Sayaji Industries Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2025

Your directors have pleasure in presenting the 84th annual report together with audited statements of
accounts of the company for the financial year ended 31st March, 2025.

FINANCIAL RESULTS:

In I

Particulars

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Total income

99,448.67

94,386.18

1,03,627.72

97,802.01

Operating profit before interest,
depreciation and taxation

2,320.71

1,057.03

2,108.85

798.91

Gross profit

506.38

(277.45)

186.22

(696.27)

Profit before exceptional item & tax

(1,383.16)

(1,863.03)

(1,333.01)

(1,889.80)

Exceptional item

-

-

Profit after exceptional item but before tax

(1,383.16)

(1,863.03)

(1,333.01)

(1,889.80)

Tax expenses

(236.64)

(731.14)

(232.77)

(722.97)

Profit after tax

(1,146.52)

(1,131.89)

(1,110.24)

(1,166.83)

Other comprehensive income

(78.54)

(45.38)

(79.14)

(45.77)

Total comprehensive income

(1,225.06)

(1,177.27)

(1,189.38)

(1,212.60)

Earnings per share

(18.14)

(17.91)

(17.74)

(18.56)

YEAR IN RETROSPECT:

During the year under review, the company continued
facing challenges stemming from the worsening
geopolitical situation, use of corn to manufacture
ethanol, rise in the prices of maize and the cost of other
essential inputs. Despite these hurdles, the
management worked diligently to mitigate the impact
by attempting to pass on these increased costs to
customers while striving to secure optimal pricing for
the company''s products. While not all of the increased
costs could be transferred to customers due to
increased domestic and international competition, the
company took proactive measures to remain
competitive in the market. However, despite this the
company experienced loss for the year ended
31st March, 2025. However, this situation has provided
valuable insights for future strategies. The company
successfully expanded its grinding capacity to more
than 850 tons per day, leading to increased grinding
activity. This increased activity is expected to enhance
the operational efficiency and will also positively impact
the top line. The company is also actively looking to
reduce the costs at all levels. During the current financial
year the company has commenced its solar plant of
the capacity of 4.5 MW which is expected to reduce
power cost of the company by reducing the
dependence on purchased energy. All the aforesaid
factors are expected to position the company for
improved performance in the upcoming periods. The

management remains committed to leveraging these
advancements to drive growth and improve
profitability moving forward.

A) RESULTS ON STANDALONE BASIS :

During the year under review, there has been a slight
reduction in maize grinding as compared to previous
year due to various. Despite this, The total income of
the company is '' 99,448.67 lakhs as against '' 94,386.18
lakhs in the previous year which indicates an increase
of 5.36% for the reasons indicated earlier. This is mainly
due to increase in the other income of the company
and a marginal rise in the price of finished products of
the company to compensate increased cost of raw
materials. The price of maize during the year under
review remained high as compared to the previous
year. Cost of some other inputs has also increased. As
indicated the company could pass on only some
portion of such increased cost to its customers. As a
result of this the bottom-line of the company suffered
as compared to previous year. Your directors inform
that your company has continued to utilize its working
capital effectively as a result of which there has been
less utilization of working capital limits sanctioned by
the bank despite of increase in the turnover of the
company. The liquidity position is adequate to service
all interest and debt repayments.

The EBITDA of the company during the year under
review improved to '' 2320.71 lakhs as against

'' 1057.03 lakhs in the previous year. The gross profit of
the company increased to '' 506.38 lakhs as against
'' (277.45) lakhs in the previous year. The profit before
tax of the company stood at '' (1383.16) lakhs as against
'' (1863.03) lakhs in the previous year and profit after
tax declined to '' (1,146.52) lakhs as against '' (1131.89)
lakhs in the previous year.

Keeping in view, the financial performance of the
company as mentioned above and also considering
the requirements of funds for the proposed expansion
and modernization plans of the company in the times
to come, your directors do not recommend any
dividend for the financial year 2024-25.

B) RESULTS ON CONSOLIDATED BASIS :

There has been an improvement in the turnover of
Alland & Sayaji LLP, the joint venture of your company
and also that of Sayaji Seeds LLP, the subsidiary of your
company. During the year under review, on a
consolidated basis, the total income of your company
increased to ''1,03,627.72 lakhs as against '' 97,802.01
lakhs in the previous year. The Gross Profit of the
Company stood at '' 186.22 lakhs as against. ''(696.27)
lakhs in the previous year. During the year under
review, the profit before tax of the company stood at
'' (1,333.01) lakhs as against '' (1,889.80) lakhs in the
previous year. The net profit after tax during the year
under review was '' (1 ,1 1 0.24) lakhs as against
'' (1,166.83) Lakhs in the previous year.

PROPOSAL FOR ISSUANCE OF BONUS SHARES AND
CONSEQUENTIAL ALTERATION IN AUTHORISED
SHARE CAPITAL

The Board of Directors of your Company, at its meeting
held on 14th August, 2025, has recommended the
issuance of Bonus Shares in the ratio of 3 (Three) fully
paid-up equity shares of '' 5/- (Rupees Five only) each
for every 1 (One) fully paid-up equity share held by the
Members of the Company, by capitalizing security
premium & free reserves.

In order to accommodate the proposed bonus issue
and future requirements, the Board has also proposed
to increase the Authorised Share Capital of the
Company from '' 5,00,00,000/- (Rupees Five Crore only)
to '' 15,00,00,000/- (Rupees Fifteen Crore only) by
creation of additional equity shares of '' 5/- each,
ranking pari-passu in all respects with the existing
equity shares of the Company.

The aforesaid proposals are subject to the approval of
the Members at the ensuing Annual General Meeting.
Upon approval, necessary filings will be made with the
Registrar of Companies and the bonus shares will be
issued and allotted to the eligible Members whose
names appear in the Register of Members/Beneficial

Owners as on the record date to be fixed for this
purpose.

FUTURE OUTLOOK :

This year, India is expecting to receive more than
normal rain. There are also talks for allowing import
of non-gmo maize for cattle feed and also for
producing ethanol. All the factors as mentioned above
may bring down price of maize which may positively
impact the raw material price of the company. The
company is witnessing increase in its exports. There
has been gradual improvement in the demand for its
products and the concentration of the company is
more on value added products. There has also been
gradual increase in the grinding capacity of the
company and there has been efforts to further
improve the quality and yield of products with
debottlenecking and modernization of equipment.
During the current financial year, the company has
commenced generating more green energy after
commencement of solar plant of the capacity of 4.5
MW. which in turn is expected to reduce the power
costs. The company is also looking to sell its spare
land at Kathwada which is not being utilized for its
business purposes to improve its liquidity. All the
efforts as aforesaid are expected to to enhance both
the top and bottom lines of the company in the
years to come.

Your directors are also hopeful of further improved
economic activities in India which may lead to
improved demand for the products of the company
from sectors like FMCG, pharmaceuticals, textile, food,
paper, paints etc. which may positively impact the
margins of the company in the current financial year.

TRANSFER TO RESERVES

During the year under review, no amount has been
transferred to general reserve.

COMMITTEES OF BOARD

The board of directors has constituted the following
committees and the details pertaining to such
committees are included in the corporate governance
report, which forms part of this annual report.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

NUMBER OF MEETINGS OF THE BOARD AND ITS
COMMITTEES

There were 6 (six) meetings of the board held during
the year. The details of the meetings of the board and
the committees thereof, convened during the financial

year 2024-25 are given in the corporate governance
report which forms part of this annual report. During
the year, all recommendations made by the
committees were approved by board.

EXPLANATION TO REMARKS IN THE STATUTORY
AUDITORS'' REPORT AND SECRETERIAL AUDIT
REPORT:

A) The statutory audit report for the year 2024-25 does
not contain any qualification, reservation or adverse
remark or disclaimer made by statutory auditors;
and

B) The secretarial audit report for the year 2024-25
does not contain any qualification, reservation or
adverse remark or disclaimer made by the
secretarial auditor appointed by the company.

MAINTENANCE OF COST RECORDS

As specified by the central government under sub¬
section (1) of section 148 of the Companies Act, 2013,
the company has maintained cost accounts and
records.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(9) the
board of directors of the company has framed the
"Whistle Blower Policy" as part of the vigil mechanism
for directors and employees of the company. The
whistle blower policy is disclosed on the website of the
company at https://www.sayajigroup.in/investor-
relations/

PREVENTION OF INSIDER TRADING

The insider trading policy of the company lays down
guidelines and procedures to be followed and
disclosures to be made while dealing with the shares
of the company. The policy has been formulated to
regulate, monitor and ensure reporting of deals by
designated person/employees and maintain the
highest ethical st andard s of dealing in company''s
securities.

SIGNIFICANT & MATERIAL COURT ORDERS

No significant and material orders have been passed
by any regulator or court or tribunal which can have
an impact of the going concern status and the
company''s operations in future.

TRANSFER TO IEPF OF EQUITY SHARES AND
UNCLAIMED DIVIDEND

In terms of the provisions of Section 125 of the
Companies Act, 2013 read with the Companies
(Declaration and Payment of Dividend) Rules, 2014,
all unclaimed / unpaid dividend up to FY 2016-17
amounting to '' 7,27,200 /- and all unclaimed /
unpaid deposit up to FY 2016-17 amounting to

'' 84,989/- has been transferred to the Investor
Education and Protection Fund. In compliance with
the applicable rules and after complying with the
requisite formalities, company will be transferring
requisite applicable equity shares to the designated
demat account of IEPF authority. The details of the
shareholders whose shares are liable to be
transferred to IEPF can be accessed at company''s
website viz. www.sayajigroup.in

CREDIT RATINGS

Details pertaining to credit rating is included in the
corporate governance report, which forms part of this
annual report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The company pursuant to the Section 4 of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 has constituted
an internal complaints committee. During the year, no
complaint was lodged with the internal complaint
committee.

MD & CFO CERTIFICATION

Certificate from managing director and chief financial
officer of the company, pursuant to the Regulation 17
of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, for the financial year
2024-25 under review was placed before the board of
directors of the company at its meeting held on 28th
May, 2025.

SECRETARIAL STANDARD

The company complies with all applicable secretarial
standards issued by The Institute of Company
Secretaries of India and approved by the Central
Government under Section 118(10) of the Companies
Act, 2013 for the financial year ended 31st March, 2025.

AWARDS AND RECOGNITION :

The company has received in past no. of awards for its
products, use of boiler and certifications in recognition
of the company''s systems. The most recent
certifications received by the company are ISO
45001:2018 certification in recognition of company''s
health and safety management system, ISO 9001:2015
in recognition of company''s quality management
system and ISO 14001:2015 in recognition of company''s
environmental management system.

TECHNICAL ASSISTANCE AGREEMENTS:

The company has continued to avail the benefits of
technical expertise from M/s Tate & Lyle, Belgium and
SIGMA Mudhendislik Makine Sanayi Ve Ticaret Auaturk

Mahallesi, Girne Cad, Turkey. This has enabled it to
further improve the technical parameters of the
production processes and also improve the quality of
its products.

EXPORTS:

Your directors report that the export turnover of the
company during the year under review increased to
'' 14373 lakhs as against '' 12973 lakhs in the previous
year. With gradual expansion of grinding capacities of
the company and modernization programs being
implemented, your directors hope that there would
be further increase in the export turnover of the
company in the years to come. The company intends
to continue with its long-term export-oriented
marketing policy by penetrating more in its existing
international market and exploring new avenues for
its high value products.

MARKETING:

Your company has been able to maintain and increase
its market share for all its products and get better prices
for its products due to extensive and effective efforts
of the company''s sole selling agents, M/s L G & Doctor
Associates Private Limited. It is heartening to note that
due to efforts on the part of the sole selling agents,
despite of increase in the revenue from operations of
the company, total receivables at the end of the year
remained in control and average credit period has
reduced during the year under review.

The directors place on record their appreciation for the
persistent untiring efforts of the sole selling agents to
find new markets, pursue with the customers for
additional orders and to ensure timely collection of
dues. The directors also remain assured that with
expansion of its capacities and modernization of its
facilities the company would be able gain its market
share due to efforts on the part of its sole selling agents.

PUBLIC DEPOSITS:

Deposits totaling '' 12,05,0000 which were due for
repayment on or before 31st March 2025, were not
claimed by the depositors on that date. As of the date
of this report, the company has repaid '' 11,00,000 lakhs,
and '' 1,05,000 lakhs remain unclaimed by the
depositors.

Your company has accepted the deposits aggregating
to '' 659.5 (including renewed of deposits '' 444.50 lakhs)
during the year under review after complying with the
provisions of the Companies Act, 2013 and Companies
(Acceptance of Deposits) Rules, 2014. There has been
no default in repayment of deposits or payment of
interest thereon during the year under review and
there are no deposits which are not in compliance with

the requirements of Chapter V of the Companies Act,
2013.

Your directors appreciate the support which the
company has received from the public and
shareholders to its fixed deposit scheme.

INSURANCE:

All the properties and insurable interests of the
company including buildings, plant and machinery,
stocks, loss of profit and standing charges etc. are
adequately insured.

GREEN INITIATIVE:

During the year under review, the company continued
utilization of biogas captured while treating the
effluents which are generated from the manufacturing
processes of the company. This has resulted into
generation of power at a reduced power cost. The
company has also commenced generation of more
green energy after starting its solar power plant of the
capacity of 4.5 MW during the current financial year.
This would enable the company to general more green
power and further substantially reduce its power cost
apart form further reduction of emission of the green
house gases into environment and supporting green
environment.

MATERIAL CHANGES :

There are no other material changes and commitments
affecting the financial position of the company which
has occurred between the end of the financial year
under review of the company to which the financial
statements relate and the date of this report except as
mentioned in this report.

DIRECTORS:

Mr. Vishal P Mehta retires by rotation at the forthcoming
annual general meeting and being eligible, offers
himself for re-appointment.

The board of directors of the company at their meeting
held on 30th March, 2024, appointed Mr. Bharat
Pranjivandas Mandalia (DIN-00196069) aged 62 years
and Mr. Mrunal Upendra Gandhi (DIN-01915292) aged
53 years as additional directors from 1st April, 2024,
under Section 161(1) of the Companies Act, 2013 and
Article 89 of the Articles of Association off the company.
They were also appointed as independent non¬
executive directors of the company under Section 149
of the Companies Act, 2013 for a consecutive period to
hold the office from 1st April, 2024 to 31st March, 2029.
Appointments of Bharat Pranjivandas Mandalia (DIN-
00196069) and Mr. Mrunal Upendra Gandhi (DIN-
01915292) as independent non-executive directors
were approved by the shareholders of the company

by way of postal ballot on 29th June, 2024. The board
considers that their association with the company
would be of immense benefit to the company.

The approval of members of the company is proposed
to be obtained by way of special resolutions at the
ensuing annual general meeting for re-appointment of
Mr. Vishal P. Mehta as the executive director and joint
CEO for the period from 1st April, 2026 to 31st March,
2031 and also for the re-appointment of Mr. Amit N.
Shah as the whole time director (technical) for the
period from 1st April, 2026 to 31st March, 2029 on the
same terms and conditions. The approval of members
is also proposed to be obtained by way of special
resolution at the ensuing annual general meeting of the
company for payment of same remuneration to Mr.
Priyam B. Mehta as the chairman and managing
director of the company for the remaining tenure of his
appointment from 1st April, 2026 to 31st March, 2028.

Consent of the members of the company was obtained
by way of special resolution through postal ballot on
29th June, 2024 for reappointment of Mr. Jaysheel
Paranjay Hazarat (DIN 08234136) as Non-Executive
Independent Director for the period of five years from
3rd November, 2023 to 2nd November, 2028.

Mr. Priyam B. Mehta is the chairman and managing
director of the company and has more than four
decades of experience in corn wet milling industry. He
is assisted by Mr. Varun P. Mehta who is the CEO &
executive director of the company since January, 2010
and Mr. Vishal P. Mehta who is also the Joint CEO &
executive director of the company since July, 2011. Mr.
Amit N. Shah who has been associated with the
company for almost four decades is the whole time
director (technical) to ensure smooth plant operations.
The appointment of the said whole time directors and
their remuneration are recommended by the
nomination and remuneration committee keeping in
mind their contribution to the growth of the company,
the financial position of the company, prevailing
industry norms and the provisions of the Companies
Act, 2013 and are approved by the board of directors
and members of the company from time to time.

The independent directors of the company are highly
qualified and stalwarts in their respective filed with
wide and varied experience. They actively participate
in the discussions at the board meeting and their
suggestions have helped the company to grow at a
rapid pace. The independent directors are paid sitting
fees for attending the board and committee meetings.
The nomination and remuneration committee has in
place their criteria for determination of qualifications,
positive attributes and independence of the directors,

which they have considered for the appointment of
the new independent directors and reappointment of
independent director for the second term of
consecutive five years.

Pursuant to the provisions of Companies Act, 2013 and
SEBI (LODR) Regulations, 2015, the board has carried
out an evaluation of its own performance, the
performance of directors individually as well as the
evaluation of working of its audit committee,
nomination and remuneration committee,
stakeholders relationship committee and corporate
social responsibility committee. The manner in which
the evaluation has been carried out has been explained
in the corporate governance report.

The manner in which the remuneration is paid to the
directors, executive directors and senior level executives
of the company has also been explained in the
corporate governance report.

During the year under review, total six board meetings,
four audit committee meetings, one nomination and
remuneration committee meetings, three stakeholder
relationship committee meetings, four corporate social
responsibility committee meetings and one meeting of
independent directors were convened and held, the
details of which are given in the corporate governance
report. The intervening gap between the meetings was
within the period prescribed under the Companies Act,
2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the
Companies Act, 201 3 your directors would like to
state that:

I. in the preparation of the annual accounts, the
applicable accounting standards have been
followed;

II. the directors have 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 as
on 31 st March, 2025 and of the profit and loss
of the company for that period;

III. the directors have 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;

IV. the directors have prepared the annual
accounts on a "going concern" basis;

V. the directors 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

VI. 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.

EXTRACT OF ANNUAL RETURN AND OTHER
DISCLOSURES UNDER COMPANIES (APPOINTMENT
AND REMUNERATION) RULES, 2014

In terms of Section 92(3) of the Companies Act, 2013
and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the annual return of the
company is available on the website of the company
at the link : https://www.sayajigroup.in/investor-
relations/

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

The details of loans, guarantees or investments under
Section 186 of the Companies Act, 2013 at the
beginning of the year, given/ made during the year
and at the end of the financial year under review is as
given below:

Particulars of Loans/Guarantees/
Investments

As at 01/04/2024

Given/Made/
other adjustments
during the
financial year

As at 31/03/2025

Investment in Sayaji Seeds LLP

'' 6,40,00,000/-

Nil

'' 6,40,00,000/-

Investment in Alland & Sayaji LLP

'' 3,50,00,000/-

Nil

'' 3,50,00,000/-

Corporate guarantee given to Kotak Mahindra
Bank for financial assistance to Alland & Sayaji LLP

Nil

Nil

Nil

Corporate guarantee given to Kotak Mahindra
Bank for financial assistance to Sayaji Seeds LLP

'' 17,00,00,000/-

Nil

'' 17,00,00,000/-

Investment in Sayaji Industries FZC

'' 33,59,714/-

Nil

'' 33,59,714/-

Unsecured Loan given to Sayaji Industries FZC

'' 22,70,000/-

'' 51,840/-

'' 23,21,840 /-

Investment in Sayaji Ingritech Limited

Nil

'' 1,00,000/-

'' 1,00,000/-

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All related party transactions that were entered into
during the financial year were at arm''s length basis
and were in the ordinary course of business. The
company had not entered into any transactions with
related parties which could be considered material in
terms of Section 188 of the Companies Act, 2013.
Accordingly, the disclosure of related party transactions
as required under Section 134(3)(h) of the Companies
Act, 2013 in Form AOC-2 is not applicable.

SUBSIDIARY COMPANIES

The company has invested AED 1,49,800 in Sayaji
Industries (FZC), subsidiary of the company on 18th July,
2023, for business expansion purposes. During the year
under review, the company has incorporated a wholly
owned subsidiary in the name of Sayaji Ingritech
Limited and has invested a sum of '' 1,00,000 by way of
10,000 equity shares of '' 10/- each.

Pursuant to Section 129(3) of the Companies Act, 2013,
details required for Sayaji Industries FZC, Sayaji Seeds
LLP, and Sayaji Ingritech Limited subsidiaries of the

company, is given in Form AOC 1, which contains the
salient features of the financial statements and is
attached to the annual report.

CODE OF CONDUCT

The board of directors has approved a code of conduct
which is applicable to the members of the board and
all executives one level below the board. The company
believes in zero tolerance against bribery, corruption
and unethical dealings/ behavior of any form and the
board has laid down the directives to counter such acts.
The code of conduct has been posted on company''s
web site www.sayajigroup.in.

The code lays down the standard procedure of business
conduct which is expected to be followed by the
directors and executives one level below the board in
their business dealings and in particular on matters
relating to integrity in the work place, in business
practice and in dealing with stakeholders.

All the board members and executives one level below
the board have confirmed compliance with the code.

STATEMENT ON DEVELOPMENT AND
IMPLEMENATION OF RISK MANAGEMENT POLICY

The statement on development and implementation
of risk management policy is given under the
management discussion and analysis report which is
attached with this annual report.

INTERNAL FINANCE CONTROL

Details in respect of adequacy of internal finance control
with reference to the financial statements are stated in
management discussion and analysis report which
forms the part of this report.

CORPORATE SOCIAL RESPONSIBITY (CSR) POLICY
AND CSR INITIATIVES

The company has developed CSR policy with the
objective to lay down guiding principles for proper
functioning of CSR activities to attain sustainable
development of nearby society. CSR policy is also
available on the web-site of the company.

The company is contributing in the areas like
promotion of education, public welfare and animal
welfare.

The CSR policy developed by the company mentions
the areas of its operation, the CSR activities, the
allocation of funds and arrangements for carrying out
such activities. The members of CSR committee include
Mr. Varun P. Mehta as chairman Mr. Chiranjiv Patel and
Mrs. Sujata P. Mehta as members.

The company has spent a sum of '' 32.32 Lakhs on CSR
activities during the year under review. After
considering the amount of '' 2.07 Lakhs available for
set off at the beginning of the year, the company was
required to spend '' 6.17 Lakhs on CSR Activities
pursuant to the provisions of Section 135 of the
Companies Act, 2013 against which the company has
spent a sum of '' 32.32 Lakhs and a sum of '' 22.01
Lakhs is available for set off in subsequent financial
years. The CSR activities were overseen by the CSR
Committee and also by the Board of Directors on a
regular basis. The report on CSR activities is annexed
hereto as Annexure - 2 and forms the part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report as
required under Regulation 34(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 has been attached and forms part of this directors''
report.

CORPORATE GOVERNANCE

Your company has complied with the requirements of
corporate governance as prescribed under Schedule V
of the SEBI (LODR) Regulations, 2015. A separate report
on corporate governance forms the part of the annual
report. A certificate from the Practicing Company

Secretary Amrish Gandhi & Associates regarding
compliance of conditions of corporate governance also
forms the part of this report.

AUDITORS

M/s Shah and Shah Associates, Chartered Accountants,
Ahmedabad (ICAI Registration No. 113742W) continue
to act as the statutory auditors of the company till the
conclusion of 86th annual general meeting of the
company to be held in the year 2027.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies
Act, 201 3 and Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
Amrish Gandhi & Associates practicing company
secretary was appointed to undertake secretarial audit
of the company. The secretarial audit report is annexed
herewith as Annexure - 3 and forms the part of this
report. Amrish Gandhi and Associates, practicing
company secretary is also proposed to be appointed
as the secretarial auditor of the company for the
financial year 2025 till financial year 2029 subject to
approval of the members of the company at ensuing
annual general meeting.

COST AUDITORS

The Company has received a letter dated 5th May, 2025
from the cost auditors M/s Dalwadi & Associates, Cost
Accountants to the effect that their re-appointment, if
made, would be within the prescribed limits under
Section 141(3) (g) of the Companies Act, 2013 and that
they are not disqualified for re-appointment. The board
of directors of the company at its meeting held on 28th
May, 2025, appointed M/s Dalwadi & Associates Cost
Accountants as the cost auditors of the company to
conduct the audit of cost records maintained by the
company as required by the Companies (Cost Records
and Audit) Rules, 2014 as amended from time to time.

The members are requested to ratify the remuneration
to be paid to the cost auditors of the company.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS &
OUTGO

The information on conservation of energy, technology
absorption, foreign exchange earnings and outgo as
required under Rule 8(3) of the Companies (Accounts)
Rules, 2014 is appended hereto as Annexure - 4 and
forms part of this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read
with Rule 5 of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the company will be provided

upon request. In terms of Section 136 of the Act, the
reports and accounts are being sent to the members
and others entitled thereto excluding the information
on employees particulars which is available for
inspection by members at the registered office of the
company during the business hours on working days
of the company upto the date of ensuing 84th annual
general meeting of the company. If any member is
interested in inspecting the same, the member may
write to the company secretary in advance.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company has complied with the applicable
Secretarial Standards (as amended from time to time)
on meetings of the Board of Directors issued by The
Institute of Company Secretaries of India and approved
by Central Government under section 118(10) of the
Companies Act, 2013.

PROCEEDINGS PENDING UNDER THE INSOLVENCY
AND BANKCRUPTCY CODE,2016

No application has been made or any proceeding is
pending under the IBC, 2016.

DIFFERENCE IN VALUATION

The company has never made any one-time settlement

against the loans obtained from Banks and Financial
Institution and hence this clause is not applicable.

APPRECIATION

Your directors express their deep sense of appreciation
for the valuable and devoted services rendered by the
chairman and managing director and the executive
directors in the management and conduct of the affairs
of the company. The directors also express their
appreciation for the devoted services of the sole selling
agents. Your directors also thank Kotak Mahindra Bank,
bankers to the company for extending financial
assistance by way of working capital facilities and term
loans at competitive rates. Your directors also wish to
place on record their deep sense of appreciation for
the devoted services of the company''s executives, staff,
workers and all associated, directly and indirectly with
the affairs of the company.

Place : Ahmedabad By order of the Board

Date: 14th August, 2025 of Directors

Vishnu H. Thaker
Company Secretary & Compliance Officer

(ACS-60441)


Mar 31, 2024

Your directors have pleasure in presenting the 83rd annual report together with audited statements of accounts of the company for the financial year ended 31st March, 2024.

FINANCIAL RESULTS:

('' In Lakhs)

Particulars

Standalone

Consolidated

2023-24

2022-23

2023-24

2022-23

Total income

94,386.18

101956.21

97,802.01

104988.11

Operating profit before interest, depreciation and taxation

(1057.03)

3351.36

798.91

3100.66

Gross profit

(277.45)

2317.79

(696.27)

1901.76

Profit before exceptional item & tax

(1863.03)

912.85

(1,889.80)

844.05

Exceptional item

-

-

-

-

Profit after exceptional item but before tax

(1863.03)

912.85

(1,889.80)

844.05

Tax expenses

(731.14)

191.20

(722.97)

149.60

Profit after tax

(1,131.89)

721.65

(1,166.83)

694.45

Other comprehensive income

(45.38)

(134.63)

(45.77)

(137.29)

Total comprehensive income

(1,177.27)

587.02

(1,212.60)

557.16

Earnings per share

(17.91)

11.42

(18.56)

11.42

YEAR IN RETROSPECT:

During the year under review, the company faced challenges stemming from the worsening geopolitical situation, added use of corn to manufacture ethanol which contributed to rising prices of maize and also rise in the cost of other essential inputs. Despite these hurdles, the management worked diligently to mitigate the impact by attempting to pass on these increased costs to customers while striving to secure optimal pricing for the company''s products.

While not all of the increased costs could be transferred to customers, the company took proactive measures to remain competitive in the market. However despite of this the company experienced a loss for the year ended 31st March, 2024. However, this situation has provided valuable insights for future strategies. The company successfully expanded its grinding capacity to more than 850 tons per day, leading to increased grinding activity. This expansion will enhance the operational efficiency and will also positively impact the top line, positioning the company for improved performance in the upcoming periods. The management remains committed to leveraging these advancements to drive growth and improve profitability moving forward.

A) RESULTS ON STANDALONE BASIS :

Your directors are pleased to report that during the year under review, your company could achieve maize grind of 2.91 lakh tons as against 2.87 lakh tons in the previous year due to increased capacity utilization and gradual

expansion in capacities of the company. The total income of the company is '' 94,386.18 Lakhs as against '' 1,01,956.21 Lakhs in the previous year which indicates a reduction of 7.42% for the reasons indicated earlier. The price of maize during the year under review remained high as compared to the previous year. Cost of some other inputs has also increased. The company could pass on only some portion of such increased cost to its customers. As a result of this the bottom-line of the company suffered as compared to previous year. Your directors inform that company has continued to utilize its working capital very effectively as a result of which there has been less utilization of working capital limits sanctioned by the bank. The liquidity position is adequate to service all interest and debt repayments.

The EBITDA of the company during the year under review reduced to ''(1057.03) Lakhs as against '' 3351.36 Lakhs in the previous year. The gross profit of the company decreased to ''(277.45) Lakhs as against '' 2317.69 Lakhs in the previous year. The profit before tax of the company stood at '' (1863.03) Lakhs as against '' 912.85 Lakhs in the previous year and profit after tax declined to '' (1,131.89) Lakhs as against '' 721.65 Lakhs in the previous year.

B) RESULTS ON CONSOLIDATED BASIS :

There has been an improvement in the turnover and profitability of Alland & Sayaji LLP, the joint venture of your company and also that of Sayaji Seeds LLP, the subsidiary ofyour company. On a consolidated basis, the total income of your company is '' 97,802.01 Lakhs as

against '' 1,04,988.11 Lakhs in the previous year. The Gross Profit of the Company is '' (696.27) Lakhs as against. '' 1901.76 Lakhs in the previous year. During the year under review, the profit before tax of the company stood at '' (1,889.80) Lakhs as against '' 844.05 Lakhs in the previous year. The net profit after tax during the year under review was '' (1,166.83) Lakhs as against '' 694.45 Lakhs in the previous year.

DIVIDEND:

Keeping in view, the financial performance of the company as mentioned above and also considering the requirements of funds for the proposed expansion and modernization plans of the company in the times to come, your directors do not recommend any dividend for the financial year 2023-24.

FUTURE OUTLOOK :

In the past year, your company has experienced an increase in demand across all product lines. To capitalize on this growth, the company has embarked on an initiative to gradually enhance its grinding capacity and modernize equipment, aiming to boost the quality and yield of finished products. While maize prices and price of other inputs has remained high, the company has been able to pass only certain portion of these increased costs to clients to help safeguard its margins. Looking ahead, the directors are optimistic that an expected normal monsoon could lead to a reduction in price of maize and other input costs. The company is also hopeful of selling its land at Kalol and some portion of its land at Kathwada, not being utilized for business purposes to improve liquidity. This, combined with the increased grinding activities from the ongoing expansion and modernization efforts, is anticipated to enhance both the top and bottom lines of the company in the years to come.

Your directors are also hopeful of further improved economic activities in India which may lead to improved demand for the products of the company from sectors like FMCG, pharmaceuticals, textile, food, paper, paints etc. which may positively impact the margins of the company in the current financial year.

TRANSFER TO RESERVES

During the year under review, no amount has been transferred to general reserve.

COMMITTEES OF BOARD

The board of directors has constituted the following committees and the details pertaining to such committees are included in the corporate governance report, which forms part of this annual report.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES

There were 8 (eight) meetings of the board held during the year. The details of the meetings of the board and the committees thereof, convened during the financial year 2023-24 are given in the corporate governance report which forms part of this annual report. During the year, all recommendations made by the committees were approved by board.

EXPLANATION TO REMARKS IN THE STATUTORY AUDITORS'' REPORT AND SECRETERIAL AUDIT REPORT:

(a) The statutory audit report for the year 2023-24 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditors; and

(b) The secretarial audit report for the year 2023-24 does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor appointed by the company.

MAINTENANCE OF COST RECORDS

As specified by the central government under subsection (1) of section 148 of the Companies Act, 2013, the company has maintained cost accounts and records.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with the provisions of Section 177(9) the board of directors of the company has framed the "Whistle Blower Policy" as the vigil mechanism for directors and employees of the company. The whistle blower policy is disclosed on the website of the company at https://www.sayajigroup.in/investor-relations/.

PREVENTION OF INSIDER TRADING

The insider trading policy of the company lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the company. The policy has been formulated to regulate, monitor and ensure reporting of deals by designated person/employees and maintain the highest ethical standards of dealing in company''s securities.

SIGNIFICANT & MATERIAL COURT ORDERS

No significant and material orders have been passed by any regulator or court or tribunal which can have an impact of the going concern status and the company''s operations in future.

TRANSFER TO IEPF OF EQUITY SHARES AND UNCLAIMED DIVIDEND

In terms of the provisions of Section 125 of the Companies Act, 2013 read with the Companies

(Declaration and Payment of Dividend) Rules, 2014, all unclaimed / unpaid dividend up to FY 2015-16 amounting to '' 6,05,125/- and all unclaimed / unpaid deposit up to FY 2015-16 amounting to '' 60,595/-has been transferred to the Investor Education and Protection Fund. In compliance with the applicable rules and after complying with the requisite formalities, company will be transferring requisite applicable equity shares to the designated demat account of IEPF authority. The details of the shareholders whose shares are liable to be transferred to IEPF can be accessed at company''s website viz. www.sayajigroup.in.

CREDIT RATINGS

Details pertaining to credit rating is included in the corporate governance report, which forms part of this annual report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company pursuant to the Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has constituted an internal complaints committee. During the year, no complaint was lodged with the internal complaint committee.

MD & CFO CERTIFICATION

Certificate from managing director and chief financial officer of the company, pursuant to the Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year 2023-24 under review was placed before the board of directors of the company at its meeting held on 28th May, 2024.

SECRETARIAL STANDARD

The company complies with all applicable secretarial standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the financial year ended 31st March, 2024.

AWARDS AND RECOGNITION :

The company has received in past no. of awards for its products, use of boiler and certifications in recognition of the company''s systems. The most recent certifications received by the company are ISO45001:2018 certification in recognition of company''s health and safety management system, ISO 9001:201 5 in recognition of company''s quality management system and ISO 14001:2015 in recognition of company''s environmental management system.

TECHNICAL ASSISTANCE AGREEMENTS:

The company has continued to avail the benefits of

technical expertise from M/s Tate & Lyle, Belgium and SIGMA Mudhendislik Makine Sanayi Ve Ticaret Auaturk Mahallesi, Girne Cad, Turkey. This has enabled it to further improve the technical parameters of the production processes and also improve the quality of its products.

EXPORTS:

Your directors report that the export turnover of the company during the year under review is '' 12972.80 Lakhs as against '' 13458 Lakhs in the previous year. With expansion of grinding capacities of the company and modernization programs being implemented, your directors hope that there would be increase in the export turnover of the company in the years to come. The company intends to continue with its long-termexport-oriented marketing policy by penetrating more in its existing international market and exploring new avenues for its high value products.

MARKETING:

Your company has been able to maintain and increase its market share for all its products and get better prices for its products due to extensive and effective efforts of the company''s sole selling agents, M/s L G & Doctor Associates Private Limited. It is heartening to note that due to efforts on the part of the sole selling agents, despite of substantial increase in the revenue from operations of the company, total receivables at the end of the year remained in control and average credit period has reduced during the year under review.

The directors place on record their appreciation for the persistent untiring efforts of the sole selling agents to find new markets, pursue with the customers for additional orders and to ensure timely collection of dues. The directors also remain assured that with expansion of its capacities and modernization of its facilities the company would be able gain its market share due to efforts on the part of its sole selling agents.

PUBLIC DEPOSITS:

Deposits totaling '' 5.84 Lakhs, which were due for repayment on or before 31st March 2024, were not claimed by the depositors on that date. As of the date of this report, the company has repaid '' 4.65 Lakhs, and '' 1.19 Lakhs remain unclaimed by the depositors.

Your company has accepted the deposits aggregating to '' 944.50 Lakhs (including renewed of deposits '' 420.50 Lakhs) during the year under review after complying with the provisions of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014. There has been no default in repayment of deposits or payment of interest thereon during the year under review and there are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

Your directors appreciate the support which the company has received from the public and shareholders to its fixed deposit scheme.

INSURANCE:

All the properties and insurable interests of the company including buildings, plant and machinery, stocks, loss of profit and standing charges etc. are adequately insured.

GREEN INITIATIVE:

During the year under review, the company continued utilization of biogas captured while treating the effluents which are generated from the manufacturing processes of the company. This has resulted into generation of more power at a reduced power cost. Utilization of biogas for generation of electricity reduces emission of the green house gases into environment and thus supports green environment.

MATERIAL CHANGES :

There are no other material changes and commitments affecting the financial position of the company which has occurred between the end of the financial year under review of the company to which the financial statements relate and the date of this report.

DIRECTORS:

Mrs. Sujata P. Mehta retires by rotation at the forthcoming annual general meeting and being eligible, offers herself for re-appointment.

Pursuant to Section 149(11) of the Companies Act, 2013, Mr. Chirag Mahendrabhai Shah (DIN-00021298), Mr. Janak Dinkarrai Desai (DIN- 02565216) and Mr. Gaurang Kantilal Dalal (DIN-00040924), have ceased to be Independent Directors of the Company upon completion of 2 consecutive terms of 5 years each at the close of business hours on 31st March, 2024.

The board of directors of the company at their meeting held on 30th March, 2024, appointed Mr. Bharat Pranjivandas Mandalia (DIN-00196069) aged 62 years and Mr. Mrunal Upendra Gandhi (DIN-01915292) aged 53 years as additional directors from 1st April, 2024, under Section 161(1) of the Companies Act, 2013 and Article 89 of the Articles of Association of the company. They were also appointed as independent nonexecutive directors of the company under Section 149 of the Companies Act, 2013 for a consecutive period to hold the office from 1st April, 2024 to 31st March, 2029. Appointments of Bharat Pranjivandas Mandalia (DIN-00196069) and Mr. Mrunal Upendra Gandhi (DIN-01915292) as independent non-executive directors were approved by the shareholders of the company by way of postal ballot on 29st June, 2024. The board considers that their association with the company would be of immense benefit to the company.

Consent of the members of the company has been obtained by way of special resolutions through postal ballot on 26th June, 2023 for reappointment of Mr. Priyam B. Mehta as the chairman and managing director of the company for the period of five years from 1st April, 2023 to 31st March, 2028 and to his remuneration for the period of three years from 1st April, 2023 to 31st March, 2026, reappointment of Mr. Amit N. Shah as the whole time director (technical) for the period of three years from 1st April, 2023 to 31st March, 2026, and to approve his remuneration and for increase in the remuneration to be paid to Mr. Varun P. Mehta, executive director from 1st June, 2023 to 31st March, 2024 and Mr. Vishal P. Mehta, executive director from 1st June, 2023 to 31st March, 2024.

Consent of the members of the company has been obtained by way of special resolution through postal ballot on 09th December, 2023 for reappointment of Mr. Jaysheel Paranjay Hazarat (DIN 08234136) as NonExecutive Independent Director for the period of five years from 3rd November, 2023 to 2nd November, 2028.

Mr. Priyam B. Mehta is the chairman and managing director of the company and has more than four decades of experience in corn wet milling industry. He is assisted by Mr. Varun P. Mehta who is the CEO & executive director of the company since January, 2010 and Mr. Vishal P. Mehta who is also the Joint CEO & executive director of the company since July, 2011. Mr. Amit N. Shah who has been associated with the company since more than three decades is the whole time director (technical) to ensure smooth plant operations. The appointment of the said whole time directors and their remuneration are recommended by the nomination and remuneration committee keeping in mind their contribution to the growth of the company, the financial position of the company, prevailing industry norms and the provisions of the Companies Act, 2013 and are approved by the board of directors and members of the company from time to time.

The independent directors of the company are highly qualified and stalwarts in their respective filed with wide and varied experience. They actively participate in the discussions at the board meeting and their suggestions have helped the company to grow at a rapid pace. The independent directors are paid sitting fees for attending the board and committee meetings. The nomination and remuneration committee has in place their criteria for determination of qualifications, positive attributes and independence of the directors, which they have considered for the appointment of the new independent directors and reappointment of independent director for the second term of consecutive five years.

Pursuant to the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the board has carried out an evaluation of its own performance, the performance of directors individually as well as the evaluation of working of its audit committee, nomination and remuneration committee, stakeholders relationship committee and corporate social responsibility committee. The manner in which the evaluation has been carried out has been explained in the corporate governance report.

The manner in which the remuneration is paid to the directors, executive directors and senior level executives of the company has also been explained in the corporate governance report.

During the year under review, 8 board meetings, 5 audit committee meetings, 5 nomination and remuneration committee meetings, 4 stakeholder relationship committee meetings, 4 corporate social responsibility committee meetings and 1 meeting of independent directors were convened and held, the details of which are given in the corporate governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013 your directors would like to state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) the directors have 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 as on 31st March,

2024 and of the profit and loss of the company for that period;

(iii) the directors have 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;

(iv) the directors have prepared the annual accounts on a "going concern" basis;

(v) the directors 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

(vi) 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.

EXTRACT OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return of the company is available on the website of the company at the link : https://www.sayajigroup.in/investor-relations/

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, guarantees or investments under Section 186 of the Companies Act, 2013 at the beginning of the year, given/ made during the year and at the end of the financial year under review is as given below:

(Amount in '')

Particulars of Loans/Guarantees/ Investments

As at 01/04/2023

Given/Made during the financial year

As at 31/03/2024

Investment in Sayaji Seeds LLP

'' 6,40,00,000/-

Nil

'' 6,40,00,000/-

Investment in Alland & Sayaji LLP

'' 3,50,00,000/-

Nil

'' 3,50,00,000/-

Corporate guarantee given to Kotak Mahindra Bank for financial assistance to Alland & Sayaji LLP

'' 4,00,00,000/-

('' 4,00,00,000/-)

Nil

Corporate guarantee given to Kotak Mahindra Bank for financial assistance to Sayaji Seeds LLP

'' 13,00,00,000/-

'' 4,00,00,000/-

'' 17,00,00,000/-

Investment in Sayaji Industries FZC

Nil

'' 33,59,714/-

'' 33,59,714/-

Unsecured Loan given to Sayaji Industries FZC1

Nil

'' 22,68,000/-

'' 22,70,000/-

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were at arm''s length basis and were in the ordinary course of business. The company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

SUBSIDIARY COMPANIES

During the year under review, the company has invested AED 1,49,800 in Sayaji Industries (FZC), subsidiary of the company on 18th July, 2023, for business expansion purposes.

Pursuant to Section 129(3) of the Companies Act, 2013, details required for Sayaji Industries FZC and Sayaji Seeds LLP, subsidiaries of the company, is given in Form AOC 1, which contains the salient features of the financial statements and is attached to the annual report.

CODE OF CONDUCT

The board of directors has approved a code of conduct which is applicable to the members of the board and all executives one level below the board. The company believes in zero tolerance against bribery, corruption and unethical dealings/ behavior of any form and the board has laid down the directives to counter such acts. The code of conduct has been posted on company''s web site www.sayajigroup.in.

The code lays down the standard procedure of business conduct which is expected to be followed by the directors and executives one level below the board in their business dealings and in particular on matters relating to integrity in the work place, in business practice and in dealing with stakeholders.

All the board members and executives one level below the board have confirmed compliance with the code.

STATEMENT ON DEVELOPMENT AND IMPLEMENATION OF RISK MANAGEMENT POLICY

The statement on development and implementation of risk management policy is given under the management discussion and analysis report which is attached with this annual report.

INTERNAL FINANCE CONTROL

Details in respect of adequacy of internal finance control with reference to the financial statements are stated in management discussion and analysis report which forms the part of this report.

CORPORATE SOCIAL RESPONSIBITY (CSR) POLICY AND CSR INITIATIVES

The company has developed CSR policy with the objective to lay down guiding principles for proper functioning of CSR activities to attain sustainable development of nearby society. CSR policy is also available on the web-site of the company.

The company is contributing in the areas like promotion of education, public welfare and animal welfare.

The CSR policy developed by the company mentions the areas of its operation, the CSR activities, the allocation of funds and arrangements for carrying out such activities. The members of CSR committee include Mr. Varun P. Mehta as chairman Dr. Gaurang K. Dalal, Dr. Janak D. Desai and Mrs. Sujata P. Mehta as members.

The company has spent a sum of '' 40.86 Lakhs on CSR activities during the year under review. After considering the amount of '' 1.05 Lakhs available for set off at the beginning of the year, the company was required to spend '' 38.82 Lakhs on CSR Activities pursuant to the provisions of Section 135 of the Companies Act, 2013 against which the company has spent a sum of '' 40.86 Lakhs and a sum of '' 2.04 Lakhs is available for set off in subsequent financial years. The CSR activities were overseen by the CSR Committee and also by the Board of Directors on a regular basis. The report on CSR activitiesis annexed hereto as Annexure - 2 and forms the part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report as required under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been attached and forms part of this directors'' report.

CORPORATE GOVERNANCE

Your company has complied with the requirements of corporate governance as prescribed under Schedule V of the SEBI (LODR) Regulations, 2015. A separate report on corporate governance forms the part of the annual report. A certificate from the Practicing Company Secretary Amrish Gandhi & Associates regarding compliance of conditions of corporate governance also forms the part of this report.

AUDITORS

M/s Shah and Shah Associates, Chartered Accountants, Ahmedabad (ICAI Registration No. 113742W) continue to act as the statutory auditors of the company till the conclusion of 86th annual general meeting of the company to be held in the year 2027.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 201 3 and Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, Amrish Gandhi & Associates practicing company secretary was appointed to undertake secretarial audit of the company. The secretarial audit report is annexed herewith as Annexure - 3 and forms the part of this report.

COST AUDITORS

The Company has received a letter dated 20th May, 2024 from the cost auditors M/s Dalwadi & Associates, Cost Accountants to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The board of directors of the company at its meeting held on28th May, 2024, appointed M/s Dalwadi & Associates Cost Accountants as the cost auditors of the company to conduct the audit of cost records maintained by the company as required by the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time.

The members are requested to ratify the remuneration to be paid to the cost auditors of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended hereto as Annexure - 4 and forms part of this report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto excluding the information on employees particulars which is available for inspection by members at the registered office of the company during the business hours on working days of the company upto the date of ensuing 83rd annual general meeting of the company. If any member is interested in inspecting the same, the member may write to the company secretary in advance.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE, 2016

No application has been made or any proceeding is pending under the Insolvency and Bankcruptcy code, 2016.

DIFFERENCE IN VALUATION

The company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

APPRECIATION

Your directors express their deep sense of appreciation for the valuable and devoted services rendered by the chairman and managing director and the executive directors in the management and conduct of the affairs of the company. The directors also express their appreciation for the devoted services of the sole selling agents. Your directors also thank Kotak Mahindra Bank, bankers to the company for extending financial assistance by way of working capital facilities and term loans at competitive rates. Your directors also wish to place on record their deep sense of appreciation for the devoted services of the company''s executives, staff, workers and all associated, directly and indirectly with the affairs of the company.

For and on behalf of the Board of Directors For Sayaji Industries Limited

Mr. Priyam B. Mehta Chairman & Managing Director (DIN-00030933)

Place : Ahmedabad Date : 9th August, 2024

1

The unsecured loan granted to Sayaji Industries FZC is denominated in AED. For reporting purposes, it is convertec into rupees, which may result in discrepancies in the reported amount due to fluctuations in foreign exchange rates.


Mar 31, 2018

THE SHAREHOLDERS,

The directors have pleasure in presenting the 77th annual report together with audited statements of accounts of the company for the financial year ended 31st March, 2018.

FINANCIAL RESULTS: (Rs. in lakhs)

Particulars

Standalone

Conso

idated

2017-18

2016-17

2017-18

2016-17

Total income

59022.22

56771.53

59694.12

56827.51

Operating profit before interest, depreciation and taxation

2893.13

2555.44

2957.31

2556.69

Gross profit

1713.72

1414.12

1710.77

1415.37

Profit before tax

896.44

548.51

1000.51

672.77

Profit after tax

542.93

393.25

664.08

517.06

Share of profit in joint venture

---

—

129.37

123.01

Earnings per share

17.18

12.44

21.00

16.33

YEAR IN RETROSPECT:

A) STANDALONE BASIS :

Your directors are pleased to report that during the year under review, the total income of your company increased by 3.96% to Rs. 59022.22 lakhs as against Rs.56771.53 lakhs in the previous year. During the year under review, there has been reduction in the price of maize which is the major input for the company. The price of finished products remained more or less steady. There has been an increase in the maize grinding activity of the company. The company continued its efforts to further improve its technical parameters and its product mix. As a result of these efforts, despite of some increase in cost of some other inputs, your company has been able to increase its profitability during the year under review. The operating profit of the company is Rs.2893.13 lakhs as against Rs..2555.44 lakhs in the previous year. The gross profit of the company stands at. Rs.1713.72 lakhs as against. Rs..1414.12 lakhs in the previous year. During the year under review, the profit before tax of the company is Rs..896.44 lakhs as against Rs..548.51 lakhs in the previous year and the net profit after tax is Rs..542.93 lakhs as against Rs..393.25 lakhs in the previous year.

The company has continued its efforts to strengthen industrial safety measures within the factory premises and is constantly arranging programs/ workshops to make the employees aware of the safety requirements to prevent the accidents/ breakdowns/ fire etc. due to human errors.

The long term contract entered into by the company with Yashwant Sahakari Glucose Karkhana Limited (YSGK) for purchase of certain products manufactured by YSGK at mutually agreed price was terminated on 11/5/2017 due to dispute and differences between the parties. Out of advances paid by the company which remained unadjusted, as per the terms of the termination agreement YSGK agreed to pay a sum of Rs. 250.00 Lakhs in full and final settlement. The company has received Rs.100.00 Lakhs from YSGK till 31st March, 2018 from the said amount. For the balance outstanding amount of Rs. 150.00 Lakhs (included in advances to suppliers), YSGK has issued post dated cheques to the company. The management of the company is confident of realisation of the amount of Rs. 150.00 Lakhs and in view of above no provision has been made for the same in the books of accounts of the company.

B) CONSOLIDATED BASIS :

The company has recorded a total income of Rs..59694.12 lakhs as against Rs..56827.51 lakhs in the previous year. The Gross Profit of the Company stands at. Rs.1710.77 lakhs as against. Rs..1415.37 lakhs in the previous year. During the year under review, the profit before tax of the company stood at Rs.1000.51 lakhs as against Rs..672.77 lakhs in the previous year and the net profit after tax was Rs. 664.08 lakhs as against Rs.517.06 lakhs in the previous year.

SUB-DIVISION OF EQUITY SHARES, ISSUANCE OF BONUS SHARES AND LISTING AT BSE

During the year under review, the company subdivided its equity shares from one equity share of Rs.100/- each into ten equity shares of Rs.10/- each and also issued three bonus equity shares of Rs.10/- each for every one equity share of Rs. 10/- each held by the shareholders of the company. Post sub-division and post issuance of bonus shares, paid-up capital of the company has increased to Rs.3,16,00,000/comprising of 31,60,000 equity shares of Rs.10/- each. The equity shares of the company are also listed at BSE with effect from 9th October, 2017.

DIVIDEND

Your directors are pleased to recommend a dividend of Rs.3.75/- per equity share (previous year Rs.3.75/per equity share) for the financial year ended 31st March, 2018 which if approved by the members, will be paid to those members whose names appear on the register of members of the company on 3th August, 2018.

The total outflow on account of dividend will be Rs.142.85 lakhs including dividend tax of Rs 24.36 lakhs.

FUTURE OUTLOOK :

With normal rains projected in the current year, your directors expect that the price of maize may go down or remain stable.

The company has gradually increased its grinding activity and is in the process of further increasing its grinding capacity with installation of new equipments, de-bottlenecking, automation of the existing production processes, and improvement in effluent treatment facilities as compared to previous years. The company is also in the process of replacing some of the old equipment with more efficient equipment which will increase its capacity to manufacture some value added products and further improve quality of those products.

Your directors hope that with implementation of aforesaid activities, the top line and bottom line of your company may improve further.

AWARDS AND RECOGNITION

The company has received in past no. of awards for its products, use of boiler and certifications for recognition of the company''s systems. The most recent certifications received by the company are OHSAS 18001:2007 certification in recognition of company''s health and safety management system, ISO 9001:2015 in recognition of company''s quality management system and ISO 14001:2015 in recognition of company''s environmental management system.

TECHNICAL ASSISTANCE AGREEMENTS:

The company had availed the benefits of technical expertise from M/s Tate & Lyle, Belgium and SIGMA Mudhendislik Makine Sanayi Ve Ticaret Auaturk Mahallesi, Girne Cad, Turkey in the past. This has enabled it to further improve the technical parameters of the production processes and also improve the quality of its products.

EXPORTS:

Your directors report that the export turnover of the company during the year under review is Rs 10659.60 lakhs as against Rs.9340.57 lakhs which shows improvement of 14.12% during the year under review. The company intends to continue with its long term export oriented marketing policy by penetrating more in its existing international market and exploring new avenues for its high value products.

MARKETING:

Due to extensive and effective efforts of the company''s sole selling agents, M/s L G & Doctor Associates Private Limited, there has been an increase in the turnover of your company and the company has been able to achieve better price realization for its products as compared to its competitors. It is heartening to note that due to efforts on the part of the sole selling agents, despite of increase in the revenue from operations of the company, total receivables at the end of the year remained in control and average credit period has reduced during the year under review.

The directors place on record its appreciation for the persistent untiring efforts of the sole selling agents to find new markets, pursue with the customers for additional orders and to ensure timely collection of dues.

PUBLIC DEPOSITS:

Deposits aggregating Rs.66.17 lakhs due for repayment on or before 31st March, 2018 were not claimed by the depositors on that date. As on the date of this report, from the aforesaid amount, deposits aggregating Rs .52.73 lakhs have been claimed/paid.

Your company has accepted the deposits aggregating to ''.1650.35 lakhs during the year under review after complying with the provisions of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014. There has been no default in repayment of deposits or payment of interest thereon during the year under review and there are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

Your directors appreciate the support which the company has received from the public and shareholders to its fixed deposit scheme.

INSURANCE:

All the properties and insurable interests of the company including buildings, plant and machinery, stocks, loss of profit and standing charges etc. are adequately insured.

GREEN INITIATIVE:

The company continues to generate electricity from biogas engine of 1800 KVA capacity which utilizes biogas captured while treating the effluents which are generated from the manufacturing processes of the company. This has reduced power cost. Utilization of biogas for generation of electricity reduces emission of the green house gases into environment and thus supports green environment.

MATERIAL CHANGES:

There are no material changes and commitments, affecting the financial position of the company which has occurred between the end of the financial year under review of the company to which the financial statements relate and the date of this board report.

DIRECTORS:

A special resolution has been proposed for the approval of the members for reappointment of Mr. Priyam B. Mehta as the managing director of the company for the period from 12th August, 2018 to 31st March, 2023 and for approving his remuneration for the period of three years from 12th August, 2018 to 11th August, 2021. A special resolution has also been proposed for payment of same remuneration to Mr. Varun P. Mehta as the executive director of the company for the period from 16th January, 2018 to 31st March, 2019 the details of which are mentioned in the explanatory statement of the notice of the 77th annual general meeting.

Mr. Vishal P. Mehta retires by rotation at the forthcoming annual general meeting and being eligible, offers himself for re-appointment.

The company has received a declaration from all the independent directors that they meet the criteria of independence provided under Section 149 (6) of the Companies Act, 2013 for the financial year under review.

Mr. Priyam B. Mehta is the chairman and managing director of the company since November, 1982. He is assisted by Mr. Varun P. Mehta who is the executive director of the company since January, 2010 and Mr. Vishal P Mehta who is also the executive director of the company since July, 2011. The appointment of the said whole time directors and their remuneration are recommended by the nomination and remuneration committee keeping in mind their contribution to the growth of the company, the financial position of the company, prevailing industry norms, provisions of the Companies Act, 2013 and approved by the board of directors and members of the company from time to time.

The independent directors of the company are highly qualified and stalwarts in their respective filed with wide and varied experience. They actively participate in the discussions at the board meeting and their suggestions have helped the company to grow at a rapid pace. The members at their 73rd Annual General Meeting held on 26th July, 2014 have appointed CA Mahendra N. Shah, Dr. Gaurang K. Dalal. Dr. Janak D. Desai and CA Chirag M. Shah as independent directors of the company for the period of five years for a term upto 31st March, 2019 keeping in mind their contribution to the growth of the company. The independent directors are paid sitting fees for attending the board and committee meetings. The nomination and remuneration committee has in place their criteria for determination of qualifications, positive attributes and independence of the directors, which they would consider as and when the company would be required to appoint the new independent directors.

Pursuant to the provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the board has carried out an evaluation of its own performance, the performance of directors individually as well as the evaluation of working of its audit committee, nomination and remuneration committee, stakeholders relationship committee and corporate social responsibility committee. The manner in which the evaluation has been carried out has been explained in the corporate governance report.

The manner in which the remuneration is paid to the directors, executive directors and senior level executives of the company has also been explained in the corporate governance report.

During the year under review, seven board meetings, one independent directors meeting and four audit committee meetings were convened and held the details of which are given in the corporate governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013 your directors would like to state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) the directors have 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 as on 31st March, 2018 and of the profit of the company for that period;

(iii)the directors have 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;

(iv)the directors have prepared the annual accounts on a "going concern" basis;

(v) the directors 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

(vi)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.

EXTRACT OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014

The extract of annual return in form no. MGT-9 as provided under Section 92 (3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management & Administration) Rules 2014 is annexed hereto as Annexure-1 and forms the part of this report.

Further, the disclosure in the board report under Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 is also annexed hereto as Annexure-2 and forms the part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of loans, guarantees or investments under Section 186 of the Companies Act, 2013 at the beginning of the year, given/ made during the year and at the end of the financial year under review is as given below:

Particulars of Loans/ Guarantees/ Investments

As at 1/4/2017

Given/ Made during the financial year

As at 31/3/2018

Investment in 12.00,000 equity shares of Sayaji Sethness Ltd.

Rs. 1,20,00,000/-

Nil

Rs. 1,20,00,000/-

Investment in 2500 equity shares of Rapicut Carbide Ltd.

Rs. 5000/-

Nil

Rs. 5000/-

Investment in 472 equity shares of Punjab National Bank

Rs. 1,84,000/-

Nil

Rs. 1,84,000/-

Investment in Sayaji Corn Products Ltd.

Rs. 5,00,000/-

Nil

Rs. 5,00,000/-

Investment in Sayaji Seeds LLP

Rs. 80,00,000/-

Rs. 1,00,00,000/-

Rs. 1,80,00,000/-

Investment in Sayaji Ingritech LLP

Nil

Rs. 2,08,99,956/-

Rs. 2,08,99,956/-

Corporate Guarantee given to Punjab National Bank for financial assistance to N B Commercial Enterprises Ltd.

Rs. 17,50,00,000/-

Nil

Rs. 17,50,00,000/-

Corporate guarantee given to Kotak Mahindra Bank for financial assistance to Sayaji Ingritech LLP

Rs. 8,25,00,000/-

Nil

Rs. 8,25,00,000/-

Corporate guarantee given to Kotak Mahindra Bank for financial assistance to Sayaji Seeds LLP

Nil

Rs. 6,00,00,000/-

Rs. 6,00,00,000/-

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were at arm''s length basis and were in the ordinary course of business. The company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

SUBSIDIARY COMPANIES:

The company has three subsidiaries i.e. Sayaji Corn Products Ltd., Sayaji Ingritech LLP and Sayaji Seeds LLP Sayaji Sethness Limited is a joint venture of the company. Pursuant to Section 129(3) of the Companies Act, 2013 a statement in Form AOC 1 containing the salient features of the financial statements of each of the subsidiaries and the joint venture company is attached to the annual report.

CODE OF CONDUCT:

The board of directors has approved a code of conduct which is applicable to the members of the board and all executives one level below the board. The company believes in zero tolerance against bribery, corruption and unethical dealings/ behaviour of any form and the board has laid down the directives to counter such acts. The code of conduct has been posted on company''s web site www.sayajigroup.in

The code lays down the standard procedure of business conduct which is expected to be followed by the directors and executives one level below the board in their business dealings and in particular on matters relating to integrity in the work place, in business practice and in dealing with stakeholders.

All the board members and executives one level below the board have confirmed compliance with the code.

STATEMENT ON DEVELOPMENT AND IMPLEMENATION OF RISK MANAGEMENT POLICY:

The statement on development and implementation of risk management policy is given under the management discussion and analysis report which is attached with this annual report.

INTERNAL FINANCE CONTROL:

Details in respect of adequacy of internal finance control with reference to the financial statements are stated in management discussion and analysis report which forms the part of this report.

CORPORATE SOCIAL RESPONSIBITY (CSR) POLICY AND CSR INITIATIVES:

The company has developed CSR policy with the objective to lay down guiding principles for proper functioning of CSR activities to attain sustainable development of nearby society. CSR policy is also available on the web-site of the company.

The company has contributed in the past generously in the areas like health-care, education, wild animal protection etc. The company has donated its precious land for establishment of primary school and has procured furniture, computers, electrical fittings etc. required by the school for the benefits of children living in nearby areas. Contributions have also been made for programs formed by Government of Gujarat for education of girls in the state.

The CSR policy developed by the company mentions the areas of its operation, the CSR activities, the allocation of funds and arrangements for carrying out such activities. The members of CSR committee include Mr. Varun P Mehta as chairman, Dr. Gaurang K. Dalal, Dr. Janak D. Desai and Mrs. Sujata P Mehta as members.

The company has spent a sum of Rs. 1 5.49 Lakhs on CSR activities during the year under review which is more than the prescribed limits of the amount of Rs.11.53 Lakhs which it is required to spend on the said activities pursuant to the provisions of Section 135 of the Companies Act, 2013. The CSR activities were overseen by the CSR Committee and also by the Board of Directors on a regular basis. The report on CSR activities is annexed hereto as Annexure - 3 and forms the part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The management discussion and analysis report as required under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been attached and forms part of this directors'' report.

CORPORATE GOVERNANCE:

Your company has complied with the requirements of corporate governance as prescribed under Schedule V of the SEBI (LODR) Regulations, 2015. A separate report on corporate governance forms the part of the annual report. A certificate from the practising company secretary Amrish Gandhi regarding compliance of conditions of corporate governance also forms the part of this report.

AUDITORS:

M/s Shah and Shah Associates, Chartered Accountants Ahmedabad (ICAI Registration No. 113742W) continue to act as the statutory auditors till the conclusion of 81st annual general meeting of the company to be held in the year 2022.

SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, practicing company secretary Amrish Gandhi was appointed to undertake secretarial audit of the company. The secretarial audit report is annexed herewith as Annexure - 4 and forms the part of this report.

COST AUDITORS:

The Company has received a letter dated May 3, 2018 from the cost auditors M/s Dalwadi & Associates, Cost Accountants to the effect that their reappointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The board of directors of the company at its meeting held on May 16, 2018 appointed M/s Dalwadi & Associates Cost Accountants as the cost auditors of the company to conduct the audit of cost records maintained by the company as required by the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time.

The members are requested to ratify the remuneration to be paid to the cost auditors of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended hereto as Annexure - 5 and forms part of this report.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto excluding the information on employees particulars which is available for inspection by members at the registered office of the company during the business hours on working days of the company upto the date of ensuing 77th annual general meeting of the company. If any member is interested in inspecting the same, the member may write to the company secretary in advance.

APPRECIATION:

Your directors express their deep sense of appreciation for the valuable and devoted services rendered by the chairman and managing director and the executive directors in the management and conduct of the affairs of the company. The directors also express their appreciation for the devoted services of the sole selling agents. Your directors also thank Punjab National Bank, banker to the company for extending financial assistance by way of working capital facilities and term loans at competitive rates. Your directors also wish to Place on record their deep sense of appreciation for the devoted services of the company''s executives, staff, workers and all associated, directly and indirectly with the affairs of the company.

For and on behalf of the Board of Directors

Priyam B. Mehta

Chairman and Managing Director

Place : Ahmedabad

Date : May 16, 2018

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