Sayaji Industries Ltd

To

THE SHAREHOLDERS,

Your directors have pleasure in presenting the 83^rd annual report together with audited statements of accounts of the company for the financial year ended 31^st March, 2024.

( Rs. In Lakhs)

YEAR IN RETROSPECT:

During the year under review, the company faced challenges stemming from the worsening geopolitical situation, added use of corn to manufacture ethanol which contributed to rising prices of maize and also rise in the cost of other essential inputs. Despite these hurdles, the management worked diligently to mitigate the impact by attempting to pass on these increased costs to customers while striving to secure optimal pricing for the company's products.

While not all of the increased costs could be transferred to customers, the company took proactive measures to remain competitive in the market. However despite of this the company experienced a loss for the year ended 31^st March, 2024. However, this situation has provided valuable insights for future strategies. The company successfully expanded its grinding capacity to more than 850 tons per day, leading to increased grinding activity. This expansion will enhance the operational efficiency and will also positively impact the top line, positioning the company for improved performance in the upcoming periods. The management remains committed to leveraging these advancements to drive growth and improve profitability moving forward.

A) RESULTS ON STANDALONE BASIS :

Your directors are pleased to report that during the year under review, your company could achieve maize grind of 2.91 lakh tons as against 2.87 lakh tons in the previous year due to increased capacity utilization and gradual expansion in capacities of the company. The total income of the company is Rs. 94,386.18 Lakhs as against

Rs. 1,01,956.21 Lakhs in the previous year which indicates a reduction of 7.42% for the reasons indicated earlier. The price of maize during the year under review remained high as compared to the previous year. Cost of some other inputs has also increased. The company could pass on only some portion of such increased cost to its customers. As a result of this the bottom-line of the company suffered as compared to previous year. Your directors inform that company has continued to utilize its working capital very effectively as a result of which there has been less utilization of working capital limits sanctioned by the bank. The liquidity position is adequate to service all interest and debt repayments. The EBITDA of the company during the year under review reduced to Rs.(1057.03) Lakhs as against Rs. 3351.36 Lakhs in the previous year. The gross profit of the company decreased to Rs.(277.45) Lakhs as against Rs. 2317.69 Lakhs in the previous year. The profit before tax of the company stood at Rs. (1863.03) Lakhs as against Rs. 912.85 Lakhs in the previous year and profit after tax declined to Rs. (1,131.89) Lakhs as against Rs. 721.65 Lakhs in the previous year.

B) RESULTS ON CONSOLIDATED BASIS :

There has been an improvement in the turnover and profitability of Alland & Sayaji LLP, the joint venture of your company and also that of Sayaji Seeds LLP, the subsidiary of your company. On a consolidated basis, the total income of your company is Rs. 97,802.01 Lakhs as against Rs. 1,04,988.11 Lakhs in the previous year. The Gross Profit of the Company is Rs. (696.27) Lakhs as against. Rs. 1901.76 Lakhs in the previous year. During the year under review, the profit before tax of the company stood at Rs. (1,889.80) Lakhs as against Rs. 844.05 Lakhs in the previous year. The net profit after tax during the year under review was Rs. (1,166.83) Lakhs as against Rs. 694.45 Lakhs in the previous year.

DIVIDEND:

Keeping in view, the financial performance of the company as mentioned above and also considering the requirements of funds for the proposed expansion and modernization plans of the company in the times to come, your directors do not recommend any dividend for the financial year 2023-24.

FUTURE OUTLOOK :

In the past year, your company has experienced an increase in demand across all product lines. To capitalize on this growth, the company has embarked on an initiative to gradually enhance its grinding capacity and modernize equipment, aiming to boost the quality and yield of finished products. While maize prices and price of other inputs has remained high, the company has been able to pass only certain portion of these increased costs to clients to help safeguard its margins. Looking ahead, the directors are optimistic that an expected normal monsoon could lead to a reduction in price of maize and other input costs. The company is also hopeful of selling its land at Kalol and some portion of its land at Kathwada, not being utilized for business purposes to improve liquidity. This, combined with the increased grinding activities from the ongoing expansion and modernization efforts, is anticipated to enhance both the top and bottom lines of the company in the years to come.

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

TRANSFER TO RESERVES

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

COMMITTEES OF BOARD

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

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee Corporate Social Responsibility Committee

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

There were 8 (eight) meetings of the board held during the year. The details of the meetings of the board and the committees thereof, convened during the financial year 2023-24 are given in the corporate governance report which forms part of this annual report. During the year, all recommendations made by the committees were approved by board.

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

(a) The statutory audit report for the year 2023-24 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditors; and (b) The secretarial audit report for the year 2023-24 does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor appointed by the company.

MAINTENANCE OF COST RECORDS

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

PREVENTION OF INSIDER TRADING

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

SIGNIFICANT & MATERIAL COURT ORDERS

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

TRANSFER TO IEPF OF EQUITY SHARES AND UNCLAIMED DIVIDEND

In terms of the provisions of Section 125 of the Companies Act, 2013 read with the Companies

(Declaration and Payment of Dividend) Rules, 2014, all unclaimed / unpaid dividend up to FY 2015-16 amounting to Rs. 6,05,125/- and all unclaimed / unpaid deposit up to FY 2015-16 amounting to Rs. 60,595/-has been transferred to the Investor Education and Protection Fund. In compliance with the applicable rules and after complying with the requisite formalities, company will be transferring requisite applicable equity shares to the designated demat account of IEPF authority. The details of the shareholders whose shares are liable to be transferred to IEPF can be accessed at company's website viz. www.sayajigroup.in.

CREDIT RATINGS

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

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

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

MD & CFO CERTIFICATION

Certificate from managing director and chief financial officer of the company, pursuant to the Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year 2023-24 under review was placed before the board of directors of the company at its meeting held on 28^th May, 2024.

SECRETARIAL STANDARD

The company complies with all applicable secretarial standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the financial year ended 31^st March, 2024.

AWARDS AND RECOGNITION :

The company has received in past no. of awards for its products, use of boiler and certifications in recognition of the company's systems. The most recent certifications received by the company are ISO45001:2018 certification in recognition of company's health and safety management system, ISO 9001:2015 in recognition of company's quality management system and ISO 14001:2015 in recognition of company's environmental management system.

TECHNICAL ASSISTANCE AGREEMENTS:

The company has continued to avail the benefits of technical expertise from M/s Tate & Lyle, Belgium and SIGMA Mudhendislik Makine Sanayi Ve Ticaret Auaturk Mahallesi, Girne Cad, Turkey. This has enabled it to further improve the technical parameters of the production processes and also improve the quality of its products.

EXPORTS:

Your directors report that the export turnover of the company during the year under review is Rs. 12972.80 Lakhs as against Rs. 13458 Lakhs in the previous year. With expansion of grinding capacities of the company and modernization programs being implemented, your directors hope that there would be increase in the export turnover of the company in the years to come. The company intends to continue with its long-termexport-oriented marketing policy by penetrating more in its existing international market and exploring new avenues for its high value products.

MARKETING:

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

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

PUBLIC DEPOSITS:

Deposits totaling Rs. 5.84 Lakhs, which were due for repayment on or before 31^st March 2024, were not claimed by the depositors on that date. As of the date of this report, the company has repaid Rs. 4.65 Lakhs, and

Rs. 1.19 Lakhs remain unclaimed by the depositors.

Your company has accepted the deposits aggregating to Rs. 944.50 Lakhs (including renewed of deposits

Rs. 420.50 Lakhs) during the year under review after complying with the provisions of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014. There has been no default in repayment of deposits or payment of interest thereon during the year under review and there are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

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

INSURANCE:

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

GREEN INITIATIVE:

During the year under review, the company continued utilization of biogas captured while treating the effluents which are generated from the manufacturing processes of the company. This has resulted into generation of more power at a reduced power cost. Utilization of biogas for generation of electricity reduces emission of the green house gases into environment and thus supports green environment.

MATERIAL CHANGES :

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

DIRECTORS:

Mrs. Sujata P. Mehta retires by rotation at the forthcoming annual general meeting and being eligible, offers herself for re-appointment.

Pursuant to Section 149(11) of the Companies Act, 2013, Mr. Chirag Mahendrabhai Shah (DIN-00021298), Mr. Janak Dinkarrai Desai (DIN- 02565216) and Mr. Gaurang Kantilal Dalal (DIN-00040924), have ceased to be Independent Directors of the Company upon completion of 2 consecutive terms of 5 years each at the close of business hours on 31^st March, 2024.

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

Consent of the members of the company has been obtained by way of special resolutions through postal ballot on 26^th June, 2023 for reappointment of Mr. Priyam B. Mehta as the chairman and managing director of the company for the period of five years from 1^st April, 2023 to 31^st March, 2028 and to his remuneration for the period of three years from 1^st April, 2023 to 31^st March, 2026, reappointment of Mr. Amit N. Shah as the whole time director (technical) for the period of three years from 1^st April, 2023 to 31^st March, 2026, and to approve his remuneration and for increase in the remuneration to be paid to Mr. Varun P. Mehta, executive director from 1^st June, 2023 to 31^st March, 2024 and Mr. Vishal P. Mehta, executive director from 1^st June, 2023 to 31^st March, 2024.

Consent of the members of the company has been obtained by way of special resolution through postal ballot on 09^th December, 2023 for reappointment of Mr. Jaysheel Paranjay Hazarat (DIN 08234136) as Non-Executive Independent Director for the period of five years from 3^rd November, 2023 to 2^nd November, 2028.

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

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

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

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

During the year under review, 8 board meetings, 5 audit committee meetings, 5 nomination and remuneration committee meetings, 4 stakeholder relationship committee meetings, 4 corporate social responsibility committee meetings and 1 meeting of independent directors were convened and held, the details of which are given in the corporate governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year as on 31^st March,

2024 and of the profit and loss of the company for that period;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a "going concern" basis;

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

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

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

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

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

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

* The unsecured loan granted to Sayaji Industries FZC is denominated in AED. For reporting purposes, it is converted into rupees, which may result in discrepancies in the reported amount due to fluctuations in foreign exchange rates.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

SUBSIDIARY COMPANIES

During the year under review, the company has invested AED 1,49,800 in Sayaji Industries (FZC), subsidiary of the company on 18^th July, 2023, for business expansion purposes.

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

CODE OF CONDUCT

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

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

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

STATEMENT ON DEVELOPMENT AND IMPLEMENATION OF RISK MANAGEMENT POLICY

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

INTERNAL FINANCE CONTROL

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

CORPORATE SOCIAL RESPONSIBITY (CSR) POLICY AND CSR INITIATIVES

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

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

The CSR policy developed by the company mentions the areas of its operation, the CSR activities, the allocation of funds and arrangements for carrying out such activities. The members of CSR committee include Mr. Varun P. Mehta as chairman Dr. Gaurang K. Dalal, Dr. Janak D. Desai and Mrs. Sujata P. Mehta as members.

The company has spent a sum of Rs. 40.86 Lakhs on CSR activities during the year under review. After considering the amount of Rs. 1.05 Lakhs available for set off at the beginning of the year, the company was required to spend Rs. 38.82 Lakhs on CSR Activities pursuant to the provisions of Section 135 of the Companies Act, 2013 against which the company has spent a sum of Rs. 40.86 Lakhs and a sum of Rs. 2.04 Lakhs is available for set off in subsequent financial years. The CSR activities were overseen by the CSR Committee and also by the Board of Directors on a regular basis. The report on CSR activitiesis annexed hereto as Annexure - 2 and forms the part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

Your company has complied with the requirements of corporate governance as prescribed under Schedule V of the SEBI (LODR) Regulations, 2015. A separate report on corporate governance forms the part of the annual report. A certificate from the Practicing Company Secretary Amrish Gandhi & Associates regarding compliance of conditions of corporate governance also forms the part of this report.

AUDITORS

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

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, Amrish Gandhi & Associates practicing company secretary was appointed to undertake secretarial audit of the company. The secretarial audit report is annexed herewith as Annexure - 3 and forms the part of this report.

COST AUDITORS

The Company has received a letter dated 20^th May, 2024 from the cost auditors M/s Dalwadi & Associates, Cost Accountants to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The board of directors of the company at its meeting held on28^th May, 2024, appointed M/s Dalwadi & Associates Cost Accountants as the cost auditors of the company to conduct the audit of cost records maintained by the company as required by the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time.

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

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

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

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto excluding the information on employees particulars which is available for inspection by members at the registered office of the company during the business hours on working days of the company upto the date of ensuing 83^rd annual general meeting of the company. If any member is interested in inspecting the same, the member may write to the company secretary in advance.

COMPLIANCE WITH SECRETARIAL STANDARD

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

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE, 2016

No application has been made or any proceeding is pending under the Insolvency and Bankcruptcy code, 2016.

DIFFERENCE IN VALUATION

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

APPRECIATION

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