Directors Report of Kotyark Industries Ltd.

Mar 31, 2025

The Board of Directors is delighted to present the 09^th Annual Report on the Business and Operations of your Company (âthe
Companyâ) and the Standalone and Consolidated Audited Financial Statements for the Financial Year ended 31^st March, 2025. This
report is accompanied by the audited financial statements, which deliver a thorough overview of the Companyâs financial performance
and position for the year. We believe this report will provide valuable insights into the Companyâs achievements and strategic direction,
offering a clear and detailed understanding of our overall performance.

FINANCIAL PERFORMANCE SUMMARY:

The Audited Financial Statements of your Company as of March 31, 2025, have been prepared in accordance with the applicable
Accounting Standards (âASâ), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ), and the provisions of the Companies Act, 2013 (âActâ).

Key highlights of the standalone and consolidated financial performance for the year ended March 31, 2025, are summarized as
follows:

Particulars	F.Y. 2024-25		F.Y. 2023-24
	Standalone	Consolidated	Standalone	Consolidated
Revenue From Operations	28,380.87	28,809.83	27,099.18	27,099.18
Other Income	75.07	75.09	92.71	92.71
Total Income	28,455.94	28,884.92	27,191.89	27,191.89
Operating expenditure before Finance cost, depreciation and amortization	24,166.14	24,561.00	22,6 46.36	22,650.72
Earnings before Finance cost, depreciation and amortization (EBITDA)	4,214.73	4,248.83	4,452.82	4,448.46
Less: Depreciation	1,525.76	1,525.87	825.65	825.65
Less: Finance Cost	783.58	773.31	655.07	655.07
Total Expenses (Operating Expenses Depreciation Finance Cost)	26,475.48	26,860.18	24,127.08	24,131.44
Profit Before Tax	1,980.46	2,024.74	3,064.81	3,060.45
Less: Current Tax	635.00	647.25	850.00	850.00
Less: Short/Excess provision for Income Tax	3.49	3.49	(6.75)	(6.75)
Less: Deferred tax Liability (Asset)	(67.34)	(67.34)	(2.63)	(2.63)
Profit after Tax	1,409.31	1,441.34	2,224.19	2,219.83

Previous year figures have been regrouped/re-arranged wherever necessary.

BUSINESS OVERVIEW:

Financial performance:

The key aspects of the Company''s performance during the

financial year 2024-25 are as follows:

Standalone Performance

â¢ For the financial year ended 2024-25, the Company''s
standalone revenue from operations reached '' 28,380.87
Lakhs. This represents an increase of 4.73% compared to
the revenue of '' 27,099.18 Lakhs recorded in the previous
financial year, 2023-24.

â¢ The standalone EBITDA for FY 2024-25 was '' 4,214.73
Lakhs, as against '' 4,452.82 Lakhs in FY 2023-24,
indicating a marginal decrease of 5.35%.

â¢ The standalone net profit for FY 2024-25 was '' 1,409.31
Lakhs, compared to '' 2,224.19 Lakhs in the previous year,
FY 2023-24. This represents a year-over-year decrease of
36.64%.

Consolidated Performance

â¢ For the financial year ended 2024-25, the consolidated
revenue from operations was '' 28,809.83 Lakhs, compared
to '' 27,099.18 Lakhs in the previous year, 2023-24. This
represents a growth of 6.31% over the previous year.

â¢ For the financial year ended 2024-25, the consolidated
EBITDA was '' 4,248.83 Lakhs, compared to '' 4,448.46
Lakhs in the previous year, 2023-24. This reflects a marginal
decrease of 4.49% compared to the previous year.

â¢ For the financial year ended 2024-25, the consolidated net
profit was '' 1,441.34 Lakhs, compared to '' 2,219.83 Lakhs
in the previous year, 2023-24. This represents decrease in
year-over-year of (35.07%) on a consolidated basis.

Other business achievements during Financial Year 2024-25:

During the year under review, the Company participated in tenders floated by Oil Marketing Companies (OMCs) and received orders
for the supply of Bio-Diesel from Indian Oil Corporation Limited (IOCL), Hindustan Petroleum Corporation Limited (HPCL), and Bharat
Petroleum Corporation Limited (BPCL) at various terminal locations:

i. On May 13, 2024, Company has received OMC tender of 7,851 KL for the supply of Bio Diesel for the period April 24 to June
24 and July 24 to Sep 24 amounting to approx. '' 63.85 Crores for various locations of Gujarat and Rajasthan Terminals in India
were as under:

Particulars	IOCL	BPCL	HPCL	TOTAL
Total Qty. (in KL/QNTY.)
Rajasthan	5,788	0	0	5,788
Gujarat	2,063	0	0	2,063
Total	7,851	0	0	7,851

ii. On November 20, 2024, Company has received OMC tender of 48,381 KL for the supply of Bio Diesel for the period October
2024 to September 2025 amounting to approx. '' 564.00 Crores for various locations of Gujarat and Rajasthan Terminals in India
are as under:

Particulars	IOCL	BPCL	HPCL	TOTAL
Total Qty. (in KL/QNTY.)
Gujarat	3,032	9,014	4,735	16,781
Haryana	4,200	1,908	5,965	12,073
Madhya Pradesh	2,086	845	133	3,064
Maharashtra	600	100	100	800
Punjab	6,555	919	3,598	11,072
Rajasthan	3,580	575	436	4,591
Total	20,053	13,361	14,967	48,381

However, despite the tender allocation, OMC has not
issued a Purchase Order (PO) for the supply of Biodiesel
against the above allocated quantity of 48,381 KL. On
13^th March 2025, Company received a notification on
mail from OMC that the entire tender having reference no.
OMV/EOI/NUCO/BD/OCT24 (CYCLE 1), and Tender ID:
2024_MKTHO_181149_1 dated October 17.10.2024,
has been cancelled with immediate effect due to OMCs
administrative reason.

iii. During the financial year, On June 27, 2024, our Company
received the "Consent to Operateâ letter from the Rajasthan
State Pollution Control Board. This letter, issued under file
no. F(Tech)/Sirohi (Swaroopgunj)/2(1)/2018-2019/398-399
and bearing order no. 2024-2025/Sirohi/10689, granted us
the authorization to operate our facility. The validity of this
consent is from May 16, 2024, to April 30, 2034. It permits
the manufacturing of bio-diesel (the product) and glycerin
(the by-product) at our factory located at Plot No. F-86
to F-90, RIICO Industrial Area, Swaroopgunj, Dist. Sirohi,
Rajasthan-307023, with maximum production capacities of
1,500 KL per day and 210 KL per day, respectively.

Other business achievements after the Financial
Year ended:

During the year under review, we have submitted a tender/
bid against joint EOI no. OMC/EOI/NUCO/BD/MAR25 (CYCLE1)

Tender ID - 2025_MKTHO_ 184206_1 dated 13^th Marâ25 for
procurement of Biodiesel against which Company has received
a Letter of Intent for procurement of Biodiesel via mail as details
below:

i. On April 16, 2025, received 4,246 KL, having total

deliverable cost order of approx. '' 36.23 Crores from
Indian Oil Corporation Limited (IOCL) for supply to various
locations in state of Gujarat, Maharashtra and Haryana
and received 808 KL, having total deliverable cost order
of approx. '' 07.01 Crores from Hindustan Petroleum
Corporation Limited (HPCL) for supply to various locations
in state of Haryana. These orders are for the supply period
of April 2025 to July 2025.

ii. On April 17, 2025, received 1,047 KL, having total

deliverable cost order of approx. '' 08.84 Crores from
Hindustan Petroleum Corporation Limited (HPCL) for supply
to various locations in state of Gujarat and received 3,690
KL, having total deliverable cost order of approx. '' 31.22
Crores from Bharat Petroleum Corporation Limited (BPCL)
for supply to various locations in state of Gujarat. These
orders are for the supply period of April 2025 to July 2025.

iii. On April 18, 2025, received 3,109 KL, having total

deliverable cost order of approx. '' 26.95 Crores from
Hindustan Petroleum Corporation Limited (HPCL) for supply
to various locations in state of Maharashtra.

The aggregate total deliverable value from all above the
aforementioned LOIs stands at approximately '' 110.26 Crores.
In the previous cycle, Oil Marketing Companies (OMCs) issued
an allocation sheet before releasing the Letters of Intent
(LOIs). While in the current cycle, Oil Marketing Companies
(OMCs) issued LOIs directly without issued any separate
allotment sheet. This change in process indicates a faster
and more streamlined approach by the OMCs, which has
resulted in accelerated confirmation of Purchase Orders. It
reflects increased operational efficiency and strengthens the
Companyâs confidence in the continuity and reliability of its
business relationship with the OMCs.

TRANSFER TO GENERAL RESERVE:

Your directors have not apportioned any amount to the General
Reserves. Full amount of net profit is carried to Reserve & Surplus
account as shown in the balance sheet of the Company.

DIVIDEND:

The Board of Directors of the Company, at their meeting held on
May 23, 2025, recommended a Final Dividend of '' 1.00 (Rupees
One Only) per equity share of '' 10.00 each for the FY 2024Â¬
25, subject to approval by the shareholders at the forthcoming
Annual General Meeting. If approved, the total dividend payout
will amount to '' 102.79 Lakhs. The Dividend, if approved at
the ensuing Annual general Meeting, will be paid within the
stipulated time under the Companies Act, 2013 (subject to
deduction of Tax at source).

Further, The Board of Director of the Company, at their meeting
held on October 29, 2024, declared an Interim Dividend of
'' 07.50 (Rupees Seven and Fifty Paisa Only) per equity share of
'' 10.00 each for the FY 2024-25.

TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION
FUND:

Pursuant to the provisions of Section 124 and Section 125 of
the Companies Act, 2013 the declared dividends which remains
unpaid/unclaimed for a period of Seven (7) years from the date
of declaration, are required to be transferred to the Investor
Education and Protection Fund (âIEPFâ).

Your Company has declared dividend a Final Dividend of

i. '' 07.50 (Rupees Seven and Fifty Paisa Only) per Equity
shares, face value of '' 10.00 per equity shares (i.e. 75%
of face value) for the financial year ended on March 31,
2024, at the 08^th Annual General Meeting held on 27^thSeptember, 2024.

ii. '' 5.00 (Rupees Five Only) per Equity shares, face value of
'' 10.00 per equity shares (i.e. 50% of face value) for the
financial year ended on March 31,2023, at the 07^th Annual
General Meeting held on 26^th September, 2023.

However, since Seven (7) years have not elapsed from the date
of declaration of dividend, transfer of unpaid dividend on which
dividend has not been paid or claimed, to Investor Education
and Protection Fund (âIEPFâ) is not applicable to the Company.

The Shareholders may claim their unclaimed/unpaid amount
due to them by making a request to the RTA or Company giving
their particulars before the same are transferred to the IEPF.
During the year under review '' 8,400.00 and ''.32,775.00 are
unclaimed Dividend of the Company which was declared for the
F.Y. 2022-23 and F.Y. 2023-24 respectively. Further '' 28,125.00
is also unclaimed Interim Dividend of the Company which was
declared for the FY 2024-25 by Board of Directors.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Listing Regulations, the
Company has voluntarily adopted a Dividend Distribution
Policy to maintain transparency and consistency in shareholder
communication and the same is available on the website of the
Company and can be accessed at: ittps://www.kotyark.com/_
files/ugd/e196d6_09b42d6499a04e099794ffe4b4af2608.
pdf?index=true

SUBSIDIARIES OF THE COMPANY:

As on March 31, 2025, Kotyark Industries Limited has the
following subsidiaries companies namely:

i. Kotyark Agro Private Limited, a Wholly Owned Subsidiary
Company incorporated on July 07, 2022

ii. Kotyark Bio Specialities Limited, a Subsidiary Company
incorporated on December 14, 2023¹

iii. Semani Industries Limited, a Wholly Owned Subsidiary
Company incorporated on January 30, 2024

Pursuant to the provisions of Section 129(3) of the Companies
Act, 2013 (âActâ), a statement containing salient features of
the financial statements of the above mentioned Subsidiaries
Companies in Form AOC - 1 is annexed as Annexure - A, of this
Annual Report.

*Note: On January 18, 2024, the status of Kotyark Bio
Specialities Limited changed from a Wholly Owned Subsidiary
to a Subsidiary Company. This change occurred due to the
issuance of equity shares on a rights issue basis by Kotyark Bio
Specialities Limited. Kotyark Industries Limited, which initially
held 100% ownership, renounced its rights to these shares in
favor of other shareholders.

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 (âListing
Regulationsâ), the Company has prepared Consolidated Audited
Financial Statements consolidating financial statements of its
following subsidiary companies with its financial statements in
accordance with the applicable provisions namely:

1. Kotyark Agro Private Limited, a Wholly Owned Subsidiary
Company

2. Kotyark Bio Specialities Limited, a Subsidiary Company

3. Semani Industries Limited, a Wholly Owned Subsidiary
Company

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

ASSOCIATES AND JOINT VENTURE OF THE
COMPANY:

During the financial year under review, the Company does not
have any joint venture/associate Company.

CHANGE IN REGISTERED OFFICE:

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

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.

SIGNIFICANT AND MATERIAL ORDERS:

During the year under review, there were no such significant and
material orders passed by the regulators or courts or tribunals
which could impact the going concern status and Companyâs
operations in the future.

MATERIAL CHANGES AND COMMITMENT:

There were following material changes and commitments, if
any, affecting the financial position of the company which have
occurred between the end of the financial year of the company
to which the financial statements relate and the date of the
report: ¹

Area, Swaroopgunj, District Sirohi, Rajasthan - 307023
on 02.07.2025. During the said visit, certain preliminary
observations were made by the officials in relation to
the Companyâs operations and allegations regarding tax
compliance.

â¢ The Company strongly denies such allegations and
reiterates that it strictly adheres to all applicable laws,
including tax regulations, while conducting its operations
with full transparency. The Company is fully cooperating
with the concerned authorities and, as on the date of this
Report, no formal notice or written communication has been
received in this regard.

â¢ The said visit has not impacted the ongoing manufacturing
operations of the Company in any manner and the Rajasthan
plant continues to remain fully operational and functional.

â¢ The Company has also noticed certain speculative and
unverified information circulating on social media platforms
which may not reflect the true and fair picture of the
situation. Stakeholders and investors are therefore advised
not to rely on such unverified information and to consider
only official communications issued by the Company and/or
regulatory authorities.

â¢ Further, in continuation of the aforesaid development,
on July 02, 2025, a complaint was subsequently filed by
the Deputy CEO of the Bio-Fuel Authority alleging certain
non-compliances, which the Company strongly denies. It
is pertinent to note that the Company had duly applied for
renewal of its Bio-Fuel registration in July 2022, prior to the
expiry of its earlier license. As no final decision was taken by
the Authority despite repeated submissions, the Company
approached the Honâble High Court of Jodhpur. The Court
has granted interim relief in favour of the Managing Director
and directed cooperation with the ongoing inquiry. The
Company reiterates its commitment to compliance and
confirms that its operations remain unaffected.

CREDIT RATING:

India Ratings and Research has communicated the credit rating assigned to the Company vide its email dated July 03, 2025 at 02:49
PM IST. The rating has also been published by India Ratings and Research through a press release, which is available on their official
website at the following link: https://www.kotyark.com/_files/ugd/510267_7d33215311ca4b4db15ac599297f4bae.pdf

The details of the credit ratings assigned to the Companyâs banking facilities are as follows:

Type of Instrument	Size of Issue (7 in Million)	Rating Assigned along with Outlook/Watch	Rating Action
Fund-based Working Capital Limits	INR 765	IND BBB/Stable / IND A3	Assigned
Non-fund-based Working Capital Limits	INR 60	IND A3	Assigned
Term Loan	INR 175	IND BBB/Stable	Assigned

These ratings reflect the Companyâs financial discipline and creditworthiness. The assigned ratings provide assurance to stakeholders
regarding the Companyâs ability to meet its financial commitments in a timely manner.

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.

STATUS OF MIGRATION TO MAIN BOARD OF
NSE AND BSE

During the year under review, the Board of Directors of the
Company approved the proposal for migration of the Companyâs
equity shares from the NSE SME Platform to the Main Board of
NSE and BSE. The said proposal was subsequently approved
by the shareholders of the Company through Postal Ballot
conducted from December 26, 2024 to January 24, 2025.

Pursuant thereto, the Company filed its application for inÂ¬
principle approval for migration with NSE and BSE on January
28, 2025 along with all requisite documents. However, the
Company has received a communication from NSE on February
03, 2025 informing that the Companyâs scrip has been placed
under Enhanced Surveillance Measure (ESM) category. As per
the extant guidelines, migration application can be processed
only after a cooling period of two months from the date of exit
from surveillance/trade-to-trade category.

Accordingly, the Company shall make a fresh application to
NSE and BSE once its equity shares are out of any surveillance
framework and the cooling period requirement is complied with.

CARBON CREDIT:

Kotyark Industries Limited has received approval for the
registration and issuance of Carbon Credits under Verra, a
leading global standard for Carbon certification. This landmark
accomplishment earmarks Kotyark Industries Limited as the first
Indian Company in the Bio Diesel sector to be acknowledged
this achievement.

The approval of carbon credits is a testament to our commitment
to sustainability and environmental responsibility. Our Company
has consistently led the charge in implementing innovative and
eco-friendly practices within the Bio Diesel industry, and this
acknowledgment by the pertinent authorities further solidifies
our position as a pioneer in this domain.

By adopting innovative and eco-friendly practices, Kotyark
Industries Limited has successfully earned 57,874 carbon
credits from the period of 15^th September 2020 to 31^st March
2022 as per confirmation mail received from Verra registry
dated 02^nd March 2024. This feat is not only a testament to
our dedication towards minimizing our environmental footprint
but also establishes us as a leader in the sustainable evolution
of the Bio Diesel sector. This accomplishment is not only a
reflection of our Company''s ethos but also underscores our
commitment to contributing to the larger national and global
environmental goals. We firmly believe that sustainability serves
as a fundamental driver for long-term success, and we remain
dedicated to playing our role in fostering a greener and more
sustainable future.

We are confident that this milestone, coupled with the prospect of
accruing additional income over the ensuing of approx 21 years,
will be met with favor by the Company and our stakeholders.

CERTIFICATE OF RECOGNITION ON CARBON
CREDIT:

Kotyark Industries Limited has received a Certificate of
Recognition from Infinite Solutions, an esteemed international
Environment & Sustainability Consulting Company. This
recognition acknowledges Kotyark Industries Limited as the
worldâs first project to produce biodiesel registered under the
Voluntary Carbon Mechanism (VCS, GS, GCC, etc.), with Project
ID: VCS 3095.

Infinite Solutions is the first Company from India to join the Carbon
Neutral Initiative by the UNFCCC, reinforcing our commitment to
sustainability and environmental responsibility. More information
about Infinite solution can be access by clicking on: https://
infisolutions.org

This recognition is a significant milestone for our Company and
reflects our dedication to innovative and sustainable practices in
the biodiesel sector. We believe this achievement will enhance
our reputation in the market and support our ongoing efforts
towards sustainable development.

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 Annual Return for the Financial
Year 2024-25 is available on the website of the Company and
can be accessed at https://www.kotyark.com/annual-returns.

SHARE CAPITAL:

There is no change in the Authorized, Issued, Subscribed and
Paid-up share capital during the financial year.

1. Authorized Capital

During the Financial year, there has been no change in the
Authorized Share Capital of the Company. As at March 31,2025,
the authorized share capital is '' 23,00,00,000.00 (Rupees
Twenty-Three Crore Only) divided into 2,30,00,000 Equity
shares of '' 10.00 (Rupees Ten Only) each.

2. Issued, Subscribed & Paid-Up Capital

During the year under review, no changes took place in
the Issued, Subscribed & Paid-Up Capital of the Company.
Consequently, As at March 31, 2025, the Issued, Subscribed
and Paid up capital of the Company stands to '' 10,27,91,160.00
(Rupees Ten CroreTwenty Seven Lakhs Ninety One Thousand
One Hundred Sixty Only) divided into 1,02,79,116 equity shares
of face value of '' 10.00 (Rupees Ten Only) each.

During the period under review, your Company has not bought
back any of its securities/has not issued any Sweat Equity
Shares/has not issued shares with Differential Voting rights/has
not issued any shares under Employee stock option plan and
there has been no change in the voting rights of the shareholder.

OMC ORDER STATUS:

During the F.Y 2024-25, Kotyark Industries Limited has applied for the Tender of Supply of Bio diesel issued by the OMC for various
location in india and the company has been awarded with the allocation of the order of supply of Bio diesel against their tender
application and the same has been already disseminated with the exchange for the public information.

The updated status as on March 31,2025 of the OMC order book till F.Y. 2024-25 are mentioned in below table

Sr.	Date of NSE	Tender id issued by OMCs	Supply		(Data in	âKLâ)
No.	intimation		Period	Allocated Quantity in tender	âPOâ Letter of issued by Indent (LOI) OMC issued by OMC		Supply made by Company
1	01.04.2023	EOI no. OMC/EOI/NUCO/BD/ MAR23 (CYCLE 1) (2023_ MKTHO_164259_1)	Apr. 2023 to Jun. 2023.	20,731	9,889.44	7,559.50	7,559.50
2	06.07.2023	EOI no. OMC/EOI/NUCO/BD/ JUNE23 (CYCLE1) Tender ID -2023_ MKTHO_167368_1 dated June 20, 2023.	Jul. 2023 to Sep. 2023.	20,070	9,305	4,405	4,405
3 (i)	05.10.2023	EOI no. OMC/EOI/NUCO/BD/ SEP23 (CYCLE1) Tender ID - 2023_ MKTHO_170988_1 dated 19^th Sep 2023	Oct. 2023 to Sep. 2024.
3 (ii)	09.01.2024	EOI no. OMC/EOI/NUCO/BD/ DEC23 (CYCLE 2) Tender ID -2023_ MKTHO_173644_1 dated 8^th Dec 2023	Dec. 2023 to Sep. 2024.	1,64,220	64,353	35,456	35,336
3 (iii)	13.05.2024	EOI no. OMC/EOI/NUCO/BD/ APR24 (CYCLE3) Tender ID -2024_ MKTHO_176473_1 dated 4^thAprâ24	Apr. 2024 to Sep. 2024.
4	20.11.2024	EOI no. OMC/EOI/NUCO/BD/ OCT24 (CYCLE1) Tender ID - 2024_ MKTHO_ 181149_1 dated 17^th Oct.2024	Oct. 2024 to Sep. 2025.	48,381	Tender Cancelled by OMCs due to OMCs administrative reasons on 13.03.2025.

*Link of NSE w.r.t OMC order update:

1] https://nsearchives.nseindia.com/corporate/KOTYARK_01042023195443_KIL_Bagging_of_order_of_Biodiesel.pdf

2] https://nsearchives.nseindia.com/corporate/KOTYARK_06072023154742_Orders.pdf

3] https://nsearchives.nseindia.com/corporate/KOTYARK_05102023231147_Tender.pdf

4] https://nsearchives.nseindia.com/corporate/KOTYARK_09012024145657_Orders.pdf

5] https://nsearchives.nseindia.com/corporate/KOTYARK_13052024190057_Orders.pdf

6] https://nsearchives.nseindia.com/corporate/KOTYARK_20112024193449_Reg30_OMCTender.pdf

7] https://nsearchives.nseindia.com/corporate/KOTYARK_13032025172613_OMC_Tender.pdf

Note: The Company shall receive the Letter of Indent (LOI) and Purchase Order (PO) in due course. The supply of bio diesel is subject
to the Company receiving LOI (Supply order) within the reasonable time period before expiry date mentioned in respective PO.
Historically, we have observed that LOI for some of the allocation quantity were not received.

CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES:

All the Related Party Transactions entered into during the financial
year were on an Armâs 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
2024-25 is given in notes of the financial statements which is
part of Annual Report.

The Companyâs Policy on Related Party Transactions, as approved
by the Board of Directors, is available on the Companyâs website
and can be accessed at: https://www.kotyark.com/_files/ugd/
e196d6_3f68d771057443fdb9291a5ec2f55a01.pdf

DISCLOSURE OF REMUNERATION:

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.

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.

None of the Directors is disqualified as on 31^st March, 2025 from
being appointed as a Director under Section 164 of the Act.

1. Constitution of Board:

As on the date of this report, the Board comprises of the following Directors;

Name of Director	Category Cum Designation	Date of Original Appointment	Date of Appointment at current Term & designation	Total Director Ships in other co. ²	No. of Committee¹ in which in which Director is Director is Members Chairman		No. of Shares held as on 31.03.2025
Gaurang Rameshchandra Shah	Chairman cum Managing Director	12.12.2018	09.08.2021 Chairman cum Managing Director	3	1		51,66,135 Equity Shares
Dhruti Mihir Shah	Whole time Director & CFO	30.12.2016	09.08.2021 Whole time Director	1	1	''	95,594 Equity Shares
Bhaviniben Gaurang Shah	Non-Executive Director	24.07.2021	09.08.2021 Non-Executive Director	3	1	^-	8,83,887 Equity Shares
Akshay J. Shah	Non-Executive	09.08.2021	09.08.2021	3	3	2	-
Harsh M. Parikh	Independent Director		Non-Executive Independent Director	-	3	1	-
Rashmi Kamlesh Otavani		21.01.2025	19.04.2025 Non-Executive Independent Director	4	5	1

¹ Committee includes Audit Committee, Nomination and Remuneration Committee and Stakeholdersâ Relationship Committee across all Public Companies including our
Company.

The composition of Board complies with the requirements
of the Companies Act, 2013 (âActâ). Further, in pursuance of
Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (âListing Regulationsâ),
the Company is exempted from the requirement of having
composition of Board as per Regulation 17 of Listing
Regulations. The members may take the note of the Composition
of Board and Committees on Companyâs website at:
https://5102679a-74da-4c25-9d44-7cf38377b56c.usrflles.com/
ugd/510267_318342dfa6e84240ae55e4525d1c52cc.pdf

2. Composition of Key Managerial Personnel (KMP):

During financial year 2024-25, In accordance with Section 203
of the Companies Act, 2013,

â¢ Mr. Gaurang Rameshchandra Shah who is acting as
Chairman cum Managing Director of the Company.

â¢ Mrs. Dhruti Mihir Shah has appointed as Whole time Director
& Chief Financial Officer of the Company.

â¢ Mr. Bhavesh Nagar appointed as a Company Secretary and
Compliance Officer of the Company w.e.f. December 01,
2022.

3. Appointment/Cessation of Directors/KMP during
the Year:

During the financial year 2024-25, Mr. Amish Dhirajlal Shah
has resigned from his position as Chief Financial Officer of the
Company, effective September 04, 2024. In his Place Mrs. Dhruti
Mihir Shah, who is Whole time director of the Company, has
appointed as Chief Financial Officer of the Company w.e.f.
September 05, 2024.

4. Retirement by Rotation:

Mrs. Bhaviniben 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 (âSEBI Listing Regulationsâ) and Secretarial Standard, of
the person seeking re-appointment/appointment as Director are
also provided in Notes to the Notice convening the 09^th Annual
General meeting.

5. 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.

6. Declaration by the independent directors:

In terms of Section 149 of the Companies Act, 2013 and rules
made there under, the Company has Three 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
March 20, 2025 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.

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.

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
2024-25, as required under Rule 8 of the Companies (Corporate
Social Responsibility) Rules, 2014, are annexed as Annexure - D
and forms part of this report.

The Corporate Social Responsibility Policy, as adopted
by the Board of Directors, is placed on the website of
the Company at https://www.kotyark.com/_Tles/ugd/
e196d6_591069c11ed540f091ecbd99fb3253d3.pdf

AUDITORS & AUDITORSâ REPORT

1. 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 2024-25.

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.

2. Statutory Auditor and their Report:

In line with the requirements of Section 139(2) the Companies
Act, 2013, M/s. Manubhai & Shah LLP., Chartered Accountants,

Ahmedabad (FRN: 106041W), was appointed as Statutory
Auditor of the Company at the 08^th AGM held on September 27,

2024 for a term of 2 year to hold office from the conclusion of
the said meeting till the conclusion of 10^th AGM to be held in the
year 2026.

The statutory Auditorsâ Report forms part of the Annual
Report. The Auditorsâ Report issued by the Statutory Auditors,
M/s. Manubhai & Shah LLP, on the Standalone and Consolidated
Financial Statement for the financial year ended 31^st March,

2025 are with unmodified opinion, self-explanatory and do not
call for any further comments. The Statutory Auditorsâ 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.

3. Secretarial Auditor and their Report:

Pursuant to the provisions of Section 204 of the Act read with
The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, your Company has appointed M/s. SCS
and Co. LLP, Practicing Company Secretaries, Ahmedabad, to

conduct Secretarial Audit of the Company for the FY 2024-25.
The Secretarial Audit Report in Form MR-3 for the financial year
2024-25 is annexed to this report as an ANNEXURE - E.

There have been few common annotations reported by the above Secretarial Auditors in their Report with respect to:

Sr.

No.

Compliance
Requirement
(Regulations/
Circulars /

Guidelines Including
Specific Clause)

Deviations

Observations/ Remarks of the Practicing
Company Secretary

Reply by management

Regulation 29 of
Securities and
Exchange Board
of India (Listing
Obligations
and Disclosure
Requirements)
Regulations, 2015

The Company
failed to give prior
intimation of at
least two working
days (excluding the
date of intimation
and the date of
the meeting) to the
Stock Exchange(s)
regarding the
meeting of the
Board of Directors,
wherein, inter
alia, the proposal
for declaration
of dividend was
considered.

During the year under review, it was observed
that the Company had considered and
approved the agenda of declaration of
dividend in its Board Meeting held on May 17,
2024. However, the Company had not given
the required prior intimation of at least two
working days (excluding the date of intimation
and the date of the meeting) to the Stock
Exchange(s), as mandated under Regulation
29(1) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Company received a mail from the National
Stock Exchange of India Limited dated June
14, 2024, regarding non-compliance with
Regulation 29 of SEBI (LODR) Regulations,
2015. In this regard, the Company paid the
prescribed penalty amount on June 17, 2024.

The non-compliance occurred
inadvertently and without any mala
fide intent. Upon receipt of the
communication from the National
Stock Exchange of India Limited
on June 14, 2024, the Company
promptly paid the prescribed
penalty amount on June 17,
2024, as per the directions of the
Exchange.

The Company has since
strengthened its internal
compliance and monitoring
mechanism to ensure that all future
intimations and disclosures are
made strictly within the timelines
prescribed under applicable SEBI
(LODR) Regulations.

Few ROC forms were filed delay with additional fees

The delay was due to a technical
issue during submission. The
form was successfully filed with
payment of applicable additional
fee. Company will due take care
in future for timely submission of
forms

There have been few common annotations reported by the above Secretarial Auditors in their Report with respect to: (Contd.)

Sr.

No.

Compliance
Requirement
(Regulations/
Circulars /

Guidelines Including
Specific Clause)

Deviations

Observations/ Remarks of the Practicing
Company Secretary

Reply by management

Section 188 of the
Companies Act,
2013 read with the
applicable Rules read
with Rule 15 of the
Companies (Meetings
of Board and its
Powers) Rules, 2014

The Company
failed to comply
with Section 188
of the Companies
Act, 2013 read
with Rule 15 of
the Companies
(Meetings of Board
and its Powers)
Rules, 2014.

During the year under review, it was observed
that the Company had appointed a relative of
its Director and paid remuneration exceeding
the prescribed limit of '' 2,50,000 per month,
as specified under Rule 15 of the Companies
(Meetings of Board and its Powers) Rules,
2014, without obtaining the prior approval
of the shareholders by way of an ordinary
resolution, as required under Section 188
of the Companies Act, 2013 read with the
applicable Rules.

This amounts to a non-compliance with the
provisions relating to related party transactions
under the Companies Act, 2013.

The non-compliance was
inadvertent and occurred due to
an oversight, without any mala fide
intention.

A compliance checklist and
additional level of monitoring have
been introduced to ensure that
all future transactions with related
parties are carried out strictly in
accordance with the requirements
of the Companies Act, 2013 and
applicable rules.

4. Maintenance of Cost Record and Cost Audit:

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.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors, Internal Auditors, or the Secretarial Auditors have reported to the Audit
Committee, under Section 143 (12) of the Act, any instances of fraud committed by the Company or against your Company by its
officers or employees, the details of which would need to be mentioned in the Boardsâ report.

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 13 (Thirteen) times as April 08, 2024, May 17, 2024, September
04, 2024, September 23, 2024, October 21,2024, October 29, 2024, December 18, 2024, December 24, 2024, January 11,2025,
January 21,2025, February 17, 2025, March 18, 2025 and March 20, 2025.

The details of attendance of each Director at the Board Meetings are given below:

Name of Director	Date of Original Appointment	No. of Board Meetings Eligible to attend	Number of Board Meetings attended	Presence at the AGM held on 27.09.2024
Mr. Gaurang R. Shah	12/12/2018	13	13	Yes
Mrs. Dhruti M. Shah	30/12/2016	13	13	Yes
Mrs. Bhavini G. Shah	24/07/2021	13	13	Yes
Mr. Akshay J. Shah	09/08/2021	13	13	Yes
Mr. Harsh M. Parikh	09/08/2021	13	13	Yes
Ms. Rashmi K. Otavani	21/01/2025	3	2	N.A.

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

GENERAL MEETINGS:

The detail of last three Annual General Meetings and passing of Special Resolutions, are given as follows:

Sr. No. Nature of Meeting	Day, Date and Time of the Meeting	Venue	Number of Resolutions Passed
1. 08^th Annual General Meeting	Friday, September 27, 2024 at 04.00 p.m.	Through Audio Visual Means	Ordinary Business:4 Special Business: 8

GENERAL MEETINGS: (Contd.)

Sr. No.	Nature of Meeting	Day, Date and Time of the Venue Meeting	Number of Resolutions Passed
2.	07^th Annual General Meeting	Tuesday, September 26, 2023 at 11.30 a.m.	Ordinary Business:5 Special Business: 10
3.	06^th Annual General Meeting	Thursday, September 22, 2022 at 11.00 a.m.	Ordinary Business:4 Special Business: 3

POSTAL BALLOT RESOLUTION:

Details of Special Resolutions passed by the members of Company by way of Postal Ballot during F.Y. 2024-25 are as under:

Date of Postal Ballot Notice	Type of Resolution	Date of Meeting of Resolution Passed	Particulars of Resolution	Total Votes in Favour	Total Votes in against	% of votes in favour
December 24, 2024	Special	January 24, 2025	Migration of Company from Emerge Platform of National Stock Exchange of India Limited (NSE) to Main Board of NSE and BSE.	295800 (Out of 295800 Total no. of votes polled)	0	100.00%
March 20, 2025	Special	April 19, 2025	Appointment of Ms. Rashmi Kamlesh Otavani (DIN: 06976600) as NonÂ¬ Executive Independent Directors of the Company for 5 years	398694 (Out of 398894 Total no. of votes polled)	200	99.95%

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 Companyâs internal controls over financial reporting was observed.

COMMITTEES OF BOARD:

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

1. Audit Committee & Policies:

Your Company has formed Audit Committee in accordance with the provisions Section 177 of the Companies Act, 2013, or any
subsequent modification(s) or amendment(s) thereof.

During the year under review, Audit Committee met 06 (Six) times viz. on May 17, 2024, September 04, 2024, September 23, 2024,
October 29, 2024, December 24, 2024, and March 20, 2025.

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

Name	Category	Designation	Number of meetings during the financial year 2024-25
			Eligible to attend	Attended
Akshay Jayrajbhai Shah	Non-Executive	Chairperson	6	6
Harsh Mukeshbhai Parikh	Independent Director	Member	6	6
Gaurang Rameshchandra Shah	Chairman cum Managing Director	Member	6	6

Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional
meetings are held for the purpose of reviewing the specific item included in terms of reference of the Committee. 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.

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

Name	Category	Designation	Number of meetings during the financial year 2024-25
			Eligible to attend	Attended
Harsh Mukeshbhai Parikh	Non-Executive	Chairperson	4	4
Akshay Jayrajbhai Shah	Independent Director	Member	4	4
Dhruti Mihir Shah	Whole Time Director	Member	4	4

Audit Committee Policy/Charter:

The Audit Committee Policy, as adopted by the Board
of Directors, is placed on the website of the Company
at https://www.kotyark.com/_Tles/ugd/e196d6_

b768cd4e81264bd3b9c43eeb19851c81.pdf?index=true

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 Companyâs
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 https://www.kotyark.com/_Tles/
ugd/e196d6_3524365588fb4000a57635b8b534e595.
pdf?index=true

2. Stakeholderâs Relationship Committee & Policy:

The Board of Directors of our Company has, in pursuance
to provisions of Section 178 of the Companies Act, 2013, or
any subsequent modification(s) or amendment(s) thereof. The
Company has constituted Stakeholderâs Grievance & Relationship
Committee mainly to focus on the redressal of Shareholdersâ/
Investorsâ 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, Stakeholderâs Relationship
Committee met 4 (Four) times viz. on May 17, 2024, September
04, 2024, October 29, 2024, and February 17, 2025

During the year, the Company had received 53 Queries/complaints from the Shareholders on e-mail and all the queries/complaints
were resolved. There was no complaint pending as on March 31,2025.

Stakeholderâs Relationship Policy/Charter:

The Stakeholderâs Relationship Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.
kotyark.com/_files/ugd/e196d6_f002a94b9912437ab62fb3b7bdfaaaf8.pdf.

3. 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, or any subsequent modification(s) or amendment(s) thereof. 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 3 (Three) times viz. on September 04, 2024, January
21, 2025, and March 20, 2025.

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

Name	Category	Designation	Number of meetings during the
			financial year 2024-25
			Eligible to attend	Attended
Akshay Jayrajbhai Shah		Chairperson	3	3
Harsh Mukeshbhai Parikh	Non-Executive Independent Director	Member	3	3
Bhavini Gaurang Shah	Non-Executive & Non-Independent	Member	3	3

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 https://www.kotyark.com/_files/uqd/
e196d6_9e5f810046294406bb232fc6954fe673.pdf?index=true

SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE:

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.
The Company is committed to creating and maintaining a safe
and conducive work environment to its employees without
fear of sexual harassment, exploitation and intimidation.
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 year under review:

a) number of complaints of sexual harassment received in the
year - NIL

b) number of complaints disposed off during the year - NA

c) number of cases pending for more than ninety days - NA

The Anti-Sexual Harassment Policy, as adopted by
the Board of Directors, is placed on the website of
the Company at https://www.kotyark.com/_files/ugd/
e196d6_55fc72978e0147fda0262a7df2d6f58c.pdf?index=true

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 Act read with Rule 8 of The Companies (Accounts) Rules 2014:

A	Conservation of Energy:	Comments
	i). The steps taken or impact on conservation of energy	The Company has taken measures and applied strict control system to monitor day to day power consumption, to endeavor to ensure the optimal use of energy with minimum extent possible wastage as far as possible. The day to day consumption is monitored and various ways and means are adopted to reduce the power consumption in an effort to save energy
	ii). The steps taken by the Company for utilizing alternate sources of energy	The Company has not taken any step for utilizing alternate sources of energy.
	iii). The capital investment on energy conservation equipment	During the year under review, Company has not incurred any capital investment on energy conservation equipment.
B	Technology absorption
i). The effort made towards technology absorption
ii). The benefit derived like product improvement, cost reduction, product development or import substitution:
	iii). in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
	a. The details of technology imported: b. The year of import: c. Whether the technology has been fully absorbed	None
	d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
	ii). The expenditure incurred on Research and Development
C	Foreign Exchange Earnings and Outgo
	a. The Foreign Exchange earned in terms of actual inflows during the year	NIL
	b. The Foreign Exchange outgo during the year in terms of actual outflows	NIL

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.

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 2024-25. Link: https://
scores.sebi.gov.in/

SEBI SMART ODR:

Securities and Exchange Board of India (âSEBIâ) has pursuant to circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 on July 31,
2023 as amended by corrigendum ref. no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, and further a master
circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated August 11, 2023 (âMaster Circularâ) introduced a common Online
Dispute Resolution (âODRâ) Portal to facilitate online resolution of all kinds of disputes arising in the Indian Securities Market. The
dispute resolution through the ODR Portal can be initiated when within the applicable law of limitation.

The SMART ODR Portal has been setup by the 7 Market Infrastructure Institutions (MII''s) together with the participation of reputed
ODR Institutions

Process to follow by Shareholders for their grievances/complaints/disputes:

Level 1	Lodging of grievances/ complaints/disputes directly		Shareholder(s) may raise any grievance/complaint/dispute against the Company directly with the Company or its RTA, in the following manner -
	with the Company or its Registrar and share transfer agent (âRTAâ)		RTA Manager - Corporate Registry, M/s. KFin Technologies Limited, Selenium, Tower- B, Plot No 31-32, Financial district, Nanakramguda, Hyderabad - 500032. Phone number: 91-40-67162222 Email id: [email protected] Website: www.kfintech.com	Company Company Secretary M/s. Kotyark Industries Limited, A/3, Shree Ganesh Nagar Housing Society, Near Ramakaka Temple Road, Chhani, Vadodara -391740, Gujarat. Phone number: 91-9510976156 Email ID: [email protected] Website: www.kotyark.com
Level 2	SEBI SCORES Platform		Grievances/complaints/disputes which are not resolved at Level 1, or if the shareholder is not satisfied with the resolution provided by the Company or RTA, then a complaint/grievance/dispute may be raised on SEBI Complaints Redress System (âSCORESâ) which can be accessed at https://scores.sebi.gov.in
Level 3	ODR Portal		In case the shareholder(s) is not satisfied with the resolution provided at Level 1 or Level 2, then the online dispute resolution process may be initiated through the ODR Portal within the applicable timeframe as prescribed under law. The link to the ODR Portal is https://smartodr.in/login and the same can also be accessed through our website under listing tab of investor relations
Notes:	1)	This is to clarify that the shareholder(s) may directly initiate dispute resolution through the ODR portal without having to go through SCORES portal, if the grievance lodged with the Company is not resolved satisfactorily.
	2)	It may be noted that the dispute resolution through the ODR portal can only be initiated if such complaint/ dispute is not pending under Level 1 or Level 2 or before any arbitral process, court, tribunal, or consumer forum or if the same is non-arbitrable under Indian law
	3)	There is no fee for registration of complaints/disputes on the ODR portal. However, the process of conciliation/ arbitration through ODR portal may attract a fee and the same shall be borne by the concerned shareholder/ listed entity/its RTA (as the case may be)

The Master Circular for Online Dispute Resolution issued by SEBI has been uploaded on the website of the Company and can be
accessed at: https://www.kotyark.com/smart-odr

DETAILS OF COMPLAINTS/QUERIES RECEIVED AND REDRESSED DURING APRIL 01, 2024 TO
MARCH 31, 2025:

Platform		Number of shareholdersâ complaints/Queries
Platform	Pending at the beginning of the year	Received during the year	Redressed during the year	Pending at the end of the year
As per RTA	NIL	NIL	NIL	NIL
On SEBI Scores	NIL	3	3	NIL
On Smart ODR	NIL	NIL	NIL	NIL
On Company Mail	NIL	53	53	NIL

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 Companyâs shares.

The Insider Trading Policy of the Company covering the
âCode of practices and procedures for Fair disclosures of
unpublished price sensitive informationâ is available on
the website https://www.kotyark.com/_Tles/uqd/510267_
c2a56a1581b54367927c0fb8443ba5dc.pdf

Maintenance of Structured Digital Database (âSDDâ) has been
mandatory since April 1,2019 in view of the relevant provisions
under the SEBI (Prohibition of Insider Trading) Regulations, 2015
(âPIT Regulationsâ). The Company has 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.

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:

â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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.

The Performance Evaluation Policy, as adopted by the
Board of Directors, is placed on the website of the
Company at: https://www.kotyark.com/_flles/ugd/e196d6_
e2510acb62294c0cb8dcff781b6fd5df.pdf?index=true

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 2024-25, 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.

DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the
board of directors, to the best of their knowledge and ability,
conflrm that:

a) In preparation of annual accounts for the year ended March
31, 2025, 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 31,2025 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.

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. At present,
the Company has not identified any element of risk which may
perceptibly threaten the existence of the Company.

The Risk Management Policy, as adopted by the Board ofDirectors, is
placed on the website ofthe Company at ittps://www.kotyark.com/_
files/ugd/e196d6_1abf9da49be447128e226e9c71426df8.
pdf?index=true

CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate
governance practices to ensure that we achieve and will retain
the trust of our stakeholders at all times. Corporate governance
is about maximizing shareholder value legally, ethically and
sustainably. Our Board exercises its fiduciary responsibilities in
the widest sense of the term. Our disclosures seek to attain the
best practices in international corporate governance. We also
endeavor to enhance long-term shareholder value and respect
minority rights in all our business decisions.

As our Company has been listed on Emerge Platform of National
Stock Exchange of India Limited, by virtue of Regulation 15
of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 the compliance with the corporate
Governance provisions as specified in regulation 17 to 27 and
Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para
C D and E of Schedule V are not applicable to the Company.

Hence Corporate Governance Report does not form a part of this
Board Report, though we are committed for the best corporate
governance practices.

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.

INDUSTRIAL RELATIONS:

During the year under review, industrial relations remained
harmonious at all our offices and establishments.

COMPLIANCE TO THE PROVISIONS RELATING
TO THE MATERNITY BENEFITS ACT, 1961:

Company is in Compliance with the Maternity Benefit Act, 1961.
However, no maternity benefit was claimed during the year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION
DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONS THEREOF:

No such incidence took place during the year.

WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure
Requirements) Regulations 2015 the Company has maintained
a functional website namely âwww.kotyark.comâ 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;

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 2024-25 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 2024-25 will also be available on
the Companyâs website www.kotyark.com.

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.

Registered office: By order of the Board of Directors

2^nd Floor, A-3 Shree Ganesh Nagar Housing Society, For, KOTYARK INDUSTRIES LIMITED

Ramakaka Temple Road, Chhani, Vadodara-391740

Dhruti M. Shah Gaurang R. Shah

Place: Vadodara Whole time Director & CFO Chairman cum Managing Director

Date: 06.09.2025 DIN: 07664924 DIN: 03502841

During the year under review, the Honourable Agriculture
Minister of Rajasthan, along with his team, conducted
a surprise visit and investigation at the Companyâs
manufacturing unit located at F-86 to F-90, RIICO Industrial

excluding Section 8 Company, Struck off Company, Amalgamated Company and LLPs.

Mar 31, 2024

The Board of Directors is delighted to present the 08^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, 2024. This report is accompanied by the audited financial statements, which deliver a thorough overview of the Company''s financial performance and position for the year. We believe these report will provide valuable insights into the Company''s achievements and strategic direction, offering a clear and detailed understanding of our overall performance.

financial performance summary:

The Audited Financial Statements of your Company as of March 31, 2024, have been prepared in accordance with the applicable Accounting Standards ("AS"), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), and the provisions of the Companies Act, 2013 ("Act").

Key highlights of the standalone and consolidated financial performance for the year ended March 31, 2024, are summarized as follows:

Particulars	F.Y. 2023-24		F.Y. 2022-23
	Standalone	Consolidated	Standalone	Consolidated
Revenue From Operations	27,099.18	27,099.18	13,098.91	13,098.91
Other Income	92.71	92.71	1.47	1.47
Total income	27,191.89	27,191.89	13,100.38	13,100.38
Operating expenditure before Finance cost, depreciation and amortization	22,646.36	22,650.72	10,638.96	10,640.42
Earnings before Finance cost, depreciation and amortization (EBITDA)	4,452.82	4,448.46	2,459.95	2,458.49
Less: Depreciation	825.65	825.65	194.45	194.45
Less: Finance Cost	655.07	655.07	330.16	330.16
Profit Before Tax	3,064.81	3,060.45	1,936.81	1,935.35
Less: Current Tax	850.00	850.00	482.68	482.68
Less: Short/Excess provision for Income Tax	(6.75)	(6.75)	19.52	19.52
Less: Deferred tax Liability (Asset)	(2.63)	(2.63)	(1.34)	(1.34)
Profit after Tax	2,224.19	2,219.83	1,435.95	1,434.49

Previous year figures have been regrouped/re-arranged wherever necessary

business overview:

Financial performance:

The key aspects of the Company''s performance during the financial year 2023-24 are as follows:

Standalone Performance

? For the financial year ended 2023-2024, the Company''s standalone revenue from operations reached '' 27,099.18 Lakhs. This represents a remarkable increase of 106.88% compared to the revenue of '' 13,098.91 Lakhs recorded in the previous financial year, 2022-2023. This substantial year-over-year growth highlights the Company''s strong performance and significant improvement in its revenue generation over the past year.

? For the financial year ended 2023-2024, the Company''s standalone EBITDA was '' 4,452.82 Lakhs, compared to '' 2,459.95 Lakhs in the previous year, 2022-2023. This represents an impressive year-over-year growth of 81.01%, reflecting a significant improvement in the Company''s operating profitability.

? For the financial year ended 2023-2024, the Company''s standalone net profit was '' 2,224.19 Lakhs, up from '' 1,435.95 Lakhs in the previous year, 2022-2023. This represents a year-over-year growth of 54.89%, indicating a strong increase in profitability and financial performance.

Consolidated Performance

? For the financial year ended 2023-2024, the consolidated revenue from operations was '' 27,099,18 Lakhs, compared to '' 13,098,91 Lakhs in the previous year, 2022-2023, This marks a substantial year-over-year growth of 106,88%, reflecting a significant increase in overall revenue across the Company''s consolidated operations,

? For the financial year ended 2023-2024, the consolidated EBITDA was '' 4,448,40 Lakhs, compared to '' 2,458,49 Lakhs in the previous year, 2022-2023, This represents a year-over-year growth of 80,94%, highlighting a significant increase in the Company''s operating profitability on a consolidated basis,

? For the financial year ended 2023-2024, the consolidated net profit was '' 2,219,83 Lakhs, compared to '' 1,434,49 Lakhs in the previous year, 2022-2023, This represents a year-over-year growth of 54,75%, reflecting a significant improvement in overall profitability on a consolidated basis,

Other business achievements during Financial Year 2023-24:

1) During the year under review, we have submitted the OMC (Oil Marketing Company) tender and received Massive Order of Supply of Bio Diesel by Kotyark Industries Limited and also by Yamuna Bio Energy private Limited (a Company which was amalgamated with Kotyark Industries Limited vide NCLT order dated 12,12,2023) from Indian Oil Corporation (IOC), Hindustan Petroleum Corporation Limited (HPCL), and Bharat Petroleum Corporation Limited (BPCL) for various location in Gujarat as below:

Date of Allocation (also date of Intimation to NSE)	Kotyark Industries Ltd.		Yamuna Bio Energy Pvt. Ltd.		Gross Total
Date of Allocation (also date of Intimation to NSE)	Allocated Quantity (in KL)	Approx. Value of Order ('' in Crore)	Allocated Quantity (in KL)	Approx. Value of Order ('' in Crore)	Allocated Quantity (in KL)	Approx. Value of Order ('' in Crore)
01,04,2023	12,331	115,90	8,400	78,50	20,731	194,40
06,072023	17,381	154,00	2,689	24,00	20,070	178,00
05,10,2023	52,118	424,00	14,116	115,00	66,234	539,00
09,01,2024	73,037	594,00	17,098	139,00	90,135	733,00

2) During the year under review, Company has applied for "Consent to Establish" vide letter dated March 18, 2023, for enhancement of production capacity of our Bio Diesel and Glycerin by Product under the Water (Prevention & Control of Pollution) Act, 1974 and under the Air (Prevention & Control of Pollution) Act, 1981 to the Rajasthan State Pollution Control Board for Manufacturing/producing Bio Diesel (Product) and glycerin (by Product) at our factory located at F-86 to F-90, RIICO Industrial Area, Swaroopgunj, Dist, Sirohi, Rajasthan-307023,

On November 08, 2023 Our Company received on mail, the above "Consent to Establish" letter from Rajasthan State Pollution Control Board vide file no, F(Tech)/Sirohi (Swaroopgunj)/2 (1)/2018-19/1019-1020 bearing order no, 2023-2024/Sirohi/10342 and unit ID -94748 and dispatched date was November 7, 2023,

As mentioned in the letter, Consent to Establish is granted for plant of our Company which is situated at swaroopgunj (as above mentioned address) under the provisions of Section 25/26 of the Water (Prevention & Control of Pollution) Act, 1974 and under Section 21 of the Air (Prevention & Control of Pollution) Act, 1981 for manufacturing/producing Bio Diesel product upto maximum quantity of 1000 KL per day and Glycerin by product upto 140 KL per day, Earlier it was granted to establish 500 KL per day and 70 KL per day respectively,

3) During the year under review, our Company has achieved a significant milestone by receiving approval for the registration and issuance of Carbon Credits under Verra, a leading

global standard for carbon certification, We are proud to announce that our Company is the first Indian Company in the Bio-Diesel sector to obtain this prestigious recognition, For the period from September 15, 2020, to March 31, 2022, our Company has accumulated a total of 57,874 carbon credits, This achievement underscores our commitment to environmental sustainability and positions us as a leader in the industry''s efforts to reduce carbon emissions,

Other business achievements after the Financial Year ended:

1) Subsequent to the conclusion of the financial year, we have submitted the OMC (Oil Marketing Companies) tender and have been awarded the allocation sheet for the supply of 7,851 KL of Bio Diesel amounting to approx, '' 63,85 Crores for various locations in Gujarat and Rajasthan Terminals in India,

2) Subsequent to the conclusion of the financial year, On June 27, 2024, our Company received the "Consent to Operate" letter from the Rajasthan State Pollution Control Board, This letter, issued under file no, F(Tech)/Sirohi (Swaroopgunj)/2(1)/2018-2019/398-399 and bearing order no, 2024-2025/Sirohi/10689, granted us the authorization to operate our facility, The validity of this consent is from May 16, 2024, to April 30, 2034, It permits the manufacturing of bio-diesel (the product) and glycerin (the by-product) at our factory located at Plot No, F-86 to F-90, RIICO Industrial Area, Swaroopgunj, Dist, Sirohi, Rajasthan-307023, with maximum production capacities of 1,500 KL per day and 210 KL per day, respectively,

transfer to general reserve:

Your Directors have not apportioned any amount to the General Reserves. Full amount of net profit is carried to Reserve & Surplus account as shown in the balance sheet of the Company.

DIVIDEND:

The Board of Directors of the Company, at their meeting held on May 17, 2024, recommended a dividend of '' 750 (Rupees Seven and Fifty Paisa Only) per equity share of '' 10 each, subject to approval by the shareholders at the forthcoming Annual General Meeting. If approved, the total dividend payout will amount to '' 770.93 Lakhs. This dividend will be tax-free for recipients up to an amount of '' 5,000.00.

transfer of unclaimed dividend to investor education and protection fund:

Pursuant to the provisions of Section 124 and Section 125 of the Companies Act, 2013 the declared dividends which remains unpaid/unclaimed for a period of Seven (7) years from the date of declaration, are required to be transferred to the Investor Education and Protection Fund ("IEPF").

Your Company has declared dividend a Final Dividend of '' 5.00 (Rupees Five Only) per Equity shares, face value of '' 10.00 per equity shares (i.e. 50% of face value) for the financial year ended on March 31, 2023, at the Annual General Meeting held on 26^thSeptember, 2023.

However, since Seven (7) years have not elapsed from the date of declaration of dividend, transfer of unpaid dividend on which dividend has not been paid or claimed, to Investor Education and Protection Fund ("IEPF") is not applicable to the Company.

DIVIDEND DISTRIBUTION POLICY:

In terms of Regulation 43A of the Listing Regulations, the Company has voluntarily adopted a Dividend Distribution Policy and the same is available on the website of the Company and can be accessed at: https://www.kotvark.com/investor-policies

SUBSIDIARIES of the company:

As on March 31, 2024, Kotyark Industries Limited has the following subsidiaries companies namely:

i. Kotyark Agro Private Limited, a Wholly Owned Subsidiary Company incorporated on July 07, 2022

ii. Kotyark Bio Specialties Limited, a Subsidiary Company incorporated on December 14, 2023*

iii. Semani Industries Limited, a Wholly Owned Subsidiary Company incorporated on January 30, 2024

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("Act"), a statement containing salient features of the financial statements of the above mentioned Subsidiaries Companies in Form AOC - 1 is annexed as Annexure-A, of this Annual Report.

*Note: On January 18, 2024, the status of Kotyark Bio Specialties Limited changed from a Wholly Owned Subsidiary to a Subsidiary Company. This change occurred due to the issuance of equity shares on a rights issue basis by Kotyark Bio Specialties Limited. Kotyark Industries Limited, which initially held 100% ownership, renounced its rights to these shares in favor of other investors.

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 following subsidiary companies with its financial statements in accordance with the applicable provisions namely:

1. Kotyark Agro Private Limited, a Wholly Owned Subsidiary Company

2. Kotyark Bio Specialties Limited, a Subsidiary Company

3. Semani Industries Limited, a Wholly Owned Subsidiary Company

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

ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

During the financial year under review, the Company does not have any joint venture/associate Company.

CHANGE IN REGISTERED OFFICE:

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

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.

SIGNIFICANT AND MATERIAL ORDERS:

During the year under review, Hon''ble NCLT has passed order dated 12.12.2023 vide CP (CAA)/31(AHM) 2023 in CA (CAA)/14(AHM) 2023, approving the scheme of Amalgamation of Yamuna Bio Energy Private Limited with Kotyark Industries Limited (our Company) and their respective Shareholders & Creditors.

material changes and commitment:

There are no material changes and commitments affecting the financial position of the Company have occurred as on the Financial Year ended March 31, 2024, except as follows:

â¢ During the year under review, the ownership structure of our Company has undergone a change. Specifically, Kotyark Bio Specialties Limited transitioned from being a Wholly Owned Subsidiary to a Subsidiary Company.

â¢ During the year under review, Semani Industries Limited, was incorporated on January 30, 2024, as our Wholly Owned Subsidiary Company.

â¢ During the year under review, we have achieved a significant milestone by securing approval for the registration and issuance of Carbon Credits under Verra, a premier global standard for carbon certification. This distinguished accomplishment marks us as the first Indian Company in the bio-diesel sector to attain this prestigious recognition.

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 Annual Return for the Financial Year 2023-24 is available on the website of the Company and can be accessed at https://www.kotvark.com/copv-of-disclosure

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.

status of scheme of amalgamation and NCLT meeting:

Pursuant to order dated April 26, 2023, CA (CAA) No. 14/NCLT/ AHM/2023 issued by the Hon''ble National Company Law Tribunal, Ahmedabad Bench, a meeting of the Equity Shareholders of our Company was convened on Friday, June 09, 2023 at 11:00 A.M. at the Registered Office of the Company situated at A-3, 2^nd Floor, Shree Ganesh Nagar Housing Society, Ramakaka Temple Road, Chhani, Vadodara- 391740 in compliance with Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 for approving the composite of Scheme of Amalgamation of M/s. Yamuna Bio Energy Private Limited ("Transferor Company") with M/s. Kotyark Industries Limited ("Transferee Company") ("our Company") and their respective Shareholders and Creditors.

The said scheme has been approved by the Equity Shareholders of the Company with requisite majority at the said Meeting convened by NCLT as votes cast by public shareholders in terms of SEBI Master Circular No. SEBI/HO/CFD/DIL1/ CIR/P/2021/0000000665 dated 23^rd November, 2021, were more than the votes cast against the same.

In the aftermath, Company has received the copy of order dated 12.12.2023 Vide CP (CAA)/31(AHM) 2023 in CA (CAA)/14(AHM)

2023 from the Hon''ble National Company Law Tribunal (NCLT), Ahmedabad Division Bench-Court-2 (''Hon''ble NCLT'') approving the Scheme of Amalgamation of Yamuna Bio Energy Private Limited With Kotyark Industries Limited (our Company) and their respective Shareholders & Creditors (''Scheme of Amalgamation''), under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, read with the Rules framed thereunder.

Both Kotyark Industries Ltd. and Yamuna Bio Energy Private Limited are well-established entities in the biodiesel sector, with their respective manufacturing facilities in Rajasthan and Gujarat state. The amalgamation is set to create a synergy that leverages the strengths of both companies, leading to a streamlined cost structure and enhanced combined manufacturing capacities.

The integration of Yamuna Bio Energy Private Limited into Kotyark Industries Limited will result in the streamlining of cost structures, enabling operational efficiency and improved competitiveness in the biodiesel market. With manufacturing units strategically located in Rajasthan and Gujarat, the amalgamation brings together the manufacturing capacities of both companies. This synergy will allow for increased production capacity, ensuring a robust response to the growing demand for biodiesel from OMCs. The collective strength of Kotyark Industries and Yamuna Bio Energy positions the amalgamated entity to secure additional tenders in the biodiesel sector. Recent tenders have indicated the growing demand for biodiesel blending from various Oil Marketing Companies (OMCs), providing a lucrative growth opportunity. Further, now, the amalgamated entity will boast of an enhanced order book and underpinned by the addition of Yamuna Bio Energy''s order book and revenue visibility,

The amalgamation of Yamuna Bio Energy Private Limited with Kotyark Industries Limited marks a significant milestone in our journey toward sustained growth and success in the biodiesel sector. By combining our resources, expertise, and manufacturing capacities, we are poised to take advantage of emerging opportunities and contribute to the increasing demand for environmentally responsible fuels from the OMCs and providing mileage to the Government of India''s 5% blending targets of biodiesel in diesel by 2030.

Detailed information and documents w.r.t scheme of amalgamation is available on website at: https://www.kotyark.com/merger-and-amalgamation

carbon credit:

Kotyark Industries Limited has received approval for the registration and issuance of Carbon Credits under Verra, a leading global standard for Carbon certification. This landmark accomplishment earmarks Kotyark Industries Limited as the first Indian Company in the Bio Diesel sector to be acknowledged this achievement.

The approval of carbon credits is a testament to our commitment to sustainability and environmental responsibility. Our Company has consistently led the charge in implementing innovative and eco-friendly practices within the Bio Diesel industry, and this acknowledgment by the pertinent authorities further solidifies our position as a pioneer in this domain.

By adopting innovative and eco-friendly practices, Kotyark Industries Limited has successfully earned 57,874 carbon credits from the period of 15^th September 2020 to 31^st March 2022 as per confirmation mail received from Verra registry dated 2^nd March 2024. This feat is not only a testament to our dedication towards minimizing our environmental footprint but also establishes us as a leader in the sustainable evolution of the Bio Diesel sector. This accomplishment is not only a reflection of our Company''s ethos but also underscores our commitment to contributing to the larger national and global environmental goals. We firmly believe that sustainability serves as a fundamental driver for long-term success, and we remain dedicated to playing our role in fostering a greener and more sustainable future.

We are confident that this milestone, coupled with the prospect of accruing additional income over the ensuing of approx 21 years, will be met with favor by the Company and our stakeholders.

allotment of shares during the year:

1. On December 14, 2023, the Board of Directors of your Company has approved to create, issue, offer and allot, up to 7,08,600 ("Seven Lakhs Eight Thousand Six Hundred Only") Equity shares of '' 10.00 each, on preferential basis to the Promoters/Non-Promoters/Public Category shareholder of the Company on such terms and conditions as may be determined by the Board and subject to the approval of the Shareholders of the Company at the Extra Ordinary General Meeting to be held on January 06, 2024 and applicable regulatory authorities as the case may be, in accordance with the SEBI ICDR Regulations, Companies Act, 2013 and other applicable laws.

Following the approval of the shareholders at the Extra Ordinary General Meeting held on January 6, 2024, and upon receipt of the application money, the Board of Directors of the Company, on January 28, 2024, allotted 6,35,600 Equity Shares with a face value of '' 10.00 each. These shares were issued for cash at a price of '' 780.00 per Equity Share, which

includes a share premium of '' 770.00 per Equity Share. The total amount raised from this allotment is '' 49,57,68,000.00 (Rupees Forty-Nine Crore Fifty-Seven Lakh Sixty-Eight Thousand Only), and the shares were allotted on a preferential basis to Promoters/Non-Promoters/Public.

2. Further, Board of Directors of your Company has on March 02, 2024, has issued and allotted 9,09,216 fully paid-up equity shares of Kotyark Industries Limited ( ''Company''), of face value 10.00 each, to eligible shareholders of Yamuna Bio Energy Private Limited, in the share exchange ratio of 14:100 (i.e. 14 equity shares of Kotyark Industries Limited against every 100 shares of Yamuna Bio Energy Pvt. Ltd.) as provided in the Scheme of Amalgamation as approved by National Company Law Tribunal (''NCLT''), Ahmedabad Division Bench-Court-2 (''Hon''ble NCLT'') vide order dated 12.12.2023 vide CP (CAA)/31(AHM) 2023 in CA (CAA)/14(AHM) 2023.

change in capital structure:

1. Authorized Capital

During the year under review, the Authorized share capital of the

Company has been increased in the manner as described below:

â¢ In the Annual General Meeting duly convened on September 26, 2024, shareholders approved the agenda to increase the Authorized share capital from '' 9,00,00,000.00 (Rupees Nine Crore Only) divided into 90,00,000 Equity shares of '' 10.00 each to 16,00,00,000 (Rupees Sixteen Crore Only) divided into 1,60,00,000 Equity shares of '' 10.00 each.

â¢ Subsequently, due to the amalgamation of our Company with Yamuna Bio Energy Private Limited (Transferee Company), the share capital of the transferee Company was merged with the share capital of our Company, raising our Authorized share capital to '' 23,00,00,000.00 (Rupees Twenty Three Crore Only) divided into 2,30,00,000 Equity shares of '' 10.00 each.

2. Issued, Subscribed & Paid-Up Capital

â¢ During the year under review, following changes took place in the Issued, Subscribed & Paid-Up Capital of the Company:

I. The Board of Directors in their Meeting held on January 28, 2024, approved, issue & Allotted 6,35,600 Equity Shares on preferential Basis of face value of '' 10.00 each fully paid at Issue Price of '' 780.00. The entire issue proceeds have been utilized as stated in the Offer Document, in the financial year 2023-24.

The objects of issue and utilization of fund under Preferential Issue of Equity Shares are as under:

Sr. No.	Objects	Allocation	Fund Utilization
1	The proceeds of the Preferential Issue will be utilized for prepayment of borrowings of the Company, meeting future funding requirements, working capital and other general corporate purposes of the Company.	4,95768	4,95768
Total		4,957.68	4,957.68

There was no deviation/variation in the utilization of the funds raised through issue of equity shares on preferential basis.

II. On approval Scheme of Amalgamation, the Board of Directors has on March 02, 2024, has issued and allotted 9,09,216 fully paid-up equity shares of Kotyark Industries Limited of face value 10.00 each, to eligible shareholders of Yamuna Bio Energy Private Limited.

Consequently, the issued, subscribed and paid-up equity share capital of the Company stands increased to '' 10,27,91,160.00 (divided into 1,02,79,116 equity shares of face value of '' 10.00 each) from '' 9,36,99,000/-divided into 93,69,900 equity shares of face value of '' 10.00 each). Equity shares allotted shall rank pari-passu with the existing equity shares of the Company in all respects.

Â¦ During the period under review, your Company has not bought back any of its securities/has not issued any Sweat Equity Shares/has not issued shares with Differential Voting rights/has not issued any shares under Employee stock option plan and there has been no change in the voting rights of the shareholder.

Â¦ Presently, the paid up share capital of the Company is '' 10,27,91,160 (divided into 1,02,79,116 equity shares of face value of '' 10.00 each).

statement of deviation(s) or variation:

As per the report submitted to the National Stock Exchange on 1705.2024, there is no deviation or variations observed in the utilization of funds raised through preferential issue. The same is available on the website of the Company and can be accessed at: https://www.kotyark.com/ files/ugd/e196d6 e076c2b9933c4bb5a0cccdc33048de97.pdf?index=true

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.

OMC order status:

During the FY 2023-24, Kotyark Industries Limited and Yamuna Bio Energy Private Limited were applied for the Tender of Supply of Bio diesel issued by the OMC for various location in india. Both the Company has been awarded with the allocation of the order of supply of Bio diesel against their tender application and the same has been already disseminated with the exchange for the public information.

The updated status as on June 30, 2024 of the OMC order book for FY 2023-24 are mentioned in below table:

Sr.	Date of Intimation to Exchange		(Data in "KL")
No.		Allocated Quantity in tender	"PO" issued by OMC	Letter of Indent (LOI) issued by OMC	Supply made by Company against LOI
1	Kotyark Industries Limited	1,54,867	56,035.44	27,076	26,956
2	Yamuna Bio Energy Private Ltd.	42,303	10,121	8,757.50	8,757.50
	Total	1,97,170	66,156.44	35,833.50	35,713.50

*Link of NSE w.r.t OMC order update:

1] https://nsearchives.nseindia.com/corporate/KOTYARK 01042023195443 KIL Bagging of order of Biodiesel.pdf

2] https://nsearchives.nseindia.com/corporate/KOTYARK 06072023154742 Orders.pdf

3] https://nsearchives.nseindia.com/corporate/KOTYARK 05102023231147 Tender.pdf

4] https://nsearchives.nseindia.com/corporate/KOTYARK 09012024145657 Orders.pdf

Note: The Company shall receive the Letter of Indent (LOI) and Purchase Order (PO) in due course. The supply of bio diesel is subject to the Company receiving LOI (Supply order) within the reasonable time period before expiry date mentioned in respective PO. Historically, we have observed that LOI for some of the allocation quantity were not received.

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 2023-24 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: https://www.kotyark.com/ files/ugd/e196d6

f564ade23340472ba70eabc627606c0a.pdf?index=true

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-O, which forms part of this Report.

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 2023-24.

None of the Directors is disqualified as on 31^st March, 2024 from being appointed as a Director under Section 164 of the Act.

1. Constitution of Board:

As on the date of this report, the Board comprises of the following Directors:

Name of	Category Cum	Date of	Date of Appointment	Total	No. of Committee¹		No. of
Director	Designation	Original Appointment	at current Term & designation	Director Ships in other co.¹	in which Director is Members	in which Director is Chairman	shares held as on 31.03.2024
Mr. Gaurang Rameshchandra Shah	Chairman cum Managing Director	12.12.2018	09.08.2021 Chairman cum Managing Director	2	1		51,55,335 Equity Shares
Mrs. Dhruti Mihir Shah	Whole-Time Director	30.12.2016	09.08.2021 Whole-Time Director	-	1	-	95,594 Equity Shares
Mrs. Bhaviniben Gaurang Shah	Non-Executive Director	24.072021	09.08.2021 Non-Executive Director	1	1		8,83,887 Equity Shares
Mr. Akshay Jayrajbhai Shah	Non-Executive		09.08.2021	4	3	2	-
Mr. Harsh Mukeshbhai Parikh	Independent Director	09.08.2021	Non-Executive Independent Director	^-	3	1	^-

''Committee includes Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee across all Public Companies including our Company.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations. The members may take the note of the Composition of Board and Committees on Company''s website at: https://www.kotyark.com/ files/ugd/ e196d6 87289d69dbfd4fc5bd9335788ef3985e.pdf

2. Composition of Key Managerial Personnel (KMP):

During financial year 2023-24, In accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Gaurang Rameshchandra Shah who is acting as Chairman cum Managing Director & Mrs. Dhruti Mihir Shah as Whole time Director of the Company.

Company has appointed Mr. Amish Dhirajlal Shah as Chief Financial Officer of the Company w.e.f October 31, 2023 & the Company appointed Mr. Bhavesh Nagar as a Company Secretary and Compliance Officer of the Company w.e.f. December 01, 2022.

3. Appointment/Cessation of Directors/KMP during the Year:

During the financial year 2023-24, Ms. Priyanka Atodaria resigned from her position as Chief Financial Officer of the Company, effective October 30, 2023. In her place, Mr. Amish Dhirajlal Shah has been appointed as the Chief Financial Officer of the Company, with effect from October 31, 2023.

As on date of this report, Mr. Amish Dhirajlal Shah has resigned from the post of Chief Financial Officer w.e.f, 04.09.2024. In his Place Mrs. Dhruti Mihir Shah, who is Whole time director of the Company, has appointed as Chief Financial Officer of the Company w.e.f. 05.09.2024.

4. Retirement by rotation:

Mrs. Dhruti Mihir Shah (DIN: 07664924), Whole-Time 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 08^th Annual General meeting.

5. 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.

6. 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 March 30, 2024 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.

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.

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 2023-24, as required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, are annexed as Annexure-D and forms part of this report.

The Corporate Social Responsibility Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.kotyark.com/ files/ugd/ e196d6 13f5f645002c4036a611b88753d14bdd.pdf?index=true

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.

auditors & auditors'' report:

1. 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 2023-24.

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.

2. Statutory Auditor and their Report:

In line with the requirements of Section 139(2) the Companies Act, 2013, M/s. Manubhai & Shah LLP., Chartered Accountants, Ahmedabad (FRN: 106041W), was appointed as Statutory Auditor of the Company at the 07^th AGM held on September 26, 2023 for a term of 1 year to hold office from the conclusion of the said meeting till the conclusion of 08^th AGM to be held in the year 2024.

Based on the recommendations of the Audit Committee, the Board of Directors of the Company at its board meeting, 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 2 years from the 08^th AGM till the conclusion of the 10^th AGM to be held in the year 2026 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 Auditors'' Report forms part of the Annual Report. The Auditors'' Report issued by the Statutory Auditors, M/s. Manubhai & Shah LLP, on the Standalone and Consolidated Financial Statement for the financial year ended 31^st March, 2024 are with unmodified opinion, self-explanatory and do not call for any further comments. The Statutory Auditors'' 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.

3. Secretarial Auditor and their Report:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. SCS and Co. LLP, Practicing Company Secretaries, Ahmedabad,

to conduct Secretarial Audit of the Company for the FY 2023-24. The Secretarial Audit Report in Form MR-3 for the financial year 2023-24 is annexed to this report as an Annexure-E.

The reply of management against the observation/Remarks made by Secretarial Auditor in their Secretarial Audit Report are as under:

Observation/Remarks made by Secretarial Auditor			Reply of management
Sr.	Compliance	Deviations & Observations/Remarks of the	against the observation/ Remarks made by Secretarial Auditor
No.	Requirement (Regulations/ Circulars/ Guidelines Including Specific Clause)	Practicing Company Secretary
No.		Practicing Company Secretary
1.	Regulation 3(5) & 3(6)	â¢ Deviations:	Delay was unintentional, to
	of SEBI (Prohibition of Insider Trading) Regulations, 2015.	Delay by Company in entering few of UPSI Sharing Entries in software (Structured Digital Database)	make all compliance within due date, UPSI sharing entries into software got delayed.
		â¢ Observations/Remarks of the Practicing Company Secretary: Delay by Company in entering few of UPSI Sharing Entries in software (Structured Digital Database)	Management of Company will be more alert in making entries of UPSI Sharing into software the same day on which UPSI is shared to any Designated Persons.
2.	System Driven Disclosures (SDD) for Insider Trading (as per SEBI circular dated September 09, 2020).	â¢ Deviations: There was delay in reporting of information of Designated Persons under System Driven Disclosures (SDD) for Insider Trading (as per SEBI circular dated September 09, 2020).	The Management will now ensure timely updation of details of Directors & Designated persons in SDD details with designated Depository.
		â¢ Observations/Remarks of the Practicing Company Secretary:
		Change (Addition/Deletion) in Designated Persons was not updated on the same day as required under SEBI Circular No. SEBI/HO/ISD/ISD/ CIR/P/2020/168 dated September 9, 2020.
3.	Regulation 29(2) of Securities and Exchange Board of India Substantial Acquisition of Shares and Takeovers	â¢ Deviations: Delay in submission of disclosure of acquisition of shares via allotment pursuant to scheme of amalgamation under Regulation 29(2) of Securities and Exchange Board of India Substantial Acquisition of Shares and Takeovers Regulations, 2011. (SEBI SAST Regulations)	The delay was due to an inadvertent oversight. The physical copy of the acquisition of shares was submitted by our promoter/Promoter Groups on March 04, 2024. However, there
	Regulations, 2011. (SEBI SAST	â¢ Observations/Remarks of the Practicing Company Secretary:	was a delay in informing the Exchange (via email from their
	Regulations).	Name of Date of No. of Date of Delay in Promoter/ Allotment Shares Disclosure Days Promoter Acquired Group	personal IDs and submitted the same on March 06, 2024. Promoter and Promoter Group will ensure that all future disclosures are reported on time
		Gaurang R. Shah 02.03.2024 8,91,310 06.03.2024 1 Day
		Bhavini G. Shah 02.03.2024 15,687 06.03.2024 1 Day	to Company and Stock exchange

The reDiv of manaaement aaainst the observation/Remarks made bv Secretarial Auditor in their Secretarial Audit Reoort are as under:

Observation/Remarks made by Secretarial Auditor

Reply of management

Sr.

No.

Compliance

Requirement

(Regulations/

Circulars/

Guidelines Including Specific Clause)

Deviations & Observations/Remarks of the Practicing Company Secretary

against the observation/ Remarks made by Secretarial Auditor

The Company has provided all the required disclosure(s) under Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed thereunder.

â¢ Deviations:

The Company has failed to intimate stock exchange about change in status of Wholly owned subsidiary.

â¢ Observations/Remarks of the Practicing Company Secretary:

As per disclosure of events specified in Part A of Schedule III of the LODR Regulations the Company is required to intimate events/information under Regulation 30 within 24 hours of occurrence of same however the Company has failed to intimate stock exchange about change in status of Wholly owned subsidiary - M/s. Kotyark Bio Specialities Limited due to allotment of shares under Right issue on January 18, 2024.

The failure to inform was unintentional and occurred due to inadvertent oversight. However, upon becoming aware of this oversight, Company has promptly informed the stock exchange about the change in status of Kotyark Bio Specialities Limited.

We ensure that Company will due take care in future.

4. Maintenance of Cost Record and Cost Audit:

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.

reporting of frauds by auditors:

During the year under review, neither the Statutory Auditors, Internal Auditors, or the Secretarial Auditors have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed by the Company or against your Company by its officers or employees, the details of which would need to be mentioned in the Boards'' report.

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 25 (Twenty Five) times as May 05, 2023, May 15, 2023, May 31, 2023, June 21, 2023, July 22, 2023, August 18, 2023, September 02, 2023, September 15, 2023, September 22, 2023, October 30, 2023, November 30, 2023, December 08, 2023, December 11, 2023, December 14, 2023, December 28, 2023, December 30, 2023, January 10, 2024, January 12, 2024, January 28, 2024, January 29, 2024, February 02, 2024, February 09, 2024, March 02, 2024, March 07, 2024 and March 30, 2024.

The details of attendance of each Director at the Board Meetings are given below:

Name of Director	Date of original Appointment	Date of Cessation	Number of Board Meetings Eligible to attend	Number of Board Meetings attended	Presence at the NCLT Convened Meeting on 09.06.2023	Presence at the AGM held on 26.09.2023	Presence at the EGM held on 06.01.2024
Mr. Gaurang R. Shah	12/12/2018	''	25	25	Yes	Yes	Yes
Mrs. Dhruti M. Shah	30/12/2016	-	25	25	Yes	Yes	Yes
Mrs. Bhaviniben G. Shah	24/07/2021	-	25	25	Yes	Yes	Yes
Mr. Akshay J. Shah	09/08/2021	-	25	25	No	Yes	Yes
Mr. Harsh M. Parikh	09/08/2021	-	25	24	No	Yes	Yes

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in Section 173 of the Act.

general meetings:

During the year under review, the following General Meetings were held, the details of which are given as under:

Sr. No. Type of General Meeting	Date of General Meeting
1. NCLT Convened Meeting of Equity Shareholders	June 09, 2023
2. Annual General Meeting	September 26, 2023
3. Extra Ordinary General Meeting	January 06, 2024

committees of board:

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

1. Audit Committee & Policies:

Your Company has formed Audit Committee in accordance with the provisions Section 177 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof.

During the year under review, Audit Committee met 10 (Ten) times viz. on May 15, 2023, May 31, 2023, August 18, 2023, September 02, 2023, October 30, 2023, December 28, 2023, December 30, 2023, January 29, 2024, February 02, 2024, and February 09, 2024.

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

Name	category	Designation	Number of meetings during the financial year 2023-24
			Eligible to attend	Attended
Akshay Jayrajbhai Shah	Non-Executive	Chairperson	10	10
Harsh Mukeshbhai Parikh	Independent Director	Member	10	10
Gaurang Rameshchandra Shah	Chairman cum Managing Director	Member	10	10

Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meetings are held for the purpose of reviewing the specific item included in terms of reference of the Committee. 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/Charter:

The Audit Committee Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.kotyark. com/ files/ugd/e196d6 d26e4f07ff73458aa417056a232a1e2c. pdf?index=true

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 https://www.kotyark.com/ files/ugd/ e196d6 bce804ddfa4140ffa019b21da20948ad.pdf?index=true

2. Stakeholder''s Grievance & Relationship Committee & Policy:

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any subsequent modification(s) or amendment(s) thereof. 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 5 (Five) times viz. on May 15, 2023, July 22, 2023, October 30, 2023, January 28, 2024 and March 02, 2024.

The comDosition of the Committee and the details of meetings attended bv its members are aiven below:

Name	Category	Designation	Number of meetings during the financial year 2023-24
			Eligible to attend	Attended
Harsh Mukeshbhai Parikh	Non-Executive	Chairperson	5	5
Akshay Jayrajbhai Shah	Independent Director	Member	5	5
Dhruti Mihir Shah	Whole-Time Director	Member	5	5

During the year, the Company had received 50 Queries/complaints from the Shareholders on e-mail and all the queries/complaints were resolved. There was no complaint pending as on March 31, 2024.

Stakeholder''s Relationship Policy/Charter:

The Stakeholder''s Relationship Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www. kotyark.com/ files/ugd/e196d6 81e2b03db74c4b5db0c4572e488cca59.pdf?index=true.

3. 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, or any subsequent modification(s) or amendment(s) thereof. 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 3 (Three) times viz. on September 02, 2023, October 30, 2023 and March 30, 2024.

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

Name	Category	Designation	Number of meetings during the financial year 2023-24
			Eligible to attend	Attended
Akshay Jayrajbhai Shah	Non-Executive	Chairperson	3	3
Harsh Mukeshbhai Parikh	Independent Director	Member	3	3
Bhavini Gaurang Shah	Non-Executive & Non-Independent	Member	3	3

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 https://www.kotyark.com/ files/ugd/

e196d6 27661cead8e549de8bf826129387cd59.pdf?index=true

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. The Company is committed to creating and maintaining a safe and conducive work environment to its employees without fear of sexual harassment, exploitation and intimidation. 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 2023-24, the Company has received NIL complaints on sexual harassment, and NIL complaints remained pending as of March 31, 2024.

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

e196d6 643bfbeae84c4ce8bda4a488b7c11a7d.pdf?index=true

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 Act read with Rule 8 of The Companies (Accounts) Rules 2014 :

a	Conservation of Energy		Comments
	i)	The steps taken or impact on conservation of energy	The Company has taken measures and applied strict control system to monitor day to day power consumption, to endeavor to ensure the optimal use of energy with minimum extent possible wastage as far as possible. The day to day consumption is monitored and various ways and means are adopted to reduce the power consumption in an effort to save energy.
	ii)	The steps taken by the Company for utilizing alternate sources of energy	The Company has not taken any step for utilizing alternate sources of energy.
	iii)	The capital investment on energy conservation equipment	During the year under review, Company has not incurred any capital investment on energy conservation equipment.
b	Technology absorption
	i)	The effort made towards technology absorption
	ii)	The benefit derived like product improvement, cost reduction, product development or import substitution:
	iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
		a. The details of technology imported	None
		b. The year of import
		c. Whether the technology has been fully absorbed
		d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
	iv)	The expenditure incurred on Research and Development
c	Foreign Exchange Earnings and Outgo
	a.	The Foreign Exchange earned in terms of actual inflows during the year	NIL
	b.	The Foreign Exchange outgo during the year in terms of actual outflows

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 2023-24. Link: https://scores.sebi.gov.in/

sebi smart ODR:

Securities and Exchange Board of India ("SEBI") has pursuant to circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 on July 31, 2023 as amended by corrigendum ref. no. SEBI/HO/OIAE/ OIAEJAD-1/P/CIR/2023/135 dated August 4, 2023, and further a master circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated August 11, 2023 ("Master Circular") introduced a common Online Dispute Resolution ("ODR") Portal to facilitate online resolution of all kinds of disputes arising in the Indian Securities Market. The dispute resolution through the ODR Portal can be initiated when within the applicable law of limitation.

The SMART ODR Portal has been setup by the 7 Market Infrastructure Institutions (MII''s) together with the participation of reputed ODR Institutions.

Process to follow by Shareholders for their grievances/complaints/disputes:

Level 1	Lodging of grievances/		Shareholder(s) may raise any grievance/complaint/dispute against the Company directly with
	complaints/disputes		the Company or its RTA, in the following manner
	directly with the		rta	Company
	Company or its Registrar and share transfer agent ("RTA")		Manager - Corporate Registry, M/s. KFin Technologies Limited,	Company Secretary M/s. Kotyark industries Limited,
			Selenium, Tower- B, Plot No 31-32,	A/2, Shree Ganesh Nagar Housing Society,
			Financial district, Nanakramguda,	Near Ramakaka Temple Road, Chhani,
			Hyderabad-500032.	Vadodara-391740, Gujarat.
			Phone number: 91-40-67162222	Phone number: 91-9510976156
			Email id: [email protected]	Email ID: [email protected]
			Website: www.kfintech.com	Website: www.kotyark.com
Level 2	SEBI SCORES Platform		Grievances/complaints/disputes which are not resolved at Level 1, or if the shareholder is not
			satisfied with the resolution provided by the Company or RTA, then a complaint/grievance/ dispute may be raised on SEBI Complaints Redress System ("SCORES") which can be accessed
			at https://scores.sebi.gov.in
Level 3	ODR Portal		In case the shareholder(s) is not satisfied with the resolution provided at Level 1 or Level 2,
			then the online dispute resolution process may be initiated through the ODR Portal within the applicable timeframe as prescribed under law. The link to the ODR Portal is https://smartodr. in/login and the same can also be accessed through our website under listing tab of investor
			relations.
Notes:	1)	This is to clarify that the shareholder(s) may directly initiate dispute resolution through the ODR portal without having to go through SCORES portal, if the grievance lodged with the Company is not resolved satisfactorily,
	2)	It may be noted that the dispute resolution through the ODR portal		can only be initiated if such complaint/dispute is
		not pending under Level 1 or Level 2 or before any arbitral process, court, tribunal, or consumer forum or if the same is
		non-arbitrable under Indian law.
	3)	There is no fee for registration of complaints/disputes on the ODR portal. However, the process of conciliation/arbitration through ODR portal may attract a fee and the same shall be borne by the concerned shareholder/listed entity/its RTA
		(as the case may be).

The Master Circular for Online Dispute Resolution issued by SEBI has been uploaded on the website of the Company and can be accessed at: https://www.kotvark.com/copv-of-annual-returns.

details of complaints/queries received and redressed during April 01, 2023 to

march 31, 2024:

Platform	Number of shareholders'' complaints/Queries
	pending at the beginning of the year	Received during the year	Redressed during the year	pending at the end of the year
As per RTA	NIL	NIL	NIL	NIL
On SEBI Scores	NIL	NIL	NIL	NIL
On Smart ODR	NIL	NIL	NIL	NIL
On Company Mail	0	50	50	0

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 onthe websitehttps://www.kotyark. com/ files/ugd/e196d6 7fffdc7757b3436d9f1bbd7fd45b7ff2.pdf

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 has 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.

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;

â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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.

The Performance Evaluation Policy, as adopted by the Board of Directors, is placed on the website of the Company at: https://www.kotyark.com/ files/ugd/

e196d6 6bb1a409e279432fbd11cd777b07ab1b.pdf?index=true

shareholding pattern as on 31.03.2024:

Category	No. of Shareholders	No. of shares held	% of holding
Promoter and Promoter Group	5	69,54,222	6765
Body Corporate	52	1,27,900	1.24
H U F	125	2,28,000	2.22
Resident Individuals	2,834	26,91,394	26.19
Alternative Investment Fund	3	62,000	0.60
Foreign Portfolio Investors Category I	4	96,400	0.94
Non-Resident Indians	98	1,19,200	1.16
total	3,121	1,02,79,116	100

	Â¦	Promoter and Promoter Group 6765%
	Â¦	Body Corporate 1.24%
		H U F 2.22%
		Resident Individuals 26.19%
	Â¦	Alternative Investment Fund 0.60%
	Â¦	Foreign Portfolio Investors Category I 0.94%
	Â¦	Non-Resident Indians 1.16%

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. To facilitate this process, the Company has appointed M/s. Kfin Technologies Limited, as its registrar and Share Transfer Agent. Furthermore, all the outstanding shares of the Company as on March 31, 2024 are in dematerialized form.

listing information:

The Company''s equity shares are listed on NSE Emerge SME platform of National Stock Exchange of India Limited with Symbol "KOTYARK" and ISIN: "INE0J0B01017'':

The Company is regular in payment of Annual Listing Fees. The Company has paid '' 24,96,434.00 (Inclusive of GST) to National Stock Exchange of India Limited as Annual Listing Fees for the Financial Year 2024-25 based on NSE''s recent notification of calculating Annual fees on Market Capitalization

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 2023-24, 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.

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, 2024, 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, 2024 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.

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. At present, the Company has not identified any element of risk which may perceptibly threaten the existence of the Company

The Risk Management Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.kotyark. com/ files/ugd/e196d6 dfc682d9ba814edba7347fef2e97aabf. pdf?index=true

corporate governance:

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our Company has been listed on Emerge Platform of National Stock Exchange of India Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to

(i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the Company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

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.

industrial relations:

During the year under review, industrial relations remained harmonious at all our offices and establishments.

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;

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 2023-24 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 2023-24 will also be available on the Company''s website www.kotvark.com.

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.

Registered office: By order of the Board of Directors

2^nd Floor, A-3 Shree Ganesh Nagar Housing Society, For, KOTYARK INDUSTRIES LIMITED

Ramakaka Temple Road, Chhani, Vadodara - 391740

Dhruti M. Shah Gaurang R. Shah

Place: Vadodara Whole-Time Director Chairman cum Managing Director

Date: 04.09.2024 DIN: 07664924 DIN: 03502841

Excluding Section 8 Company, Struck off Company, Amalgamated Company and LLPs.

Mar 31, 2023

The Board of Directors is pleased to present its 07^th Annual Report on the Business and Operations of your Company (âthe Companyâ) 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:

(Rs. in Lakhs)
Name of Shareholder	F.Y. 2022-23	F.Y. 2021-22
Name of Shareholder	Standalone Consolidated	Standalone Consolidated
Revenue From Operations	11,356.23 11,356.23	15,604.59 \|
Other Income	0.76 0.76	29.51 \|
Total Income	11,356.99 11,356.99	15,634.10
Operating expenditure before Finance cost, depreciation and amortization	9,571.16 9,572.61	14,328.97 i I I I
Earnings before Finance cost, depreciation and amortization (EBITDA)	1,785.83 1,784.38	1,305.13 i I I
Less: Depreciation	92.64 92.64	98.75
Less: Finance Cost	141.24 141.25	49.75 \|
Profit Before Tax	1,551.95 1,550.49	1,156.63 \|
Less: Current Tax	394.00 394.00	294.75 i
Less: Short/Excess provision for Income Tax	11.29 11.29	3.03 \|
Less: Deferred tax Liability (Asset)	0.04 0.04	(5.19) i
Profit after Tax	1146.62 1,145.16	864.04 ¹
Previous year figures have been regrouped/re-arranged wherever necessary.

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:

â¢ 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.

â¢ 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.

â¢ 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:

â¢ 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.

â¢ 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:

Statements consolidating financial statements of its wholly owned subsidiary namely âKotyark Agro Private Limitedâ 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 âKOTYARK AGRO PRIVATE LIMITEDâ on July 7, 2022 registered with Registrar of Companies, Ahmedabad, Gujarat. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (âActâ), a statement containing salient features of the financial statements of âKOTYARK AGRO PRIVATE LIMITEDâ 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.

LISTING INFORMATION: The equity shares of your Company are listed on the following stock exchange(s) under the ISIN:
Name of Stock Exchange	The National Stock Exchange of India
Platform	SME Platform
Symbol	KOTYARK
ISIN	INE0J0B01017

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:

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:

â¢ 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.

â¢ 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.

â¢ 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 (âSEBI Listing Regulationsâ) 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:

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 details of attendance of each Director at the Board Meetings are given below:
Name of Director Date of Original Date Number of Board Number of Appointment of Cessation Meetings Eligible Board Meetings to attend attended		Presence at the Previous AGM of F.Y. 2021-22
Mr. Gaurang 12/12/2018 -R.Shah	17 17	Yes
Mr. Dhruti Shah 30/12/2016 -	17 17	Yes
Mrs. Bhavini Shah 24/07/2021 -	17 16	Yes
Mr. Akshay Shah 09/08/2021 -	17 16	Yes
Mr. Harsh Parikh 09/08/2021 -	17 14	Yes
The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.
GENERAL MEETINGS:
During the year under review, the following General Meetings were held, the details of which are given as under:
Sr. No. Type of General Meeting Date of General Meeting
1. Extra Ordinary General Meeting September 16, 2022
2. Annual General Meeting September 22, 2022
COMMITTEES OF BOARD
The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.
(I) Audit Committee:
The Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013.
During the year under review, Audit Committee met 5 (Five) times Â¦ August 13, 2022, November 11, 2022 and February 8, 2023.	viz. on May 11, 2022,	August 10, 2022,
The composition of the Committee and the details of meetings attended by its members are given below:
Name Category Designation	Number of meetings during the financial year 2022-23
	Eligible to attend	Attended
Akshay Jayrajbhai Non-Executive Chairperson Shah Independent Director	5	5
Harsh Mukeshbhai Non-Executive Member Parikh Independent Director	5	5
Gaurang R. Shah Chairman & Managing Member Director	5	5

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) Stakeholderâs 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.

The composition of the Committee and the details of meetings attended by its members are given below:
Name	Category	Designation	Number of meetings during the financial year 2022-23
			Eligible to attend	Attended
Harsh Mukeshbhai Parikh	Non-Executive Independent Director	Chairperson	4	4
Akshay Jayrajbhai Shah	Non-Executive Independent Director	Member	4	4
Dhruti Mihir Shah	Whole-Time Director	Member	4	4

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.

Stakeholderâs 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:

Name	Category	Designation	Number of meetings during the financial year 2022-23
			Eligible to attend	Attended
Akshay Jayrajbhai Shah	Non-Executive Independent Director	Chairperson	4	4
Harsh Mukeshbhai Parikh	Non-Executive Independent Director	Member	4	4
Bhavini Gaurang Shah	Non-Executive & Non-Independent	Member	4	3

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:

â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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.

DIRECTORSâ 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.

DISCLOSURE OF REMUNERATION:

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 & AUDITORSâ 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.

III. Secretarial Auditor and their Report:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/S. SCS and Co. LLP is appointed as a Secretarial Auditor of the Company for the FY 2022-23. The Secretarial Audit Report for the financial year 2022-23 is annexed to this report as an Annexure-E.

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 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 âCode of practices and procedures for Fair disclosures of unpublished price sensitive informationâ is available on the website www.kotyark.com

Maintenance of Structured Digital Database (âSDDâ) 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:

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.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

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Directors Report of Kotyark Industries Ltd.

FINANCIAL PERFORMANCE SUMMARY:

BUSINESS OVERVIEW:

Financial performance:

Other business achievements during Financial Year 2024-25:

Other business achievements after the FinancialYear ended:

TRANSFER TO GENERAL RESERVE:

DIVIDEND:

TRANSFER OF UNCLAIMED DIVIDEND TOINVESTOR EDUCATION AND PROTECTIONFUND:

DIVIDEND DISTRIBUTION POLICY

SUBSIDIARIES OF THE COMPANY:

CONSOLIDATED AUDITED FINANCIALSTATEMENTS:

ASSOCIATES AND JOINT VENTURE OF THECOMPANY:

CHANGE IN REGISTERED OFFICE:

PARTICULARS OF LOANS, GUARANTEES,INVESTMENTS & SECURITY:

SIGNIFICANT AND MATERIAL ORDERS:

MATERIAL CHANGES AND COMMITMENT:

CREDIT RATING:

CHANGE IN NATURE OF BUSINESS:

STATUS OF MIGRATION TO MAIN BOARD OFNSE AND BSE

CARBON CREDIT:

CERTIFICATE OF RECOGNITION ON CARBONCREDIT:

ANNUAL RETURN:

SHARE CAPITAL:

1. Authorized Capital

2. Issued, Subscribed & Paid-Up Capital

OMC ORDER STATUS:

CONTRACTS OR ARRANGEMENTS WITHRELATED PARTIES:

DISCLOSURE OF REMUNERATION:

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

1. Constitution of Board:

2. Composition of Key Managerial Personnel (KMP):

3. Appointment/Cessation of Directors/KMP duringthe Year:

4. Retirement by Rotation:

5. Disclosure by Directors:

6. Declaration by the independent directors:

PUBLIC DEPOSIT:

CORPORATE SOCIAL RESPONSIBILITYINITIATIVE:

AUDITORS & AUDITORSâ REPORT

1. Internal Auditor:

2. Statutory Auditor and their Report:

3. Secretarial Auditor and their Report:

4. Maintenance of Cost Record and Cost Audit:

REPORTING OF FRAUDS BY AUDITORS:

BOARD MEETING:

GENERAL MEETINGS:

GENERAL MEETINGS: (Contd.)

POSTAL BALLOT RESOLUTION:

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

COMMITTEES OF BOARD:

1. Audit Committee & Policies:

2. Stakeholderâs Relationship Committee & Policy:

3. Nomination and Remuneration Committee:

SEXUAL HARASSMENT OF WOMEN ATWORKPLACE:

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

SECRETARIAL STANDARDS OF ICSI:

SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

SEBI SMART ODR:

GREEN INITIATIVES:

ACKNOWLEDGEMENT:

financial performance summary:

business overview:

Financial performance:

Other business achievements during Financial Year 2023-24:

Other business achievements after the Financial Year ended:

transfer to general reserve:

DIVIDEND:

transfer of unclaimed dividend to investor education and protection fund:

DIVIDEND DISTRIBUTION POLICY:

SUBSIDIARIES of the company:

CONSOLIDATED AUDITED FINANCIAL STATEMENTS:

ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

CHANGE IN REGISTERED OFFICE:

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

SIGNIFICANT AND MATERIAL ORDERS:

material changes and commitment:

annual return:

change in nature of business:

status of scheme of amalgamation and NCLT meeting:

carbon credit:

Other business achievements after the Financial
Year ended:

TRANSFER OF UNCLAIMED DIVIDEND TO
INVESTOR EDUCATION AND PROTECTION
FUND:

CONSOLIDATED AUDITED FINANCIAL
STATEMENTS:

ASSOCIATES AND JOINT VENTURE OF THE
COMPANY:

PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS & SECURITY:

STATUS OF MIGRATION TO MAIN BOARD OF
NSE AND BSE

CERTIFICATE OF RECOGNITION ON CARBON
CREDIT:

CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES:

3. Appointment/Cessation of Directors/KMP during
the Year:

CORPORATE SOCIAL RESPONSIBILITY
INITIATIVE:

AUDITORS & AUDITORSâ REPORT

2. Stakeholderâs Relationship Committee & Policy:

SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE:

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:

DIRECTORSâ RESPONSIBILITY STATEMENT:

AUDITORS & AUDITORSâ REPORT I. Internal Auditor: