Indrayani Biotech Ltd

To The Members of Indrayani Biotech Limited.

Your directors are pleased to present the Thirty Second (32^nd) Annual Report of the Company together with the audited financial statements (standalone and consolidated) for the year ended 31^st March, 2024.

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) ("Act") and the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report covers the financial results and other developments during the financial year ended 31^st March, 2024 in respect of Indrayani Biotech Limited ("the Company").

1. State of Company's Affairs: Financial Highlights:

The financial performance for the financial year (FY) 2023-24 is summarised in the following table:

(Rs. in Lakhs)

Consolidated:

The total Consolidated income of the Company during the FY 2023-24 was Rs. 16,744.06 lakhs reflecting an increase of Rs. 2.61 Lakhs, which is up by 0.15% over the previous FY. The net profit after tax was Rs. 1,042.25 lakhs (down by 14.46%) against Rs. 1,193.07 lakhs in the previous FY.

Standalone:

The total Standalone income of the Company during the FY 2023-24 was Rs. 6,594.22 lakhs for the year reflecting a decrease of Rs. 918.01 lakhs which is down by 12% over the previous FY. The net profit after tax was Rs. 145.74 lakhs (down by 71%) against Rs. 505.67 lakhs in the previous FY. The company is continuously taking steps to reduce operating costs and to bring in higher efficiencies.

Business Outlook:

The Company is also exploring opportunities to widen its footprints and in the process of doing a few more acquisitions through its subsidiaries. The company's expansion plan is designed to capitalize on strategic opportunities for growth, enhance market presence and maximize shareholder value. The company also strives for organic growth within the companies acquired in the past and enabling unlocking value of those organisations. This plan outlines the company's targeted approach to geographical and market expansion, supported by prudent financial management and a commitment to maintaining operational excellence.

The Company continues to maintain excellent record on Employees health and safety at all factory locations and has received a token of appreciation from its clients. The Company's management is making sincere efforts to further improve the operations of the Company and record better performance over the coming years.

Report on Performance of Subsidiaries, Associates or Joint Venture Companies:

As on date of this report, the company has the following 12 subsidiaries (including step down subsidiaries and associate companies):

IBL HEALTHCARE LIMITED

IBL THIRUVANAMALAI LLP

IBL LAKSHA HOSPITALS LLP

HEALTHWAY INDIA PRIVATE LIMITED

KNISS LABORATORIES PRIVATE LIMITED

HSL AGRI SOLUTIONS LIMITED

DILASA AGRO PROCESSORS PRIVATE LIMITED (Associate company)

HSLPRIME PROPERTIES PRIVATE LIMITED

DINDIGUL FARM PRODUCT LIMITED

IBL INVESTMENTS LIMITED

IBL SOCIAL FOUNDATION

MATRIX BOILERS PRIVATE LIMITED

Dindigul Farm Product Limited, our Material subsidiary, became a public company on 27^th December 2023, offered shares in SME-IPO and became a listed company at BSE SME on 27^th June 2024.

The statement pursuant to section 129(3) of the Companies Act, 2013 containing the salient features of the financial statements of subsidiary companies forms part of this annual report in Form AOC-1 and is annexed as Annexure-I. The Board has approved a policy for determining material subsidiaries which is available on the company's website www.indrayani.com

2. Change in the Nature of Business:

The company is primarily operating in the tri-segment viz., Foods & Hospitality, Engineering and Healthcare divisions post the scheme of amalgamation. In the FY 2021-22 the company also entered into newer divisions viz., Infrastructure, Agri and Biotech divisions. Further, during the FY 2022-2023, the company has included an object clause to carry on the operations and business of High-tech and / or customary agriculture and stepped into newer divisions viz., Dairy division and Verticals of Healthcare. Accordingly, the Company has amended its object clause of its Memorandum of Association in its Annual General Meeting held on 30.09.2022.

The company will continue to adapt to the evolving needs of the business and keep changing as and when opportunity or need arises in the best interest of creating value to our shareholders.

3. Transfer to Reserves:

During the year under review, the company has transferred an amount of Rs. 145.76 lakhs to the general reserves and an amount of Rs. (499.46) lakhs (including the comprehensive income and previous year closing balance of Rs. (353.70) lakhs) has been retained under deficit in the statement of Profit and Loss.

4. Dividend:

No dividend was declared for the current financial year due to conservation of profits and continued investment in the business made by the company.

5. Transfer of unclaimed dividend to Investor Education and Protection Fund:

During the year under review, there was no unpaid / unclaimed dividend to be transferred to IEPF Account.

6. Share Capital:

During the year under review, the paid-up capital of the company was Rs. 45,53,62,560/- (4,55,36,256 Equity shares of Rs. 10/- each which includes 92,50,000 equity shares allotted upon conversion of 92,50,000 Preference shares and 20,59,064 equity shares allotted upon conversion of 20,59,064 convertible warrants).

Further, the company has increased its authorized share capital from Rs. 46,00,00,000/- to Rs. 65,00,00,000/- Consisting of an equity share capital of Rs. 55,65,00,000/- and preference share capital of Rs. 9,35,00,000/-, through Special Resolution passed by the shareholders at the Postal ballot on 14^th February 2024.

The Company is proposing to reclassify the preference share capital of Rs. 9,35,00,000/- to equity share capital of Rs. 9,35,00,000/- and further increase the authorised capital from Rs. 65,00,00,000/- to Rs. 75,00,00,000/- (Consisting of an 7,50,00,000 equity shares of Rs. 10/- each) and presented a Special Resolution seeking approval of the shareholders in Item no. 4 & 5 of the Notice of this Annual General Meeting, to enable the proposed preferential issue of shares.

The Company is also proposing to increase the aggregate limit for investments by the Foreign Institutional Investors and Non-Resident Indians in Equity Share Capital of the Company and presented a Special Resolution seeking approval of the shareholders in Item no. 4 & 5 of Notice of this Annual General Meeting.

7. Deposits:

The Company has neither accepted any deposits from its members nor has any unclaimed deposits during the year ended March 31, 2024. Accordingly, provisions of acceptance of deposits under Sections 73 to 76 of Companies Act, 2013 are not applicable to the Company.

8. Material changes and commitments, if any, affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

The annual accounts of the subsidiary companies are available on the website of the company www.indrayani.com and kept for inspection by the shareholders at the registered office during normal business hours of the company. The company shall provide the copy of the annual accounts of subsidiary companies to the shareholders upon their request.

9. Management Discussion and Analysis Report:

Pursuant to Schedule V of Listing Regulations "Management Discussion and Analysis Report" is given separately and forms part of this Report.

10. Statement on Risk Management:

The Board identifies and reviews the various elements of risk which the company has to face and laid out the procedures and measures for mitigating those risks. The elements of risk threatening the company's existence are very minimal. The company does not face any risks other than those that are prevalent in the industry and has taken all possible steps to overcome such risks.

The main concern is availability of funds for capital investments on infrastructure and working capital for various divisions of the company. The company is liaising with funders who can invest in the company divisions and also deliberating plans to raise funds through various available sources to take care of funding requirements for growth.

11. Vigil Mechanism:

In accordance with section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015 the company has established a Vigil Mechanism and has a Whistle Blower Policy. The policy provides a mechanism for all employees to report to the management, grievances about the unethical behaviour or any suspected fraud. The policy is available at the website of the company www.indrayani.com.

12. Copy of Annual Return:

As per the requirements of Section 92(3), 134(3)a and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), a copy of Annual Return in the prescribed Form MGT-7 for the Financial Year ended March 31, 2024 is placed on the company's website www.indrayani.com.

13. Corporate Social Responsibility:

During the year under review, our Company touched the Corporate Social Responsibility (CSR) threshold limit in accordance with the Section 135 of the Companies Act, 2013. However, our CSR spending liability for the financial year 2023-24 stands in the negative. Thus, the Company is not required to constitute CSR committee as per the provisions of the Companies Act and the Company is not required to attach an Annual Report on CSR activities.

14. Directors and Key Managerial Personnel:

The Board of the Company is duly constituted. None of the directors of the Company are disqualified under the provisions of the Act or the Listing Regulations.

15. Composition of Board of Directors and Key Managerial Personnel:

As on the date of this report, the following are the Directors and Key Managerial Personnel of the Company:

Change in the Constitution of Key Managerial Personnel:

Mr. Rajesh Kumar Sundarray, Company Secretary and Compliance Officer, has resigned with effect from 10^th January 2024 and Mr. V. Santhanakrishnan has been appointed as the Company Secretary and Compliance Officer with effect from 11^th January 2024.

Change in the Constitution of Board of Directors:

There has been no change in the constitution of Board of Directors during the year under review.

Retire by Rotation:

Mr. Swaminathan, Whole-time Director (DIN: 02481041) and Mrs. Lakshmiprabha Kasiraman, Non-Executive Director (DIN: 02885912), retires by rotation in the ensuing Annual General Meeting and being eligible, offers themself for reappointment. The directors recommend their reappointment.

Necessary Disclosures:

During the Financial Year under review, the Board of Directors and the Key Managerial Personnel of the Company have made necessary disclosures to the Company, as made applicable in accordance with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) regulations.

16. Declaration from Independent Directors:

The company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of independence as prescribed both under section 149(6) of the Companies Act, 2013 and regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 and declarations under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 from all the Independent Directors.

A separate meeting of the Independent Directors was held on February 10, 2024.

To review the performances of Non-independent Directors and Executive Directors

To assess the quality, quantity and timeliness of flow of Information

17. Board and Committee meetings conducted during the period under review:

During the financial year ended 31^st March, 2024, the Company held 8 (Eight) meetings of the Board of Directors as per Section 173 of Companies Act, 2013. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

The Board meetings were held on 11-05-2023, 14-06-2023, 11-08-2023, 29-08-2023, 01-11-2023, 14-11-2023, 10-01-2024, 10-02-2024.

As per the requirements of the Act and Listing Regulations, the following committees were constituted and the composition, meeting of committees held during the year are as follows

During the year under meeting of committees held are as follows:

Four (4) meetings of the Audit Committee;

Three (3) meetings of the Nomination and Remuneration Committee;

Twelve (12) meetings of the Stakeholders Relationship Committee; and

One (1) meeting of the Independent Directors

One (1) meeting of the Allotment Committee

Further details of the same have been enumerated in the Corporate Governance Report section.

18. Directors' Responsibility Statement:

Pursuant to the requirement of section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, the Board hereby confirms that: i. In the preparation of the annual accounts, the applicable accounting standards had been followed and there were no material departures from those standards;

ii. The Directors had selected such accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view (1) of the state of affairs of the company at the end of the financial year and (2) of the profit of the company for that period;

iii. The Directors had 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 had prepared the annual accounts on a going concern basis;

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

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

19. Statement regarding opinion of the board with regard to integrity, expertise:

The Board of Directors have evaluated the Independent Directors during the FY 2023-24 and opined that the integrity, expertise and experience (including proficiency) of the Independent Directors is satisfactory.

20. Company's policy relating to Directors' appointment, payment of remuneration and other matters provided under Section 178(3) of the Companies Act, 2013:

The Board, on the recommendation of the Nomination and Remuneration Committee, had framed a policy which inter alia provides the criteria for selection and appointment of Directors, Key Managerial Personnel, Senior Management, evaluation of their performance and the remuneration payable to them. The criteria for determining qualifications, positive attributes and independence of Directors have been stated in the Nomination and Remuneration Policy. The Nomination and Remuneration policy of the company is available in the website of the Company at www.indrayani.com.

21. Annual evaluation of the Board on its own performance and of the individual directors:

The Companies Act and Listing Regulations contain provisions on evaluation of the performance of the Board and its Committees as a whole and Directors including Independent Directors, Non-Independent Directors and Chairperson individually. In pursuant thereof, annual evaluation of performance of the Board, working of its committees, contribution and impact of individual directors has been carried out for peer evaluation on various parameters.

On the advice of the Board of Directors, the Nomination and Remuneration Committee has formulated the criteria for evaluating the performance of the Board of Directors & its committees, Independent Directors, Non-Independent Directors, the Chairman and the Managing Director. Based on that, performance evaluation of the Board, Committees of the Board and every Individual Directors including the Independent Directors of the Company has been undertaken. The Independent Directors of the company have also convened a separate meeting for this purpose. The results of the performance evaluation have been communicated to the concerned.

22. Particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013:

Details of loans given, investments made, guarantees given and securities provided pursuant to the provisions of section 186 of the Companies Act, 2013 is given in the notes to financial statements.

23. Particulars of contracts or arrangements made with related parties:

All transactions entered into with related parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the Financial Year 2023-24 were in the ordinary course of business and at arm's length pricing basis. The Form AOC-2 with details of all related party transactions is provided as Annexure-II of this report and as part of notes to the financial statements.

Further, the Board of Directors has identified that there are material related party transactions proposed to be entered with subsidiaries, which are more than 10% of the consolidated turnover. Hence, such transactions are requiring approval Special Resolution to be passed by the shareholders and are presented in Item no. 7 to 12 of Notice of this Annual General Meeting.

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

Conservation of energy is of utmost significance to the Company. The operations of the Company are not energy-intensive. However, every effort is made to ensure optimum use of energy by using energy-efficient computers, processes and other office equipment. Constant efforts are made through regular / preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy. The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities.

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 134(3) (m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure-III of this report.

25. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operation in future:

There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Code, 2016 during the year:

No applications have been made and no proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

27. Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof:

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions during the year under review.

28. Disclosure regarding the maintenance of Cost Records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013:

The Company is not required to maintain any Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

29. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has always believed in providing a safe and harassment free workplace for every individual working in the company's premises through various interventions and practices. The

Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. During the period ended 31^st March, 2024, no complaints were received pertaining to sexual harassment.

30. Statutory Auditors:

M/s Venkatesh & Co, (FRN 004636S) Chartered Accountants, Chennai was appointed as Statutory auditor of the company for a period of 5 consecutive years at the 26th Annual General Meeting of the Company held on September 19, 2018. The Shareholders, at 31^st Annual General Meeting held on 20^th September, 2023, had appointed, M/s Venkatesh & Co, (FRN 004636S) Chartered Accountants, Chennai, as the statutory auditors of the Company for a period of 5 (Five) consecutive financial years, from the conclusion of the 31^st Annual General Meeting until the conclusion of the 36^th Annual General Meeting of the Company to be held in the year 2028.

31. Secretarial Auditor:

The Secretarial Audit was carried out by Mr. Krishnamurthi Ravichandran, (ACS No: 12838, CP No: 3207) Company Secretary in Practice, for the financial year 2023-24. A secretarial audit report given by the secretarial auditor in Form No. MR-3 is enclosed with this report as Annexure-IV for the financial year 2023-24.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of directors has appointed Mr. Krishnamurthi Ravichandran, (ACS No: 12838, CP No: 3207) Company Secretary in Practice, as the Secretarial auditor of the Company for the financial year 2023-24.

As per regulation 24A(1) of SEBI Listing Regulations, your Company is required to annex a secretarial audit report of its material unlisted subsidiary incorporated in India to its Annual Report. Accordingly, the Secretarial Audit Report for the Financial Year 2023-24 of Dindigul Farm Product Private Limited, a material subsidiary incorporated in India, is annexed along with Annexure-IV of this report.

32. Board's comment on the qualification or reservations, if any given by the statutory auditor and secretarial auditor:

There are few observations made by M/s Venkatesh & Co, Statutory Auditors, under section 143(3) (h) of the Companies Act, 2013 and by Mr. Krishnamurthy Ravichandran, Secretarial Auditor under section 204(3) of the Companies Act, 2013 in their reports. Management responses to the observations are provided in Annexure VI.

2013 other than those which are reportable to the Central Government:

There had been no frauds reported by the auditors pursuant to section 143(12) of the Companies Act, 2013.

34. Internal Auditor:

Mr. Kanumaru Rajesh, was the Internal Auditor of the Company for the entire financial year and to maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee. The scope and authority of the Internal Audit function is clearly defined by the Audit Committee of the Board. The Internal Auditor monitor and evaluate the efficacy and adequacy of the internal control system of the Company, its compliance with applicable laws/regulations, accounting procedures and policies on a standalone basis. Based on the reports of the Internal Auditor, corrective actions will be undertaken, thereby strengthening the controls. Significant audit observations and action plans were presented to the Audit Committee of the Board on a quarterly basis.

35. Adequacy of internal financial controls with reference to the financial statements:

The company has implemented and evaluated the internal financial controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The company has appointed internal auditors with a dedicated internal audit team. The internal audit reports were reviewed periodically by the Board. Further, the Board annually reviews the effectiveness of the company's internal control system.

The Directors and management confirm that the internal financial controls are adequate with respect to the operations of the company. A report certifying the adequacy of internal financial controls pursuant to Section 143(3) (i) of the Companies Act, 2013, is given in the Auditors report.

36. Safe & Conducive Workplace:

The Company is committed to providing a safe and conducive work environment to its employees. During the financial year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

37. Particulars of Employees:

The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with Rules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 employees are not drawing remuneration in excess of the limits set out in the said Rules. The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report in Annexure-V.

Considering the second proviso to section 136(1) of the Companies Act, 2013, the annual report, excluding the aforesaid information, is being sent to the members of the company and others entitled thereto. Any shareholders interested in obtaining a copy thereof, may write to the company secretary in this regard.

38. Statement on Compliance with applicable Secretarial Standards:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on the meeting of the Board of Directors (SS-1) and General Meetings (SS-2).

39. Acknowledgement:

The Board sincerely thanks the Government of India, SEBI, BSE, RBI, the Government of Tamil Nadu, other State Governments and various government agencies for their continued support, co-operation and advice. The Board places on record its gratitude to the members of various committees for their guidance and leadership and for providing valuable contribution towards the functioning of respective committees during the year. The Board also acknowledges the support extended by trading members, issuers, investors in the capital market and other market intermediaries and associates.

The Board of Directors feel compelled to express our sincere acknowledgment and heartfelt appreciation to the farmers, customers, consumers, investors, bankers, vendors, business associates and all stakeholders who have played an invaluable role in our collective success. The Board further extend its sincere appreciation to all the employees for their dedication and contribution and to all the shareholders for their trust and confidence in the management of the Company. The Board is also deeply touched by the efforts, sincerity and loyalty displayed by the employees for their commitment, co-operation and collaboration in advancing the mission and vision of the Company towards achieving its goals.

By the order of the Board of Directors For Indrayani Biotech Limited