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Ajanta Soya Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 237.26 Cr. P/BV 1.49 Book Value (Rs.) 19.74
52 Week High/Low (Rs.) 59/24 FV/ML 2/1 P/E(X) 8.74
Bookclosure 27/09/2024 EPS (Rs.) 3.37 Div Yield (%) 0.00
Year End :2025-03 

Your directors are pleased to present the 34th Annual Report on the business and operations of the Company and the
financial accounts for the year ended
31*t March, 2025.

Financia| Highlights (Rs. in Lakhs)

Particulars

Current Year (2025)

Previous Year (2024)

Revenue from operations

1,32,981.12

1,02,215.66

Other Income

868.10

915.36

Profit/(Loss) before exceptional Items and Tax

3,631.73

511.62

Exceptional Items (Net)

0.00

0.00

Profit/(Loss) before Tax

3,631.73

511.62

Tax Expense

917.17

108.73

Profit/(Loss) after Tax

2,714.56

402.89

Other Comprehensive Income (Net of Tax)

99.68

86.97

Total Comprehensive Income for the year

2,814.24

489.86

Transfer to Reserve

Nil

Nil

Reserves and surpluses

13,738.35

11,023.79

Earning per share

3.37

0.50

Company Performance

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.

Statement of Company's Affair

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.

Change in nature of Business of the Company
There has been no change in business of the Company.

Material Changes etc.

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the
Company have occurred between the end of the financial year of the Company 31st March, 2025 and the date of this
Report.

Dividend

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.

Transfer of Amounts to Investor Education and Protection Fund

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).

Share Capital

The paid-up Equity Share Capital as on 31st 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.

Utilization of Issue Proceeds

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

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

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.

Detail of Investment as on 31st March, 2025

Name of Company

(Rs. in Lakhs)*

DG Estates Private Limited (2,94,500 equity shares of Rs. 10/- each).

163.65

Dhruv Globals Limited (3,68,050 equity shares of Rs. 10/- each).

674.07

Ajanta Realtech Private Limited (95,000 equity shares of Rs. 10/- each).

113.85

*Fair Value of Investments as per Ind AS.

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

Disclosure on Deposit under Chapter V

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.

Report on Subsidiaries, Associates and Joint Venture companies

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

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.

Listing

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.

Management Discussion and Analysis Report

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

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.

Credit Rating

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

Total Bank Loan Facilities Rated

Rs. 170 Crore

Long-Term Rating

CRISIL BBB-/Stable (Migrated from 'CRISIL BB /Stable ISSUER NOT COOPERATING')

Short-Term Rating

CRISIL A3 (Migrated from 'CRISIL A4 ISSUER NOT COOPERATING')

Board of Directors

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:

a. Appointment/ Re-appointment of Directors

i. Mr. Sushil Kumar Goyal (DIN: 00125275) who retires by rotation on the AGM held on 27th 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
27th September, 2024, Ms. Sonia Poddar (DIN: 07069540) was appointed as a Non-executive Independent
Director of the Company for a term of five consecutive years with effect from 1st October, 2024 to 30th 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.

b. Cessation

Mrs. Sushila Jain (DIN: 03432157), ceased as Non-executive Independent Director of the Company w.e.f. close of
business hours on 27th 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.

c. Declaration by Independent Directors

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.

Key Managerial Personnel

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

Name

Designation

Mr. Sushil Kumar Goyal

Managing Director

Mr. Abhey Goyal

Whole Time Director

Mr. Arun Tyagi

Whole Time Director

Mr. Jai Gopal Sharma

Chief Financial Officer

Mr. Kapil

Company Secretary

Policy on Directors appointment and Policy on remuneration

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”).

Following are the salient features of the 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://aiantasova.com/investor-
information-2/
.

Particulars of employees and related disclosure

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@aiantasoya.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.

Board Committees

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.

Composition of Audit Committee

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

Sl No.

Name

Category

Designation

1.

Mr. Alok Narayan Pandey

Non-Executive & Independent Director

Chairman

2.

Mr. Rupesh Deorah

Non-Executive & Independent Director

Member

3.

Mr. Abhey Goyal

Executive & Promoter Director

Member

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

Performance Evaluation of the Board, its Committees and Individual 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.

Statutory Auditors and their Report

At the 31st Annual General Meeting of the Company held on 30th September, 2022, the Members approved the
appointment of M/s TAS Associates, Chartered Accountants, (FRN: 010520N) as Statutory Auditors of the Company to
hold office as the statutory Auditors for a period of five (5) years from the conclusion of the 31st Annual General Meeting till
the conclusion of the 36th 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.

Cost Auditors and their Report

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.

Maintenance of cost records

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.
Secretarial Auditors and their Report

Your Board, during the year, appointed M/s. R&D Company Secretaries, to conduct secretarial audit of the Company for
the financial year ended 31st 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.

Annual Secretarial Compliance Report

Pursuant to SEBI Listing Regulations and SEBI circular dated 8th February, 2019, Annual Secretarial Compliance Report
for the financial year ended 31st March, 2025, was obtained from M/s R&D Company Secretaries, Secretarial Auditors,
and submitted to BSE Limited.

Appointment of Secretarial Auditors

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
Directors at its meeting held on 30th 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.
Internal Auditors

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.

Details in respect of frauds reported by Auditors other than those which are reportable to the Central
Government

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.

Insolvency & Bankruptcy Code, 2016

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

Directors' Responsibility Statement

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.

Corporate Social Responsibility (CSR)

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:

Sl No.

Name

Category

Designation

1.

Mr. Alok Narayan Pandey

Non-Executive & Independent Director

Chairman

2.

Mr. Sushil Kumar Goyal

Executive & Promoter Director

Member

3.

Mr. Abhey Goyal

Executive & Promoter Director

Member

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.

Internal Financial Controls System

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.

Risk Management Policy

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.

Vigil Mechanism and Whistle Blower Policy

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.

Statement under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
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.

No. of complaints filed

No. of complaints disposed

No. of complaints

during the year

off during the year

pending

Nil

Nil

Nil

Extract of Annual Return

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://aiantasova.com/annual-reports-2/.
Contracts or arrangements with Related Parties under Section 188(1) of the Companies Act, 2013

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://aiantasoya.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.

Secretarial Standards

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.

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

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

Acknowledgements

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.

By order of the board
For Ajanta Soya Limited

Sd/- Sd/-

Sushil Kumar Goyal Abhey Goyal

Managing Director Whole Time Director

DIN: 00125275 DIN: 02321262

Date: 13th August, 2025 Address: House No. 42-A, Road No.78, Address: House No. 42-A, Road No.78,

Place: New Delhi West Punjabi Bagh, New Delhi-110026 West Punjabi Bagh, New Delhi-110026


 
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