Ajanta Soya Ltd

TO THE MEMBERS OF AJANTA SOYA LIMITED

Your directors are pleased to present the 33rd Annual Report on the business and operations of the Company and the financial accounts for the year ended 31st March, 2024.

Financial Highlights

Company Performance

During the year under review the total income of the Company was Rs. 1,03,131.02 Lakhs as against Rs. 1,23,916.50 Lakhs in the previous year. The total expenses of the Company were Rs. 1,02,619.40 Lakhs during the year as compared to Rs. 1,23,534.13 Lakhs during the previous year. During the year the Company earned a profit after tax of Rs. 402.89 Lakhs against a profit after tax of Rs. 223.55 Lakhs in the previous year.

Your Directors are putting in their best efforts to improve the performance of the Company by increasing the throughput of the plant.

Statement of Company's Affair

The Company is engaged in the business of manufacturing of Vanaspati and Refined Oil with shortening products (bakery & biscuit). During the year company has produced 97,353.855 MT of Vanaspati/Refined Oil as against 97,022.552 MT in the previous year.

The most popular brands of Vanaspati/refined oil and bakery shortening are "Dhruv", "Anchal", "Parv", "ASL", "ASL Pure", "ASL Fine Fingers" and "Nutri 1992" etc. and all are which enjoy a considerable market share. Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report attached to this report.

Change in nature of Business of the Company There has been no change in business of the Company.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2024 and the date of this Report.

Dividend

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company, thus no dividend is recommended for this year.

Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (iEpF).

Share Capital

The paid-up Equity Share Capital as on 31st March, 2024 was Rs. 1609.66 Lakhs. During the year under review, the Company has not issued any Shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Utilization of Issue Proceeds

During the period under review, Company has not raised any funds through preferential allotment or qualified institutions placement.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Pursuant to Section 134(3)(g) of the Companies Act, 2013 details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are as under below.

Detail of Investment as on 31st March, 2024

* Fair Value of Investments as per Ind AS.

During the financial year ended 31st March, 2024, no Guarantee and Loan u/s 186 of the Companies Act, 2013 was made by the Company.

Disclosure on Deposit under Chapter V

The Company has neither accepted nor renewed any deposits during the Financial Year 2023-24 in terms of Chapter V of the Companies Act, 2013.

Report on Subsidiaries, Associates and Joint Venture companies

The Company has no subsidiaries, associates and joint ventures companies.

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

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ‘Annexure 1' which forms part of this report.

Listing

At present, the equity shares of the Company are listed at BSE Limited (BSE). The annual listing fees for the financial year 2024-25 to BSE Limited have been paid.

Management Discussion and Analysis Report

In terms of the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time, the Management's Discussion and Analysis Report is provided in a separate section and forms an integral part of this Report.

Corporate Governance

Corporate Governance is all about ethical conduct, openness, integrity and accountability of an enterprise. Good Corporate Governance involves a commitment of the Company to run the business in a legal, ethical and transparent manner and runs from the top and permeates throughout the organization. It involves a set of relationships between a Company's management, its Board, shareholders and Stakeholders. It is a key element in improving the economic efficiency of the enterprise. Credibility offered by Corporate Governance helps in improving the confidence of the investors - both domestic and foreign, and establishing productive and lasting business relationship with all stakeholders.

At ASL Corporate Governance is more a way of business life than a mere legal obligation. Strong governance practices of the Company have been rewarded in the Company.

A Certificate from Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the Listing Regulations is attached in the Corporate Governance Report and forms part of this report.

Certificate of the CEO/CFO, inter-alia, confirming the correctness of the financial statements, compliance with Company's Code of Conduct, adequacy of the internal control measures and reporting of matters to the auditors and the Audit committee in terms of Regulation 17 of the Listing Regulations is attached in the Corporate Governance report, and forms part of this report.

Credit Rating

During the year Brickwork Ratings India Private Limited has assigned the Bank Loan External Ratings of the Company dated 17th August, 2023 as mentioned below:

Board of Directors

During the year under review and between the end of the financial year and date of this report, following are the changes in Directors of the Company:

a. Retirement by rotation and subsequent re-appointment

i. Mr. Sushil Kumar Solanki (DIN: 08912780) who retires by rotation on the AGM held on 26th September, 2023 was re-appointed as Director in pursuant to the provisions of Section 152 of the Companies Act, 2013.

ii. In Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting (AGM). Consequently, Mr. Sushil Kumar Goyal (DIN: 00i25275), Director will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

b. Appointment of Directors and Whole time Directors

i. Mr. Sushil Goyal (DIN:00125275), Managing Director was re-appointed for a period 3 years with effect from 26th July, 2023 till 25th July, 2026 at the AGM held on 26th September, 2023.

ii. Mr. Abhey Goyal (DIN: 02321262), Whole time Director was re-appointed for a period 3 years with effect from 1st July, 2023 till 30th June, 2026 at the AGM held on 26th September, 2023.

iii. Mr. Sushil Kumar Solanki (DIN: 08912780), Whole time Director was re-appointed for a period 3 years with effect from 15th October, 2023 till 14th October, 2026 at the AGM held on 26thSeptember, 2023.

iv. The Board at its meeting held on 19th January, 2024, on basis of the recommendation of the Nomination and Remuneration Committee had approved the Appointment of Mr. Arun Tyagi (DIN: 10461507) as an Additional Director and Whole Time Director of the Company for a term of 3 consecutive years with effect from 19th January, 2024, subject to the approval of the Members of the Company. Members approved the appointment through a Resolution passed by Postal Ballot with requisite majority on 3rd April, 2024.

c. Cessation

i. Mr. Sushil Kumar Solanki (DIN: 08912780), Whole Time Director of the Company resigned due to his preoccupations with other works, w.e.f. close of business hours on 19th January, 2024.

ii. Mr. Harsh Chander Kansal (DIN: 00125411) ceased as Non-executive Independent Director of the Company w.e.f. close of business hours on 31st March 2024 upon completion of his two consecutive terms of 5 (Five) years each.

iii. Mr. Hemant Bansal (DIN: 00526206) ceased as Non-executive Independent Director of the Company w.e.f. close of business hours on 31st March 2024 upon completion of his two consecutive terms of 5 (Five) years each.

The Board places on record its deep appreciation for the invaluable contribution and guidance provided by the outgoing Directors during their tenure on the Board.

d. Appointment of Independent Directors

i. On the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Alok Narayan Pandey (DIN: 09396715) was appointed as a Non-executive Independent Director of the Company for a term of five consecutive years with effect from 1st April, 2024 up to 31st March, 2029. The members of the Company approved the said appointment by way of a special resolution passed on 3rd April, 2024 through postal ballot conducted by remote e-voting process.

ii. On the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Rupesh Deorah (DIN: 00206751) was appointed as a Non-executive Independent Director of the Company for a term of five consecutive years with effect from 1st April 2024 up to 31st March 2029. The members of the Company approved the said appointment by way of a special resolution passed on 3rd April, 2024 through postal ballot conducted by remote e-voting process.

iii. The Board of Directors at their meeting held on 14th August, 2024, has recommended to the Members at the ensuing AGM the appointment of Ms. Sonia Poddar (DIN: 07069540) as a Non-executive Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 consecutive years with effect from 1st October, 2024 to 30th September, 2O29 (both days inclusive).

In terms of the provisions of rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board opines that the Independent Directors so appointed/re-appointed hold highest standards of integrity and possess necessary expertise and experience.

A brief resume of the Directors proposed to be appointed/re-appointed in the ensuing Annual General Meeting, the nature of his/her expertise in specific functional areas, disclosure of relationships between Directors inter-se, names of Companies in which he/she has held directorships, committee memberships/chairmanships, his/her shareholding and other details as stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") as amended read with the provisions of the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ("SS-2") is annexed to the Notice of the ensuing AGM.

None of the aforesaid Directors of the Company is disqualified from being appointed as directors, as specified in Section 164(1) and Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of directors) Rules, 2014. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

e. Declaration by Independent Directors

Pursuant to provisions of Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act and under Regulation 16 and 25 of SEBI Listing Regulations, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of Independence and there has been no change in the circumstances affecting their status as Independent Director of the Company.

The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Companies Act, 2013. All our Independent Directors are registered on the Independent Directors Databank.

After undertaking a due assessment of their disclosures, in the opinion of the Board of Directors, all the Independent Directors fulfilled the requirements of the Companies Act, 2013 and the Listing Regulations and were Independent of the management of the Company.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

* Resigned as Whole time Director w.e.f. 19th January, 2024.

**Appointed as Whole Time Director w.e.f. 19h January, 2024.

Policy on Directors appointment and Policy on remuneration

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, Independence of a Director and the policy on remuneration of Directors, KMP and other employees is attached as ‘Annexure 2' respectively, which forms part of this report.

The Nomination and Remuneration Policy is available on the Company's website at https://ajantasoya.com/investor- information-2/.

Particulars of remuneration of Directors/ KMP/Employees

There are no employees who are in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required to be disclosed in the Board's Report pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is attached as ‘Annexure 3' to this Report.

Number of Meetings of the Board

During the Financial Year 2023-24, 7 (Seven) number of Board meetings were held. For details there of kindly refer to the section Board of Directors in the Corporate Governance Report.

Performance Evaluation of the Board, its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter- alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board's focus, regulatory compliances and Corporate Governance, etc. Similarly, for evaluation of Individual Director's performance, the questionnaire covers various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.

Board members had submitted their response on a scale of 5 (excellent) - 1 (poor) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors.

As part of the evaluation process, the performance of Non-independent Directors, the Chairman and the Board was conducted by the independent Directors. The performance evaluation of the respective Committees and that of independent and Non-independent Directors was done by the Board excluding the Director being evaluated.

The performance evaluation of all the independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.

Composition of Audit Committee

As on 31st March, 2024, the Audit Committee of the Company comprises the following Directors:

*Mr. Harsh Chander Kansal ceased as an Independent Director and the Chairman of the Audit Committee upon completion of his two consecutive terms of 5 (Five) years each w.e.f. close of business hours on 31" March 2024.

**Mr. Hemant Bansal ceased as an Independent Director and the Member of the Audit Committee upon completion of his two consecutive terms of 5 (Five) years each w. e.f. close of business hours on 31" March 2024.

Considering the completion of term of aforesaid independent Directors, Board of Directors in their meeting held on 29th March, 2024 re-constituted the Audit Committee which is effective from 1st April, 2024. The reconstituted Audit Committee effective from 1st April, 2024 is as follows:

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

Statutory Auditors and their Report

At the 31st Annual General Meeting of the Company held on 30th September, 2022, the Members approved the appointment of M/s TAS Associates, Chartered Accountants, (FRN: 010520N) as Statutory Auditors of the Company to hold office as the statutory Auditors for a period of five (5) years from the conclusion of the 31st Annual General Meeting till the conclusion of the 36th Annual General Meeting of the Company. During the year, the Statutory Auditors have confirmed that they satisfy the independence criteria required under the Act.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor's Report are self-explanatory.

Cost Auditors and their Report

During the Financial Year 2023-24 as per Section 148 of the Companies Act, 2013 read with Rules framed thereunder, M/s K.G. Goyal & Associates, Cost Accountants, (Firm's Registration No. 000024) were re-appointed as Cost Auditors to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. After the end of the financial year M/s K.G. Goyal & Associates, Cost Accountants, (Firm's Registration No. 000024) have also been appointed as Cost Auditors for the Financial Year 202425 by the Board of Directors, upon recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing annual general meeting. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

Maintenance of cost records

Pursuant to the provisions under Section 148 of the Companies Act, 2013 read with Rules framed thereunder, the Directors confirm that the proper Cost accounts and records are maintained by the Company in terms of the Act.