Your directors take pleasure in presenting their 33rd Annual Report along with the Audited financial statements for the
year ended 31st March, 2024.

highlights of financial performance

• Total revenue for the year was Rs. 19402.53 Lakhs as compared to Rs.14369.28 Lakhs.

• Net sales for the year were Rs. 19372.78 Lakhs as compared to Rs. 14359.72 Lakhs in the previous year.

• Profit/(Loss) before tax for the year was Rs. (1246.29) Lakhs as compared to profit of Rs. 101.79 Lakhs in the
previous year.

• Profit/(Loss) after tax for the year was Rs. (1251.90) Lakhs as compared to Rs. 71.29 Lakhs in the previous year.

summarised profit and loss account

(Rs. In Lakhs)

directors’ responsibility statement

To the best our knowledge and belief and according to the information and explanations obtained by us, your Directors
confirms the following statements in terms of section 134(3)(c) and 134(5) of the Companies Act, 2013:

a. that in the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting
standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and
applied consistently. Judgments and estimates have been made that are reasonable and prudent so as to give a
true and fair view of the state of affairs and Loss of the Company as at 31st March, 2024.

c. that they 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;

d. that they have prepared the Annual Accounts on a “going concern” basis;

e. that they have laid down internal financial controls for the company and such internal financial controls were
adequate and were operating effectively.

f. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and such
system are adequate and operating effectively.

state of affairs

The company is primarily engaged in manufacture of soybean oil, fats and de-oiled cakes through solvent extraction
process and wholesale of cereals and pulses. During the year under review, your company has also successfully
established Rice Mill on 30th December, 2023 for custom milling business activities.

share capital

The paid-up Equity Share Capital as on 31st March, 2024 was Rs. 374.70 Lakhs divided into 37.47 Lakhs equity shares of
Rs.10/- each. During the year under review, the Company has not issued shares with differential voting rights or granted
stock options or sweat equity shares.

listing of shares of the company

The entire equity shares of the company continue to remain listed on BSE Ltd. (Scrip Code: 530119). The company has
paid the Annual Listing Fees to BSE Ltd. for the year 2024-25 and the Custodian fee to the CDSL and NSDL for the
financial year 2023-24 on time. The shares of the Company are frequently traded at BSE Ltd.

dividend

In view of the losses suffered by the Company during the year under review your directors do not recommend any dividend
for the Financial Year 2023-24 (Previous Year 2022-23: Rs. Nil) and proposes to retain the profits for future business
requirements of the Company.

transfer to reserves

The company has not transferred any amount to the general reserves or any other reserves during the year 2023-24
(Previous year: Nil).

finance

Cash and cash equivalent as at 31st March, 2024 is Rs. 71.27 Lakhs (Previous year Rs. 239.58 Lakhs) The Company
continues to focus on management of its working capital, receivables, and inventories. The other working capital
parameters are kept under continuous monitoring.

deposits

Your Company has not accepted deposits from the public falling within the ambit of section 73 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st
March, 2024.

Further, the Company has not accepted any deposit or loans in contravention of the provisions of Chapter V of the
Companies Act, 2013 and the Rules made there under.

particulars of loans, guarantees or investments

The Company has not provided any loans, guarantees, or provided any kind of security to any company or body corporate.
However, the company has made certain investments in Mutual funds which has been disclosed in the Financial
Statements attached to this report. Details of the same is not reproduced in order to avoid repetition.

management discussion and analysis

a) Economic Scenario and Future Outlook

There is an increase in the Soyabean cultivation area in the nearby areas and normal onset of monsoon will help
crop production and lead to better quality crop in the current year which adds to the better quality of raw material
available at suitable prices. The company is focusing on improving the availability of its packaged oil to tap into the
growing market for packaged food products.

b) Industry Outlook and Opportunities

The branded edible oil market is expected to grow, and it is estimated that close to 75% of the total edible oil
available in terms of volume is retailed as a branded product. The edible oil industry in India is shifting to branded
oils, which bodes well for the organized players.

The demand for De-oiled cakes (DOC) is expected to remain subdued as growth outlook of poultry industry is flat
and more and more poultry producers are using DDGS as cheaper alternative for DOC. Also, political unrest in
Bangladesh will have unforeseen impact on demand.

Rice Mill custom milling business is expected to drive revenues in the milling season subject to paddy procurement
by government for Public Distribution System (PDS)

Government intervention in the industry is expected to continue to play a major role.

c) Opportunities and Threats:

Opportunities this year are expected to arise in the form of lower seed prices and availability in nearby Agriculture
Produce Markets/Mandis. Imposition of import duties on edible oils will lead to better realizable prices of edible oil.

Increased use of alternate products of Soya DOC in poultry feed poses fresh challenges for the industry, the
quantum of which will be visible as the year progresses any adverse changes in government policy will also have a
negative impact on the company's business,

d) Human Resources:

Many initiatives were taken to support business through organizational efficiency, process change support and

various employee engagement programs which has helped the organization to achieve higher productivity level. A
significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in
order to meet future talent requirement.

The Company's HR processes such as hiring and on-boarding, fair & transparent performance evaluation, talent
management process, workmen development process and market aligned policies are being seen as benchmark
practices in the industry.

During the year under review, the following Human Resources initiatives received greater focus:

• Leadership Development: As a part of Leadership Development, talented employees have been seconded
to the senior leadership team to mentor them and prepare them for the next higher role.

e) Segment Reporting & Finance performance of the Product:

Company is dealing in the two business segment activities i.e., Solvent Extraction including Rice Milling and
Commodity Trading. Segment reporting of financial performance is done as per the requirements.

f) Details of Significant Changes in Key Financial Ratios

As per the requirement of New Schedule III of the Companies Act, 2013, the Key Financial Ratio is also provided in
the Financial Statements. Members are requested to view Note No. 30.

However, Return on Net worth for the year is -37.14% as compared to previous year is 1.54% and the decrease in
Return on Net worth indicates the loss incurred by the company in the current year.

g) Internal Control System and their Adequacy: The Company possesses robust internal control systems and
processes that align with its size and operations. The Company has well-crafted policies and procedures that cover
all significant activities, and their effectiveness is tested, including financial disclosure. Adherence to these policies
and procedures is a vital component of the management review process. The internal audit processes provide
greater efficiency and transparency. The Internal Auditor conducts audits in accordance with standard auditing
practices and then recommends improvements to processes and procedures to ensure compliance and efficiency.
The Company has established several Board Committees that are mainly composed of Independent Directors to
oversee and govern the effectiveness of internal controls, as part of its corporate governance framework.

h) Cautionary statement:

Statement made in the management discussion and analysis report as regards the expectations or predictions are
forward looking statements within the meaning of applicable laws and Regulations. Actual performance may
deviate from the explicit or implicit expectations.

i) Disclosure of Accounting Treatment:

In the preparation of the financial statements, the Company has followed the Indian Accounting Standards as
notified. The significant accounting policies which are consistently applied have been set out in the Notes to the
Financial Statements.

market development
volume

The Company will continue to focus on growing its activities with a view to have better reach and realizations. The
company is planning to introduce various packaging sizes to cater to a wider range of customers. The company will lay
greater stress upon developing its brand and create better visibility in the market.

selling price

The company is in the main business activities of Solvent Extraction of Soybean oil and in this industry, price is determined
by market forces including effect of monsoon and the government policies.

csr initiatives

In view of the profits and turnover, the Company is not required to undertake CSR activity for the year 2023-24. However,
the company is having unspent amount of Rs.26.98 Lakhs for the previous years unspent account out of which the
company has spent Rs.19.23 Lakhs in the financial year 31/03/2024 and the remaining amount of Rs.7.75 Lakhs will be
spent from the separate bank account as per applicable provision of the law. The Annual Report on CSR activities is
annexed herewith as “Annexure A”.

disclosure under the sexual harassment of women at workplace (prevention, prohibition
and REDRESSAL) act, 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
(‘Act') and Rules made thereunder, your company has constituted Internal Complaints Committees (ICC). Statement
showing the number of complaints filed during the financial year and the number of complaints pending as on the end of
the financial year is shown as under: -

Since, there is no complaint received during the year which is appreciable as the management of the company endeavor
efforts to provide safe environment for the female employees of the company.

risk management policy and internal adequacy

The Company is engaged in the business of extraction of edible oil and de-oiled cakes from Soya seeds, which is
associated with the normal business risk as well as the imbalance of demand-supply of products in the Domestic and
International Market.

Other than this, the Government policy, local area authority, Taxation policy, fluctuations in foreign currency rate, monsoon
activities, non-availability of proper soya seeds may adversely affect the profitability of the Company. In addition to that the
product is also subject to various processes and clearances, like payment of compensations, subsidies etc. as may be
decided by the State Government.

Moreover, weak International Market signals are deterrent to long term strategy, hence your company is trading safely and
does not want to engage in the long-term risks. Further, we are focused on reducing trade barriers.

internal financial control & its effectiveness

The Board of Directors has devised systems, policies and procedures / frameworks, which are currently operational within
the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Company's
policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness
of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit
Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their
intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to
strengthen controls. These controls are in turn reviewed at regular intervals.

Nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls,
procedures or systems occurred during the year under review. There have been no significant changes in the Company's
internal financial controls during the year that have materially affected or are reasonably likely to materially affect its
internal financial controls. There are inherent limitations to the effectiveness of any system of disclosure, controls and
procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

vigil mechanism/whistle blower policy

The Company has a vigil mechanism named vigil mechanism/whistle blower Policy to deal with instance of the financial
fraud and mismanagement, if any. The details of the Vigil Mechanism Policy are explained in the Corporate Governance
Report and annexed to the Board Report as “Annexure B” and is also posted on the website of the Company. (Link -
https://natrajproteins.com/policies)

Your Company does not have any subsidiary, associate or joint venture during the year 2023-24 as well as at the beginning
or closing of the financial year therefore the financial statement is prepared on standalone basis and the requirement for
disclosure in the Form AOC-1 is not applicable. Further that the Company is also not an associate or holding or subsidiary
company of any other company during the year 2023-24.

board of directors, KMPs and their meetings

Executive Directors and KMPs:

The Company has adequate Key Managerial Personnel's as per requirements of section 203 of the Companies Act, 2013
as well as the SEBI (LODR) Regulations, 2015. There has been no change in the key managerial personnel's during the
year under review.

Declaration for Independency of Independent Directors:

The Company has received necessary declaration from all the independent directors as required under section 149(7) of
the Companies Act, 2013 confirming that they meet the criteria of Independence as per the SEBI (LODR) Regulation, 2015
and the Companies Act, 2013. In the Opinion of the Board, all the independent directors fulfill the criteria of independence
as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. All the Independent Directors have
also registered themselves with Independent Directors' Databank maintained by the IICA as per requirement of the
Companies Act, 2013.

Change in the Independent Directors:

During the year under review, there were following changes in the Independent directors of the company: -

1) Cessation of office of Shri Umesh Narayan Trivedi (DIN: 00018188) and Shri Pradeep Agrawal (DIN: 05279673), as
the Independent Directors of the Company w.e.f. March 31,2024 due to completion of their second term of 5 (Five)
consecutive Years.

2) Appointment of Shri Vishal Kumar (DIN: 10288687) and Shri Praneet Mishra (DIN: 10288688) as Non-Executive
Additional Directors in the category of Independent Directors of the Company w.e.f. 1st September, 2023 for a First
Term of 5 consecutive years till 31st August, 2028 which was confirmed by the members at their 32nd Annual
General Meeting held on 30th Sept., 2023.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the
proficiency) of the Independent Directors appointed during the year:

The Board of directors upon the recommendation of the Nomination and Remuneration Committee at their meeting held
on 1st September, 2023 has appointed Shri Vishal Kumar (DIN: 10288687) and Shri Praneet Mishra (DIN: 10288688) as
Non-Executive Additional Directors under the category of Independent Directors and the Board is of the opinion that all the
Independent Directors so appointed by the Board carry integrity, expertise and experience as well as they are registered
with the portal of IICA at the time of appointment,

The Directors have cleared the online proficiency self-assessment test as required as per the Rule 6(4) of Companies
(Appointment and Qualification of Director) Rules, 2014 as amended from time to time.

Director liable to retire by rotation seeking re-appointment

In accordance with the provisions of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association
of the Company, Smt. Namita Sharma (DIN: 02486865), Non-Executive Women Director is liable to retire by rotation and
being eligible offers herself for re-appointment.

Directors seeking re-appointment/appointment

Your Directors are proposing the following Directors for appointment/re-appointment:-

1) Shri Amit Koserwal (DIN:06823437) being the Additional Director under the category of Independent Director, upon
recommendation of the Nomination & Remuneration Committee, subject to the approval of members by special

resolution at the forth coming 33rd Annual General Meeting to hold office for a first term of 5 (Five) consecutive
years w.e.f. 2nd September, 2024 and he is not liable to retire by rotation.

2) Shri Kailash Chand Sharma (DIN: 00012900) being the Chairman and Managing Director, upon recommendation of
the Nomination & Remuneration Committee, subject to the approval of members by special resolution at the forth
coming 33rd Annual General Meeting to hold office for a term of 3 (Three) consecutive years w.e.f. 1st August, 2025
and he shall be liable to retire by rotation.

Key Managerial Personnel

The company is having following Key Managerial Personnel:-

1) Shri Kailash Chand Sharma, Chairman and Managing Director;

2) Shri Sharad Kumar Jain, Whole-time Director;

3) Shri Abhinandan Prajapati, Chief Financial Officer;

4) CS Pooja Agarwal, Company Secretary and Compliance Officer (upto 27th May, 2024);

5) CS Aditi Randhar, Company Secretary and Compliance Officer (w.e.f. 28th May, 2024).

Change in Key Managerial Personnel

1. Smt. Pooja Agarwal resigned from the post of Company Secretary and Compliance Officer of the company with
effect from 27th May, 2024.

2. Ms. Aditi Randhar was appointed as the Company Secretary and Compliance Officer and designated as the Key
Managerial Personnel of the Company w.e.f. 28th May, 2024.

Other than this there were no changes in the Key Managerial Personal during the year 2023-24.

Meetings of the Board

The Board meets at regular intervals to discuss and decide on Company/Business policy and strategy apart from other
Board businesses.

The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Itarsi, at
the Registered Office. The Agenda of the Board/Committee meetings is circulated at least a week prior to the date of the
meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the
meeting to enable the Directors to take an informed decision. The Board met 6 (Six) times during the Financial Year 2023¬
24 viz., on 1st April, 2023, 30th May, 2023, 8th August, 2023, 1st September, 2023, 3rd November, 2023 and 10th
February, 2024. The maximum interval between any two consecutive meetings did not exceed 120 days.

Separate Meeting of Independent Directors:

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the
Independent Directors of the Company was held on 3rd November, 2023 to review the performance of Non-Independent
Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and
timeliness of the flow of information between the Management and the Board and its' Committees which is necessary to
effectively and reasonably perform and discharge their duties.

company’s policy on directors’ appointment and remuneration

The Board has, on the recommendation of the nomination and remuneration committee framed a nomination,
remuneration and evaluation policy which lays down the criteria for identifying the persons who are qualified to be
appointed as directors and, or senior management personnel of the company, along with the criteria for determination of
remuneration of directors, KMP's and other employees and their evaluation and includes other matters, as prescribed
under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015. The
policy of the Company has been given at the website of the Company at https://natrajproteins.com/policies. The details of
the same are also covered in the Corporate Governance Report forming part of this annual report.

annual evaluation by the board

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves self-evaluation by the Board Member and subsequently assessment by the Board of
directors. A member of the Board does not participate in the discussion of his/her evaluation.

committees of the board

During the year, in accordance with the Companies Act, 2013, the Board has the following Five (5) Committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders' Relationship Committee

(d) Corporate Social Responsibility Committee

(e) Corporate Compliance Committee

Apart from the aforesaid committees under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the
Company has also constituted Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013.A detailed note on the Board and its committees is provided
under the Corporate Governance Report section in this report.

related party transactions

All Related Party Transactions (RPT) that were entered into during the Financial Year 2023-24 were on Arm's Length Basis
and were in the Ordinary Course of business. No materially significant RPT made by the Company with Promoters,
Directors, Key Managerial Personnel or their relatives which may have a potential conflict with the interest of the Company
at large.

All RPT were approved by the Audit Committee and the Board. The RPT entered into by the company are audited. The
Company has developed a RPT policy, Standard Operating Procedures for purpose of identification and monitoring of
such transactions.

The policy of RPT as approved by the Board is available on the Company's website (Link -
https://natrajproteins.com/policies). The company has done RPT in the ordinary course of business and which are on
Arms' Length Basis and which are not material in nature and hence the requirement of Form AOC-2 is not applicable to the
company.

significant and material orders passed by the regulators or courts

There is no significant material orders passed by the Regulators/Courts during the year 2023-24 which would impact the
going concern status of the Company and its future operations.

auditors, their report and comments by the management:

Statutory Auditors

The Board of the company takes pleasure in stating that no such observation has been made by the Auditors in their report
which needs any further explanation by the Board.

The Shareholders at their 31st Annual General Meeting (AGM) held on 24th September, 2022 had approved the
appointment of M/s Bhutoria Ganesan & Co., Chartered Accountants (F.R.No.004465C), as Statutory Auditors to hold
office for the period of consecutive term of 5 (five) years from the conclusion of 31st AGM till the conclusion of 36th Annual
General Meeting.

Cost Records and Auditors

The company is maintaining the Cost Records as specified by the Central Government under section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, and accordingly such
accounts and records are made and maintained by the Company. Further, the cost records are also audited by M/s Yogesh
Chourasia & Associates, Cost Auditors. However, The Company has already filed the Cost Audit Report for the year 2022¬
23 to the Central Government, which was self-explanatory and needs no comments. The Company is in process to file the
Cost Audit Report for the year 2023-24.

Your directors, on the recommendation of the Audit Committee, had appointed M/s Yogesh Chourasia & Associates, (F.R.
No. 000271) Cost Auditors to audit the cost accounts of the Company for the financial year 2023-24 on a remuneration of
Rs. 75,000/- (plus GST). As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is
required to be placed before the Members in General Meeting for their ratification. Accordingly, a resolution seeking
Member's ratification for the remuneration payable to M/s Yogesh Chourasia & Associates, Cost Auditors is included in
Item No. 4 of the Notice of the 33rd Annual General Meeting.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed M/s D.K. Jain & Co., Company
Secretaries (F.R. No. I1995MP067500) to undertake the Secretarial Audit of the Company for the year, 2023-24. The
Report of the Secretarial Audit Report in Form MR-3 is annexed as “Annexure C” of this Report.

Your Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any
explanation by the Board, except that:

There were no reportable fraud to the Central Government covered under section 134(3)(ca) of the Companies Act, 2013.
Further that, the auditors have not found any fraud as required to be reported by them under section 143(12) to the Central
Government during the year 2023-24.

corporate governance

Pursuant to SEBI (LODR) Regulations, 2015, a separate report titled ‘Corporate Governance' has been attached in this
Annual Report.

All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year
2023-24. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report.

The Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as
required under regulation 17(8) of the SEBI Listing Regulations, 2015. Certificate from Auditors regarding compliance of
conditions of corporate governance and from Practicing Company Secretary regarding disqualification of directors is
annexed with the Corporate Governance Report as “Annexure D”.

The report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI (LODR)
Regulations, 2015 along with the requisite certificate from the Practicing Company Secretary of the Company confirming
compliance with the conditions of the corporate governance is appended and forms a part of this report along with the
certificate of Disqualification of Directors received from Practicing Company Secretary.

Shri Kailash Chand Sharma, Managing Director and Shri Abhinandan Prajapati, Chief Financial Officer have certified that
the financial statements and other matters as required under regulation 17(8), read with Part B of Schedule II of the SEBI
(LODR) Regulations, 2015 are duly complied with. A copy of the certificate on the financial statements for the financial
year ended 31st March, 2024 is also annexed with Corporate Governance Report.

code of conduct

Regulation 17(5) of the SEBI (LODR) Regulations, 2015 requires listed companies to lay down a Code of Conduct for its
directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. The
Company has adopted Code of Conduct for all the directors and senior management of the Company and the same has
been hosted on the website of the company https://natrajproteins.com/policies.

All the directors and senior management personnel have affirmed compliance with the Code for 2023-24. A declaration to
this effect by the Managing Director is given in this Annual Report as the “Annexure E” with this Report.

consolidated financial statements

Since the company does not have any subsidiary, associates or joint venture, therefore, the requirement for Consolidated
Financial Statements in accordance with relevant Accounting Standards (AS) is not applicable to the Company.

energy conservation, technology absorption and foreign exchange earnings and outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated
under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is
annexed herewith as “Annexure F”.

material changes and commitments affecting the financial position of the company

No material changes and commitments affecting the financial position of the Company occurred during the Financial Year
to which these financial statements relate and the date of report.

annualreturn

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2024 is available on

the Company's website at https://natrajproteins.com/announcements.

provision of voting by electronic means thourhg remote e-voting and e-voting at the agm:

Your Company is providing E-voting facility as required under Section 108 of the Companies Act, 2013 read with Rule 20 of
the Companies (Management and Administration) Amendment Rules, 2015. The ensuing 33rd AGM will be conducted
through Video Conferencing/OVAM and no physical meeting will be held and your company has make necessary
arrangements with CDSL to provide facility for remote e-voting and e-voting at 33rd AGM. The details regarding e-voting
facility is being given with the notice of the Meeting.

ratio of the remuneration of each director to the median employee’s remuneration and
particulars of employees.

Pursuant to provision of section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and the details of Top 10 employees given in the “Annexure G”.

industrial relations

During the year under review your Company enjoyed a cordial relationship with workers and employees at all levels.

prevention of insider trading

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for
Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the
Company.

The Code requires Trading Plan, pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of
Company shares by the Directors and the designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is closed.

The Company has made a reference to the SEBI/BSE on dated 10th August, 2022 for violation of the Regulation 9 of the
SEBI (PIT) Regulation, 2015 due to involvement of Shri Arush Arora, one of the promoter by way of selling of the shares of
the company during the window closure period and non-providing necessary disclosure as required under Regulation
7(2)(a) of the SEBI (PIT) Regulations, 2015. However, we are not aware about whether action was taken in this matter by
the regulatory authorities.

insolvency and bankruptcy code:

During the year, the company has filed an application under Section 9 of Insolvency and Bankruptcy Code, 2016 being the
Operational Creditor, against Khedut Agro Engineering Private Limited in the month of June, 2023 before the Adjudicating
Authority, Ahmedabad Bench. The company has filed case for Rs. 215.64 Lakhs including interest amount. However, the
Adjudicating Authority has rejected and disposed the said application on 20th June, 2024. The Company is seeking
necessary advise to take further action by way of civil suit.

Further, the company has not filed any application u/s 10 of the Insolvency and Bankruptcy Code, 2016 as well as no other
party has filed any application u/s 7 or 9 of the Code against the Company.

GENERAL:

Your Directors state that during the year under review:

a) The Company has not issued shares (including sweat equity shares) to employees of the Company under any
scheme.

b) Neither the Managing Director nor the Whole-time Director receive any remuneration or commission from its
subsidiary.

c) The Company has complied with the applicable Secretarial Standards under the Companies Act, 2013.

d) Details of unclaimed dividends and equity shares transferred to the Investor Education and Protection Fund
authority have been provided as part of the Corporate Governance report.

e) Your Company has not declared and approved any Corporate Action viz buy back of securities, mergers and de¬
mergers, split and issue of any securities and has not failed to implement or complete the Corporate Action within
prescribed timelines.

f) There were no revisions in the Financial Statement and Board's Report.

g) There is no requirement to conduct the valuation by the Bank and Valuation done at the time of one-time Settlement
during the period under review.

h) There are no voting rights exercise by any employee of the Company pursuant to section 67(3) read with the Rule
16 of the Companies (Share Capital and Debenture) Rules, 2014.

acknowledgements

Your directors thank the various Central and State Government Departments, Organizations and Agencies for the
continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the
Company viz. customers, members, dealers, vendors and other business partners for the excellent support received from
them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their
unstinted commitment and continued contribution to the Company.

For and on behalf of the Board

Date: 2nd September, 2024

Place: Itarsi Kailash Chand Sharma

Chairman & Managing Director
DIN 00012900