The Board of Directors is pleased to present its 07^th Annual Report on the Business and Operations of your Company (“the Company”) and the Standalone and Consolidated Audited Financial Statements for the Financial Year ended March 31, 2023.

FINANCIAL PERFORMANCE SUMMARY:

The summarized financial performance highlight is as mentioned below:

BUSINESS OVERVIEW:

Financial performance:

During the financial year 2022-23 the Standalone revenue from operation stood at ' 11,356.23 lakhs as compared to ' 15,604.59 lakhs during the previous financial year 2021-22, revenue from operations decreased by 27.23% in FY 2022-23 as compared to FY 2021-22. The standalone other income of the Company stood at ' 0.76 lakhs in the financial year 2022-23 as compared to ' 29.51 lakhs in previous financial year 2021-22.

Further, during the financial year 2022-23, the Standalone total expenses have decreased to ' 9,805.04 lakhs from ' 14,477.47 lakhs in the previous financial year 2021-22. The standalone Net Profit for the financial year 2022-23, stood at ' 1,146.62 lakhs in comparison to profit of ' 864.04 lakhs in previous year 2021-22 i.e. Increase in net profit by 32.70% as compared to previous year.

Other Business Achievements during Financial Year 2022-23:

• During the financial Year, We have submitted the OMC tender and received Massive Order of Supply of Bio Diesel of ' 7.40 crores. From IOC, HPCL, BPCL

for Various location in Gujarat by Kotyark Industries Limited and also received Massive Order of Supply of Bio Diesel of ' 44.42 crores. from IOC, HPCL, BPCL for Various location in Gujarat by Yamuna Bio Energy private Limited (Amalgamating Company, a Company which is under process of amalgamation with our Company Kotyark Industries Limited) for various location in Gujarat.

• On January 17, 2023, Company had successfully completed of its pilot project to process its key byproduct i.e., crude glycerine into glycerine (with different purity variants) that has a diverse set of applications ranging from biodegradable plastics, paints & coatings, pharmaceuticals, cosmetics, cleaning agents, and edible oil refineries among others at the existing biodiesel facility of the Company located at Swaroopganj, Rajasthan. This pilot plant facility with a production capacity of 4 MT per day has been set up in its existing biodiesel facility located at Swaroopganj, District Sirohi, RIICO, Rajasthan with an investment of ' 90 lakhs. In the current pilot manufacturing capacity, the Company can generate a sales turnover of ' 5-6 crores annually. Production from this unit has successfully commenced, and the Company is currently working on expanding this project with a full-fledged commercial scale

facility. Taking cue from the initial success of this plant, abundant availability of crude glycerine from existing biodiesel operations & from the market, and a ready market opportunity; the Company has decided to set up a larger facility with a capacity of 70 MT per day. This project will involve a CAPEX of ' 12-14 crores and will be financed from internal accruals. This will adds another growth opportunity for the Company, as the Company see potential for glycerine to grow into a business of its own standing. It allows the Company to diversify revenue stream from being a single-product Company, further given the export potential of glycerine, Company can also look at geographical diversification from this product in the coming years.

• On January 19, 2023, Company has received exemption letter from state of Rajasthan, which has granted 100% exemption from electricity duty and 75% exemption from state GST for a period of 5 years and 295 days (Five years and Two Hundred and Ninety Five days) for our facility located at Plot No. F-86 to F-90, RIICO Industrial area, Swaroopganj, Sirohi, Rajasthan-307023 under the Rajasthan Investment Promotion Scheme, 2019 (RIPS, 2019)

Other Business Achievements After the Financial Year:

• During the financial Year, We have submitted the OMC tender and received allocation sheet after the end of Financial year and Company grab Tender of procurement of Bio Diesel from IOC, HPCL, BPCL amounting to ' 115.90 crores by Kotyark Industries Limited and Tender by Yamuna Bio Energy private Limited (Amalgamating Company, a Company which is under process of amalgamation with our Company Kotyark Industries Limited) from IOC, HPCL, BPCL amounting to ' 78.50 crores for various location in Gujarat and Rajasthan Terminals in India.

• After the end of financial Year, we have submitted the OMC tender and received allocation sheet after the end of the first quarter of financial year 202324 and Company grab Tender of procurement of Bio Diesel from IOC, HPCL, BPCL amounting to ' 154.00 crores (approx) by Kotyark Industries Limited and Tender by Yamuna Bio Energy private Limited (Amalgamating Company, a Company which is under process of amalgamation with our Company Kotyark Industries Limited) from IOC, HPCL, BPCL amounting to ' 24.00 crores (approx.) for various location in Gujarat, Rajasthan, Maharashtra, Madhya Pradesh and Haryana Terminals in India.

CONSOLIDATED AUDITED FINANCIAL STATEMENTS:

Pursuant to the provisions of Sections 129 and 133 of the Act read with the Companies (Accounts) Rules, 2014 and as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company has prepared Consolidated Audited Financial

Statements consolidating financial statements of its wholly owned subsidiary namely “Kotyark Agro Private Limited” with its financial statements in accordance with the applicable provisions.

The Consolidated Audited Financial Statements along with the Independent Auditors' Report thereon are annexed and forms part of this Report and the summarized consolidated financial position is provided in financial highlights stated above.

DIVIDEND:

The Board of Directors of the Company, in its Meeting held on May 15, 2023 recommended a dividend of ' 5/- (Rupees Five Only) per Equity Shares of ' 10/-each., subject to the approval of shareholders at the forthcoming Annual General Meeting. The dividend, when approved, will entail payment to shareholders of ' 436.72 lakhs. It will be tax free income in the hands of recipients till the amount of dividend does not exceed ' 5000.00.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There was no unpaid/unclaimed dividend. Hence, no amount is required to be transferred to Investor Education and Protection Fund.

TRANSFER TO GENERAL RESERVE:

Your Directors do not propose to transfer any amount to the General Reserves. Full amount of net profit are carried to reserve & Surplus account of the Company.

CHANGE IN NATURE OF BUSINESS:

During the year, the Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

ALTERATION OF AOA:

During the year under review, Company has passed Special resolution at the annual general meeting held on September 22, 2022:

i. The existing sub-clause (2) of Article No. 14 be deleted from the Articles of Association of the Company.

ii. Clause 14(3) be renumbered as Clause 14(2).

CHANGE IN REGISTERED OFFICE:

During the year, there was no change in Registered Office of the Company.

SUBSIDIARIES OF THE COMPANY:

The Company incorporated one wholly owned subsidiary Company namely “KOTYARK AGRO PRIVATE LIMITED” on July 7, 2022 registered with Registrar of Companies, Ahmedabad, Gujarat. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (“Act”), a statement containing salient features of the financial statements of “KOTYARK AGRO PRIVATE LIMITED” in Form AOC - 1 is annexed as Annexure - A forms part of this Annual Report.

ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

During the financial year under review, the Company had no joint venture/associate Company.

MATERIAL ACQUISITIONS/ AMALGAMATIONS/MERGERS/ REVALUATION OF ASSET/DISINVESTMENT OF BUSINESS/UNDERTAKING:

During the year under review, the Board at its meeting held on August 10, 2022, Approved the Scheme of Amalgamation ("Scheme") of Yamuna Bio Energy Private Limited ("YBEPL") ("Transferor Company") with the Kotyark Industries Limited ("KIL") ("Transferee Company") and their respective shareholders and creditors, on the recommendation of the Audit Committee and Independent Directors at their respective meetings held on that date. The Company had filed the Scheme with the Stock Exchanges viz., National Stock Exchange of India Limited ("NSE") for "No Objection Certificate".

During the year under review, NSE by their letter dated December 23, 2022, issued to the Company their "No Objection" on the Scheme, in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT, and based on their No Objection, the Company filed an application with Hon'ble National Company Law Tribunal, Ahmedabad Bench, ("Hon'ble NCLT") for approval of the Amalgamation Scheme.

Hon'ble National Company Law Tribunal (NCLT), Ahmedabad Bench has issued an order dated April 26, 2023 for the convening the meeting of the Shareholders of the Kotyark Industries Limited (Transferee Company) and Meeting of Shareholders and unsecured Creditors of Yamuna Bio Energy Private Limited (Transferor Company) on June 9, 2023 for the approval of Scheme of Amalgamation of M/s. Yamuna Bio Energy Private Limited with M/s. Kotyark Industries Limited.

Pursuant to the directions of Hon'ble NCLT, both the Transferee Company and Transferor has successfully convened the respective meeting on June 9, 2023 and Shareholders and unsecured Creditors of respective meeting has approved the resolution of Scheme of Amalgamation of the Companies.

After the approval of Shareholders of transferee Company and Shareholders and Unsecured Creditors of Transferor Company, application is filed with NCLT. The National Company Law Tribunal, Ahmedabad Bench has admitted the application vide CP (CAA)/31(AHM) 2023 seeking sanction to the Composite Scheme of Amalgamation of Yamuna Bio Energy Private Limited with Kotyark Industries Ltd and their respective shareholders and creditors and the petition is fixed for hearing on September 04, 2023 and NCLT directed therein notice to calling for objections, if any, on or before the date of hearing.

CHANGE IN CAPITAL STRUCTURE:

During the year under review, The paid up share capital of the Company has been increased from ' 8,27,49,000.00 (Rupees Eight Crore Twenty Seven Lakhs Forty Nine Thousand Only) divided into 82,74,900 Equity Shares of ' 10/- each to ' 8,73,43,000 (Rupees Eight Crore Seventy Three Lakhs Forty Three Thousand Only) divided into ' 87,34,300 Equity shares of ' 10/- each by way of issue of 4,59,400 Equity shares on Preferential basis during the year 2022-23.

I. Authorized Capital

Authorized Capital of the Company is ' 9,00,00,000.00 (Rupees Nine Crore Only) divided into 90,00,000 Equity shares of ' 10/- each at the end of the Financial Year 2022-23.

During the year, there was no change in the Authorized Capital of the Company.

DEMATERIALIZATION OF SHARES:

The Company has entered into Tripartite Agreement with the depositories, National Securities Depository Limited and Central Depository Service (India) Limited for providing Demat facility to its Shareholders. For the purpose, the Company has appointed M/s. Kfin Technologies Limited, as its registrar and Share Transfer Agent. Further, all the outstanding shares of the Company as on March 31, 2023 are in dematerialized form.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There is no change in the composition of the Board of Directors during the financial year 2022-23.

None of the Directors is disqualified as on March 31, 2023 from being appointed as a Director under Section 164 of the Act.

(II) Composition of Key Managerial Personnel (KMP):

During financial year 2022-23, In accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Gaurang Rameshchandra Shah who is acting as Chairman and Managing Director & Mrs. Dhruti Shah as Whole-Time Director of the Company.

Company has appointed Mr. Priyanka Atodaria as Chief Financial Officer of the Company w.e.f. August 13, 2022 & the Company appointed Mr. Bhavesh Nagar as a Company Secretary and Compliance Officer of the Company w.e.f. December 1, 2022.

(III) Appointment/Cessation of Directors/ KMP during the Year:

During the Financial year 2022-23 following changes took place:

• Mr. Parth Kansara tendered his resignation as Chief Financial Officer of the Company w.e.f. August 12, 2022. The Company has in his place, appointed Ms. Priyanka Atodaria as a Chief Financial Officer of the Company w.e.f. August 13, 2022.

• Ms. Nikita Boonlia tendered her resignation from the post of Company secretary w.e.f. July 6, 2022 and Ms. Urvi Bhupendra Shah tendered her resignation from the post of Company secretary w.e.f. October 28, 2022.

• The Company has appointed Mr. Bhavesh Bachubhai Nagar as Company Secretary & Compliance Officer of the Company w.e.f. December 1, 2022.

(IV) Retirement by rotation:

Mrs. Bhavini Gaurang Shah (DIN: 06836934), director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered herself for re-appointment.

Appropriate business for her re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

The relevant details, as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard, of the person seeking re-appointment/appointment as Director are also provided in Notes to the Notice convening the 07^th Annual General meeting.

(V) Disclosure by Directors:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

(VI) Declaration by the independent directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Act. All the Independent Directors of the Company have registered themselves in the Independent Director Data Bank. Further, In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

A separate meeting of Independent Directors was held on August 10, 2022 to approve the Scheme of Amalgamation and March 22, 2023 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

BOARD MEETING:

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 17 (Seventeen) times as May 11, 2022, June 17, 2022, July 7, 2022, August 10, 2022, August 13, 2022, August 22, 2022, August 23, 2022, September 30, 2022, October 6, 2022, October 10, 2022, November 4, 2022, November 11, 2022, November 17, 2022, December 20, 2022, February 8, 2023, March 18, 2023, March 22, 2023.

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company is the regular invitee at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Audit Committee Policy:

The Audit Committee Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.kotyark.com.

Whistle Blower Policy/Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Company's Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time.

The Company hereby affirms that no Director/employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The Whistle Blower Policy of the Company is available on the website of the Company at www.kotyark.com.

(II) Stakeholder’s Grievance & Relationship Committee:

The Company has constituted Stakeholder's Grievance & Relationship Committee mainly to focus on the redressal of Shareholders'/Investors' Grievances, if any, like Transfer/Transmission/Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants, etc.

During the year under review, Stakeholder's Relationship Committee met 4 (Four) times viz. on May 11, 2022, August 13, 2022, November 4, 2022 and February 8, 2023.

During the year, the Company had not received 11 Queries/complaints from the Shareholders on e-mail and all the queries/complaints were resolved. There was no complaint pending as on March 31, 2023.

Stakeholder’s Relationship Policy:

The Stakeholder's Relationship Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.kotyark.com.

(III) Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

During the year under review, Nomination and Remuneration Committee met 4 (Four) times viz. on July 7, 2022, August 13, 2022, November 11, 2022 and March 22, 2023.

The composition of the Committee and the details of meetings attended by its members are given below:

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1 of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.kotyark.com.

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of Section 134(3)(p) the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners:

• The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

• In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of Executive Directors and Non-Executive Directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had 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 or loss of the Company for that year;

c) The Directors had 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;

d) The Directors had prepared the annual accounts for the year ended March 31, 2023 on going concern basis;

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) 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.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the Related Party Transactions entered into during the financial year were on an Arm's Length basis and in the Ordinary Course of Business. The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is attached as Annexure - B.

The details of the related party transactions for the financial year 2022-23 is given in notes of the financial statements which is part of Annual Report.

In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has formulated the Related Party Transaction Policy and the same is uploaded on the Company's website at www.kotyark.com

DISCLOSURE OF REMUNERATION:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules will be available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished on request.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as an Annexure - C, which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVE:

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has framed policy on Corporate Social Responsibility. As part of its initiatives under CSR, the Company has identified various projects/activities in accordance with Schedule VII of the Act.

The details of CSR activities undertaken during the financial year 2022-23, as required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, are annexed as Annexure - D and forms part of this report.

AUDITORS & AUDITORS’ REPORT I. Internal Auditor:

Pursuant to Section 138 of the Companies Act,

2013 read with the Companies (Accounts) Rules,

2014 (as amended), the Board of Directors, on the recommendations of the Audit Committee, of the Company, has appointed M/s. Ravi Shah & Co., Chartered Accountants, Nadiad, [ICAI Firm Registration No.-121394W], as the Internal Auditors of the Company for the financial year 2022-23.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, during the financial

year, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications hence do not call for any further explanation/s by the Company.

II. Statutory Auditor and their Report:

In line with the requirements of Section 139(2) the Companies Act, 2013, Manubhai & Shah LLP., Chartered Accountants, Ahmedabad (FRN: 106041W), was appointed as Statutory Auditor of the Company at the 06^th AGM held on September 22, 2022 for a term of 1 year to hold office from the conclusion of the said meeting till the conclusion of 07^th AGM to be held in the year 2023.

The Board of Directors of the Company, based on the recommendation of the audit committee, at its, has recommended the re-appointment of M/s. Manubhai & Shah LLP., Chartered Accountants, Ahmedabad (FRN: 106041W), as the Statutory Auditor of the Company to hold office for a term of 1 year from the 07^th AGM till the conclusion of the 08^th AGM to be held in the year 2024 and will be placed for the approval of the shareholders at the ensuing AGM. The Company has received a confirmation from M/s. Manubhai & Shah LLP, Chartered Accountants, that they are eligible for appointment as Statutory Auditors of the Company under Section 139 of Companies Act, 2013 and meet the criteria for appointment as specified in Section 141 of the Companies Act, 2013.

The statutory Auditor's Report forms part of the Annual Report. The Auditor's Report issued by the Statutory Auditors, M/s. Manubhai & Shah LLP, on the Standalone and Consolidated Financial Statement for the financial year ended March 31, 2023 are with unmodified opinion, self-explanatory and do not call for any further comments. The Statutory Auditor's Report does not contain any qualification, reservation or adverse remark on the financial Statements of the Company. The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments thereunder, the draft Annual Return for the Financial Year 2022-23 is available on the website of the Company at www.kotyark.com.

MAINTENANCE OF COST RECORD:

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the companies act, 2013. Accordingly, such accounts and records are not made and maintained by the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an effective internal control system, which ensures that all the assets of the Company are safeguarded and protected against any loss from unauthorized use or disposition.

The Internal Auditors of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee.

The Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company's internal controls over financial reporting was observed.

PUBLIC DEPOSIT:

The Company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the

Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments affecting the financial position of the Company have occurred between the ends of Financial Year of the Company i.e. March 31, 2023.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals during the year which impact the going concern status and the Company's operations in future.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we have framed Prevention of Sexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. Further, the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2022-23, the Company has received NIL complaints on sexual harassment, and NIL complaints remained pending as of March 31, 2023.

The Anti-Sexual Harassment Policy, as adopted by the Board of Directors, is placed on the website of the Company at http://www.kotyark.com

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the applicable Secretarial Standard issued by the Institute of Company Secretaries of India and approved by the Central Government.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered.

A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

The Risk Management Policy, as adopted by the Board of Directors, is placed on the website of the Company at www.kotyark.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review, Management Discussion and Analysis Report is presented in a

separate section which is annexed to this Report as Annexure - F.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2022-23.

CORPORATE GOVERNANCE:

The Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are provided in this report under relevant heading.

GREEN INITIATIVES:

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2022-23 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2022-23 will also be available on the Company's website www.kotyark.com.

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company's shares.

The Insider Trading Policy of the Company covering the “Code of practices and procedures for Fair disclosures of unpublished price sensitive information” is available on the website www.kotyark.com

Maintenance of Structured Digital Database (“SDD”) has been mandatory since April 1, 2019 in view of the relevant provisions under the SEBI (Prohibition of Insider Trading) Regulations, 2015 ('PIT Regulations'). The Company Have Installed SDD Services. Company regularly updates entries in this software and submitted report quarterly to stock exchanges under Regulation 3(5) & (6) of PIT Regulations.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2022-23, there was no application made and proceeding initiated/pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely www.kotyark.com containing information about the Company.

The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134(3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iii) There is no revision in the Board Report or Financial Statement;

(iv) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future;

(v) Information on subsidiary, associate and joint venture companies.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.