TruAlt Bioenergy Ltd Directors Report

To,

The Members,

TruAlt Bioenergy Limited, (the "Company")

(Formerly known as Trualt Energy Limited)

Your Directors have pleasure in presenting the 3rd (Third) Annual Report of your Company along with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended on 31st March 2024 (FY 24) ("financial year under review"/or "period under review"). Further, in compliance with the Companies Act, 2013, the Company has made all requisite disclosures in the Board Report with the objective of accountability and transparency in its operations and to make you aware about its performance and future perspective.

1. Financial Results

The Companys financial performance (Standalone and Consolidated) and highlights for the financial year ended March 31, 2024, forming part of this Annual Report, have been prepared in accordance with the applicable Indian Accounting Standards (AS).

Key highlights of financial performance of the Company for the financial year ended March 31, 2024, as compared to the previous financial year is summarized as below:

FINANCIAL HIGHLIGHTS	[Amount in Rs. In Lakhs except EPS]
Particulars	Consolidated 2023 24	Standalone 2023 24	Standalone 2022 23
Total Income	1,28,018.77	1,27,342.93	76,238.03
Profit/doss) before Depreciation, Finance Costs, Exceptional items and Tax Expense (PBIDTA)	18,808.51	18,774.81	10,504.65
Depreciation/ Amortisation	(5,691.74)	(5,578.30)	(2,075.08)
Finance Costs	(14,307.61)	(14,101.02)	(3,531.06)
Exceptional items	0	0	0
Profit /(loss) before Tax Expense	4,487.46	4,730.46	4,898.51
Tax Expense (Current & Deferred)
Current	0	0	0
Deferred	(1,306.62)	(1,269.33)	(1,352.52)
Profit /(loss) for the year after Tax	3,180.84	3,461.13	3,545.99
Other comprehensive (loss)/incomeforthe year	(8.23)	(7.77)	0
Total Comprehensive Income for the year	3,172.61	3,453.36	3,545.99
Basic Earnings Per Share (EPS)	4.25	4.71	7.10
Diluted Earnings Per Share (EPS)	4.25	4.71	7.10

Your Directors wish to present the highlights/ the state of Companys affairs/details of business operations done during the year under review:

Business Performance Amidst Regulatory Challenges

The Company is one of the largest ethanol producers in India based on installed capacity, with an aggregate production capacity of 1,400 kilo litres per day (KLPD). The Company has strategically established its presence with three distillery units that operate on molasses and syrup-based feedstocks. The Company has demonstrated remarkable business performance and sustained growth for the fiscal year 2024 despite facing some significant regulatory challenges. The Ministry of Consumer Affairs, Food and Public Distribution had issued an order dated December 7, 2023, which mandated that distilleries refrain from using sugarcane juice or sugar syrup for ethanol production during the Ethanol Supply Year 2023-24.

This directive had the potential to significantly impact our production capabilities, as sugarcane juice and sugar syrup are critical feedstock for ethanol manufacturing. Nevertheless, despite this constraint, our company demonstrated resilience and adaptability. We successfully navigated this challenge and managed to not only sustain but also enhance our revenue from operations. The Company even challenged the order by filing a writ petition for permission for Manufacturing from B heavy molasses that were lying in stock.

This achievement underscores our commitment to excellence and our ability to thrive even in adverse conditions, reflecting our strategic foresight, robust operational capabilities, and the dedication of our team to meet and exceed performance targets.

Financial Highlights

Standalone:

For the FY-24, the Companys revenue from operations amounts to Rs. 1,27,342.93 Lakhs and profit amounts to Rs. 3,461.13 Lakhs as against the revenue of Rs. 76,238.03 Lakhs and profit of Rs. 3,545.99 Lakhs in the previous year (2022-23).

Consolidated:

Leafiniti Bioenergy Private Limited ("Leafiniti") became the wholly-owned subsidiary of the Company after acquisition of majority stake in Leafiniti on October 4, 2023, December 27, 2023 and on February 24, 2024. Consequently, the consolidated financial statements have been prepared for the year ended March 31, 2024, including the financial results of Leafiniti. The consolidated financial statements for the year ended March 31, 2024 is required from this financial year 2024 and hence a comprehensive overview of the combined operational performance of both the Company and Leafiniti is provided in this report.

For the FY-24, the consolidated revenue from operations amounted to Rs. 1,28,018.77 Lakhs and profit of Rs. 3,180.84 Lakhs.

2. Disclosures relating to Subsidiaries, Associates and Joint Ventures

The Company bought a majority stake in Leafiniti Bioenergy Private Limited ("Leafiniti") on October 4, 2023, and completed the acquisition to make Leafiniti its wholly-owned subsidiary on February 24, 2024. In accordance with the provisions of Section 136(1) of the Act, the Annual Report of the Company containing the standalone and consolidated financial statements has been placed on the website of the Company, https://www.trualtbioenergy.com/. Further, the audited accounts of the Subsidiary Company and the related detailed information have also been placed on the website of the Company https://www.trualtbioenergy.com/. The annual accounts of the Subsidiary Company will also be available for inspection by any shareholder at the registered office of the Company during working hours up to the date of the Annual General Meeting. A copy of the annual accounts of the subsidiary will be made available to shareholders seeking such information at any point of time.

Brief about Subsidiary Company

Leafiniti Bioenergy Pvt. Ltd. is engaged in the manufacture of Compressed Bio Gas (CBG) under the Sustainable Alternative Towards Affordable Transportation scheme introduced by the Government of India in 2018 ("SATAT") utilizing agricultural residues, municipal solid waste, and other organic feedstocks.

There has been no change in the business of the subsidiary during the year under review. In accordance with Section 129(3) of the Act, the Company has prepared consolidated financial statements of the Company and its Subsidiary Company, which forms part of the Annual Report. A statement containing the salient features of the financial statements of the subsidiary companies, joint ventures and associates are given in Form AOC-1 and is provided as Annexure - I to this Report.

3. Amount, if any, which the Board proposes to transfer to any reserves.

Your Company has not transferred any amount to the reserves for the year ended March 31, 2024.

4. Dividend

Ordinary Shares: The Board of Directors of your Company, after considering future expansion plans and other relevant factors, has decided not to propose a dividend for the Financial Year 2023-24 to its equity shareholders. The Company intends to retain the full amount of profits generated during this period to support strategic initiatives and enhance future growth prospects.

Preference Shares: For the financial year 23-24, the Board has declared a preference dividend of 1.25% per annum, amounting to Rs. 586.49 Lakhs.

During the current financial year, the Company witnessed significant events concerning the declaration and distribution of dividends:

• The Company has amended the terms of its Compulsorily Convertible Preference Shares (CCPS), as previously approved by shareholders through a resolution passed on January 31, 2024. The aforesaid amendments pertain to the duration, conversion ratio, conversion procedure, and other miscellaneous terms. Subsequently, the Company obtained consent from all CCPS holders as of May 3, 2024, for the conversion of CCPS to Equity Share Capital. Accordingly, the Board of Directors approved the conversion, resulting in the conversion of all 4,69,19,000 1.25% Compulsory Convertible Preference Shares (CCPS) of Rs. 100 each into 95,55,804 Equity shares of Rs. 10 each along with a premium of Rs. 481 per share, at a conversion price of Rs. 491 per share. Furthermore, all terms of the CCPS automatically terminated upon conversion.

• The Company has formulated and approved a Dividend Distribution Policy in alignment with the provisions stipulated by the Companies Act, 2013, and in adherence to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This comprehensive policy outlines the framework governing the declaration and distribution of dividends to shareholders. It ensures transparency, fairness, and compliance with regulatory standards, aiming to provide clear guidelines on the criteria and process for dividend declarations.

For further details, the policy document is accessible for review on the Companys official website at https://www.trualtbioenergy.com/.

5. Change in the nature of Business

There is no change in the nature of business during the period under review.

6. Credit Rating

Acuite Ratings & Research conferred a bank loan rating of ACUITE BBB (Stable) upon the Company on August 11, 2023, indicating a stable outlook due to the Companys ability to meet its financial obligations related to bank loans. Following this, on September 29, 2023, the Company also received an issuer rating (IR) of ACUITE BBB (Stable) from Acuite Ratings & Research, reflecting a stable assessment of the Companys overall creditworthiness and financial health. These ratings underscore the Companys solid standing in managing its financial commitments and its capability to navigate market conditions effectively.

On June 14, 2024, the Company has obtained issuer rating (IR) on the Bank Loans amounting to Rs. 1634 Crores of ACUITE BBB (Stable) from Acuite Ratings & Research, reflecting a stable assessment of the Companys overall creditworthiness and financial health.

7. Material changes and commitments, if any, affecting the financial position of the company, having occurred since the end of the Year and till the date of the Report.

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

8. Capital and Debt Structure

The Authorized Share Capital of your Company as on March 31, 2024, stands at Rs. 5,70,00,00,000/- (Rupees Five Hundred and Seventy Crore only) comprising of:

• Rs. 1,00,00,00,000/- (Rupees One Hundred Crore Only) divided into 10,00,00,000 (Ten Crore) Equity Shares of Rs. 10/- (Rupees Ten only) each; and

• Rs. 4,70,00,00,000/- (Rupees Four Hundred and Seventy Crore Only) divided into 4,70,00,000 (Four Crore Seventy Lakh) Compulsorily Convertible Preference Shares (CCPS) of Rs. 100/- (Rupees Hundred Only) each.

During the year under review, the capital structure (Authorised Capital) has undergone changes as stated below:

		Authorised Capital (as on 1st April 2023)				Authorised Capital (as on 31st March 2024)
SI. No. Particulars	Date of Approval	Class of Shares	Number of Shares	Face Value	Share Capital (in INR)	Class of Shares	Number of Shares	Face Value	Share Capital (in INR)
1 Increase in Authorised Capital	31-03-2024	Equity	7,00,00,000	10	70,00,00,000	Equity	10,00,00,000	10	1,00,00,00,000
		Preferenc	4,70,00,000	100	4,70,00,00,000	Preference	4,70,00,000	100	4,70,00,00,000

a) Issue of shares or other convertible securities

The subscribed and paid-up share capital at the financial year ending 31st March 2024 for the two classes of shares are as under:

• Rs. 61,07,58,200/- (Rupees Sixty-One Crores Seven Lakhs Fifty-Eight Thousand Two Hundred Only) divided into 6,10,75,820 Equity Shares of Rs. 10/- each fully paid up.

• Rs. 4,69,19,00,000/- (Rupees Four Hundred and Sixty-Nine Crore Nineteen Lakhs Only) divided into 4,69,19,000 Compulsorily Convertible Preference Shares (CCPS) of Rs. 100/- each fully paid up.

Conversion of Compulsorily Convertible Preference Shares (CCPS).

4,69,19,000,1.25% Compulsory Convertible Preference Shares with a face value of Rs. 100 each has been converted at Rs. 491/- Per share into 95,55,804 Equity Shares of Rs. 10 each fully paid-up at a premium of Rs. 481/- per share vide approval of the Board of Directors in their meeting held on May 03, 2024. The details of increase in the paid-up capital of the Company is as under:

Pre-conversion Paid-up Equity Capital	Post-conversion Paid-up Equity Capital
Rs. 61,07,58,200/- (Rupees Sixty-One Crores Seven Lakhs Fifty-Eight Thousand Two Hundred Only) divided into 6,10,75,820 Equity Shares of Rs. 10/- each fully paid up.	Rs. 70,63,16,240/- (Rupees Seventy Crores Sixty- Three Lakhs Sixteen Thousand Two Hundred Forty Only) divided into 7,06,31,624 Equity Shares of Rs. 10/- each, fully paid up.

b) Issue of equity shares with differential rights

During the period under review, the Company has not issued equity shares with differential rights.

c) Issue of Sweat Equity Shares

During the period under review, the Company has not issued any sweat equity shares.

d) Details of Employee Stock Options

During the period under review, the Company has not issued any Employee Stock Options.

e) Shares held in trust for the benefit of employees where the voting rights are not exercised directly by the employees

During the period under review, the Company has not held the shares in trust for the benefit of employees where the voting rights are not exercised directly by the employees.

f) Issue of debentures, bonds or any non-convertible securities

During the period under review, the Company has not issued any debentures, bonds or any non-convertible instruments.

g) Issue of warrants

During the period under review, the Company has not issued any warrants.

9. Investor Education and Protection Fund (IEPF)

There is no unpaid dividend amount or any other unclaimed instruments lying with the Company and accordingly the Company need not to transfer any amount/instruments to Investor Education and Protection Fund.

10. Directors and Key Managerial Personnel

As on 31st March 2024, the Board of Directors consists of 7 (Seven) members as detailed below:

Name of the Director	Designation
Mr. Chandrashekar Kanekal	Non-Executive Chairman and Independent Director
Mr. Vijaykumar Murugesh Nirani	Managing Director
Mr. Vishal Nirani*	Director
Mrs. Sushmitha Vijaykumar Nirani	Non-Executive and Non-Independent Director
Mr. Yagati Badarinarayana Ramakrishna	Non-Executive and Independent Director
Mr. Mallikarjun Bhimappa Dyaberi	Non-Executive and Independent Director
Mr. Anand Murugan Jakkampati Durairaj	Executive Director
Dr. Debnath Mukhopadyay	Chief Financial Officer
Mr. Sudheer Sannapaneni	Company Secretary & Compliance Officer (Resignation effective from 22nd July 2024)
Mr. Mohith Kumar Khandelwal	Company Secretary & Compliance Officer (Appointment effective from 22nd July 2024)

*Mr. Vishal Nirani was appointed as Whole-Time Director of the Company with effect from 1st April, 2024.

Retirement by rotation:

As per section 152 (6) of Companies Act, 2013 and rules made thereunder, Mrs. Sushmitha Vijaykumar Nirani (DIN: 08356858) Director will retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment. The Board considers and recommends her appointment.

Change in Board/Senior Management/Key Managerial Personnel

During the Financial Year, the following are the appointments and Resignations happened for the positions of Directors and KMPs:

Name	Status
Changes in the Board of Directors
Sushmitha Vijaykumar Nirani Non Executive-Non Independent- Director (DIN:08356858)	Appointed as an Additional Director in a Non-Executive capacity at the Board Meeting on September 18, 2023, pursuant to the provisions of Section 161 of the Companies Act, 2013. Subsequently, the Shareholders at their meeting held on November 13, 2023 appointed her as Director (Non-Executive and Non-Independent), in accordance with the provisions of Section 152 of the Companies Act, 2013.
Chandrasekhar Kanekal Non Executive Chairman & Independent-Director (DIN:06861358)	Appointed as an Additional Director in a Non-Executive Independent capacity at the Board Meeting on September 18, 2023, pursuant to the provisions of Section 161 of the Companies Act, 2013. Subsequently, the Shareholders at their meeting held on November 13, 2023 appointed him as Director in the capacity of Independent Director for a period of 5 years with effect from November 13, 2023, in accordance with the provisions of Sections 149,150 & 152 of the Companies Act, 2013.
	Further, Mr. Chandrasekhar Kanekal was appointed as Chairman to the Board of Directors of the Company for a period one year from January 01, 2024 to December 31, 2024.
Sangamesh Rudrappa Nirani Director (DIN:02290469)	Resigned from the position of Director at the Board Meeting held on September 18, 2023, in accordance with the provisions of Section 152 of the Companies Act, 2013.
Anand Murugan Jakkampati Durairaj Executive Director (DIN:10411449)	Appointed as an Additional Director in an Executive capacity at the Board Meeting on December 06, 2023, pursuant to the provisions of Section 161 of the Companies Act, 2013. Subsequently, the Shareholders at their meeting held on January 31, 2024 appointed him as Director in the capacity of Executive Director, in accordance with the provisions of Section 152 of the Companies Act, 2013.
Mallikarjun Bhimappa Dyaberi Non Executive- Independent-Director (DIN:02474471)	Appointed as an Additional Director in a Non-Executive capacity at the Board Meeting on December 06, 2023, pursuant to the provisions of Section 161 of the Companies Act, 2013. Subsequently, the Shareholders at their meeting held on January 31, 2024 appointed him as Director in the capacity of Independent Director for a period of 5 years with effect from December 06, 2023, in accordance with the provisions of Sections 149,150 & 152 of the Companies Act, 2013.
Yagati Badarinarayana Ramakrishna Non Executive- Independent Director (DIN:10426269)	Appointed as an Additional Director in a Non-Executive capacity at the Board Meeting on December 06, 2023, pursuant to the provisions of Section 161 of the Companies Act, 2013. Subsequently, the Shareholders at their meeting held on January 31, 2024 appointed him as Director in the capacity of Independent Director for a period of 2 years with effect from December 26, 2023, in accordance with the provisions of Sections 149,150 & 152 of the Companies Act, 2013.
Vishal Nirani (DIN:08434032)	Appointed as the Whole Time Director of our Company effective from April 1, 2024, following resolutions passed by our Board of Directors in their meeting on March 21, 2024, and by our Shareholders at the Extraordinary General Meeting (EGM) held on May 10, 2024.
Changes in the Key Managerial Personnel (KMP)
Dr.Debnath Mukhopadhyay Chief Financial Officer (CFO)	Appointed as Chief Financial Officer (CFO) at the Board Meeting held on May 08, 2023 in accordance with Provisions of Section 203 of the Companies Act, 2013.
Mr. Mohith Kumar Khandelwal Company Secretary (KMP)	Based on the recommendation of the Nomination and Remuneration Committee, the Board appointed Mr. Mohith Kumar Khandelwal as Company Secretary & Compliance Officer of the Company effective from 22nd July 2024.
Mr. Sannapaneni Sudheer Company Secretary (KMP)	Appointed as the Company Secretary (CS) at the Board Meeting held on June 24, 2023, in accordance with Section 203 of the Companies Act, 2013. Subsequently, he was appointed as the Compliance Officer at the Board Meeting held on December 06, 2023. Mr. Sannapaneni Sudheer resigned from the office of Company Secretary & Compliance Officer effective from 22nd July 2024.
Ms. Manali Gajanan Velangi, Company Secretary (KMP)	Appointed as the Company Secretary (CS) with effect from April 01, 2023 at the Board Meeting held on March 31, 2023 and resigned from the office of Company Secretary with effect from June 24, 2023.

11. Meetings

A. Number of Board Meetings:

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the Companys financial performance. During the year under review, the Board of Directors held 12 (Twelve) meetings, each conducted with proper notices issued and proceedings meticulously recorded and authenticated in the Minutes book maintained for this purpose. The intervals between consecutive meetings adhered to the stipulated periods outlined in the Companies Act, 2013. Below are the specific dates on which these Board meetings took place:

Number	Date of Meeting
1	08-05-2023
2	05-06-2023
3	24-06-2023
4	26-06-2023
5	18-09-2023
6	25-10-2023
7	03-11-2023
8	06-11-2023
9	06-12-2023
10	26-12-2023
11	13-01-2024
12	21-03-2024

B. Attendance in the Board Meetings:

Name of the Director	Category	Number of Board meetings held	Number of Board meetings attended	Meetings held during tenure as Director	Whether attended last AGM
Mr. Vijaykumar Murugesh Nirani	Managing Director	12	12	12	Yes
Mr. Vishal Nirani	Director	12	12	12	Yes
Mr. Sangamesh Ruddrappa Nirani	Director	12	4	4	Yes
Mrs. Sushmitha Vijaykumar Nirani	Director	12	8	8	Yes
Mr. Chandrasekhar kanekal	Independent Director	12	8	8	Yes
Mr. Anand Murugan Jakkampati Durairaj	Director	12	4	4	No
Mr. Mallikarjun Bhimappa Dyaberi	Independent Director	12	4	4	No
Mr. Yagati Badarinarayana Ramakrishna	Independent Director	12	3	3	No

C. Committees of our Board

During the financial year the Company has constituted various committees of the Board and the constitution of the Board Committees is in accordance with the applicable provisions, if any, of the Companies Act, 2013, and the Articles of Association of the Company.

The Board had 5 (Five) Committees viz.,

(i) Audit Committee

(ii) Nomination and Remuneration Committee (NRC)

(iii) Stakeholder Relationship Committee (SRC)

(iv) Corporate Social Responsibility Committee (CSR)

(v) IPO Committee

The Companys procedures for Board meetings extend to Committee Meetings. Minutes of Committee proceedings are circulated to members and presented at Board Meetings for review. All Committees comply with the composition and terms of reference requirements under the Companies Act, 2013. Outlined below the composition of Committees of the Board Committees:

Audit Committee: The Audit Committee was initially constituted and approved its terms of reference on December 06, 2023. During the year under review, the Audit Committee convened two meetings, on January 13, 2024, and March 21, 2024.

Composition of Audit Committee and Attendance is mentioned below:

Name of Members	Position	No. of meetings eligible to attend	No. of meetings attended
Chandrasekhar Kanekal	Chairman	2	2
Mallikarjun Bhimappa Dyaberi	Member	2	2
Vijaykumar Murugesh Nirani	Member	2	2

Nomination and Remuneration Committee (NRC): The Nomination and Remuneration Committee was initially constituted and approved its terms of reference on December 06, 2023. During the year under review, the NRC convened two meetings, on January 13, 2024, and March 21, 2024.

Composition of NRC and Attendance is mentioned below:

Name of Members	Position	No. of meetings eligible to attend	No. of meetings attended
Mallikarjun Bhimappa Dyaberi	Chairman	2	2
Chandrasekhar Kanekal	Member	2	2
Sushmitha Vijaykumar Nirani	Member	2	2

Stakeholder Relationship Committee (SRC): The Stakeholder Relationship Committee (SRC) was initially constituted and approved its terms of reference on December 06, 2023. During the year under review, the SRC convened two meetings, on January 13, 2024, and March 21, 2024.

Composition of SRC and Attendance is mentioned below:

Name of Members	Position	No. of meetings eligible to attend	No. of meetings attended
Chandrasekhar Kanekal	Chairman	2	2
Mallikarjun Bhimappa Dyaberi	Member	2	2
Anand Murugan Jakkampati Durairaj	Member	2	2

Corporate Social Responsibility Committee (CSR): The Corporate Social Responsibility Committee (CSR) was initially constituted and approved its terms of reference on December 06, 2023. During the year under review, the CSR Committee convened two meetings, on January 13, 2024, and March 21, 2024.

Composition of CSR and Attendance is mentioned below:

Name of Members	Position	No. of meetings eligible to attend	No. of meetings attended
Sushmitha Vijaykumar Nirani	Chairperson	2	2
Mallikarjun Bhimappa Dyaberi	Member	2	2
Vijaykumar Murugesh Nirani	Member	2	2

Initial Public Offering Committee (IPO) Committee: The IPO Committee was constituted by the Board of Directors and approved its terms of reference on January 13, 2024.

Composition of IPO Committee and Attendance is mentioned below:

Name of Members	Position
Vijaykumar Murugesh Nirani	Chairman
Vishal Nirani	Member
Chandrasekhar Kanekal	Member

D. Number of General Meetings

During the Financial Year ended March 31, 2024, 5 (Five) General Meetings were held on the dates as listed below:

Number	General Meeting Date
1.	05/07/2023
2.	25/09/2023
3.	02/11/2023
4.	13/11/2023
5.	31/01/2024

12. Particulars of Employees and Details of Remuneration as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of your Company, is available for inspection by the Shareholders at the Corporate Office of the Company, during business hours, i.e., between 10.00 a.m. (1ST) to 5.00 p.m. (1ST), on all working days (i.e., excluding Saturdays, Sundays and Public Holidays), upto the date of the ensuing 3rd (Third) Annual General Meeting of the Company, subject to such restrictions as may be imposed by the Government(s) and / or local authority(ies) from time to time. If any Shareholder is interested in inspecting the records thereof, such Shareholder may write to the Company Secretary & Compliance Officer at compliance@trualtbioenergy.com.

13. Policy on Appointment and Remuneration

The guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is as under:

• Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen is in commensurate with the industry standards in which it is operating taking into account the performance leverage and factors so as to attract and retain talent.

• For Directors, it is based on the Shareholders approval, provisions of the Companies Act, 2013 and Rules framed therein, circulars, guidelines issued by the Central Government and other authorities from time to time

In addition to the above, the Board, on the recommendation of the Nomination and Remuneration Committee, has framed the policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel ("KMP"), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

Pursuant to Section 134(3) of the Companies Act, 2013, the Nomination and Remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Companys website at https://trualtbioenergy.com We affirm that the remuneration paid to Directors, Senior Management and other employees is in accordance with the remuneration policy of the Company.

14. Board Evaluation

As per the provision of Section 134(3)(p) of the Companies Act, 2013, the Company has devised a policy for performance evaluation of the individual Directors and the Board, which includes criteria for performance evaluation.

The Boards performance was evaluated based on inputs received from all the Directors, taking into account criteria such as the composition and structure of the Board, its effectiveness, performance, processes, and information provided to the Board, among others.

15. Internal Financial Controls

Your Company adopted policies and procedures which enables implementation of appropriate Internal Financial Controls across the organisation and also ensures the orderly and efficient conduct of business, including adherence to the Companys Policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. Internal Financial Controls are an integral part of the Risk Management Process, addressing financial and financial reporting risks.

M/s BDO India LLP has submitted to the Board, Internal Financial Control Operating Effectiveness Report of the Company for the period 1st April 2023 to 31st January 2024. The same was noted by the Board.

Frauds reported by the Auditor

During the year under review the Statutory Auditors have not reported any instances of frauds committed in the Company by its Directors, officers or employees under section 143 (12) of the Companies Act 2013.

16. Directors Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory Auditors and the reviews performed by Management and the Board, the Board is of the opinion that the Companys internal financial controls were adequate and effective during financial year

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

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 and of the profit 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 this Act 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; and

v. The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. Declaration By Independent Directors.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013. There has been no change in the circumstances affecting their existing status as independent directors of your Company.

In compliance with Schedule IV to the Companies Act, 2013 the Independent Directors held their meeting on March 21, 2024 without the presence of non-independent directors and members of the management, inter alia, to discuss the following:

• Report of performance evaluation of the Board from the Chairman of the Board; b Review of the performance of non-independent directors and the Board;

• Review of the performance of the Chairman of the Company;

• Assessment of the quality, quantity and timeliness of flow of information to the Board;

18. Familiarization Program for the Independent Directors

The Company has implemented a detailed onboarding process for Independent Directors. Briefing them their roles as per the Companies Act, 2013 and operations of the Company, business model, products/services, competitive landscape, and the broader industry context including the risks and opportunities. This Program also familiarizes Directors with Board procedures, Committee structures, and effective participation in Board meetings. Interactive sessions are taken up at the Board meetings on legal and regulatory frameworks. This program prepares Directors to actively contribute to strategic decisions and governance within the company. The details of the familiarization programmes are available on the website of the Company at https://trualtbioenergy.com.

19. Policy on Board Diversity

The Board, upon recommendation of the Nomination and Remuneration Committee, has adopted a Board Diversity Policy which sets the criterion for appointment as well as continuance of Directors, at the time of re-appointment of Director in the Company. As per the policy, the Board has an optimum combination of members with appropriate balance of skill, experience, background, gender and other qualities of Directors required by the Directors for the effective functioning of the Board.

The Board of Directors is responsible for review of the policy from time to time. Policy on Board Diversity has been placed on the Companys website at https://trualtbioenergy.com.

20. Statutory Auditor and Report

M/s. N.M. Raiji & Company (FRN: 108296W), Chartered Accountants, Mumbai, have been appointed by the Shareholders as the Statutory Auditors of the Company to hold office for a period of 5 (Five) consecutive years i.e., with effect from the conclusion of the 2nd (Second) Annual General Meeting until the conclusion of the 7th (Seventh) Annual General Meeting pursuant to the provisions of Section 139 of the Companies Act, 2013. The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The observations of the Auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments. During the Financial Year under review, there are no qualifications, adverse remarks or disclaimers made by the Statutory Auditor on the financial statements of the Company and therefore, do not call for any further explanation or comments from the Board under Section 134 (3) of the Companies Act, 2013.

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its Directors or Officers or Employees under Section 143(12) of the Companies Act, 2013.

21. Internal Auditor and Report

M/s ZADN & Associates, Chartered Accountants, have been appointed as the Internal Auditors of the Company in accordance with Section 138 of the Companies Act, 2013, along with Rule 13(1) of the Companies (Accounts) Rules, 2014, and Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014. Their mandate includes ensuring compliance with relevant laws and regulations and evaluating the adequacy of the Companys internal control systems for the fiscal year 2023-24. They have diligently provided their reports on a quarterly basis, thereby contributing to continuous monitoring and enhancement of internal controls.

The term of Internal Auditors of the Company, M/s. ZADN & Associates, Chartered Accountants, Mumbai, was upto the end of the financial year 2023-24. Since their term is expired, it is required for the Company to have an Internal Auditor for the financial year 2024-25. Based on the recommendation of the Audit Committee, the Board re - appointed M/s. ZADN & Associates, Chartered Accountants, Mumbai, at such remuneration recommended by the Audit Committee and approved by the Board at their meeting held on 22nd July 2024.

22. Secretarial Auditor and Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s S.P. Ghali & Co, Company Secretaries have been appointed as Secretarial Auditors to conduct Secretarial Audit for the FY ended March 31, 2024.

The Auditor has mentioned his observation in the report about the delay in filing forms and returns with the Registrar of Companies. In this regard, the Board hereby clarifies that the said delay was purely inadvertent and unintentional. The Board assures of timely filings and compliance henceforth.

During the financial year under review there are no qualifications, adverse remarks or disclaimers made by the Secretarial Auditor in his Secretarial Audit Report, which is annexed herewith as an Annexure - VI.

23. Cost auditor and Report

As per Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, the Company is mandated to maintain cost accounts and records for its various manufacturing activities, which are subject to audit.

Upon the recommendation of the Audit Committee, your directors have appointed M/s. R. Nanabhoy & Co., Cost Accountants, to audit the cost accounts related to the Companys products for the financial year 2024-25. A resolution for the ratification of remuneration of cost auditors for the FY 2024-25 forms part of the notice convening the Third Annual General Meeting of the Company.

24. Compliance with Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating efficiently.

25. Details of Deposits

During the financial year under review the Company has not accepted any deposits falling within the meaning of Section 73 of Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, there are no amounts outstanding at the beginning of financial year 2023-2024, which can be classified as Deposits in terms of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

26. Particulars of Loans, Guarantees and Investments

During the financial year under review the details of loans given or guarantees provided to various parties are detailed in the Annexure-V to the Report.

Details of Past Loans, Guarantees and Investments if any, covered under the provisions of Section 186 and Section 185 of the Companies Act, 2013 and any other applicable provisions are available under notes to accounts, attached to the Standalone Financial Statements. The full particulars are available in the Register maintained under Section 186 of the Act, which is available for inspection during business hours on all working days (except Saturday and Sunday).

27. Particulars of Contracts or Arrangements with Related Parties

There are no materially significant related party transactions made by the Company which may have potential conflict with interest of the Company at large. During the Financial Year, the Company has not entered into contracts/ arrangements/ transactions with the related parties which could be considered material in accordance with the Companys Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions. The said policy is available on the website at https://trualtbioenergy.com. All the contracts/arrangements/transactions entered into by the Company with the related parties during the financial year 2023-24, were in the ordinary course of business and on an arms length basis.

In accordance with section 134(3)(h) of the Act, read with rule 8(2) of the Companies (Accounts) Rules, 2014, and in accordance with Indian Accounting Standards 24, the related party transactions entered by the Company during the financial year are disclosed in Annexure - II in Form AOC-2, which forms part of this report and is disclosed under notes to financial statements.

Prior approval of the Audit Committee was obtained for all the related party transactions for the Financial year 2024-25 at its meeting held on March 21, 2024. Further, prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee for its approval, on a regular basis. The policy on Related Party Transactions as approved by the Board has been uploaded on the Companys website at https://trualtbioenergy.com. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

The Company has obtained Benchmarking Analysis for its inter-company transactions through B S R & Co. LLP, a member of the B S R & Affiliates network of firms registered with the Institute of Chartered Accountants of India. All transactions with related parties are executed on an arms length basis (Net Profit Margin ranging from 11.04% to 23.41%. However, our transactions margin median is 13.49%.) and align with standard business practices. This ensures transparency and compliance with regulatory norms in our financial transactions.

28. Corporate Social Responsibility (CSR)

In terms of the provisions of section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of the Company has constituted a Corporate Social Responsibility ("CSR") Committee. The Committee recommends to the Board activities as specified in Schedule VII of the Companies Act, 2013 to be undertaken during the year. The composition and terms of reference of the CSR Committee are approved by the Board.

The Company has a dedicated CSR Policy, which can be accessed on its website https://www.trualtbioenergy.com, with a focus on enhancing local community development and promoting sustainable livelihoods. Key initiatives include organizing health camps and awareness programs in collaboration with local hospitals, empowering youth through skill development, supporting womens empowerment initiatives, nurturing future leaders through educational programs, promoting environmental sustainability, and aiding farmers with sustainable agriculture practices. In the fiscal year 2023-24, the Company allocated Rs.49 Lakhs towards CSR activities, specifically targeting projects aligned with Schedule VII of the Companies Act 2013 through implementing agencies. The Corporate Social Responsibility Report in the required format is provided as Annexure - III to this report.

29. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Company is engaged in the business of Production, Processing of Bio-Diesel, Ethanol and Compressed Bio Gas (CBG). Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - IV to this Report.

30. Risk Management

Our Company has implemented a comprehensive Risk Management Policy in alignment with the Companies Act, 2013, to systematically identify, assess, and mitigate a wide spectrum of risks affecting its operations. Endorsed by the Board of Directors, this policy integrates robust risk management practices across all facets of the organization. It encompasses strategies to manage asset and property risks, personnel risks, business risks such as market volatility and regulatory changes, credit risks, geographical risks, operational risks including supply chain disruptions and technological failures, legal risks, environmental health and safety risks, economic environment risks, and cybersecurity risks.

The policy emphasizes proactive risk identification and mitigation through structured processes, regular evaluations, and strategic initiatives. It mandates the allocation of necessary resources and responsibilities to ensure effective risk management at all levels of the company. By adhering to stringent compliance measures, continuous monitoring, and adaptive strategies, Our Company main aims to enhance operational resilience, maintain regulatory compliance, and capitalize on growth opportunities amidst a dynamic and challenging business environment.

Brief details of risks and concerns are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

31. Vigil Mechanism

In accordance with the provisions of Section 177(9) & (10) of the Companies Act, 2013 and other applicable provisions, a Vigil Mechanism has been established by the Company to enable directors and employees to report genuine concerns without fear of reprisal. This mechanism, also known as the whistle blower policy, aims to address issues related to leakage of unpublished price sensitive information (UPSI), illegal activities, and unethical behaviour within the organization.

The whistle-blower policy outlines a structured framework and process for reporting concerns or grievances to the Chairman of the Audit Committee. It ensures confidentiality and protection for whistle-blowers, encouraging them to disclose information that could impact the Companys integrity or operations adversely.

During the current reporting period, the status of concerns or complaints reported under the vigil mechanism is as follows:

• Total number of concerns/complaints received: Nil o Nature of concerns/complaints: Nil o Action taken: Not Applicable o Resolutions and outcomes: Not Applicable.

32. Material Orders of Judicial Bodies /Regulators

No significant and material orders were passed by the regulators or court or tribunals impacting the going concern status and Companys operations in future.

33. Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is placed on its website at www.trualtbioenergy.com. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards report.

34. Human Resources

For the Company, fostering a strong work culture is a top priority, backed by solid HR systems and development initiatives. While changes in operations may affect employee numbers, the company is committed to maintaining an agile, high-performance, and diverse workplace. With a strong emphasis on values like innovation, customer focus, and sustainability, the company enhances customer relationships through the collective skills and dedication of its workforce, making it a preferred employer. The company consistently fosters harmonious industrial relations across its facilities, ensuring continuous operational excellence.

Our company employs a diverse workforce across various departments and locations. These departments include Accounts, Administration, Civil, Co-Generation, Effluent Treatment Plant, Electrical, Environment, HR, Instrumentation, Industrial Relations (IR), Mechanical, Welding, Production, Process, Quality Assurance and Quality Control, Research and Development (R&D), Purchase, Security, Sales, Stores, and Water Treatment Plant. Additionally, we engage independent contractors who oversee on-site contract labor for specific ancillary operations. Our operations have been free from major work stoppages due to labor disputes or work cessation. Our attrition rates reflect stable employee retention efforts during these periods.

35. Health, Safety and Security Measures:

Ensuring the safety and well-being of our workforce is paramount at our Company. We maintain stringent health, safety, and security measures across all our facilities. As responsible corporate citizens, we prioritize human health and safety, strictly adhering to Occupational Health and Safety management standards. This commitment is ingrained in our daily operations, integrating responsibilities for occupational health, hygiene, and safety seamlessly. Regular safety inspections and audits are conducted at all plants and project sites to uphold these standards. Furthermore, we actively promote health and safety awareness through programs across our locations, fostering a culture of well-being among our employees.

The Company places utmost importance on the safety and well-being of its employees. Through proactive implementation of precautionary measures and rigorous safety protocols, we demonstrate our unwavering commitment to protecting our workforce from potential risks. By consistently enforcing preventive safeguards at all our plants and sites, we ensure a secure and safe work environment for everyone.

36. Code of Conduct

Board of Directors have adopted the Code of Business Conduct and Ethics (the Code of Conduct), which applies to all Directors, Officers and Employees of Company. The Code of Conduct reflects the commitment to doing business with integrity and in full compliance with the law and provides a general roadmap for all the Directors, Officers and Employees to follow as they perform their day-to-day responsibilities with the highest ethical standards. The Code of Conduct also ensures that all members perform their duties in compliance with applicable laws and in a manner that is respectful of each other.

37. Disclosure under "The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013"

The Company has in place a Policy for Prevention Prohibition and Punishment of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. During the year under review, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

SI. No. Particulars	Status
1 Number of complaints on sexual harassment received	Nil
2 Number of complaints disposed off during the year	Not Applicable
3 Number of cases pending for more than ninety days	Not Applicable
4 Number of workshops or awareness programs against sexual harassment carried out.	The Company regularly conducts necessary awareness programs for its employees.
5 Nature of action taken by the employer or district officer	Not Applicable

38. Key Policies

The following key policies of the Company were adopted or revised in accordance with the applicable provisions of Indian laws during the period under review:

• Corporate Social Responsibility (CSR) Policy

• Nomination & Remuneration Policy o Risk Management Policy

• Related Party Transactions (RPT) Policy

• Prevention of Sexual Harassment (POSH) Policy

• Preservation of Documents Policy o Materiality Policy

• Familiarization Programme for Independent Directors

• Dividend Policy o Board Diversity Policy

• Code of Conduct for the Board and Senior Management

• Code of Conduct for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)

39. Other Disclosures.

• The Company did not revise its financial statements during the fiscal year under review.

• The Board, through a resolution dated 25th October 2023, and the shareholders, through a resolution dated 31st January 2024, have approved the maintenance of the Companys books of accounts, financial statements, statutory registers required under Section 88, and copies of the Annual Return as per Section 92 of the Companies Act, 2013, at the corporate office located at No. S-904/A, 9th Floor, World Trade Center, Brigade Gateway Campus, No. 26/1, Dr. Rajkumar Road, Malleshwaram West, Bengaluru - 560055, Karnataka, India, which is a place other than the registered office of the Company. The requisite forms have been duly filed with the Registrar of Companies, Karnataka, at Bengaluru in this regard.

• There were no applications made or proceedings pending against the Company under the lonsolvency and Bankruptcy Code, 2016, and this status remained unchanged at the end of the financial year.

• No valuations of the Company were conducted during the year for One Time Settlement (OTS) purposes or for obtaining loans from banks/financial institutions.

• The Management Discussion and Analysis is prominently featured in this Annual Report emphasizing our steadfast commitment to robust corporate governance practices.

• An abstract of the Environment Social and Governance (ESG) report is being made part of the Annual report for the financial year 2023-24.

40. Acknowledgement

Your directors place on record their gratitude to the Central Government, various State Governments and Companys Bankers, advisors, business associates, partners and vendors for the valuable advice, guidance, assistance, cooperation, and encouragement they have extended to the Company from time to time. The Directors also take this opportunity to thank the companys customers, suppliers, and shareholders for their consistent support to the Company.

We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation, and support.

For and on Behalf of the Board	Vijaykumar Murugesh Nirani	Vishal Nirani
TruAlt Bioenergy Limited	Managing Director	Whole Time Director
(Formerly known as TruAlt Energy Limited)	DIN:07413777	DIN: 08434032
Date: 03.08.2024	Address: Mudhol, Bagalkot, Karnataka, India 587313	Address: Vijay Nagar, Kulali Cross, Mudhol Ward No 5, Bagalkot - 587313
Place: Bengaluru