TO THE MEMBERS OF AJANTA SOYA LIMITED

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Your directors are pleased to present the 34 Annual Report on the business and operations of the Company and the

financial accounts for the year ended 31 March, 2025.

During the year under review the total income of the Company was Rs. 1,33,849.22 Lakhs as against Rs. 1,03,131.02 Lakhs in the previous year. The total expenses of the Company were Rs. 1,30,217.49 Lakhs during the year as compared to Rs. 1,02,619.40 Lakhs during the previous year. During the year the Company earned a profit after tax of Rs. 2,714.56 Lakhs against a profit after tax of Rs. 402.89 Lakhs in the previous year.

Your Directors are putting in their best efforts to improve the performance of the Company by increasing the throughput of the plant.

The Company is engaged in the business of manufacturing of Vanaspati and Refined Oil with shortening products (bakery & biscuit). During the year company has produced 94,977.469 MT of Vanaspati/Refined Oil as against 97,353.855 MT in the previous year.

The most popular brands of Vanaspati/refined oil and bakery shortening are "Dhruv", "Anchal", "Parv", "ASL", "ASL Pure", "ASL Fine Fingers" and "Nutri 1992" etc. and all are which enjoy a considerable market share. Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report attached to this report.

There has been no change in business of the Company.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the

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Company have occurred between the end of the financial year of the Company 31 March, 2025 and the date of this Report.

The Board of Directors of your Company has decided to retain and plough back the profits into the business of the Company; thus, no dividend is recommended for this year.

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

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The paid-up Equity Share Capital as on 31 March, 2025 was Rs. 1609.66 Lakhs. During the year under review, the Company has not issued any Shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

During the period under review, Company has not raised any funds through preferential allotment or qualified institutions placement.

Pursuant to Section 134(3)(g) of the Companies Act, 2013 details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are as under below.

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During the financial year ended 31 March, 2025, no Guarantee and Loan u/s 186 of the Companies Act, 2013 was made by the Company.

The Company has neither accepted nor renewed any deposits during the Financial Year 2024-25 in terms of Chapter V of the Companies Act, 2013.

The Company has no subsidiaries, associates and joint ventures companies.

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as ‘Annexure 1' which forms part of this report.

At present, the equity shares of the Company are listed at BSE Limited (BSE). The annual listing fees for the financial year 2025-26 to BSE Limited have been paid.

In terms of the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time, the Management's Discussion and Analysis Report is provided in a separate section and forms an integral part of this Report.

Corporate Governance is all about ethical conduct, openness, integrity and accountability of an enterprise. Good Corporate Governance involves a commitment of the Company to run the business in a legal, ethical and transparent manner and runs from the top and permeates throughout the organization. It involves a set of relationships between a Company's management, its Board, shareholders and Stakeholders. It is a key element in improving the economic efficiency of the enterprise. Credibility offered by Corporate Governance helps in improving the confidence of the investors both domestic and foreign, and establishing productive and lasting business relationship with all stakeholders.

At ASL Corporate Governance is more a way of business life than a mere legal obligation. Strong governance practices of the Company have been rewarded in the Company.

A Certificate from Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the SEBI Listing Regulations is attached in the Corporate Governance Report and forms part of this report.

Certificate of the CEO/CFO, inter-alia, confirming the correctness of the financial statements, compliance with Company`s Code of Conduct, adequacy of the internal control measures and reporting of matters to the auditors and the Audit committee in terms of Regulation 17 of the SEBI Listing Regulations is attached in the Corporate Governance report, and forms part of this report.

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During the year CRISIL Ratings Limited has assigned the Bank Loan External Ratings of the Company dated 3 July, 2024 as mentioned below:

During the year under review and between the end of the financial year and date of this report, following are the changes in Directors of the Company:

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i. Mr. Sushil Kumar Goyal (DIN: 00125275) who retires by rotation on the AGM held on 27 September, 2024 was re-appointed as Director in pursuant to the provisions of Section 152 of the Companies Act, 2013.

ii. On the recommendation of the Nomination and Remuneration Committee and Board of Directors and the approval of the members of the Company by way of a special resolution passed in the Annual General Meeting

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27 September, 2024, Ms. Sonia Poddar (DIN: 07069540) was appointed as a Non-executive Independent

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Director of the Company for a term of five consecutive years with effect from 1 October, 2024 to 30 September, 2029 (both days inclusive).

iii. In Pursuant to Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every Annual General Meeting (AGM). Consequently, Mr. Abhey Goyal (DIN: 02321262), Director will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013.

In terms of the provisions of rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board opines that the Independent Directors so appointed/re-appointed hold highest standards of integrity and possess necessary expertise and experience.

A brief resume of the Directors proposed to be appointed/re-appointed in the ensuing Annual General Meeting, the nature of his/her expertise in specific functional areas, disclosure of relationships between Directors inter-se, names of Companies in which he/she has held directorships, committee memberships/chairmanships, his/her shareholding and other details as stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") as amended read with the provisions of the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ("SS-2") is annexed to the Notice of the ensuing AGM.

None of the aforesaid Directors of the Company is disqualified from being appointed as directors, as specified in Section 164 (1) and Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of directors) Rules, 2014. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

Mrs. Sushila Jain (DIN: 03432157), ceased as Non-executive Independent Director of the Company w.e.f. close of

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business hours on 27 March 2025 upon completion of her two consecutive terms of 5 (Five) years each.

The Board places on record its deep appreciation for the invaluable contribution and guidance provided by the outgoing Director during her tenure on the Board.

Pursuant to provisions of Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act and under Regulation 16 and 25 of SEBI Listing Regulations, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of Independence and there has been no change in the circumstances affecting their status as Independent Director of the Company.

The Independent Directors have also complied with the Code for Independent Directors as per Schedule IV of the Companies Act, 2013. All our Independent Directors are registered on the Independent Directors Databank.

After undertaking a due assessment of their disclosures, in the opinion of the Board of Directors, all the Independent Directors fulfilled the requirements of the Companies Act, 2013 and the SEBI Listing Regulations and were Independent of the management of the Company.

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations, The Company has a policy for selection and appointment of Directors, KMP's and Senior Management Personnel and for determination of their remuneration ("Nomination & Remuneration Policy").

To lay down clear criteria and terms and conditions for identifying individuals who are qualified to become Directors (executive, non-executive, including independent directors), Key Managerial Personnel, and those who may be appointed to senior management positions.

To provide a well-defined framework for the remuneration of Directors, Key Managerial Personnel, and Senior Management Personnel, ensuring it aligns with the Company's business strategies, core values, key priorities, and long-term goals.

The Nomination & Remuneration Policy is available on the Company's website at: https://ajantasoya.com/investor-information-2/.

Information as per Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in ‘Annexure 2' of this Report.

The statement containing particulars of the top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in the Annexure forming part of this Report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary at cs@ajantasoya.com.

Number of Meetings of the Board

During the Financial Year 2024-25, 4 (Four) number of Board meetings were held. For details there of kindly refer to the section Board of Directors in the Corporate Governance Report.

As on the date of this report the Board has the following committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

All the recommendations made by the Board Committees, were accepted by the Board.

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As on 31 March, 2025, the Audit Committee of the Company comprises the following Directors:

Further, all recommendations of Audit Committee were accepted by the Board of Directors.

Pursuant to applicable provisions of the Companies Act, 2013 and the SEBI Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

A structured questionnaire has been prepared, covering various aspects of the functioning of the Board and its Committee, such as, adequacy of the constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed at the meeting, Board`s focus, regulatory compliances and Corporate Governance, etc. Similarly, for evaluation of Individual Director's performance, the questionnaire covers various aspects like his/her profile, contribution in Board and Committee meetings, execution and performance of specific duties, obligations, regulatory compliances and governance, etc.

Board members had submitted their response on a scale of 5 (excellent) 1 (poor) for evaluating the entire Board, respective Committees of which they are members and of their peer Board members, including Chairman of the Board.

The Independent Directors had met separately without the presence of Non-Independent Directors and the members of management and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performance of the Chairman of the Company after taking into consideration the views of executive and Non-Executive Directors.

As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board excluding the Director being evaluated.

The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated. On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.

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At the 31 Annual General Meeting of the Company held on 30 September, 2022, the Members approved the appointment of M/s TAS Associates, Chartered Accountants, (FRN: 010520N) as Statutory Auditors of the Company to

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hold office as the statutory Auditors for a period of five (5) years from the conclusion of the 31 Annual General Meeting till

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the conclusion of the 36 Annual General Meeting of the Company. During the year, the Statutory Auditors have confirmed that they satisfy the independence criteria required under the Act.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor`s Report are self-explanatory.

During the Financial Year 2024-25 as per Section 148 of the Companies Act, 2013 read with Rules framed the reunder, M/s K.G. Goyal & Associates, Cost Accountants, (Firm`s Registration No. 000024) were re-appointed as Cost Auditors to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. After the end of the financial year M/s K. G. Goyal & Associates, Cost Accountants, (Firm`s Registration No. 000024) have also been appointed as Cost Auditors for the Financial Year 2025-26 by the Board of Directors, upon recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing annual general meeting. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

Pursuant to the provisions under Section 148 of the Companies Act, 2013 read with Rules framed there under, the Directors confirm that the proper Cost accounts and records are maintained by the Company in terms of the Act.

Your Board, during the year, appointed M/s. R&D Company Secretaries, to conduct secretarial audit of the Company for

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the financial year ended 31 March, 2025. The Report on M/s R&D Company Secretaries in terms of Section 204 of the Act is provided in the ‘Annexure 3' forming part of this Report. The said reports are self-explanatory and do not contain any qualification, reservation and adverse remarks or disclaimer.

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Pursuant to SEBI Listing Regulations and SEBI circular dated 8 February, 2019, Annual Secretarial Compliance Report

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for the financial year ended 31 March, 2025, was obtained from M/s R&D Company Secretaries, Secretarial Auditors, and submitted to BSE Limited.

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of

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Directors at its meeting held on 30 May, 2025 have approved the appointment of M/s. R&D Company Secretaries ("R&D"), a peer-reviewed firm of Company Secretaries in Practice, (Peer Review Number: 1403/2021) and (Firm Unique Identification No: P2005DE011200), as the Secretarial Auditors of the Company for a term of five (5) consecutive years, commencing from Financial Year 2025-26 till Financial Year 2029-30 subject to approval of the members of the Company at the ensuing Annual General Meeting.

A brief profile and other relevant details of M/s. R&D Company Secretaries, Company Secretary in Practice are provided in the Notice convening the ensuing AGM.

M/s. R&D Company Secretaries has consented to act as the Secretarial Auditors of the Company and confirmed that the appointment, if approved, would be within the limits prescribed under the Companies Act, 2013 and SEBI Listing Regulations. M/s. R&D Company Secretaries has further confirmed that they are not disqualified to be appointed as the Secretarial Auditors under the applicable provisions of the Act, rules made there under, and SEBI Listing Regulations.

On the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s Talati and Talati LLP., Chartered Accountants (Firm Registration No. 110758W/W100377), as Internal Auditors of the Company to conduct the Internal Audit for the financial year 2025-26.

The Statutory Auditors, Cost Auditors, Internal Auditors and Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made there under.

There were no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which impacts the business of the Company.

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, the Directors confirm:

a) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) that they had selected such accounting policies and applied them consistently and made judgements 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 and loss of the Company for that period;

c) that they 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) that they had prepared the annual accounts on a going concern basis;

e) that they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

Your Company has always been undertaking CSR activities on a significant scale, upholding the belief that Corporates have a special and continuing responsibility towards social development.

The vision of ASL CSR activities to make sustainable impact on the human development of underserved communities through initiatives in Education, Health and Livelihoods has been formally codified with the constitution of a dedicated Corporate Social Responsibility Committee of the Board as per of section 135 of the Companies Act, 2013 and Rules framed there under. The CSR Committee of the Company helps the Company to frame, monitor and execute the CSR activities of the Company. The Committee defines the parameters and observes them for effective discharge of the social responsibility of your Company. The CSR Policy of your Company outlines the Company's philosophy & the mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large as part of its duties as a responsible corporate citizen. Details regarding the constitution, roles and functions of the Corporate Social Responsibility Committee are given in the Report on Corporate Governance.

Further, the Board of Directors of your Company has also adopted the CSR Policy of the Company as approved by the Corporate Social Responsibility Committee which is also available on the website of the Company at www.ajantasoya.com.

As per Section 135 of the Companies Act, 2013, the Company has a Corporate Social Responsibility (CSR) Committee of its Board of Directors. The Committee comprises:

During the year under review the Company has been actively involved in CSR activities. The Company has spent the requisite amount in line with the recommendations by the CSR Committee and approval of the Board of Directors of the Company.

Details about the CSR policy and initiatives taken by the Company during the year are available on Company's website www.ajantasoya.com. The Annual Report on CSR activities is attached as ‘Annexure 4' to this Report.

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well-placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company's IFC system also comprises due compliances with Company`s policies and Standard Operating Procedures (SOP`s) and audit and compliance by in-house Internal Audit Division, The Company has appointed an external professional firm as Internal Auditor. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board.

Details of internal financial control and its adequacy in compliance with the provisions of Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 are included in the Management Discussion and Analysis Report, which forms part of this Report.

The Company has appointed an external professional firm as Internal Auditor. The Internal Audit of the Company is regularly carried out to review the internal control systems and processes. The internal Audit Reports along with implementation and recommendations contained therein are periodically reviewed by Audit Committee of the Board.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and SEBI Listing Regulations. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Internal Audit Department facilitates the execution of Risk Management Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Through this programme, each Function and Unit addresses opportunities and risks through a comprehensive approach aligned to the Company's objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

This risk management process, which is facilitated by internal audit, covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlights risks associated with chosen strategies. The major risks forming part of the Enterprise Risk Management process are linked to the audit universe and are covered as part of the annual risk based audit plan.

The Company has adopted a Vigil Mechanism and Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

Pursuant to the legislation The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has a Policy on Prevention of Sexual Harassment at Workplace. Your Company has constituted an Internal Complaints Committee (ICC) to investigate and resolve sexual harassment complaints.

The Company in its endeavour for zero tolerance towards any kind of harassment, including sexual harassment, or discrimination at the workplace has in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company has not received any complaint under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

As per Section 134(3)(a) of the Companies Act, 2013, the Annual Return referred to in Section 92(3) has been placed on the website of the Company www.ajantasoya.com under the Investors Section http://ajantasoya.com/annual-reports-2/.

In line with the requirements of the Act and the SEBI Listing Regulations as amended from time to time, the Company has adopted a Policy on Related Party Transactions ("RPT Policy"). The RPT Policy captures framework for Related Party Transactions and intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions with related parties.

The Board, based on the recommendation of the Audit Committee, amended the RPT Policy to align it with statutory requirements. The updated RPT Policy of the Company is available on the Company's website at https://ajantasoya.com/investor-information-2/

With reference to Section 134(3)(h) of the Companies Act, 2013, during the year, the Company had not entered into any contract or arrangement with related parties which could be considered ‘material' according to the policy of the Company on Materiality of Related Party Transactions. All Related Party Transactions are placed before the Audit Committee for its review and approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature. Further, all transactions with related parties entered into during the year under review were at arm's length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company's Policy on Related Party Transactions, hence the disclosure under Form AOC-2 is not applicable to the Company and hence does not form part of this report. All related party transactions are disclosed in Note No. 42 of the financial statements.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges within statutory timelines.

Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concerns status and company`s operations in future

The Company has not received any significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Company`s operations in future.

The Company is in compliance with the relevant provisions of Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government and all other Secretarial Standards from time to time.

During the year under review, no such valuation was required to be done.

Your Directors place on record their gratitude to the Central Government, State Governments and Company's Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.