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DIRECTORS' REPORT

Savita Oil Technologies Ltd.

GO
Market Cap. ( ₹ in Cr. ) 2679.34 P/BV 1.55 Book Value ( ₹ ) 252.34
52 Week High/Low ( ₹ ) 587/343 FV/ML 2/1 P/E(X) 23.67
Book Closure 15/09/2025 EPS ( ₹ ) 16.51 Div Yield (%) 1.02
Year End :2025-03 

Your Directors have pleasure in presenting the Sixty-fourth Annual Report, together with the Audited Accounts for the
year ended 31st March, 2025.

1. FINANCIAL RESULTS

Particulars

Standalone

Consolidated

Year ended
31st March, 2025

Year ended
31st March, 2024

Year ended
31st March, 2025

Year ended
31st March, 2024

Total Income

3,86,886

3,81,516

3,85,970

3,81,209

Profit before Depreciation & Tax

18,921

29,010

17,992

28,690

Depreciation

2,358

2,275

2,421

2,316

Exceptional Income

-

-

-

-

Profit/(Loss) before Tax

16,563

26,735

15,571

26,375

Provision for Taxation:

Current

3,738

5,815

3,797

5,815

Deferred

575

491

582

483

Provision for Taxation no longer required

(127)

-

(127)

-

Profit/(Loss) for the year after Tax

12,377

20,429

11,320

20,076

Other Comprehensive Income

(113)

(46)

(113)

(46)

Balance brought forward from previous
year

1,61,613

1,43,995

1,61,261

1,43,995

Profit available for appropriation

1,73,877

1,64,377

1,72,467

1,64,025

Appropriations:

Dividend

2,742

2,764

2,742

2,764

Tax on Dividend/Tax on buy-back of equity
shares

849

-

849

-

General Reserve

-

-

-

-

Balance carried to Balance Sheet

1,70,285

1,61,613

1,68,876

1,61,261

2. SHARE CAPITAL

Post completion of buy-back of 5,40,000 fully paid
equity shares in the month of September, 2024, the
paid-up equity share capital of your Company stands
at ' 13,71,20,830/-.

3. DIVIDEND

Your Directors at the Board Meeting held on 19th May,
2025 have recommended dividend @200% (' 4 per
equity share of
' 2/- each), as against 200% dividend
for the previous year, on the paid-up Equity Share
Capital of
' 1,371.20 Lakh, resulting in an outgo of
' 2,742.41 Lakh for your Company (' 2,742.41 Lakh
for previous year).

4. RESERVES

The Reserves of your Company stood increased
to
' 1,662 crore on standalone basis at the end of
the year under review as against
' 1,611 crore for
the previous year.

5. OPERATIONS

During the year under review, on standalone basis,
your Company achieved sales volume at 4,40,136
KLs/MTs as against 4,18,404 KLs/MTs achieved
during FY 2023-2024. Your Company's sales
turnover increased during the FY 2024-2025 which
stood at
' 3,787 crore against ' 3,708 crore in the
FY 2023-2024. Your Company achieved net profit
before tax of
' 166 crore during the FY 2024-2025
as against
' 267 crore during the previous year.
The drop in profits was primarily due to a fall in
prices of Base Oils which are the main raw materials
for your Company, which adversely impacted
your Company's inventory holdings. Further, your
Company's international business was impacted by
logistic challenges with escalated freights and limited
frequency on routes due to global uncertainties
during the year.

During the FY 2024-2025, your Company's Wind
Power Plants situated in the states of Maharashtra,
Karnataka and Tamil Nadu generated a total of 80.40
MU against 86.73 MU generated in the previous year.
During the year under review, your Company did not
add any new projects to its Wind Portfolio.

6. SUBSIDIARY COMPANIES, JOINT VENTURES
AND ASSOCIATE COMPANIES

As on 31st March, 2025, your Company had
one subsidiary company viz. Savita GreenTec
Limited. There has been no material change in
the nature of business of the subsidiary company
during FY 2024-2025.

The report on the financial position of the subsidiary
company as per Section 129(3) of the Companies Act,
2013 is provided in Form No. AOC-1, which is enclosed
as a separate annexure to the Financial Statements.

7. PUBLIC DEPOSITS

Your Company has not accepted any deposits from the
public or its employees during the year under review.

8. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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

9. CORPORATE GOVERNANCE

Corporate Governance Report along with a
Certif
icate from the Secretarial Auditors of your
Company regarding compliance of the conditions of
Corporate Governance pursuant to requirements as
stipulated by Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is annexed hereto and forms part
of this Report.

10. DIRECTORS

As per provisions of Section 152 of the Companies
Act, 2013, Mr. Vishal Sood (DIN: 10734919), Director
of the Company retires by rotation at the ensuing
Annual General Meeting of your Company and being
eligible offers himself for re-appointment.

Profile of Mr. Vishal Sood has been detailed in the
Explanatory Statement annexed to the Notice of
the ensuing Annual General Meeting. Your Directors
recommend re-appointment of Mr. Vishal Sood as the
Whole-time Director of your Company.

Your Company has received declarations from all the
Independent Directors of your Company confirming
that they meet with the criteria of Independence as
prescribed under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

11. KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Gautam N.
Mehra, Managing Director of your Company,
Mr. Siddharth G. Mehra, Whole-time Director,
Mr. Vishal Sood, Whole-time Director, Mr. Uday C.
Rege, Company Secretary & Chief Legal Officer and
Mr. Sanjeev Madan, Chief Financial Officer were the
Key Managerial Personnel of your Company.

Remuneration and other details of the said Key
Managerial Personnel for the financial year ended
31st March, 2025 are attached to the Board's Report.

12. BOARD COMMITTEES

All decisions pertaining to the constitution of
Committees, appointment of Members and fixing of
terms of reference/role of the Committees are taken
by the Board of Directors of your Company.

Details of the role and composition of the Committees
of the Company, including the number of meetings
held during the financial year and attendance at
meetings, are provided in the Corporate Governance
Section of the Annual Report.

13. NUMBER OF MEETINGS

The Board of Directors of your Company met 6 times
during FY 2024-2025. The Board Meetings were
held on 1st April, 2024, 11th May, 2024, 3rd August,
2024, 27th August, 2024, 12th November, 2024 and
13th February, 2025. The maximum time gap between
any two consecutive meetings did not exceed one
hundred and twenty days.

Audit Committee of your Company met 4 times on
11th May, 2024, 3rd August, 2024, 12th November, 2024
and 13th February, 2025 during the FY 2024-2025.

Stakeholders' Relationship Committee of your
Company met 4 times on 11th May, 2024, 3rd August,
2024, 12th November, 2024 and 13th February, 2025
during the FY 2024-2025.

Nomination and Remuneration Committee of your
Company met 2 times on 11th May, 2024 and
3rd August, 2024 during the FY 2024-2025.

Risk Management Committee of your Company met
2 times on 11th May, 2024 and 12th November, 2024
during the FY 2024-2025.

CSR & ESG Committee of your Company met 2 times
on 11th May, 2024 and 12th November, 2024 during
the FY 2024-2025.

14. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of
the Companies Act, 2013, your Directors confirm that:

a) i n the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanation relating
to material departures, if any;

b) the selected accounting policies were applied
consistently and the Directors made judgments
and estimates that are reasonable and prudent
so as to give a true and fair view of the state
of affairs of your Company as at 31st March,
2025 and of statement of profit and loss of your
Company for the year ended on that date;

c) proper and sufficient care has been taken
for the maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the
assets of your Company and for preventing and
detecting fraud and other irregularities;

d) the annual accounts have been prepared on a
going concern basis;

e) the internal financial controls have been
laid down to be followed by your Company
and such controls are adequate and are
operating effectively;

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

15. PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3)(p),
149(8) and Schedule IV of the Companies Act, 2013
and relevant provisions of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
annual performance evaluation of the Directors
as well as of the Audit Committee, Nomination
and Remuneration Committee and Stakeholders'
Relationship Committee for the FY 2024-2025 was
carried out by your Company.

For the FY 2024-2025, the performance evaluation
of the Independent Directors was carried out by
the entire Board and the performance evaluation of
the Chairman and Non-Independent Directors was
carried out separately by the Independent Directors.

The Directors expressed their satisfaction with the
evaluation process.

16. INDEPENDENT DIRECTORS' MEETING

During the year under review, the Independent
Directors of your Company met on 13th February,
2025 interalia, to discuss:

i) Evaluation of performance of Non-Independent
Directors and the Board of Directors of your
Company as a whole;

ii) Evaluation of performance of the Chairman of
your Company, taking into views of Executive
and Non-Executive Directors;

iii) Evaluation of the quality, content and timelines
of flow of information between the Management
and the Board that is necessary for the Board to
effectively and reasonably perform its duties.

17. MANAGERIAL REMUNERATION

The information required under Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided as
a separate annexure. The information as required
under Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 will be provided upon request by any Member
of your Company. In terms of Section 136(1) of the
Companies Act, 2013, the Report and the Accounts
are being sent to the Members excluding the aforesaid
Annexure. Any Member interested in obtaining copy
of the same may write to the Company Secretary at
the Registered Office of your Company.

18. NOMINATION AND REMUNERATION POLICY

The revised Nomination and Remuneration Policy
recommended by the Nomination and Remuneration
Committee and approved by the Board of Directors
of your Company in its Meeting held on 1st April, 2024
is adopted by your Company. The Remuneration
Policy of your Company is attached to this Report as
a separate annexure and the same can be accessed
by clicking on the weblink
https://www.savita.com/
about/remuneration-policy.php

19. CSR POLICY

The revised Corporate Social Responsibility Policy
recommended by the CSR Committee and approved
by the Board of Directors of your Company in its
Meeting held on 19th May, 2025 is adopted by your
Company. The same can be accessed by clicking
on the weblink
https://www.savita.com/about/
corporate-social-responsibility.php

The disclosure relating to the amount spent on
Corporate Social Responsibility activities for the
financial year ended 31st March, 2025 is attached to
this Report as a separate annexure.

20. LISTING AND OTHER REGULATORY ORDERS
AGAINST YOUR COMPANY, IF ANY

Your Company's shares continue to be listed on BSE
Limited and National Stock Exchange of India Limited.
The Listing Fees to these two Stock Exchanges
for the FY 2025-2026 have been paid by your
Company on time.

There were no significant or material orders passed by
any of the regulators or courts or tribunals impacting
the going concern status and your Company's
operations in future.

21. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

During the year, your Company has transferred
' 12.44 Lakh towards unclaimed Dividend as
against
' 5.41 Lakh towards unclaimed Dividend
in the previous year to the Investor Education and
Protection Fund, which amount was due and payable
for the FY 2016-2017 and remained unclaimed and

unpaid for a period of 7 years, as provided in Section
125 of the Companies Act, 2013.

Your Company has intimated to the Shareholders
who had not claimed dividends for the past 7 years
to claim the dividends forthwith failing which their
shares would stand transferred to the IEPF Authority
after 15th October, 2025.

22. KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended
31st March, 2025, are provided in the Management
Discussion and Analysis Report which is annexed
hereto and forms a part of the Board's Report.

23. STATUTORY AUDITORS

The Members of your Company, at the 61st Annual
General Meeting held on 29th September, 2022 had
re-appointed G. D. Apte & Company, Chartered
Accountants (Firm Registration No. 100515W) as the
Statutory Auditors of the Company for the second
term of 5 years to hold office from the conclusion
of the ensuing 61st Annual General Meeting until
the conclusion of the 66th Annual General Meeting
of the Company.

24. AUDITORS' REPORT

The Auditors' Report to the Members on the Accounts
of your Company for the financial year ended
31st March, 2025 is attached to this Report and does
not contain any qualification, reservation or adverse
remark. No fraud has been reported by the Auditors
to the Audit Committee or Board.

25. SECRETARIAL AUDIT REPORT

Secretarial Audit for the FY 2024-2025 was conducted
by MP & Associates, Company Secretaries in Practice in
accordance with the provisions of Section 204 of the
Companies Act, 2013. The Secretarial Audit Report is
attached as a separate annexure to this Report and
does not contain any qualification, reservation or
adverse remark. The Company has complied with the
applicable provisions of Secretarial Standards.

In compliance with Regulation 24A of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Audit Committee and
Board of Directors at their respective meetings
held on 19th May, 2025, subject to approval of the
Shareholders, recommended the appointment of
MP & Associates, Company Secretaries in Practice as
Secretarial Auditors of the Company to hold office for
a term of 5 (five) years commencing from the financial
year 2025-2026 till the financial year 2029-2030.

MP & Associates, Company Secretaries in Practice has
confirmed their eligibility and qualification required
under the Companies Act, 2013 for holding the office
as Secretarial Auditors of the Company.

26. COST AUDIT

Kale & Associates, Cost Accountants resigned as Cost
Auditors of your Company for FY 2024-2025 due to
domestic reasons of the proprietor, Mrs. Sampada Kale,
vide resignation letter dated 6th May, 2025. The Board
of Directors places on record its appreciation for the
services provided by Kale & Associates over the years
to your Company as Cost Auditors.

I n compliance with the provisions of Section 148 of
the Companies Act, 2013, the Board of Directors of
your Company at its meeting held on 19th May, 2025
has appointed M/s. Kishor Bhatia and Associates, Cost
Accountants (Firm Registration No. 000294) as Cost
Auditors of your Company for the FY 2024-2025 and
FY 2025-2026. In terms of the provisions of Section
148(3) of the Companies Act, 2013 read with Rule
14(a)(ii) of The Companies (Audit and Auditors) Rules,
2014, the remuneration of the Cost Auditors has to
be ratified by the Members. Accordingly, necessary
resolutions are proposed at the ensuing Annual
General Meeting for ratification of the remuneration
payable to the Cost Auditors for the FY 2024-2025
and FY 2025-2026. The Company has prepared and
maintained the cost records as specified by the
Central Government under Section 148(1) of the
Companies Act, 2013.

27. RISK MANAGEMENT

In accordance with the provisions of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, your Company has Risk
Management Committee in operation to oversee
the Risk Management of your Company in line with
your Company's Risk Framework and a detailed
Policy to cover risk assessments, identification of
various significant risks and mitigation plans to
address the identified risks. Your Company's Risk
Management Policy continues to be displayed on the
website and the same can be accessed by clicking
on the weblink
https://www.savita.com/about/
risk-management-policy.php

28. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

Your Company's internal control systems are in line
with size, scale and complexity of its operations.
The Audit Committee has been vigilant and

supervises the scope and authority of the Internal
Audit function in your Company as a continuing
exercise. Your Company also hires services of
external agency for periodically carrying out internal
audit in areas identified by the Audit Committee
from time to time, as is prescribed under the law.
Such internal audit reports are considered at each
of the Audit Committee Meetings where significant
audit observations are discussed in detail and
action plans narrating corrective actions are then
suggested to be taken thereon by the concerned
departments. The actions taken are reviewed by the
Audit Committee at their subsequent meetings.

29. VIGIL MECHANISM

Your Company has a vigil mechanism policy to
deal with instances of fraud and mismanagement,
if any. The Whistle Blower Policy framed for the
purpose is uploaded on the website and the same
can be accessed by clicking on the weblink
https://
www.savita.com/about/whistle-blower-policy.php

30. DIVIDEND DISTRIBUTION POLICY

In accordance with the provisions of Regulation
43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company has
formulated a Dividend Distribution Policy of your
Company. The Dividend Distribution Policy is uploaded
on the website and the same can be accessed by
clicking on the weblink
https://www.savita.com/
uploads/Dividend-Distribution-Policy.pdf

31. RELATED PARTY TRANSACTIONS

The Audit Committee scrutinises and approves all
related party transactions attracting compliance
under Section 188 and/or Regulation 23 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 before placing them for Board's
approval. Prior omnibus approval of the Audit
Committee is also sought for transactions which are
of a foreseen and repetitive nature.

The Policy on materiality of related party transactions
and dealing with related party transactions
as approved by the Board of Directors of your
Company is uploaded on the website and the same
can be accessed by clicking on the weblink
https://
www.savita.com/about/policy-for-dealing-with-
related-party.php

The disclosures on related party transactions too are
made in the Financial Statements of your Company
from time to time.

32. EXTRACT OF ANNUAL RETURN

The web link for the Annual Return in prescribed Form
MGT-7 is uploaded on the website of your Company
i.e.,
www.savita.com. The same can be accessed by
clicking on the web link https://www.savita.com/
investors/pdfs/Draft-Form-MGT-7-Annual-Return-
for-FY-2024-25.pdf

33. BUSINESS RESPONSIBILITY AND

SUSTAINABILITY REPORT

I n compliance with the relevant provisions of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Business Responsibility and
Sustainability Report describing the initiatives taken
by your Company from an environmental, social and
governance perspective is attached herewith as a
separate Annexure.

34. SEXUAL HARASSMENT GRIEVANCES

During the year under review, there were no
grievances reported under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

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

(b) number of complaints disposed off during the
year - Nil

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

35. MATERNITY BENEFIT ACT, 1961

Your Company has complied with the provisions
of the Maternity Benefit Act, 1961 during the
year under review.

36. INDUSTRIAL RELATIONS

The industrial relations continued to be generally
peaceful and cordial during the year.

37. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information relating to the Conservation of
Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo as required to be disclosed under
the Companies (Accounts) Rules, 2014, is given as an
annexure forming part of this Report.

38. MATERIAL CHANGES

There have been no material changes and
commitments affecting the financial position of
your Company since the close of the financial year
i.e., 31st March, 2025. Further, it is hereby confirmed
that there has been no change in the nature of the
business of your Company.

39. ACKNOWLEDGEMENTS

Your Directors are grateful for the encouragement,
support and co-operation received from all
stakeholders of your Company including members,
customers, suppliers, government authorities, banks
and all other associates and also wish to thank
them for the trust reposed in the Management.
Your Directors are also grateful to all the employees
for their commitment and contribution to the welfare
of your Company.

For and on behalf of the Board

Gautam N. Mehra

Managing Director
(DIN:00296615)

Mumbai

7th August, 2025

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