TruAlt Bioenergy Ltd Directors Report

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 Company is given in Form AOC-1 and annexed herewith as Annexure -1 to this Report.

Your Company has not transferred any amount to the reserves for the period under review.

Ordinary Shares: The Board of Directors, after a thorough evaluation of the Companys future expansion plans and other strategic considerations, has decided not to recommend any dividend for the financial year 2024-25 to equity shareholders. The Company has opted to retain the entire profit generated during this period to fund strategic initiatives and support long-term growth objectives.

Preference Shares: For the financial year 2024-25, the Board has made a provision for a preference dividend at the rate of 1.25% per annum, amounting to Rs.51.42 lakhs, covering the period up to May 2, 2024—the effective date of conversion of the preference shares into equity. The said Dividend has been paid to all eligible preference shareholders as on date of this report.

During the Financial Year 2024-25, the Company successfully completed the conversion of all 4,69,19,000 Compulsorily Convertible Preference Shares (CCPS) of Rs.100 each, carrying a 1.25% dividend, into 95,55,804 equity shares of Rs.10 each. The conversion was executed at a price of Rs.491 per equity share, comprising a face value of Rs.10 and a premium of Rs.481 per share. This transaction was completed with the unanimous consent of all CCPS holders and was duly approved by the Board of Directors. Upon completion of the conversion, all rights and obligations associated with the CCPS stood automatically extinguished.

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

During Fiscal Year 2024-25, the Company maintained a stable credit profile as reflected by ratings assigned by Acuite Ratings 8 Research. Acuite had initially assigned the Company a bank loan rating of ACUITE BBB (Stable) on August 11, 2023, followed by an issuer rating (IR) of ACUITE BBB (Stable) on September 29, 2023. Further, on June 14, 2024, Acuite reaffirmed its issuer rating of ACUITE BBB (Stable) on bank loans amounting to Rs. 1,634 Crores.

The credit ratings remained stable throughout Fiscal 2024-25, underscoring the Companys consistent ability to meet its financial obligations and maintain sound financial health.

Subsequently, in the current fiscal year 2025-26, the Company received a rating letter dated May 08, 2025, from CRISIL assigning an issuer rating of A- (Stable) for the bank facilities provided by State Bank of India, amounting to Rs. 538 Crores.

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.

The Authorized Share Capital of your Company as on March 31, 2025, stands at Rs. 5,70,00,00,000/- (Rupees Five Flundred 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) Preference Shares of Rs. 100/- (Rupees Hundred Only) each.

The subscribed and paid-up share capital at the financial year ending March 31, 2025 is as under:

Pursuant to the approval of the Board of Directors at their meeting held on May 03, 2024, 4,69,19,000 1.25% Compulsorily Convertible Preference Shares (CCPS) of Rs.100/- each were converted into 95,55,804 Equity Shares of Rs. 10/- each, fully paid-up, at a premium of Rs.481/- per share (conversion price of Rs.491/- per Equity Share). The details of increase in the paid-up capital of the Company is as under:

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

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

The Company does not have any Employee Stock Options and during the period under review, the Company has not issued any Employee Stock Options.

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.

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

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

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.

As on March 31, 2025, the Board of Directors consists of the following Directors and Key Managerial Personnel:

As per section 152 (6) of Companies Act, 2013 and rules made thereunder, Mr. Durairaj Anand Murugan Jakkampati (DIN: 10411449) Director will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Based on the recommendation of the Nomination and remuneration Committee, the Board considers his appointment.

During the Financial Year 2024-25, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel (KMPs) of the Company:

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 07 (Seven) 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:

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 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(i) Audit Committee

(ii) Nomination and Remuneration Committee (NRC)

(iii) Stakeholder Relationship Committee (SRC)

(iv) Corporate Social Responsibility Committee (CSR)

(v) Risk Management Committee (RMC)

(vi) 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 6 (six) meetings, on May 03, 2024, July 22, 2024, August 03, 2024, August 16, 2024, December 11, 2024 and February 19, 2025.

Composition of Audit Committee and Attendance is mentioned below:

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 4 (four) meetings, on July 22, 2024, August 13, 2024, December 11, 2024 and February 19, 2025.

Composition of NRC and Attendance is mentioned below:

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 3 (Three) meetings, on May 03, 2024, July 22, 2024 and August 13, 2024.

Composition of SRC and Attendance is mentioned below:

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 July 22, 2024, and August 03, 2024.

Composition of CSR and Attendance is mentioned below:

Risk Management Committee: The Risk Management Committee was constituted by the Board of Directors and approved its terms of reference on February 19, 2025. During the year under review, the Committee did not convene any meeting.

Composition of Risk Management Committee and Attendance is mentioned below:

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. During the year under review, the IPO Committee convened (1) One meeting, on May 03, 2024.

Composition of IPO Committee and Attendance is mentioned below:

Composition of CSR and Attendance is mentioned below:

During the Financial Year ended March 31, 2024, 2 (Two) General Meetings were held on the dates as listed below:

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 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.

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.

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, the report on Internal Financial Controls (IFC) and the Risk Control Matrix (RCM) for the financial year 2024-25. The same was noted by the Board.

The testing covered key controls across various financial and operational processes. The report arising from this testing has been completed and reviewed. It outlines the effectiveness of the controls in place and confirms their operating effectiveness across the identified processes.

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.

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 27,2025 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.

• Review of the performance of non-independent directors and the Board.

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

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

The Company has established a comprehensive Familiarization Program for its Independent Directors. This program is designed to provide them with insights into their roles, rights, responsibilities under the Companies Act, 2013, and the Companys business operations, including its business model, product and service offerings, competitive landscape, and industry-specific risks and opportunities.

The program also familiarizes Independent Directors with the Companys Board procedures, Committee structures, and enables effective participation in Board and Committee meetings. Additionally, interactive sessions are conducted during Board meetings to keep the Directors abreast of legal and regulatory developments relevant to the Company.

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.

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, officers or employees under section 143 (12) of the Companies Act 2013.

M/s ZADN & Associates LLP, 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 Financial Year 2024-25. 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 LLP, Chartered Accountants, Mumbai, was up to the end of the financial year 2024-25. Since their term has expired, it is required for the Company to appoint an Internal Auditor for the financial year 2025-26. Based on the recommendation of the Audit Committee, the Board re-appointed M/s. ZADN & Associates LLP, Chartered Accountants, Mumbai, at such remuneration as recommended by the Audit Committee and approved by the Board.

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, 2025.

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

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, the Board has appointed M/s. R. Nanabhoy & Co., Cost Accountants, to audit the cost accounts related to the Companys products for the Financial Year 2025-26.

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.

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 2024-25, which can be classified as Deposits in terms of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

During the financial year under review the details of loans given or guarantees provided to various parties are detailed in the Annexure-lll 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) at the corporate office of the Company.

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 - IV in Form AOC-2, which forms part of this report and is disclosed under notes to financial statements.

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 is engaged in the business of Production, Processing of Bio-Diesel, Ethanol and Compressed Biogas (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 - VI to this Report.

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.

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

* Nature of concerns/complaints: Nil

• Action taken: Not Applicable

* Resolutions and outcomes: Not Applicable.

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

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.

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.

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.

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 and 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. The details are as below:

The following key policies of the Company have been adopted or updated in compliance with the applicable provisions of Indian laws. A list of these policies is provided below:

• Corporate Social Responsibility (CSR) Policy

• Nomination & Remuneration Policy

• Risk Management Policy

• Related Party Transactions (RPT) Policy

• Prevention of Sexual Harassment (POSH) Policy

• Preservation of Documents Policy

• Materiality Policy

• Familiarization Programme for Independent Directors

• Dividend Distribution Policy

• Board Diversity Policy

• Code of Conduct for the Board and Senior Management

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

• Policy for Determining the material subsidiaries.

• Policy for succession plan for appointment of Directors and Senior Management

• Cybersecurity Policy

• Anti money Laundering Policy

• Anti Bribery and Anti-Corruption Policy

• Vigil Mechanism/Whistle Blower Policy

• Code of conduct to Regulate, Monitor and Report trading by Designated Persons and Immediate Relatives of Designated Persons

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

• There were no applications made or proceedings pending against the Company under the Insolvency 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.

• The abstract of the Business Responsibility and Sustainability Report is being made part of the Annual report for the financial year 2024-25.

• Compliance with Maternity Benefit Act, 1961: The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including those relating to maternity leave, nursing breaks, and other prescribed benefits and entitlements for employees. The Company remains committed to supporting the health and well-being of its workforce in accordance with the law.

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.