Savita Oil Technologies Ltd

Your Directors have pleasure in presenting the Sixty-third Annual Report, together with the Audited Accounts for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS [Rs. in Lakhs)

2. SHARE CAPITAL

The paid-up equity share capital of your Company stands at Rs. 13,82,00,830/- as on date.

The Board of Directors of your Company at its meeting held on Saturday, 3^rd August, 2024 has announced Buy-back of up to 5,40,000 [Five Lakh Forty Thousand) Equity Shares of face value of Rs. 2/- (Rupees Two only), representing up to 0.78 % of the total paid-up Equity Shares of the Company at a price of Rs. 675/- [Rupees Six Hundred Seventy-five only) per Equity Share payable in cash for an aggregate consideration of up to Rs. 36,45,00,000/- [Rupees Thirty-six Crore Forty-five Lakh only) excluding transaction costs and tax, on a proportionate basis through the tender offer route as prescribed under the SEBI Buy-back Regulations, from all of the Equity Shareholders/Beneficial Owners of your Company who hold Equity Shares as of the Record Date of

16^th August, 2024. Your Company has dispatched Letters of Offer for the buy-back and expects that this process will be completed in the month of September, 2024. Post the completion of buy-back of 5,40,000 fully paid equity shares of your Company, the paid-up equity share capital of your Company shall stand at Rs. 13,71,20,830/-.

3. DIVIDEND

Your Directors at the Board Meeting held on 11^th May, 2024 had recommended dividend @200% [Rs. 4 per equity share of Rs. 2/- each), as against 200% dividend for the previous year, on the paid-up Equity Share Capital of Rs. 1,382.01 Lakhs [which shall stand reduced to Rs. 1,371.20 Lakhs assuming the Company buys back 5,40,000 Equity Shares of Rs. 2/- each in the ongoing Buyback Offer), resulting in an outgo of Rs. 2,742.41 Lakhs for your Company (Rs. 2,764.02 Lakhs for previous year).

4. RESERVES

The Reserves of your Company stood increased to Rs. 1,611 crores on standalone basis at the end of the year under review as against Rs. 1,435 crores for the previous year.

5. OPERATIONS

During the year under review, on standalone basis, your Company achieved sales volume at 4,18,404 KLs/MTs as against 3,86,944 KLs/MTs achieved during FY 2022-23. Your Company's sales turnover also witnessed significant increase during the year 2023-2024 which stood at Rs. 3,708 crore against Rs. 3,594 crore in the year 2022-2023. Your Company achieved net profit of Rs. 204 crore during the year 2023-2024 as against Rs. 225 crore during the previous year mainly due to sharp increases in international freight rates towards the second half of the financial year impacting your Company's export margins.

During the Financial Year 2023-2024, your Company's Wind Power Plants situated in the states of Maharashtra, Karnataka and Tamil Nadu generated a total of 86.73 MU against 85.64 MU generated in the previous year. During the year under review, your Company did not add any new projects to its Wind Energy Portfolio.

6. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31^st March, 2024, your Company had one subsidiary company viz. Savita GreenTec Limited. There has been no material change in the nature of business of the subsidiary company during FY 2023-24.

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

7. PUBLIC DEPOSITS

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

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

9. CORPORATE GOVERNANCE

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

10. DIRECTORS

As per provisions of Section 152 of the Companies Act, 2013, Mr. Siddharth G. Mehra (DIN: 06454215), Director of the Company retires by rotation at the ensuing Annual General Meeting of your Company and being eligible offers himself for re-appointment.

Mrs. Meghana C. Dalal (DIN: 00087178) retired as an Independent Director of the Company on 31^st March, 2024 after serving her second term of 5 years. Mrs. Dalal was appointed as an Independent Director of the Company on 31^st October, 2014 and she was the Chairperson of the Audit Committee and Stakeholders Relationship Committee. Your Company has immensely benefitted from her valuable insights and views in all these years in Committee and Board meetings. The Board of Directors takes this opportunity to thank Mrs. Dalal for her invaluable contribution towards the growth of your Company.

Board of Directors in its meeting held on 1^st April, 2024 had appointed Mrs. Kavita Nair (DIN: 07771200) as an Additional Director, categorized as an Independent Director, as recommended by Nomination & Remuneration Committee. Her appointment was required to be approved by the Members of the Company within 3 months of her appointment by the Board of Directors. The Special Resolution for approval of Mrs. Kavita Nair as Independent Director for a period of 5 years starting from 1^st April, 2024 till 31^st March, 2029 was placed for approval by the Members of the Company by way of Postal Ballot through remote e-voting. The Members approved the said Special Resolution on 21^st June, 2024 with requisite majority and accordingly, Mrs. Kavita Nair was appointed as an Independent Director of the Company.

After an illustrious career spanning over 3 decades in your Company, first as Chief Financial Officer (till September, 2023) and as Whole-time Director of your Company since 2017-18, Mr. Suhas M. Dixit (DIN: 02359138) decided to step down from the position as Whole-time Director of your Company on 21^st August, 2024. Your Board of Directors places on record its

sincere appreciation for the long and fruitful period of service put in by Mr. Suhas M. Dixit in your Company and expresses its heartfelt gratitude for the valuable contributions made by him in the capacity as CFO first and then as Whole-time Director of your Company.

Board of your Company at its meeting held on 27^th August, 2024 has appointed Mr. Vishal Sood (DIN: 10734919) as an Additional Director (categorized as the Whole-time Director) of your Company w.e.f. the date of the said Board Meeting upto 30^th September, 2028 as recommended by Nomination & Remuneration Committee, subject to your approval at the ensuing Annual General Meeting.

Profiles of Mr. Siddharth G. Mehra and Mr. Vishal Sood have been detailed in the Explanatory Statement annexed to the Notice of the ensuing Annual General Meeting. Your Directors recommend re-appointment of Mr. Siddharth G. Mehra and appointment of Mr. Vishal Sood as the Whole-time Directors of your Company.

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

11. KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Gautam N. Mehra, Managing Director of your Company, Mr. Siddharth G. Mehra, Whole-time Director, Mr. Suhas M. Dixit, Chief Financial Officer (upto 26^th September, 2023) & Director, Mr. Uday C. Rege, Company Secretary and Chief Legal Officer and Mr. Sanjeev Madan, Chief Financial Officer (w.e.f. 26^th September, 2023) were the Key Managerial Personnel of your Company.

Remuneration and other details of the said Key Managerial Personnel for the financial year ended 31^st March, 2024 are attached to the Board's Report.

12. BOARD COMMITTEES

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

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

13. NUMBER OF MEETINGS

The Board of Directors of your Company met 5 times during FY 2023-24. The Board Meetings were held on 26^th May, 2023, 1^st August, 2023, 1^st November,

2023, 17^th January, 2024 and 12^th February,

2024. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days.

Audit Committee of your Company met 4 times on 26^th May, 2023, 1^st August, 2023, 1^st November, 2023 and 12^th February, 2024 during the FY 2023-24.

Stakeholders' Relationship Committee of your Company met 4 times on 26^th May, 2023, 1^st August, 2023, 1^st November, 2023 and 12^th February, 2024 during the FY 2023-24.

Nomination and Remuneration Committee of your Company met 2 times on 1^st August, 2023 and 26^th March, 2024 during the FY 2023-24.

Risk Management Committee of your Company met 3 times on 26^th May, 2023, 1^st November, 2023 and 12^th February, 2024 during the FY 2023-24.

CSR Committee of your Company met once on 26^th May, 2023 during the FY 2023-24.

14. DIRECTORS' RESPONSIBILITY STATEMENT

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

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

b) the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31^st March, 2024 and of statement of profit and loss of your Company for the year ended on that date;

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

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

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

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

15. PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013 and relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, annual performance evaluation of the Directors as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee for the year 2023-2024 was carried out by your Company.

For the year 2023-2024, the performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out separately by the Independent Directors.

The Directors expressed their satisfaction with the evaluation process.

16. INDEPENDENT DIRECTORS' MEETING

During the year under review, the Independent Directors of your Company met on 23^rd March, 2024, interalia, to discuss:

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

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

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

17. MANAGERIAL REMUNERATION

The information required under Rule 5(1) of the Companies (Appointment and Remuneration of

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

18. NOMINATION AND REMUNERATION POLICY

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

19. CSR POLICY

The Corporate Social Responsibility Policy recommended by the CSR Committee and approved by the Board of Directors of your Company in its Meeting held on 29^th May, 2014 continues to be adopted by your Company. The same can be accessed by clicking on the weblink https://www.savita.com/ about/corporate-social-responsibility.php

The disclosure relating to the amount spent on Corporate Social Responsibility activities for the financial year ended 31^st March, 2024 is attached to this Report as a separate annexure.

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

Your Company's shares continue to be listed on BSE Limited and National Stock Exchange of India Limited. The Listing Fees to these two Stock Exchanges for the FY 2024-25 have been paid by your Company on time.

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

21. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, your Company has transferred Rs. 5.41 Lakhs towards unclaimed Dividend as against Rs. 2.70 Lakhs towards unclaimed Dividend in the previous

year to the Investor Education and Protection Fund, which amount was due and payable for the FY 2015-2016 and remained unclaimed and unpaid for a period of 7 years, as provided in Section 125 of the Companies Act, 2013.

Your Company has intimated to the Shareholders who had not claimed dividends for the past 7 years to claim the dividends forthwith failing which their shares would stand transferred to the IEPF Authority after 31^st March, 2024.

22. KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended 31^st March, 2024, are provided in the Management Discussion and Analysis Report which is annexed hereto and forms a part of the Board's Report.

23. STATUTORY AUDITORS

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

24. AUDITORS' REPORT

The Auditors' Report to the Members on the Accounts of your Company for the financial year ended 31^st March, 2024 is attached to this Report and does not contain any qualification, reservation or adverse remark. No fraud has been reported by the Auditors to the Audit Committee or Board.

25. SECRETARIAL AUDIT REPORT

Secretarial Audit for the FY 2023-24 was conducted by MP & Associates, Company Secretaries in Practice in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit Report is attached as a separate annexure to this Report and does not contain any qualification, reservation or adverse remark. The Company has complied with the applicable provisions of Secretarial Standards.

26. COST AUDIT

In compliance with the provisions of Section 148 of the Companies Act, 2013, the Board of Directors of your Company at its meeting held on 11^th May, 2024 has appointed Kale & Associates, Cost Accountants as Cost Auditors of your Company for the FY 2024-25. In terms of the provisions of Section 148(3) of the

Companies Act, 2013 read with Rule 14(a)(ii) of The Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors has to be ratified by the Members. Accordingly, necessary resolution is proposed at the ensuing Annual General Meeting for ratification of the remuneration payable to the Cost Auditors for the FY 2024-25. The Company has prepared and maintained the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

27. RISK MANAGEMENT

In accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has Risk Management Committee in operation to oversee the Risk Management of your Company in line with your Company's Risk Framework and a detailed Policy to cover risk assessments, identification of various significant risks and mitigation plans to address the identified risks. Your Company's Risk Management Policy was revised on 12^th February, 2024 and is displayed on the website and the same can be accessed by clicking on the weblink https:// www.savita.com/about/risk-management-policy.php

28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

29. VIGIL MECHANISM

Your Company has a vigil mechanism policy to deal with instances of fraud and mismanagement, if any. The Whistle Blower Policy of your Company was revised on 3^rd August, 2024 and is uploaded on the website and the same can be accessed by clicking on the weblink https://www.savita.com/about/ whistle-blower-policy.php

30. DIVIDEND DISTRIBUTION POLICY

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

31. RELATED PARTY TRANSACTIONS

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

The Policy on materiality of related party transactions and dealing with related party transactions was revised on 12^th February, 2024 by the Board of Directors of your Company and is uploaded on the website and the same can be accessed by clicking on the weblink https://www.savita.com/about/ policy-for-dealing-with-related-party.php

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

32. EXTRACT OF ANNUAL RETURN

The web link for the Annual Return in prescribed Form MGT-7 is uploaded on the website of your Company i.e., www.savita.com. The same can be accessed by clicking on the web link https://www.savita.com/ investors/pdfs/Draft-Form-MGT-7-Annual-Return- for-FY-2023-24.pdf

SUSTAINABILITY REPORT

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

Though it is not yet mandatory for your Company to publish any report and compliance on ESG (Environment, Social and Governance) Regime, your Company has voluntarily opted for compliance under the same. Detailed description of the efforts taken by your Company regarding ESG Regime is attached separately to this Report.

34. SEXUAL HARASSMENT GRIEVANCES

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

35. INDUSTRIAL RELATIONS

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

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

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

37. MATERIAL CHANGES

There have been no material changes and commitments affecting the financial position of your Company since the close of the financial year i.e., 31^st March, 2024. Further, it is hereby confirmed that there has been no change in the nature of the business of your Company.

38. ACKNOWLEDGEMENTS

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