The Board of Directors is delighted to present the 09^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 31^st March, 2025. 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 this 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, 2025, 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, 2025, are summarized as
follows:

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

• 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.

• 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%.

• 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

• 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.

• 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.

• 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:

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:

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 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.

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 Mar’25 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
Company’s 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 2024¬
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 (“IEPF”).

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^th
September, 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 (“IEPF”) 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 (“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
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 (“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 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 Company’s
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 Company’s operations and allegations regarding tax
compliance.

• 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.

• 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.

• 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.

• 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 Hon’ble 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 Company’s banking facilities are as follows:

These ratings reflect the Company’s financial discipline and creditworthiness. The assigned ratings provide assurance to stakeholders
regarding the Company’s 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 Company’s
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 in¬
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 Company’s 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
world’s 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

*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.

1. Constitution of Board:

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

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://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,

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

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

• 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 (“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 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 & 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 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 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,

2025 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 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:

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

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 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:

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:

GENERAL MEETINGS: (Contd.)

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:

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.

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:

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:

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.

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_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:

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:

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 (“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/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 (“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:

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:

CODE OF CONDUCT FOR PROHIBITION OF
INSIDER TRADING:

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

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

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

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

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

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

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

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.

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,
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 “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 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 Company’s 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

1

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

2

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