(1) of the Companies Act, 2013 and Article 89 of the Articles of Association off the company. They were also appointed as independent non-executive directors of the company under Section 149 of the Companies Act, 2013 for a consecutive period to hold the office from 1^st April, 2024 to 31^st March, 2029. Appointments of Bharat Pranjivandas Mandalia (DIN-00196069) and Mr. Mrunal Upendra Gandhi (DIN-01915292) as independent non-executive directors were approved by the shareholders of the company by way of postal ballot on 29^th June, 2024. The board considers that their association with the company would be of immense benefit to the company.

The approval of members of the company is proposed to be obtained by way of special resolutions at the ensuing annual general meeting for re-appointment of Mr. Vishal P. Mehta as the executive director and joint CEO for the period from 1^st April, 2026 to 31^st March, 2031 and also for the re-appointment of Mr. Amit N. Shah as the whole time director (technical) for the period from 1^st April, 2026 to 31^st March, 2029 on the same terms and conditions. The approval of members is also proposed to be obtained by way of special resolution at the ensuing annual general meeting of the company for payment of same remuneration to Mr. Priyam B. Mehta as the chairman and managing director of the company for the remaining tenure of his appointment from 1^st April, 2026 to 31^st March, 2028.

Consent of the members of the company was obtained by way of special resolution through postal ballot on 29^th June, 2024 for reappointment of Mr. Jaysheel Paranjay Hazarat (DIN 08234136) as Non-Executive Independent Director for the period of five years from 3^rd November, 2023 to 2^nd November, 2028.

Mr. Priyam B. Mehta is the chairman and managing director of the company and has more than four decades of experience in corn wet milling industry. He is assisted by Mr. Varun P. Mehta who is the CEO & executive director of the company since January, 2010 and Mr. Vishal P. Mehta who is also the Joint CEO & executive director of the company since July, 2011. Mr. Amit N. Shah who has been associated with the company for almost four decades is the whole time director (technical) to ensure smooth plant operations. The appointment of the said whole time directors and their remuneration are recommended by the nomination and remuneration committee keeping in mind their contribution to the growth of the company, the financial position of the company, prevailing industry norms and the provisions of the Companies Act, 2013 and are approved by the board of directors and members of the company from time to time.

The independent directors of the company are highly qualified and stalwarts in their respective filed with wide and varied experience. They actively participate in the discussions at the board meeting and their suggestions have helped the company to grow at a rapid pace. The independent directors are paid sitting fees for attending the board and committee meetings. The nomination and remuneration committee has in place their criteria for determination of qualifications, positive attributes and independence of the directors, which they have considered for the appointment of the new independent directors and reappointment of independent director for the second term of consecutive five years.

Pursuant to the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the board has carried out an evaluation of its own performance, the performance of directors individually as well as the evaluation of working of its audit committee, nomination and remuneration committee, stakeholders relationship committee and corporate social responsibility committee. The manner in which the evaluation has been carried out has been explained in the corporate governance report.

The manner in which the remuneration is paid to the directors, executive directors and senior level executives of the company has also been explained in the corporate governance report.

During the year under review, total six board meetings, four audit committee meetings, one nomination and remuneration committee meetings, three stakeholder relationship committee meetings, four corporate social responsibility committee meetings and one meeting of independent directors were convened and held, the details of which are given in the corporate governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013 your directors would like to state that:

I. in the preparation of the annual accounts, the applicable accounting standards have been followed;

II. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year as on 31st March, 2025 and of the profit and loss of the company for that period;

III. the directors have 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;

IV. the directors have prepared the annual accounts on a "going concern" basis;

V. the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

VI. 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.

EXTRACT OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return of the company is available on the website of the company at the link : https://www.sayajigroup.in/investor-relations/

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, guarantees or investments under Section 186 of the Companies Act, 2013 at the beginning of the year, given/ made during the year and at the end of the financial year under review is as given below:

Particulars of Loans/Guarantees/ Investments	As at 01/04/2024	Given/Made/ other adjustments during the financial year	As at 31/03/2025
Investment in Sayaji Seeds LLP	Rs 6,40,00,000/-	Nil	Rs 6,40,00,000/-
Investment in Alland & Sayaji LLP	Rs 3,50,00,000/-	Nil	Rs 3,50,00,000/-
Corporate guarantee given to Kotak Mahindra	Nil	Nil	Nil
Bank for financial assistance to Alland & Sayaji LLP
Corporate guarantee given to Kotak Mahindra
Bank for financial assistance to Sayaji Seeds LLP	Rs 17,00,00,000/-	Nil	Rs 17,00,00,000/-
Investment in Sayaji Industries FZC	Rs 33,59,714/-	Nil	Rs 33,59,714/-
Unsecured Loan given to Sayaji Industries FZC	Rs 22,70,000/-	Rs 51,840/-	Rs 23,21,840 /-
Investment in Sayaji Ingritech Limited	Nil	Rs 1,00,000/-	Rs 1,00,000/-

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were at arms length basis and were in the ordinary course of business. The company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

SUBSIDIARY COMPANIES

The company has invested AED 1,49,800 in Sayaji Industries (FZC), subsidiary of the company on 18^th July, 2023, for business expansion purposes. During the year under review, the company has incorporated a wholly owned subsidiary in the name of Sayaji Ingritech Limited and has invested a sum of Rs 1,00,000 by way of 10,000 equity shares of Rs 10/- each.

Pursuant to Section 129(3) of the Companies Act, 2013, details required for Sayaji Industries FZC, Sayaji Seeds LLP, and Sayaji Ingritech Limited subsidiaries of the company, is given in Form AOC 1, which contains the salient features of the financial statements and is attached to the annual report.

CODE OF CONDUCT

The board of directors has approved a code of conduct which is applicable to the members of the board and all executives one level below the board. The company believes in zero tolerance against bribery, corruption and unethical dealings/ behavior of any form and the board has laid down the directives to counter such acts. The code of conduct has been posted on companys web site www.sayajigroup.in.

The code lays down the standard procedure of business conduct which is expected to be followed by the directors and executives one level below the board in their business dealings and in particular on matters relating to integrity in the work place, in business practice and in dealing with stakeholders.

All the board members and executives one level below the board have confirmed compliance with the code.

STATEMENT ON DEVELOPMENT AND IMPLEMENATION OF RISK MANAGEMENT POLICY

The statement on development and implementation of risk management policy is given under the management discussion and analysis report which is attached with this annual report.

INTERNAL FINANCE CONTROL

Details in respect of adequacy of internal finance control with reference to the financial statements are stated in management discussion and analysis report which forms the part of this report.

CORPORATE SOCIAL RESPONSIBITY (CSR) POLICY AND CSR INITIATIVES

The company has developed CSR policy with the objective to lay down guiding principles for proper functioning of CSR activities to attain sustainable development of nearby society. CSR policy is also available on the web-site of the company.

The company is contributing in the areas like promotion of education, public welfare and animal welfare.

The CSR policy developed by the company mentions the areas of its operation, the CSR activities, the allocation of funds and arrangements for carrying out such activities. The members of CSR committee include Mr. Varun P. Mehta as chairman Mr. Chiranjiv Patel and Mrs. Sujata P. Mehta as members.

The company has spent a sum of Rs 32.32 Lakhs on CSR activities during the year under review. After considering the amount of Rs 2.07 Lakhs available for set off at the beginning of the year, the company was required to spend Rs 6.17 Lakhs on CSR Activities pursuant to the provisions of Section 135 of the Companies Act, 2013 against which the company has spent a sum of Rs 32.32 Lakhs and a sum of Rs 22.01 Lakhs is available for set off in subsequent financial years. The CSR activities were overseen by the CSR Committee and also by the Board of Directors on a regular basis. The report on CSR activities is annexed hereto as Annexure - 2 and forms the part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report as required under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been attached and forms part of this directors report.

CORPORATE GOVERNANCE

Your company has complied with the requirements of corporate governance as prescribed under Schedule V of the SEBI (LODR) Regulations, 2015. A separate report on corporate governance forms the part of the annual report. A certificate from the Practicing Company

Secretary Amrish Gandhi & Associates regarding compliance of conditions of corporate governance also forms the part of this report.

AUDITORS

M/s Shah and Shah Associates, Chartered Accountants, Ahmedabad (ICAI Registration No. 113742W) continue to act as the statutory auditors of the company till the conclusion of 86^th annual general meeting of the company to be held in the year 2027.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Amrish Gandhi & Associates practicing company secretary was appointed to undertake secretarial audit of the company. The secretarial audit report is annexed herewith as Annexure - 3 and forms the part of this report. Amrish Gandhi and Associates, practicing company secretary is also proposed to be appointed as the secretarial auditor of the company for the financial year 2025 till financial year 2029 subject to approval of the members of the company at ensuing annual general meeting.

COST AUDITORS

The Company has received a letter dated 5^th May, 2025 from the cost auditors M/s Dalwadi & Associates, Cost Accountants to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The board of directors of the company at its meeting held on 28^th May, 2025, appointed M/s Dalwadi & Associates Cost Accountants as the cost auditors of the company to conduct the audit of cost records maintained by the company as required by the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time.

The members are requested to ratify the remuneration to be paid to the cost auditors of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended hereto as Annexure - 4 and forms part of this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto excluding the information on employees particulars which is available for inspection by members at the registered office of the company during the business hours on working days of the company upto the date of ensuing 84^th annual general meeting of the company. If any member is interested in inspecting the same, the member may write to the company secretary in advance.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE,2016

No application has been made or any proceeding is pending under the IBC, 2016.

DIFFERENCE IN VALUATION

The company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

APPRECIATION

Your directors express their deep sense of appreciation for the valuable and devoted services rendered by the chairman and managing director and the executive directors in the management and conduct of the affairs of the company. The directors also express their appreciation for the devoted services of the sole selling agents. Your directors also thank Kotak Mahindra Bank, bankers to the company for extending financial assistance by way of working capital facilities and term loans at competitive rates. Your directors also wish to place on record their deep sense of appreciation for the devoted services of the companys executives, staff, workers and all associated, directly and indirectly with the affairs of the company.