Directors Report of Dharan Infra-Epc Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 18th Annual Report together with audited statement of accounts of the Company for the year ended on 31st March 2025.

FINANCIAL HIGHLIGHT

The financial performance of your Company for the year ended March 31, 2025 is summarized below: -

(Amounts in Lakhs)

Standalone

Consolidated

Particulars

2024-2025

2023-2024

2024-2025

2023-2024

Total Revenue

2003.73

4024.70

2299.14

4815.88

Total Expenses

5574.9

6662.36

5760.27

7403.47

Earnings before interest and tax

(3571.17)

(2637.66)

(3461.23)

(2587.59)

Finance Cost

358.84

1055.97

358.44

1055.97

Depreciation

10.89

12.59

10.89

12.59

Profit Before Tax

(3940.9)

(3706.21)

(3830.96)

(3616.15)

Tax Expenses:

Current Tax

-

-

-

-

Deferred Tax

2.79

1.33

2.79

1.33

Net Profit for the Period

(3943.69)

(3707.55)

(3827.77)

(3657.48)

Items that will not be subsequently reclassified to profit or loss

(8.10)

(8.10)

(8.10)

Items that will be subsequently reclassified to profit or loss - Exchange differences in translating financial statements of a foreign operation

990.54

65.07

Total Comprehensive Income for the period

(3951.79)

(3715.64)

(2843.21)

(3600.51)

Earnings per share (EPS)*(Face value of ? 1 each)

Basic EPS

(0.15)

(0.34)

(0.11)

(0.33)

Diluted EPS

(0.15)

(0.34)

(0.11)

(0.33)

*Not annualized, except year end Basic and Diluted EP

Standalone Financial Statements

During the Financial Year 2024-2025, revenue from operations is ? 1799.24 Lakhs as compared to ? 2,061.20 Lakhs during the previous year. Company has incurred loss for the financial year of ?3943.69 Lakhs as compared to loss of ? 3707.55 Lakhs of previous year.

The financial statements of the Company for the year ended 31st March, 2025 have been disclosed as per Schedule III to the Companies Act, 2013.

Consolidated Financial Statement

The reporting on the performance and financial position of the Subsidiary company in the Board''s Report in

accordance with section 129(3) of the Companies Act, 2013 and the Indian Accounting Standard (Ind AS) 110 is applicable and forms the part of this Annual report.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES /JOINT VENTURE/ ASSOCIATE COMPANY:

The Board has reviewed the affairs of its subsidiary company. Pursuant to Section 129(3) of the Companies Act, 2013 and Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company’s subsidiaries/ joint ventures/ associate companies of the Company, bringing out the highlights of their performance, in the prescribed form Form AOC - 1

which appears at “Annexure I” to this report. Details pertaining to the subsidiary of the Company is provided in the notes to the Consolidated Financial Statements.

The Audited Financial Statements of Company’s subsidiary for the financial year ended 31st March, 2025 are available on the web link www.dharanepc.com and the same are also available for inspection at the Registered Office of the Company as per the details mentioned in the notice of the Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same, subject to compliance of the applicable provisions of the Companies Act, 2013.

Reserves

The company does not propose to carry any amounts to any reserves. (Previous year : Nil)

Dividend

The company did not declare any dividend for financial year 2024-2025 (Previous Year : Nil).

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure requirements Regulations, 2015 (“Listing Regulations”) the dividend distribution policy is not applicable on the company.

Deposits

The company has neither accepted nor renewed any deposits under chapter V of the Companies Act, 2013. Also, there are no deposits which remained unpaid or unclaimed as at the end of the year. The question of default in repayment of deposits or payment of interest thereon did not arise during the year. There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

BUSINESS AND OPERATIONS

Business Overview

The Company is operating majorly in the following two segments:

• Construction and development of residential and commercial projects

• Contractual projects

A summary of completed and ongoing projects as on March 31,2025 has been detailed in the Management Discussion and Analysis Report titled ‘Management Report’ forming part of the Annual Report.

Change in the nature of business

During the financial year there were no changes in the nature of business of the company.

Operational Overview

During the year under review, the Company handed over total 118 units of its ongoing residential and residential cum commercial projects.

Company in its wholly owned subsidiary ie. Karda International Infrastructure Limited, received sub contract of (civil engineering job) of soft infrastructure segment worth US$20 Million by CRJE (EAST AFRICA) LIMITED, which is a modern enterprise with a glorious history of building Railways and 5 star hotels across Africa.

During the financial year company completed the construction work its three below mentioned projects:

Sr

No

Name of the project

MAHARERA Reg no

Type of project

1

Hari Kunj Mayflower

P51600020249

Residential cum commercial

2

Hari Krishna Phase IV

P51600020324

Residential cum commercial

3

Hari Aakruti Phase II

P51600014676

Residential cum commercial

Subsidiaries, Associate Companies, Joint Venture Companies

As on March 31, 2025, the Company has two Wholly-owned subsidiary and three step down subsidiary. As per the provisions of the Companies Act, 2013.

Further, there are no companies which have ceased to be subsidiaries, associate companies or joint venture companies during the financial year.

Company has incorporated a Wholly owned subsidiary named “KBC Infrastructure Limited” Companies under section 1115 of the Companies Act 2006 at United Kingdom on May 10,2024 with authorised and Paid-Up Share Capital of 100 ordinary shares of GBP1.00 each.

The Company has formulated a policy for determining material subsidiaries. The Policy may be accessed at www. dharanepc. com.

CHANGE IN NAME

Shareholders of the company approved the change of name of the company from KBC Global Limited to Dharan Infra-EPC limited by passing special resolution in the extra ordinary general meeting held on 22nd March, 2025.

ALTERATION OF OBJECT CLAUSE OF THE MEMORANDUM

There has been no change in the object clause of Memorandum of Association during the year.

SHARE CAPITAL RELATED MATTERS Share Capital

As on March 31,2025 the Authorised Share capital of the company was ^700,00,00,000/- (Rupees Seven Hundred Crores Only) comprising of 700,00,00,000 (Seven Hundred Crores) equity shares of ?1/- each (Rupees One Only).

While as on March 31,2025 the paid up share capital of the company was ? 2,61,43,79,226/- (Rupees Two Hundred Sixty-One Crore Forty-Three Lakh Seventy-Nine Thousand Two Hundred Twenty-Six Only) comprising of 2,61,43,79,226 (Two Hundred Sixty-One Crore Forty-Three Lakh Seventy-Nine Thousand Two Hundred Twenty-Six) equity shares of ? 1/- each (Rupee One Only).

ALTERATION OF CLAUSE V OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

During the year company has altered clause V of the Memorandum of Association as follow:

‘V. The Authorised Share Capital of the Company is ? 700,00,00,000/- (Rupees Seven Hundred Crores Only) divided into 700,00,00,000 (Seven Hundred Crores) equity shares of ? 1/- (Rupee One only) each. ’

SUB-DIVISION OF SHARES

There was no sub-division of shares during the year.

Bonus issue, rights issue, private placements etc.

During the year company issued allotted bonus shares 261,43,79,226 worth ? 261,43,79,226 /- (Rupees Two Hundred Sixty One Crore Forty Three Lakhs Seventy Nine Thousand Two Hundred Twenty six only) out of the ? 798,63,12,413/- (Rupees Seven Hundred Ninety Eight Crore Sixty Three Lakhs Twelve Thousand Four Hundred and Thirteen only)in ratio of 1:1 i.e. 1 (One) equity shares of nominal value ? 1/- (Rupees One only) each fully paid up for every 1 (One) equity share of nominal value of ? 1/- (Rupee One only) each.

Further during the year 151,73,63,232 Equity shares are allotted against the conversion of 420 Foreign Currency Convertible Bonds.

No Rights shares were is06ued during the year.

Equity shares with differential voting rights

The company has not issued equity shares with differential voting rights during the year.

Employees stock options

The company has not provided any stock option scheme to the employees.

Buy-back of securities

The company has not bought back any of its securities during the year.

Sweat equity shares

The company has not issued any sweat equity shares during the year.

BOARD DIRECTORS

Composition of the Board of Directors

The management of the Company is immensely benefitted from the guidance, support and mature advice from members of the Board of Directors who are also members of various committees. The Board consists of directors possessing diverse skill, rich experience to enhance quality of its performance. The Company has adopted a Policy on Board Diversity formulated by the Nomination and Remuneration Committee. The Company’s Remuneration Policy has laid down a framework for remuneration of Directors (Executive and Non- Executive), Key Managerial Personnel and Senior Management Personnel. These Policies are available on the Company’s website at www.dharanepc.com. The Company has formulated policy on Succession Planning for Directors and Key Managerial Personnel for continuity and smooth functioning of the Company.

Woman Director

During the reporting period in accordance with the provisions of second proviso to sub-section 1 of Section 149 of the Companies Act, 2013 read with rule 3 of the companies (Appointment and Qualification of Directors) rules, 2014, and Regulation 17 of (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) read with section 161(1) of the companies act the company had Mrs. Prachi Sakpal (DIN: 10700354) and Mrs Reshma Susan Thomas (DIN: 10690595) as a Women Non-Executive Independent directors.

Independent Directors

Following are the Non-Executive Independent directors for complying with the provisions of section 149 of the Companies Act, 2013 read with rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 appointed on board:

Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 (“the Act”), the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company The disclosure in the board''s report regarding reappointment by passing special resolution is not given as no Independent director has been reappointed.

Meetings of the board

19 (Nineteen) Board Meetings were held during the Financial Year. The details of the Board and various Committee meetings are given in the Corporate Governance Report.

The intervening gap between the meetings was within the period prescribed under section 173 of the Companies Act, 2013, read with Companies (Meetings of Board and its Powers) Rules, 2014, relevant circulars, notifications, orders and amendments thereof.

Re-appointment of Directors Retiring by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Naresh Karda, Director (DIN: 01741279) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Board of Directors based on the recommendations of the Nomination and Remuneration Committee, have recommended the re-appointment of Mr. Naresh Karda, Director (DIN: 01741279), Director retiring by rotation. The Notice convening the Annual General Meeting includes the proposal for re-appointment of Mr. Naresh Karda, Director (DIN: 01741279), as a Director.

A brief profile of Mr. Naresh Karda, Director (DIN: 01741279), has been provided as an Annexure to the Notice convening the Annual General Meeting. Specific information about the nature of Mr. Naresh Karda’s, expertise in specific functional areas and the names of the companies in which she holds directorship and membership / chairmanship of Board Committees have also been provided in the Notice convening the Annual General Meeting.

RESIGNATION OF DIRECTORS

None of the directors resigned during the financial year 2024-2025.

Performance Evaluation

The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its various Committees for the Financial Year 20242025. The evaluation was conducted on the basis of a structured questionnaire which comprises performance criteria such as performance of duties and obligations, independence of judgement, level of engagement and participation, attendance of directors, their contribution in enhancing the Board’s overall effectiveness, etc. The Board has expressed their satisfaction with the process. The observations made during the evaluation process were noted and based on the outcome of the evaluation and feedback of the Directors, the Board and the management agreed on various action points to be implemented in subsequent meetings.

The evaluation process endorsed cohesiveness amongst directors, smooth communication between the Board and the management and the openness of the management in sharing the information with the Board and placing various proposals for the Board’s consideration and approval. The Independent Directors met on March 27,2025 without the presence of other directors or members of Management.

All the Independent Directors were present at the meeting. In the meeting, the independent directors reviewed performance of Non-Independent Directors, the Board as a whole and Chairman. They assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

The Independent Directors expressed satisfaction over the performance and effectiveness of the Board, individual Non Independent Directors and the Chairman. Considering the unhealthy and stressful background of lockdown the performance of the Managing Director and Chief Financial Officer was found to be outstanding and exemplary in cutting costs, ensuring collections and team building.

The Independent Directors also expressed improvement in the flow of information between the company management and the Board. The Independent Directors played active role in the committee meetings including Audit Committee.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the requirement of Section 134 of the Companies Act, 2013, the Board of Directors of the Company confirms:

i. In the preparation of the annual accounts for the financial year ended 31st March,2025 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 and of the loss of the Company for the year ended 31st March, 2025.

iii. That the Directors have taken sufficient and proper 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 material fraud and other irregularities.

iv. That the Directors have prepared the Annual Accounts on a going concern basis.

v. There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of the report.

vi. There are proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

vii. That 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.

viii. Based on the framework of internal financial controls and compliance systems established and maintained by 2013 the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the

opinion that the Company''s internal financial controls were adequate and effective during FY 2024-2025.

KEY MANAGERIAL PERSONNEL

Mr. Naresh Karda resigned from post of Managing director of the company wef August 7th, 2025.

Mr Devesh Karda has been appointed as Managing Director of the company wef August 7th, 2025 till approval of shareholders of the company.

Except for the above, there was no change (appointment/resignation) in the Key Managerial Personnel namely Chief Financial Officer and Company Secretary of the Company during the financial year.

DISCLOSURES AS PER THE SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014

Conservation of Energy, Technical Absorption and Foreign Exchange Earnings and Outgo The information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is as follows:

a. The Company has no activity involving conservation of energy or technology absorption.

b. The Company does not have any Foreign Exchange Earnings.

c. The Company does not have any Foreign Exchange outgo.

AUDIT RELATED MATTERS Audit Committee

The Audit Committee comprised of following directors as on March 31,2025:

Sr.

No.

Name of

Committee

members

Category

1.

Mr. Sandeep Shah

Non-Executive, Independent Director, Chairperson

2.

Mr.Naresh Karda

Executive Director, Member

3.

Mrs. Prachi Aditya Sakpal

Non-Executive-Independent Director, Member

Statutory Auditors

At the Sixteenth General Meeting held on 30th September, 2023, the members appointed M/S Sharp

Arth & Co, (Formerly known as M/S JPL & Associates) Chartered Accountants (Firm Registration No.132748W), as Statutory Auditors of the Company for a period of 5 years from the conclusion of the Sixteenth Annual General Meeting until the conclusion of Twenty first Annual General Meeting of the Company.

The Statutory Auditors expressed an unmodified opinion in the audit reports with respect to audited financial statements for the financial year ended March 31, 2025.

Reporting of Offences involving fraud

The Auditors have not reported any offences involving fraud committed against the company by the officers or employees of the company to the central Government or the board or any other authority, as provided in section 143 (12) of the Companies Act, 2013 read with corresponding rules, circulars, notifications, orders and amendments thereof.

Secretarial Audit

Secretarial Audit of the Company for the year ended March 31, 2025 was conducted by CS Bhavika Ghuntla of M/S BYG & Associates, Practicing Company Secretary.

The Secretarial Audit Report issued by CS Bhavika Ghuntla of M/S BYG & Associates, Practicing Company Secretary, in accordance with the provisions of Section 204 of the Companies Act, 2013 is provided separately in the Annual Report in Annexure VI. Management has taken note of observations mentioned in the report.

Cost Audit

Based on the recommendations of the Audit Committee, the Board of Directors appointed M/s PRO & Associates, Cost Accountants (Firm Registration No: 00334) as the Cost Auditors of the company for the financial year 2025-2026. In terms of Rule 14 of the Companies (Audit and auditors) Rules, 2014, the remuneration payable to the Cost Auditors for financial year 2025-2026 is subject to ratification by the shareholders of the Company. The Notice convening the Annual General Meeting contains the proposal for ratification of the remuneration payable

to the Cost Auditors. The cost records as specified by the central government under subsection (1) of section 148 of the Companies Act, 2013, are made and maintained by the Company.

Internal Audit and Internal Financial Controls

The in-house internal Audit team is responsible for assurance with regard to the effectiveness, accuracy and efficiency of the internal control systems and processes in the Company. The company’s audit team is independent, designed to add value and empowered to improve the Company’s processes. It helps the Company accomplish its objectives by bringing a systematic, disciplined approach for evaluating and improving the effectiveness of risk management, control and governance processes.

There are adequate internal financial controls in place with reference to the financial statements. During the year under review, the Internal Audit Department and the Statutory Auditors tested these controls and no significant weakness was identified either in the design or operations of the controls. A report issued by the Statutory Auditors, M/S Sharp Arth & Co, on the Internal Financial Controls forms a part of the Annual Report.

Appointment of Secretarial Auditor

Based on the recommendations of the Audit Committee, the Board of Directors appointed Ms. Bhavika Ghuntla, Proprietor of M/s BYG & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for the term of five years.

POLICY MATTERSNomination and Remuneration Policy

The Nomination and Remuneration Committee of the Board of Directors is responsible for recommending the appointment of the Directors and senior management to the Board of Directors of the Company. The Company has in place a Nomination and Remuneration Policy containing the criteria for determining qualifications, positive attributes and independence of a Director and policy relating to the remuneration for the Directors, key managerial personnel and senior management personnel of the Company.

The Committee also postulates the methodology for effective evaluation of the performance of Individual Directors, committees of the Board and the Board as a whole which should be carried out by the Board and Committee and reviews its implementation and compliance. The Nomination and Remuneration Policy is available under the investor tab on the Company’s website: www.dharanepc.com. The extract of policy is reproduced in Annexure II to this report.

Risk Management Framework

The Company has developed and implemented a risk management framework detailing the various internal and external risks faced by the Company and methods and procedures for identifying, monitoring and mitigating such risks.

The risk management function is supporting the internal control mechanisms of the Company and supplements internal and statutory audit functions.

There was no offence or fraud that needs to be reported by the Statutory Auditors as per Section 143 (12) of the Companies Act.

Whistle Blower Policy/ Vigil Mechanism

The Company’s Whistle Blower policy provides a mechanism under which an employee/director of the Company may report unethical behavior, suspected or actual fraud, violation of code of conduct and personnel policies of the Company.

The Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behavior. The Whistle Blower Policy/Vigil Mechanism is available under the investor tab on the Company’s website: www.dharanepc.com.

Corporate Social Responsibility Policy

The Company believes that its achievements do not refer only to its growth but are also spread to society. Accordingly, company intends to offer quality education in India. Education and Skilling are the Top Most Priority of the Company.

The Corporate Social Responsibility Policy, as formulated by the Corporate Social Responsibility Committee and approved by the Board of Directors is available under investor tab on the Company’s website: www.dharanepc.com.

In terms of Section 134 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the annual report on the Corporate Social Responsibility activities of the Company is given in Annexure III to this report.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

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

The Company has adopted a policy for the prevention and redressal of sexual harassment at the workplace. Pursuant to the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at the workplace. No complaints were received by the Company during the year under review.

CORPORATE GOVERNANCE

In accordance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance forms part of this report.

A certificate from Ms Bhavika Ghuntla from BYG & Associates, Practicing Company Secretary affirming compliance with the various conditions of Corporate Governance in terms of the Listing Regulations is given in Annexure IV to this report.

CODE OF CONDUCT

The Company has laid down a code of conduct for the Directors as well as for all senior management of the Company. As prescribed under Regulation 17 of the Listing Regulations, a declaration signed by the Chairman and Managing Director affirming compliance with the code of conduct by the Directors and senior management personnel of the Company for financial year 2024-2025 forms part of the Corporate Governance Report.

DISCLOSURE ON CONFIRMATION WITH SECRETARIAL STANDARDS

The Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India have been complied with pursuant to the Companies Act, 2013 and the rules made thereunder.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirements of the Listing Regulations, the analysis by Management and discussion is presented in a separate section of the Annual Report titled as ‘Management Discussion and Analysis Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under section 186 of the Companies Act,2013 appear in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

During the year, the Company did not enter into any contract / arrangement / transaction with a related party which can be considered as material in terms of the policy on related party transactions laid down by the Board of Directors. Related party transactions, if any, pursuant to the Listing Regulations were approved by the Audit Committee from time to time prior to entering into the transactions. The related party transactions undertaken during financial year 2024-2025 are detailed in the Notes to Accounts of the Financial Statements.

Further, during the year under review, there were no contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013. Therefore, there is no requirement to report any transaction in Form AOC- 2 in terms of Section 134 of the Companies Act, 2013 and the rules made thereunder.

Remuneration Details of Directors, Key Managerial Personnel and Employees Details of the remuneration of Directors, key managerial personnel and the statement of employees in receipt of remuneration exceeding the limits prescribed under Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure V to this report.

ADDITIONAL INFORMATION TOSHAREHOLDERS

All important and pertinent investor information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Company’s website (www.dharanepc.com.) on a regular basis.

REVISION OF FINANCIAL STATEMENT OR BOARD’S REPORT

The company has not revised its financial statements or boards report in last three financial years, with reference to section 131 of the Companies Act,2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes affecting the financial position of the company taken place between the end of the financial year of the company to which financial statements relate and the date of the report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters under the Companies Act,2013 and SEBI Regulations either on account of absence of any transaction or inapplicability of provisions:

Disclosure pursuant to Section 43(1) read with Rule 4(4) of Companies (Share Capital and Debentures) rules,2014 regarding issue of equity shares with differential rights.

Details of any scheme providing money for the purchase of shares of the Company by Employees for the benefit of Employees.

Regulation 32 (4) of SEBI LODR Regulations regarding explanation for the variation in utilization of money raised by public issue.

Issue of shares (including sweat equity shares) to employees of the company under any scheme.

Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.


Mar 31, 2024

Your Directors have pleasure in presenting the 17th Annual Report together with audited statement of accounts of the Company for the year ended on 31st March 2024.

FINANCIAL HIGHLIGHT

The financial performance of your Company for the year ended March 31, 2024 is summarized below: -

(Amounts in Lakhs)

Standalone

Consolidated

Particulars

2023-2024

2022-2023

2023-2024

2022-2023

T otal Revenue

4024.70

10,872.40

4815.88

12065.73

Total Expenses

6662.36

11144.52

7403.47

11181.17

Earnings before interest and tax

(2637.66)

(272.12)

(2587.59

884.56

Finance Cost

1055.97

1,223.53

1055.97

1223.53

Depreciation

12.59

13.15

12.59

13.15

Profit Before Tax

(3706.21)

(1508.80)

(3616.15)

(352.12)

Tax Expenses:

Current Tax

-

-

Deferred Tax

1.33

2.12

1.33

2.12

Net Profit for the Period

(3707.55)

(1510.92)

(3657.48)

(354.24)

Items that will not be subsequently reclassified to profit or loss

(8.10)

(8.10)

(8.10)

(8.10)

Items that will be subsequently reclassified to profit or loss - Exchange differences in translating financial statements of a foreign operation

65.07

Total Comprehensive Income for the period

(3715.64)

(1519.02)

(3600.51)

(362.34)

Earnings per share (EPS)*(Face value of ? 1 each)

Basic EPS

(0.34)

(0.23)

(0.33)

(0.05)

Diluted EPS

(0.34)_

(0.23)

(0.33)

(0.05)_

*Not annualized, except year end Basic and Diluted EP

Standalone Financial Statements

During the Financial Year 2023-2024, revenue from operations is ? 2,061,.20 Lakhs as compared to ? 10,818.56 Lakhs during the previous year. Company has incurred loss for the financial year of ? 3707.55 Lakhs as compared to loss of ? 1,519.02 Lakhs of previous year.

The financial statements of the Company for the year ended 31st March, 2024 have been disclosed as per Schedule III to the Companies Act, 2013.

Consolidated Financial Statement

The reporting on the performance and financial position of the Subsidiary company in the Board''s Report in accordance with section 129(3) of the Companies Act, 2013 and the Indian Accounting Standard (Ind AS) 110 is applicable and forms the part of this Annual report.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES /JOINT VENTURE/ ASSOCIATE COMPANY:

The Board has reviewed the affairs of its subsidiary company. Pursuant to Section 129(3) of the Companies Act, 2013 and Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company’s subsidiaries/ joint ventures/ associate companies of the Company, bringing out the highlights of their performance, in the prescribed form Form AOC - 1 which appears at “Annexure I” to this report. Details pertaining to the subsidiary of the Company is provided in the notes to the Consolidated Financial Statements.

The Audited Financial Statements of Company’s subsidiary for the financial year ended 31st March, 2024 are available on the web link www.kardaconstruction.com and the same are also

available for inspection at the Registered Office of the Company as per the details mentioned in the notice of the Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same, subject to compliance of the applicable provisions of the Companies Act, 2013.

Reserves

The company does not propose to carry any amounts to any reserves. (Previous year : Nil)

Dividend

The company did not declare any dividend for financial year 2023-2024 (Previous Year : Nil).

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure requirements Regulations, 2015 (“Listing Regulations”) the dividend distribution policy is not applicable on the company.

Deposits

The company has neither accepted nor renewed any deposits under chapter V of the Companies Act, 2013. Also, there are no deposits which remained unpaid or unclaimed as at the end of the year. The question of default in repayment of deposits or payment of interest thereon did not arise during the year. There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

BUSINESS AND OPERATIONSBusiness Overview

The Company is operating majorly in the following two segments:

• Construction and development of residential and commercial projects

• Contractual projects

A summary of completed and ongoing projects as on March 31,2024 has been detailed in the Management Discussion and Analysis Report titled ‘Management Report’ forming part of the Annual Report.

Change in the nature of business

During the financial year there were no changes in the nature of business of the company.

Operational Overview

During the year under review, the Company handed over total 101 units with area of 1.08 Lakh square feet of its ongoing residential and residential cum commercial projects.

Company has total 11 work orders in hand. During the reporting period company has generated revenue of ? 334.49 Lakhs from contractual work orders.

Subsidiaries, Associate Companies, Joint Venture Companies

As on March 31, 2024, the Company has one Wholly-owned subsidiary and one step down subsidiary. As per the provisions of the Companies Act, 2013 there are no associates or joint venture companies of the Company.

Further, there are no companies which have ceased to be subsidiaries, associate companies or joint venture companies during the financial year.

Company has incorporated a Wholly owned subsidiary named “KBC Infrastructure Limited” Companies under section 1115 of the Companies Act 2006 at United Kingdom on May 10,2024 with authorised and Paid-Up Share Capital of 100 ordinary shares of GBP1.00 each.

The Company has formulated a policy for determining material subsidiaries. The Policy may be accessed at www.kardaconstruction. com.

CHANGE IN NAME

The Company has not changed its name during reporting period.

ALTERATION OF OBJECT CLAUSE OF THE MEMORANDUM

There has been no change in the object clause of Memorandum of Association during the year.

SHARE CAPITAL RELATED MATTERSShare Capital

As on March 31,2024 the Authorised Share capital of the company was ?350,00,00,000/- (Rupees Three Hundred Fifty Crores Only) comprising of 350,00,00,000 (Three Hundred Fifty Crores) equity shares of ?1/- each (Rupees One Only).

While as on March 31,2024 the paid up share capital of the company was ? 1,09,70,15,994/- (Rupees One Hundred and Nine Crores Seventy Lakhs Fifteen Thousand Nine Hundred Ninety four only) comprising of 1,09,70,15,994/- (One Hundred and Nine Crores Seventy Lakhs Fifteen Thousand Nine Hundred Ninety four only) equity shares of ? 1/- each (Rupees One Only).

ALTERATION OF CLAUSE V OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

During the year company has not altered clause V of the Memorandum of Association.

SUB-DIVISION OF SHARES

No sub-division of shares during the year.

Bonus issue, rights issue, private placements etc.

During the financial year, 7,13,95,112 Equity Shares of Face Value of Rs. 1/- each at a premium of Rs. 1.66/-each amounting to Rs. 18,99,10,997.92/- and 3,01,53,142 Equity Shares of Face Value of Rs. 1/- each at a premium of Rs. 2.50/- each amounting to Rs. 10,55,36,000 /- has been allotted to Strategic NonPromoters investors on Preferential Allotment basis through Resolution passed in the Extra Ordinary General Meeting held on 27th December, 2022 pursuant to the provisions of Section 42, 62 and other applicable provisions of The Companies Act, 2013 for which In Principle approval has been received from BSE Limited vide Letter no. LOD/PREF/CP/FIP/134/2023-24 dated 17th May, 2023 and from National Stock Exchange of India Limited vide Letter no. NSE/LIST/33577 dated 17th May, 2023.

Allotment 0f 1,26,45,902 Equity Shares of Face Value of Rs. 1/-each at a premium of Rs. 2.05/- each amounting to Rs. 3,85,70,002/- were allotted to Strategic NonPromoters Investors on Preferential Allotment basis through Resolution passed in the Extra Ordinary General Meeting held on 21st October,2023 pursuant to the provisions of Section 42, 62 and other applicable provisions of The Companies Act, 2013.Further during the year 31,71,43,897 Equity shares are allotted against the conversion of 130 Foreign Currency Convertible Bonds. No bonus shares or Rights were issued during the year.

Equity shares with differential voting rights

The company has not issued equity shares with differential voting rights during the year.

Employees stock options

The company has not provided any stock option scheme to the employees.

Buy-back of securities

The company has not bought back any of its securities during the year.

Sweat equity shares

The company has not issued any sweat equity shares during the year.

BOARD DIRECTORSComposition of the Board of Directors

The management of the Company is immensely benefitted from the guidance, support and mature advice from members of the Board of Directors who are also members of various committees. The Board consists of directors possessing diverse skill, rich experience to enhance quality of its performance. The Company has adopted a Policy on Board Diversity formulated by the Nomination and Remuneration Committee. The Company’s Remuneration Policy has laid down a framework for remuneration of Directors (Executive and Non- Executive), Key Managerial Personnel and Senior Management Personnel. These Policies are available on the Company’s website at www.kardaconstruction.com. The Company has formulated policy on Succession Planning for Directors and Key Managerial Personnel for continuity and smooth functioning of the Company.

Woman Director

During the reporting period ,in accordance with the provisions of second proviso to sub-section 1 of Section 149 of the Companies Act, 2013 read with rule 3 of the companies (Appointment and Qualification of Directors) rules, 2014, and Regulation 17 of (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) read with section 161(1) of the companies act the company had Mrs. Ziral Pankajkumar Soni (DIN:09213763) as a Women Non-Executive Independent director.

Independent Directors

Following are the Non-Executive Independent directors for complying with the provisions of section 149 of the Companies Act, 2013 read with rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 appointed on board:

Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 (“the Act”), the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company The disclosure in the board''s report regarding reappointment by passing special resolution is not given as no Independent director has been reappointed.

Meetings of the board

19 (Nineteen) Board Meetings were held during the Financial Year. The details of the Board and various Committee meetings are given in the Corporate Governance Report.

The intervening gap between the meetings was within the period prescribed under section 173 of the Companies Act, 2013, read with Companies (Meetings of Board and its Powers) Rules, 2014, relevant circulars, notifications, orders and amendments thereof.

Re-appointment of Directors Retiring by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Devesh Karda, Director (DIN: 09053865) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Board of Directors based on the recommendations of the Nomination and Remuneration Committee, have recommended the re-appointment of Mr. Devesh Karda, Director (DIN: 09053865), Director retiring by rotation. The Notice convening the Annual General Meeting includes the proposal for re-appointment of Mr. Devesh Karda, Director (DIN: 09053865), as a Director.

A brief profile of Mr. Devesh Karda, Director (DIN: 09053865), has been provided as an Annexure to the Notice convening the Annual General Meeting. Specific information about the nature of Mr. Devesh Karda’s expertise in specific functional areas and the names of the companies in which she holds directorship and membership / chairmanship of Board Committees have also been provided in the Notice convening the Annual General Meeting.

RESIGNATION OF DIRECTORS

During the financial year Mr. Rahul Dayama has resigned from the Board of directors as per the provisions of section 168 of the company’s act, 2013 with effect from 20th October, 2023 and same is accepted by the board. The board places on record their appreciation for

assistance and guidance by Mr. Rahul Dayama during his tenure as Director of the company.

After the closure of financial year under review, Mrs. Ziral Soni and Mr. Sri Ram Pavan Kumar Vemuri resigned as Independent Directors of the Company effective from April 1,2024 and September 2,2024 respectively

Performance Evaluation

The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its various Committees for the Financial Year 20232024. The evaluation was conducted on the basis of a structured questionnaire which comprises performance criteria such as performance of duties and obligations, independence of judgement, level of engagement and participation, attendance of directors, their contribution in enhancing the Board’s overall effectiveness, etc. The Board has expressed their satisfaction with the process. The observations made during the evaluation process were noted and based on the outcome of the evaluation and feedback of the Directors, the Board and the management agreed on various action points to be implemented in subsequent meetings.

The evaluation process endorsed cohesiveness amongst directors, smooth communication between the Board and the management and the openness of the management in sharing the information with the Board and placing various proposals for the Board’s consideration and approval. The Independent Directors met on March 29,2024 without the presence of other directors or members of Management.

All the Independent Directors were present at the meeting. In the meeting, the independent directors reviewed performance of Non-Independent Directors, the Board as a whole and Chairman. They assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

The Independent Directors expressed satisfaction over the performance and effectiveness of the Board, individual Non Independent Directors and the Chairman. Considering the unhealthy and stressful background of lockdown the performance of the Managing Director and Chief Financial Officer was found to be outstanding and exemplary in cutting costs, ensuring collections and team building.

The Independent Directors also expressed improvement in the flow of information between the company management and the Board. The Independent Directors played active role in the committee meetings including Audit Committee.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the requirement of Section 134 of

the Companies Act, 2013, the Board of Directors of the

Company confirms:

i. In the preparation of the annual accounts for the financial year ended 31st March,2024 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 and of the loss of the Company for the year ended 31st March, 2024.

iii. That the Directors have taken sufficient and proper 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 material fraud and other irregularities.

iv. That the Directors have prepared the Annual Accounts on a going concern basis.

v. There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of the report.

vi. There are proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

vii. That 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.

viii. Based on the framework of internal financial controls and compliance systems established and maintained by 2013 the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2023-2024.

KEY MANAGERIAL PERSONNEL

Mr. Manohar Karda who was the Whole Time Director of the Company ceased to be Director of the company with effect from November 02, 2023 due to his sad demise.

Except for the above, there was no change (appointment/resignation) in the Key Managerial Personnel namely, Managing Director, Chief Financial Officer and Company Secretary of the Company during the financial year.

DISCLOSURES AS PER THE SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014

Conservation of Energy, Technical Absorption and Foreign Exchange Earnings and Outgo The information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is as follows:

a. The Company has no activity involving conservation of energy or technology absorption.

b. The Company does not have any Foreign Exchange Earnings.

c. The Company does not have any Foreign Exchange outgo.

AUDIT RELATED MATTERS Audit Committee

The Audit Committee comprised of following directors as on March 31,2024:

Sr.

No.

N ame of

Committee

members

Category

1.

Mr. Sandeep Shah

Non-Executive, Independent Director, Chairperson

2.

Mr.Naresh Karda

Executive Director, Member

3.

Mrs. Ziral Soni

Non-Executive- Independent Director, Member

Statutory Auditors

At the Sixteenth General Meeting held on 30th September, 2023, the members appointed M/S Sharp Arth & Co, (Formerly known as M/S JPL & Associates) Chartered Accountants (Firm Registration No. 132748W), as Statutory Auditors of the Company for a period of 5 years from the conclusion of the Sixteenth Annual General Meeting until the conclusion of Twenty first Annual General Meeting of the Company.

The Statutory Auditors expressed an unmodified opinion in the audit reports with respect to audited financial statements for the financial year ended March 31,2024.

The auditor has mentioned any disputes pending with revenue authorities in the audit report:

Name of the

statute

Nature of the dues

Period to which the amount relates

Demand Amount (INR in Lakhs)

Amount

Paid

Forum where dispute is pending

Income Tax Act, 1961

Income

Tax

A Y2014-15

1.50

1.50

Income

Tax

Appellate

Tribunal

(ITAT)

Income Tax Act, 1961

Income

Tax

A Y2015-16

36.13

36.13

Income Tax Act, 1961

Income

Tax

A Y2015-16

16.39

CIT

(Appeals)

Reporting of Offences involving fraud

The Auditors have not reported any offences involving fraud committed against the company by the officers or employees of the company to the central Government or the board or any other authority, as provided in section 143 (12) of the Companies Act, 2013 read with corresponding rules, circulars, notifications, orders and amendments thereof.

Secretarial Audit

Secretarial Audit of the Company for the year ended March 31,2023 was conducted by CS Krushang Shah of M/S Krushang Shah & Associates, Practicing Company Secretary.

The Secretarial Audit Report issued by CS Krushang Shah of M/S Krushang Shah & Associates, in accordance with the provisions of Section 204 of the Companies Act, 2013 is provided separately in the Annual Report in Annexure VI. Management has taken note of observations mentioned in the report.

Cost Audit

Based on the recommendations of the Audit Committee, the Board of Directors appointed M/s PRO & Associates, Cost Accountants (Firm Registration No: 00334) as the Cost Auditors of the company for the financial year 2024-2025. In terms of Rule 14 of the Companies (Audit and auditors) Rules, 2014, the remuneration payable to the Cost Auditors for financial year 2024-2025 is subject to ratification by the shareholders of the Company. The Notice convening the Annual General Meeting contains the proposal for ratification of the remuneration payable to the Cost Auditors. The cost records as specified by the central government under subsection (1) of section 148 of the Companies Act, 2013, are made and maintained

by the Company. However filing of cost report for the FY 2022-23 and 2023-24 are pending.

Internal Audit and Internal Financial Controls

The in-house internal Audit team is responsible for assurance with regard to the effectiveness, accuracy and efficiency of the internal control systems and processes in the Company. The company’s audit team is independent, designed to add value and empowered to improve the Company’s processes. It helps the Company accomplish its objectives by bringing a systematic, disciplined approach for evaluating and improving the effectiveness of risk management, control and governance processes.

There are adequate internal financial controls in place with reference to the financial statements. During the year under review, the Internal Audit Department and the Statutory Auditors tested these controls and no significant weakness was identified either in the design or operations of the controls. A report issued by the Statutory Auditors, M/S Sharp Arth & Co, on the Internal Financial Controls forms a part of the Annual Report.

Appointment of Secretarial Auditor

Based on the recommendations of the Audit Committee, the Board of Directors appointed Ms. Bhavika Ghuntla, Proprietor of M/s BYG & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for the FY 2024-25.

POLICY MATTERSNomination and Remuneration Policy

The Nomination and Remuneration Committee of the Board of Directors is responsible for recommending the appointment of the Directors and senior management to the Board of Directors of the Company. The Company has in place a Nomination and Remuneration Policy containing the criteria for determining qualifications, positive attributes and independence of a Director and policy relating to the remuneration for the Directors, key managerial personnel and senior management personnel of the Company.

The Committee also postulates the methodology for effective evaluation of the performance of Individual Directors, committees of the Board and the Board as a whole which should be carried out by the Board and Committee and reviews its implementation and compliance. The Nomination and Remuneration Policy is available under the investor tab on the Company’s website: www.kardaconstruction.com. The extract of policy is reproduced in Annexure II to this report.

Risk Management Framework

The Company has developed and implemented a risk management framework detailing the various internal and external risks faced by the Company and methods and procedures for identifying, monitoring and mitigating such risks.

The risk management function is supporting the internal control mechanisms of the Company and supplements internal and statutory audit functions.

There was no offence or fraud that needs to be reported by the Statutory Auditors as per Section 143 (12) of the Companies Act.

Whistle Blower Policy/ Vigil Mechanism

The Company’s Whistle Blower policy provides a mechanism under which an employee/director of the Company may report unethical behavior, suspected or actual fraud, violation of code of conduct and personnel policies of the Company.

The Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behavior. The Whistle Blower Policy/Vigil Mechanism is available under the investor tab on the Company’s website: www.kardaconstruction.com.

Corporate Social Responsibility Policy

The Company believes that its achievements do not refer only to its growth but are also spread to society. Accordingly, company intends to offer quality education in India. Education and Skilling are the Top Most Priority of the Company.

The Corporate Social Responsibility Policy, as formulated by the Corporate Social Responsibility Committee and approved by the Board of Directors is available under investor tab on the Company’s website: www.kardaconstruction.com.

In terms of Section 134 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the annual report on the Corporate Social Responsibility activities of the Company is given in Annexure III to this report.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

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

The Company has adopted a policy for the prevention and redressal of sexual harassment at the workplace. Pursuant to the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at the workplace. No complaints were received by the Company during the year under review.

CORPORATE GOVERNANCE

In accordance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance forms part of this report.

A certificate from Mrs. Gajara Shah, Practicing Company Secretary affirming compliance with the various conditions of Corporate Governance in terms of the Listing Regulations is given in Annexure IV to this report.

CODE OF CONDUCT

The Company has laid down a code of conduct for the Directors as well as for all senior management of the Company. As prescribed under Regulation 17 of the Listing Regulations, a declaration signed by the Chairman and Managing Director affirming compliance with the code of conduct by the Directors and senior management personnel of the Company for financial year 2023-2024 forms part of the Corporate Governance Report.

DISCLOSURE ON CONFIRMATION WITH SECRETARIAL STANDARDS

The Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India have been complied with pursuant to the Companies Act, 2013 and the rules made thereunder.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirements of the Listing Regulations, the analysis by Management and discussion is presented in a separate section of the Annual Report titled as ‘Management Discussion and Analysis Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under section 186 of the Companies Act,2013 appear in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

During the year, the Company did not enter into any contract / arrangement / transaction with a related party which can be considered as material in terms of the policy on related party transactions laid down by the Board of Directors. Related party transactions, if any, pursuant to the Listing Regulations were approved by the Audit Committee from time to time prior to entering into the transactions. The related party transactions undertaken during financial year 2023-2024 are detailed in the Notes to Accounts of the Financial Statements.

Further, during the year under review, there were no contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013. Therefore, there is no requirement to report any transaction in Form AOC- 2 in terms of Section 134 of the Companies Act, 2013 and the rules made thereunder.

Remuneration Details of Directors, Key Managerial Personnel and Employees Details of the remuneration of Directors, key managerial personnel and the statement of employees in receipt of remuneration exceeding the limits prescribed under Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure V to this report.

ADDITIONAL INFORMATION TOSHAREHOLDERS

All important and pertinent investor information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Company’s website (www.kardaconstruction.com) on a regular basis.

REVISION OF FINANCIAL STATEMENT OR BOARD’S REPORT

The company has not revised its financial statements or boards report in last three financial years, with reference to section 131 of the Companies Act,2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS

RELATE AND THE DATE OF THE REPORT

There have been no material changes affecting the financial position of the company taken place between the end of the financial year of the company to which financial statements relate and the date of the report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters under the Companies Act,2013 and SEBI Regulations either on account of absence of any transaction or inapplicability of provisions:

Disclosure pursuant to Section 43(1) read with Rule 4(4) of Companies (Share Capital and Debentures) rules,2014 regarding issue of equity shares with differential rights.

Details of any scheme providing money for the purchase of shares of the Company by Employees for the benefit of Employees.

Regulation 32 (4) of SEBI LODR Regulations regarding explanation for the variation in utilization of money raised by public issue.

Issue of shares (including sweat equity shares) to employees of the company under any scheme.

Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

FOR AND ON BEHALF OFTHE BOARD OF KBC GLOBAL LIMITED


Mar 31, 2023

The Directors have pleasure in presenting the 16th Annual Report together with audited statement of accounts of the Company for the year ended on 31st March 2023.

FINANCIAL HIGHLIGHT

The financial performance of your Company for the year ended March 31, 2023 is summarized below: -

(Amounts in Lakhs)

Particulars

Standalone

Consolidated

2022-2023

2021-2022

2022-2023

2021-2022

Total Revenue

10,872.40

11,131.80

12,065.73

11,131.80

Total Expenses

11144.52

7296.35

11181.17

7296.35

Earnings before interest and tax

(272.12)

3,835.44

884.56

3835.45

Finance Cost

1,223.53

1,430.47

1,223.53

1,430.47

Depreciation

13.15

12.45

13.15

12.45

Profit Before Tax

(1508.80)

2,392.52

(352.12)

2,392.52

Exceptional Items-Loss by fire

-

-

-

-

Tax Expenses:

Current Tax

-

664.29

664.29

Deferred Tax

2.12

2.89

2.12

2.89

Net Profit for the Period

(1510.92)

1725.34

(354.24)

1,725.34

Items that will not be subsequently reclassified to profit or loss

(8.10)

(8.10)

(8.10)

(8.10)

Total Comprehensive Income for the period

(1519.02)

1717.47

(362.34)

1,717.24

Earnings per share (EPS)*(Face value of ? 1 each)

Basic EPS

(0.23)

2.79

(0.05)

0.28

Diluted EPS

(0.23)

2.79

(0.05)

0.28

Standalone Financial Statements

During the Financial Year 2022-2023, revenue from operations is ? 10,818.56 Lakhs as compared to ? 10,164.52 Lakhs during the previous year. Company has incurred loss for the financial year of ? (1,519.02) Lakhs as compared to profit of ? 1717.47 Lakhs of previous year.

The financial statements of the Company for the year ended 31st March, 2023 have been disclosed as per Schedule III to the Companies Act, 2013.

Consolidated Financial Statement

The reporting on the performance and financial position of the Subsidiary company in the Board''s Report in accordance with section 129(3) of the Companies Act, 2013 and the Indian Accounting Standard (Ind AS) 110 is applicable and forms the part of this Annual report.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES /JOINT VENTURE/ ASSOCIATE COMPANY:

The Board has reviewed the affairs of its subsidiary company. Pursuant to Section 129(3) of the Companies Act, 2013 and Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company’s subsidiaries/ joint ventures/ associate companies of the Company, bringing out the highlights of their performance, in the prescribed form Form AOC - 1 which appears at “Annexure I” to this report. Details pertaining to the subsidiary of the Company is provided in the notes to the Consolidated Financial Statements.

The Audited Financial Statements of Company’s subsidiary for the financial year ended 31st March, 2023 are available on the web link www.kardaconstruction.com and the same are also available for inspection at the Registered Office of the Company as per the details mentioned in the notice of the Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same, subject to compliance of the applicable provisions of the Companies Act, 2013.

Reserves

The company does not propose to carry any amounts to any reserves. (Previous year : Nil)

Dividend

The company did not declare any dividend for financial year 2022-2023 (Previous Year : Nil).

There has been no transfer of unclaimed or unpaid dividend to investor education and protection fund, as there are no unclaimed or unpaid dividends.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure requirements Regulations, 2015 (“Listing Regulations”) the dividend distribution policy has voluntary adopted by the Company.

Deposits

The company has neither accepted nor renewed any deposits under chapter V of the Companies Act, 2013. Also, there are no deposits which remained unpaid or unclaimed as at the end of the year. The question of default in repayment of deposits or payment of interest thereon did not arise during the year. There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

BUSINESS AND OPERATIONS Business Overview

The Company is operating majorly in the following two segments:

• Construction and development residential and commercial projects

• Contractual projects

A summary of completed and ongoing projects as on March 31, 2023 has been detailed in the Management Discussion and Analysis Report titled ‘Management Report’ forming part of the Annual Report.

Change in the nature of business

During the financial year there were no changes in the nature of business of the company.

Operational Overview

During the year under review, the Company handed over total 90 units with area of 95033 square feet of its ongoing residential and residential cum commercial projects.

Subsidiaries, Associate Companies, Joint Venture Companies

As on March 31, 2023, the Company has one Wholly-owned subsidiary and one step down subsidiary. As per the provisions of the Companies Act, 2013 there are no associates or joint venture companies of the Company. Further, there are no companies which have ceased to be subsidiaries, associate companies or joint venture companies during the financial year.

The Company has formulated a policy for determining material subsidiaries. The Policy may be accessed at www.kardaconstruction.com.

CHANGE IN NAME

The Company have approved change of name of the company from Karda Constructions Limited to KBC Global Limited w.e.f. September 14, 2021. of

ALTERATION OF OBJECT CLAUSE OF THE MEMORANDUM

There has been no change in the object clause of Memorandum of Association during the year.

SHARE CAPITAL RELATED MATTERSShare Capital

As on March 31,2023 the Authorised Share capital of the company was ?350,00,00,000/- (Rupees Three Hundred Fifty Crores Only) comprising of 350,00,00,000 (Three Hundred Fifty Crores) equity shares of ?1/- each (Rupees One Only). While the paid up share capital of the company was ? 66,56,77,941/-(Rupees Sixty Six Crores Fifty Six Lakhs Seventy Seven Thousand Nine Hundred Forty one only) comprising of 66,56,77,941 (Sixty Six Crores Fifty Six Lakhs Seventy Seven Thousand Nine Hundred Forty one ) equity shares of ? 1/-each (Rupees One Only).

ALTERATION OF CLAUSE V OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

During the year company has altered clause V of the Memorandum of Association as follows:

The Company has increased its Authorised Share Capital from ? 100,00,00,000/-(Rupees One Hundred Crores only) consisting of 100,00,00,000 (One Hundred Crores) Equity Shares of Re. 1/- (Rupee One) each to Rs. 350,00,00,000/- (Rupees Three Hundred and Fifty Crores only) divided into 350,00,00,000 (Three

Hundred and Fifty Crores) Equity Shares of Re. 1/- (Rupee One only) each.

SUB-DIVISION OF SHARES

No sub-division of shares during the year.

KBC Global Limited is a public limited company and its equity shares are listed on the National Stock Exchange of India Limited and BSE Limited.

Bonus issue, rights issue, private placements etc.

During the financial year, the company has issued and allotted 950 Foreign Currency Convertible Bonds (FCCBs) of US$ 100,000 each to Global Focus Fund on private placement basis through International offering, listed on Afrinex exchange Mauritius for Business expansion by WOS based in UAE. Further in Month of February, 2023, the Company has converted 21 FCCBs in to equity shares and allotted 5,06,77,941 (Five Crores Six Lakhs Seventy Seven Thousand Nine Hundred Forty one) equity shares and pursuant to same paid up capital of the Company stands increase to ? 66,56,77,941/- (Rupees Sixty Six Crores Fifty Six Lakhs Seventy Seven Thousand Nine Hundred Forty one only) comprising of66,56,77,941 (Sixty Six Crores Fifty Six Lakhs Seventy Seven Thousand Nine Hundred Forty one ) equity shares of ? 1/-each (Rupees One Only).

No bonus shares or Rights were issued during the year.

Equity shares with differential voting rights

The company has not issued equity shares with differential voting rights during the year.

Employees stock options

The company has not provided any stock option scheme to the employees.

Buy-back of securities

The company has not bought back any of its securities during the year.

Sweat equity shares

The company has not issued any sweat equity shares during the year.

BOARD DIRECTORSComposition of the Board of Directors

The management of the Company is immensely benefitted from the guidance, support and mature

advice from members of the Board of Directors who are also members of various committees. The Board consists of directors possessing diverse skill, rich experience to enhance quality of its performance. The Company has adopted a Policy on Board Diversity formulated by the Nomination and Remuneration Committee. The Company’s

Remuneration Policy has laid down a framework for

remuneration of Directors (Executive and Non- Executive), Key Managerial Personnel and Senior Management Personnel. These Policies are available on the Company’s website at www.kardaconstruction.com. The

Company has formulated policy on Succession Planning for Directors and Key Managerial Personnel for continuity and smooth functioning of the Company.

Woman Director

In accordance with the provisions of second proviso to sub-section 1 of Section 149 of the Companies Act, 2013 read with rule 3 of the companies (Appointment and Qualification of Directors) rules, 2014,

and Regulation 17 of (Listing Obligations and Disclosure Requirements)

Regulations, 2015 and Section 149(6) read with section 161(1) of the companies act the company has appointed Mrs. Ziral Pankajkumar Soni (DIN:09213763) as a Women Non-Executive Independent director on the board with effect from 25th October, 2021.

Independent Directors

Following are the Non-Executive

Independent directors for complying with the provisions of section 149 of the Companies Act, 2013 read with rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 appointed on board:

Mrs. Ziral Pankajkumar Soni (DIN:09213763)

Mr. Rahul Kishor Dayama (DIN: 07906447)

Mr. Sandeep Ravindra Shah (DIN: 06402659)

Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 (“the Act”), the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. During the year the Company has passed the special resolution for re-appointment of Mr. Rahul Dayama and Mr. Sandeep Shah as the Independent Directors for their second term.

Meetings of the board

17 (Seventeen) Board Meetings were held during the Financial Year. The details of the Board and various Committee

meetings are given in the Corporate Governance Report.

The intervening gap between the meetings was within the period prescribed under section 173 of the Companies Act, 2013, read with Companies (Meetings of Board and its Powers) Rules, 2014, relevant circulars, notifications, orders and amendments thereof.

Re-appointment of Directors Retiring by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Manohar Karda, Whole-time Director (DIN: 01808564) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

The Board of Directors based on the recommendations of the Nomination and Remuneration Committee, have recommended the re-appointment of Mr. Manohar Karda, Whole-time Director (DIN: 01808564), Director retiring by rotation.

CHANGE IN DIRECTORS

There has been no change in Directors during the year.

Performance Evaluation

The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its various Committees for the Financial Year 2022-23. The evaluation was conducted on the basis of a structured questionnaire which comprises performance criteria such as performance of duties and obligations, independence of judgement, level of engagement and participation, attendance of directors, their contribution in enhancing the Board’s overall effectiveness, etc. The Board has

expressed their satisfaction with the process. The observations made during the evaluation process were noted and based on the outcome of the evaluation and feedback of the Directors, the Board and the management agreed on various action points to be implemented in subsequent meetings.

The evaluation process endorsed cohesiveness amongst directors, smooth communication between the Board and the management and the openness of the management in sharing the information with the Board and placing various proposals for the Board’s consideration and approval. The Independent Directors met on November 26,2022 without the presence of other directors or members of Management.

All the Independent Directors were present at the meeting. In the meeting, the independent directors reviewed performance of Non-Independent Directors, the Board as a whole and Chairman. They assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

The Independent Directors expressed satisfaction over the performance and effectiveness of the Board, individual Non Independent Directors and the Chairman. The Independent Directors also expressed improvement in the flow of information between the company management and the Board. The Independent Directors played active role in the committee meetings including Audit Committee. The Board adopted the evaluation done by the Independent Directors as well.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the requirement of Section 134 of the Companies Act, 2013, the Board of Directors of the Company confirms:

i. In the preparation of the annual accounts for the financial year ended 31st March,2023 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That 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 and of the profit/loss of the Company for the year ended 31st March, 2023.

iii. That the Directors have taken sufficient and proper 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 material fraud and other irregularities.

iv. That the Directors have prepared the Annual Accounts on a going concern basis.

v. There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of the report.

vi. There are proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

vii. That 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.

viii.Based on the framework of internal financial controls and compliance systems established and maintained by 2013 the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-2023.

KEY MANAGERIAL PERSONNEL

There was no change

(appointment/resignation) in the Key Managerial Personnel namely, Managing Director, Whole-time Director, the Chief Financial Officer and the Company Secretary of the Company during the financial year.

DISCLOSURES AS PER THE SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014

Conservation of Energy, Technical Absorption and Foreign Exchange Earnings and Outgo The information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is as follows:

a. The Company has no activity involving conservation of energy or technology absorption.

b. The Company does not have any Foreign Exchange Earnings.

c. The Company does not have any Foreign Exchange outgo.

AUDIT RELATED MATTERS Audit Committee

The Audit Committee comprised of following directors:

Sr.

No.

Name of

Committee

members

Category

1.

Mr. Rahul Kishor Dayma

Non

Executive,

Independent

Director,

Chairperson

2.

Mr. Naresh Jagumal Karda

Executive

Director,

Member

3.

Mrs. Ziral

Pankajkumar

Soni

Non

Executive-

Independent

Director,

Member

Statutory Auditors

At the Eleventh General Meeting held on 29th September, 2018, the members appointed M/S Sharp Arth & Co, (Formerly known as M/S JPL & Associates) Chartered Accountants (Firm Registration No.132748W), as Statutory Auditors of the Company for a period of 5 years from the conclusion of the Eleventh Annual General Meeting until the conclusion of the Sixteenth Annual General Meeting.

The Board recommended the reappointment of M/S Sharp Arth & Co, (Formerly known as M/S JPL & Associates) Chartered Accountants (Firm Registration No.132748W), as Statutory Auditors of the Company for a period of 5 years with effect from the date of this AGM.

The Statutory Auditors expressed an unmodified opinion in the audit reports with respect to audited financial

statements for the financial year ended March 31, 2023.

The auditor has not mentioned any disputes pending with revenue authorities in the audit report:

Reporting of Offences involving fraud

The Auditors have not reported any offences involving fraud committed against the company by the officers or employees of the company to the central Government or the board or any other authority, as provided in section 143 (12) of the Companies Act, 2013 read with corresponding rules, circulars, notifications, orders and amendments thereof.

Secretarial Audit

Secretarial Audit of the Company for the year ended March 31, 2023 was conducted by Mrs. Gajara Shah (Mem No. 37875, COP No 22522) of M/S G K Shah & Associates, Practicing Company Secretary.

The Secretarial Audit Report issued by Mrs. Gajara Shah (Mem No. 37875, COP No 22522) of M/S G K Shah & Associates, in accordance with the provisions of Section 204 of the Companies Act, 2013 is provided separately in the Annual Report in Annexure II. With reference to observation given in point no 1 and 6 of the secretarial audit report, the Board has informed that, due to non-avability of financials of wholly owned subsidiary the delay happened. With reference to point no 2, 3, 4, 7, 8, 10, 11 and 12, the Board has informed that, the Company will ensure that there are no such instance going forward. With reference to point no 5, the Management has informed that, the delay was due to technical error. With reference to point 14 to 16 the company has already made application compounding application with Reserve Bank of India. Cost Audit

Based on the recommendations of the Audit Committee, the Board of Directors has appointed Mrs. Pradnya Chandodkar (Mem. No. 23164), as the Cost Auditors of the company for the financial year 202223 and 2023-24. In terms of Rule 14 of the Companies (Audit and auditors) Rules, 2014, the remuneration payable to the Cost Auditors is subject to ratification by the shareholders of the Company. The Notice convening the Annual General Meeting contains the proposal for ratification of the remuneration payable to the Cost Auditors.

Internal Audit and Internal Financial Controls

The in-house internal Audit team is responsible for assurance with regard to the effectiveness, accuracy and efficiency of the internal control systems and processes in the Company. The company’s audit team is independent, designed to add value and empowered to improve the Company’s processes. It helps the Company accomplish its objectives by bringing a systematic, disciplined approach for evaluating and improving the effectiveness of risk management, control and governance processes.

There are adequate internal financial controls in place with reference to the financial statements.

During the year under review, the Internal Audit Department and the Statutory Auditors tested these controls and no significant weakness was identified either in the design or operations of the controls. A report issued by the Statutory Auditors, M/S Sharp Arth & Co, on the Internal Financial Controls forms a part of the Annual Report.

Appointment of Secretarial Auditor

Based on the recommendations of the Audit Committee, the Board of Directors

appointed Mr. Krushang Shah (Mem No. 42187, COP No 26085) of M/S Krushang Shah & Associates, Practicing Company Secretary as the Secretarial Auditor of the company for the financial year 2023-2024.

Extract of the Annual Return

Pursuant to the provisions of Section 92(3) of the Act, the annual return of the Company as on March 31, 2023 is available on the website of the Company under the investor tab on the Company’s website:www.kardaconstruction. com.

POLICY MATTERSNomination and Remuneration Policy

The Nomination and Remuneration Committee of the Board of Directors is responsible for recommending the appointment of the Directors and senior management to the Board of Directors of the Company. The Company has in place a Nomination and Remuneration Policy containing the criteria for determining qualifications, positive attributes and independence of a Director and policy relating to the remuneration for the Directors, key managerial personnel and senior management personnel of the Company.

The Committee also postulates the methodology for effective evaluation of the performance of Individual Directors, committees of the Board and the Board as a whole which should be carried out by the Board and Committee and reviews its implementation and compliance. The Nomination and Remuneration Policy is available under the investor tab on the Company’swebsite:www.kardaconstructi on.com. The extract of policy is reproduced in Annexure III to this report.

Risk Management Framework

The Company has developed and implemented a risk management

framework detailing the various internal and external risks faced by the Company and methods and procedures for identifying, monitoring and mitigating such risks.

The risk management function is supporting the internal control mechanisms of the Company and supplements internal and statutory audit functions.

Whistle Blower Policy/ Vigil Mechanism

The Company’s Whistle Blower policy provides a mechanism under which an employee/director of the Company may report unethical behavior, suspected or actual fraud, violation of code of conduct and personnel policies of the Company. The Company’s Vigil Mechanism and Whistle Blower Policy entitle its Directors and employees to also report the instances of leak or suspected leak of Unpublished Price Sensitive Information.

The Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behavior. The Whistle Blower Policy/Vigil Mechanism is available under the investor tab on the Company’s website: www.kardaconstruction.com.

Corporate Social Responsibility Policy

The Company believes that its achievements do not refer only to its growth but are also spread to society. Accordingly, company intends to offer quality education in India. Education and Skilling are the Top Most Priority of the Company.

The Corporate Social Responsibility Policy, as formulated by the Corporate Social Responsibility Committee and approved by the Board of Directors is available under investor tab on the C ompany ’ sweb site :www.kardaconstructi on.com.

In terms of Section 134 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the annual report on the Corporate Social Responsibility activities of the Company is given in Annexure IV to this report.

SIGNIFICANT OR MATERIAL ORDERS PASSED BYREGULATORS/COURTS

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

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

The Company has adopted a policy for the prevention and redressal of sexual harassment at the workplace. Pursuant to the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at the workplace. No complaints were received by the Company during the year under review.

CORPORATE GOVERNANCE

In accordance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance forms part of this report.

A certificate from Mr. Krushang Shah, Practicing Company Secretary affirming compliance with the various conditions of Corporate Governance in terms of the

Listing Regulations is given in Annexure V to this report.

CODE OF CONDUCT

The Company has laid down a code of conduct for the Directors as well as for all senior management of the Company. As prescribed under Regulation 17 of the Listing Regulations, a declaration signed by the Chairman and Managing Director affirming compliance with the code of conduct by the Directors and senior management personnel of the Company for financial year 2022-23 forms part of the Corporate Governance Report.

DISCLOSURE ON CONFIRMATION WITH SECRETARIAL STANDARDS

The Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India have been complied with pursuant to the Companies Act, 2013 and the rules made thereunder.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirements of the Listing Regulations, the analysis by Management and discussion is presented in a separate section of the Annual Report titled as ‘Management Discussion and Analysis Report’.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 appear in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

During the year, the Company did not enter into any contract / arrangement / transaction with a related party which can be considered as material in terms of the policy on related party transactions laid

down by the Board of Directors. Related party transactions, if any, pursuant to the Listing Regulations were approved by the Audit Committee from time to time prior to entering into the transactions. The related party transactions undertaken during financial year 2022-23 are detailed in the Notes to Accounts of the Financial Statements.

Further, during the year under review, there were no material contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013. Therefore, there is no requirement to report any transaction in Form AOC- 2 in terms of Section 134 of the Companies Act, 2013 and the rules made thereunder.

Remuneration Details of Directors, Key Managerial Personnel and Employees Details of the remuneration of Directors, key managerial personnel and the statement of employees in receipt of remuneration exceeding the limits prescribed under Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure VI to this report.

ADDITIONAL INFORMATION TO SHAREHOLDERS

All important and pertinent investor information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Company’s website (www.kardaconstruction.com) on a regular basis.

REVISION OF FINANCIAL STATEMENT OR BOARD’S REPORT

The company has not revised its financial statements or boards report in last three

financial years, with reference to section 131 of the Companies Act,2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS

RELATE AND THE DATE OF THE REPORT

The Company has made following allotments from closure of financial year to till date:

Date of allotment

No of

shares

allotted

No of allottees

Details of allotment

May

30,2023

7,13,95,112

24

Allotment of Equity shares allotted at ? 2.66/- each

with face

value of ? 1/-and premium of ?1.66/- per share on preferential basis

June

7,2023

3,65,40,000

1

Allotment of Equity shares was made against the conversion of 15FCCBs

June

20,2023

30153142

Allotment of Equity shares allotted at ? 3.50/- each with face value of ? 1/-and premium of ?2.50/- per share on preferential basis

June

21,2023

36167647

1

Allotment of Equity shares was made against the conversion of 15FCCBs

Except above, there have been no material changes affecting the financial position of the company taken place between the end

of the financial year of the company to which financial statements relate and the date of the report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters under the Companies Act,2013 and SEBI Regulations either on account of absence of any transaction or inapplicability of provisions:

Disclosure pursuant to Section 43(1) read with Rule 4(4) of Companies (Share Capital and Debentures) rules,2014 regarding issue of equity shares with differential rights.

Details of any scheme providing money for the purchase of shares of the Company by Employees for the benefit of Employees.

Receipt of any commission from the Company or remuneration from any of its subsidiaries by the Managing Director or the Wholetime Director of the Company as per section 197(14) of the Companies Act, 2013.

Revision in the financial statements (apart from regrouping adjustments) or directors’ report in any of the three preceding financials years.

Regulation 32 (4) of SEBI LODR Regulations regarding explanation for the variation in utilisation of money raised by public issue.

Issue of shares (including sweat equity shares) to employees of the company under any scheme.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

There was no instance of onetime settlement with any Bank or Financial Institution.


Mar 31, 2018

The Members,

The Directors have pleasure in presenting the 11 th Annual Report together with audited statement of accounts of the Company for the year ended on 31 st March 2018.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31,2018 is summarized below:-

(Amounts in Lakhs)

Particulars

2017-18

2016-17

Turn Over

13455

10984

Expenses

9567

7912

Earnings before interest and tax

3883

3072

Finance Cost

1971

1827

Depreciation

30

27

Profit Before Tax

18,82

1218

Tax Expenses:

Current Tax

583

430

Deferred Tax

-2

0

Profit after Tax

13,01

788

Earnings per share (EPS)

Basic EPS

12.77

7.88

Diluted EPS

12.77

7.88

CONSOLIDATED FINANCIAL STATEMENT

This statement is prepared on the basis of the standalone financial statements of the Company. Accordingly the reporting on the performance and financial position of the Subsidiaries, associates and joint venture companies in the Board’s Report in accordance with section 129(3) of the Companies Act, 2013.

PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Company for the year ended 31 st March, 2018 have been disclosed as per Schedule III to the Companies Act, 2013.

STATE OF COMPANY’S AFFAIRS Company Status

The company was incorporated in Nashik, India under the Companies Act, 1956 on 17th September, 2007, as an Indian non-Govemment Company limited by shares.

Presently company is an Indian non-Govemment, Public Limited Company limited by shares.

The company with intention to list its securities on main board of exchanges, issued 43,00,000 equity shares off acevalue of Rs.10 each( the”equity shares”) of( our”company”or”issuer”) comprising of a fresh issue of 23,00,000 equity shares and an offer for sale of up to 20,00,000 equity shares by Mr.Naresh Karda (the promoter selling shareholder”) through Initial Public offer.

After completion of due procedure, company’ ssecurities got listed on NSE and BSE and trading of such securities started w.e.f 2nd April,2018.

Hence, the company’s status has been changed from unlisted to Listed Company.

Share Capital Present Share Capital

At present the Authorised Share capital of the company is Rs.14,00,00,000/-(Rupees Fourteen Crores Only) comprising of 1,40,00,000 (One Crore Forty Lakhs) equity shares of Rs.10/- each (RupeesTen Only). While the paid up share capital of the company is Rs.12,30,00,000/- (Rupees Twelve Crores Thirty Lakhs) comprising of 1,23,00,000 (One Crore Twenty three lakhs) equity shares of Rs.10/- each (Rupees Ten Only).

Bonus issue, rights issue, private placements etc

- During the financial year, the company with view to capitalise profit with approval of members sought in Extraordinary general meeting held on 24th July, 2017 issued bonus shares in proportion of 1 (One) equity share for every 9( Nine) existing equity share held by the Members.

Further, the company has not issued and allotted securities by way of private placement.

Equity shares with differential voting rights

- The company has not issued equity shares with differential voting rights during the year.

Employees stock options

- The company has not provided any stock option scheme to the employees.

Buy-back of securities

- The company has not bought back any of its securities during the year.

Sweat equity shares

- The company has not issued any sweat equity shares during the year.

SUBSIDIARIES, ASSOCIATE COMPANIES, JOINT VENTURE COMPANIES

There are no subsidiaries, associate companies or joint venture companies of the company as on the date of the close of the financial year.

Further, there are no companies which have become or ceased to be subsidiaries, associate companies or joint venture companies during the financial year.

PRINCIPAL BUSINESS ACTIVITY

The Principal Business activity of the Company Includes to carry on the business of promoters, developers, engineers, contractors and builders of and to purchase, sell, resell, give or take on lease or rent, layout, construct, build, erect, demolish, re-erect, alter, repair, remodel, commercial, industrial premises and residential houses of every type, housing societies, flat scheme, apartment .commercial buildings, offices, factories, warehouses, shops, go downs, farmhouses, markets, schools, hotels, motels, theatres, hospitals, recreation centers and to undertake all types of contract entailing Build Operate Transfer(BOT) or Build Operate Lease Transfer(BOLT) of roadways, national highways, bridges, flyovers, sewers, canals, docks, wells, springs, dams racecourses, watercourses, reclamation, water parks, irrigation schemes, entertainment complex., industrial complexes, harbours, power plants, reservoirs, embankments and/or of construction, structural or architectural work of any kind whatsoever in India or Abroad and for that purpose to acquire, purchase, assets, liabilities, shares of any company, firm, corporation engaged in similar business and to develop land, buildings and other properties.

REVIEW OF BUSINESS OPERATIONS

The company has generated revenues from its principal business activities amounting to Rs. 12,679 Lakhs during the current financial year, as compared to Rs. 10,587 Lakhs during the previous financialyear.

Your directors hereby report that the company has earned profit of Rs. 1305 Lakhs for the current financial year, as compared to the profit of Rs. 791 Lakhs in the previous financial year.

FUTURE OUTLOOK

The core business activities of the company are Real Estate Development -Residential Projects and Residential Projects cum office space and Construction Contracts.

Company has registered total 16 projects on MAHARERA site after the implementation of Real Estate (Regulation and Development) Act, 2016.

Company’s all Ongoing and Upcoming Projects are concentrated in and around Nashik. Familiarity and experience of markets in and around Nashik will be helpful to expand our business.

After considering present demand in market, we have decided to aim at capturing the market by concentrating more on affordable housing. With this company will try to promote economic andsocial integration while buildingcommunity.

The Company launched project Hari Sanskruti Phase II consisting 420 flats under the brand of ‘Capsule Homes’ during the year. Company will focus on marketing of such project and making quality homes available for buyers from all income groups.

The company has recently entered into field of Construction work for Government contract. The company has undertaken work of following work of few Government projects as stated bellow:

-28 Single Bedroom Flats in Sector-I at Ponda -Construction of 16 Duplex Bungalows in Sector S at Ponda

-Construction of Market Complex cum Community Centre & Public Health Engineering (PHE) Works for Residential Building at Zuarinagar *

- Construction of a 100 bed civil hospital in Nashik With this, company intends to diversify the business by venturing into work of construction contracts.

The company is focusing on the long term growth opportunities that the sector offers. The company concentrates on building long term relationships based on integrity, performance, value and client satisfaction.

The company will try to meet on continuous basis the changing needs of clients by delivering quality sen/ices. The company intends continue to carry on to use a knowledge-based approach from internal and external sources in making land acquisition, development and lease/sales decisions for future development.

CHANGE IN THE NATURE OF BUSINESS

During the financial year there were no changes in the nature of business of the company.

RESERVES

The company does not propose to carry any amounts to any reserves.

DIVIDEND

Considering the operating environment in the standalone business and in view to conserve resources for the year, no dividend is permitted to be paid to the Members for Fiscal 2017, as per the Companies Act, 2013 (“the Act”) and the Rules framedthereunder.

Further, the board has not declared any interim dividend during the financial year.

There has been no transfer of unclaimed or unpaid dividend to investor education and protection Hind, as there are no unclaimed or unpaid dividends. Accordingly, the provisions of section 125 (2) of the Companies Act, 2013 do not apply to thecompany.

DEPOSITS

The company has neither accepted nor renewed any deposits under chapter V of the Companies Act, 2013. Also, there are no deposits which remained unpaid or unclaimed as at the end of the year. The question of default in repayment of deposits or payment of interest thereon did not arise during the year.

There are no deposits which are not in compliance with the requirements of chapter V of the Companies Act, 2013.

DIRECTORS Board of Directors

The Company is managed by well- qualified professionals. All directors are suitably qualified, experienced and competent. The members of the Board of Directors are persons with considerable experience and expertise in Audit, Accounts, Finance, Administration and Marketing. The Company is benefitted by the experience and skills of the Board of Directors. The Independent Directors have made disclosures to the Board confirming that there are no material, financial and/or commercial transactions between them and the company which could have potential conflict of interest with the company at large. The Company has a Code of Conduct for Directors and Senior Management personnel. The code is available on the official website of the www.kardaconstnjction.in.

Composition of board and changes therein The Board of directors is duly constituted and consists of the following directorsnamely:

SrNo.

Name of the Director

DIN

Designation

1

Naresh Jagumal Karda

01741279

Managing Director

2

Disha Naresh Karda

06424475

Director

3

Manohar Jagumal Karda

01808564

Whole time director

4

ShwetaRayuTolani

07575484

Non- Executive IndependentDirector

5

Rahul Kishor Dayama

07906447

Non- Executive IndependentDirector

6

Sandeep Ranindra Shah

06402659

Additional Non- Executivelndependent Director.

During the financial year, Mr. Kishor Karda (DIN: 07763592) and Mr. Rahul Kanayalal Kalani, (DIN: 07763592), appointed as Additional Non - Executive Independent Director submitted their resignations letters from directorship dated 29th June, 2017. The board accepted the same and took the note of the same in the board meeting held on June 30,2017.

Also Mr. Mohanlal Gurnani, Non Executive Independent Director, ceased to be the director of the company w.e.f. February 16, 2018 due to disqualification pursuant to section 164(2) (a) of the Companies Act, 2013.

Responsibilities & Functions of Board of Directors

The Board of Directors of the listed entity shall have the following responsibilities:

Disclosure of information:

A.Members of Board of Directors and key managerial personnel shall disclose to the Board of directors whether they, directly, indirectly, or on behalf of third parties, have a Material interest in any transaction or matter directly affecting the listed entity.

B. The Board of Directors and senior management shall conduct themselves so as to meet the expectations of operational transparency to stakeholders while at the same time maintaining confidentiality of information in order to foster a culture of good decision-making.

Key functions of the Board of Director

a) Reviewing and guiding corporate strategy, major plans of action, risk policy, annual budgets and business plans, setting performance objectives, monitoring implementation and corporate performance, and overseeing major capital expenditures, acquisitions anddivestments.

b) Monitoring the effectiveness of the listed entity’s governance practices and making changes as needed.

c) Selecting, compensating, monitoring and, when necessary, replacing key managerial Personnel and overseeing successionplanning.

d) Aligning key managerial personnel and remuneration of board of directors with the longer term interests of the listed entity and itsshareholders.

e) Ensuring a transparent nomination process to the board of directors with the diversity of thought, experience, knowledge, perspective and gender in the board ofDirectors.

1) Monitoring and managing potential conflicts of interest of management, members of the Board of Directors and shareholders, including misuse of corporate assets and abuse in related party transactions.

g) Ensuring the integrity of the listed entity’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for risk management, financial and operational control, and compliance with the law and relevant standards.

h) Overseeing the process of disclosure andcommunications.

i) Monitoring and reviewing Board of Director’s evaluationframework.

Other responsibilities

a) The Board of Directors shall provide strategic guidance to the listed entity, ensure effective monitoring of the management and shall be accountable to the listed entity and theshareholders.

b) The Board of Directors shall set a corporate culture and the values by which executives throughout a group shallbehave.

c) Members of the Board of Directors shall act on a Hilly informed basis, in good faith, with due diligence and care, and in the best interest of the listed entity and theshareholders.

d) The Board of Directors shall encourage continuing directors training to ensure that the members of Board of Directors are keptup-to-date.

e) Where decisions of the Board of Directors may affect different shareholder groups differently, the Board of Directors shall treat all shareholdersfairty.

f) The Board of Directors shall maintain high ethical standards and shall take into account the interests ofstakeholders.

g) The Board of Directors shall exercise objective independent judgment on corporateaffairs.

h) The Board of Directors shall consider assigning a sufficient number of non- executive members of the Board of Directors capable of exercising independent judgment to tasks where there is a potential for conflict ofinterest.

i) The Board of Directors shall ensure that, while rightly encouraging positive thinking, these do not result in over-optimism that either leads to significant risks not being recognized or exposes the listed entity to excessiverisk.

j) The Board of Directors shall have ability to ‘step back’ to assist executive management by challenging the assumptions underlying: strategy, strategic initiatives (such as acquisitions), risk appetite, exposures and the key areas of the listed entity’sfbcus.

k) When committees of the Board of Directors are established, their mandate, composition and working procedures shall be well defined and disclosed by the Board ofDirectors.

I) Members of the Board of Directors shall be able to commit themselves effectively to their responsibilities.

m) In order to fulfill their responsibilities, members of the Board of Directors shall have access to accurate, relevant and timelyinfbrmation.

n) The Board of Directors and senior management shall facilitate the independent Directors to perform their role effectively as a member of the Board of Directors and also a member of a committee of Board ofDirectors.

Meetings of the board

During FY 2017-2018, twenty eight meetings of the Board of Directors were held on the following dates: April 3,2017; April 17,2017; April 25,2017; May1,2017; June 10,2017;June 19,2017; June 30,2017; July 7,2017; July 24,2017;August 4,2017; August 28,2017; August 30,2018; September 27,2017; November 28,2017, December 1,2017; December 26,2017; January 5,2018, January 17,2018; January 22,2018; February 1,2018;February 15,2018; February 16,2018; February 17,2018;March 5,2018; March 6,2018; March 22,2018; March 27,2018 and March 31,2018.

Name of Director

Director Identification Number

Director Identification Number

Board

Meetings

Whether attended AGM

Held

Attended

Naresh Jagumal Karda

01741279

Chairman & Managing Director

28

28

Yes

Manohar Jagumal Karda

01808564

Whole Time Director

28

28

Yes

Disha Naresh

06484475

Director

28

28

Yes

Shweta Raju Tolani

07575484

Non Executive Independent Director

28

24

Yes

Rahul Kishor Dayama

07906447

Non Executive Independent Director

28

5

NA

Sandeep Ravindra Shah

06402659

Additional Non Executive Independent Director

28

5

NA

Notes:

1. Rahul Dayama was appointed as Non Executive Independent Director with effect from August 30th, 2017.

2. Sandeep Shah was appointed as Additional Non Executive Independent Director with effect from February 16,2018.

The intervening gap between the meetings was within the period prescribed under section 173 of the Companies Act, 2013, read with Companies (Meetings of Board and its Powers) Rules, 2014, relevant circulars, notifications, orders and amendments thereof.

Woman Director

In accordance with the second proviso o section 149 (1) of the companies act, 2013 read with rule 3 of the companies ( Appointment and Qualification of Directors) rules, 2014, the company is not required to have any woman director on the board, though the company has appointed Mrs. DishaNareshKarda and Mrs. ShwetaRajuTolani on the board.

Independent director

Following are the Non Executive Independent directors for complying with the provisions of section 149of the Companies Act, 2013 read with rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 appointed on board: Mrs.Shweta RajuTolani Mr. Rahul Kishor Dayma Mr. SandeepRavindraShah

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations.

The disclosure in the board’s report regarding reappointment by passing special resolution is not given as no Independent director has been reappointed.

Retirement by rotation

In accordance with article 77 and section 152 of the Companies Act, 2013 Me. ManoharJagumalKarda retires by rotation and being eligible offers himself/herself for appointment.

Directors Remuneration Policy

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration policy, providing criteria for determining qualifications, positive attributes, independence of a Director and a policy on remuneration for Directors, key managerial personnel and other employees. The detailed Remuneration policy is placed on the Company’s website.

Familiarization of Independent Directors

Report on Corporate Governance, which forms a part of this Annual report contains the details of Familiarisation programme for Independent directors to be conducted as per SEBI (LODR) Regulations, 2015, to familiarise them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc.

BOARD EVALUATION

The annual evaluation process of the Board of Directors (“Board”), Committees and individual Directors was carried out in the manner prescribed in the provisions of the Act, Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on January 5,2017 and as per the Corporate Governance requirements prescribed by SEBI Listing Regulations.

The performance of the Board, Committees and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members.

The “NRC” reviewed the performance of the individual Directors, a separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors; performance of the Board as a whole and performance of the Chairman and Managing Director of the Company, taking into account the views of Executive Directors and Non-Executive Directors. Also NRC assessed the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

This was followed by a Board meeting that discussed the performance of the Board, its Committees and individual Directors.

The NRC adopted following aspects as criteria for performance evaluation of the board:

a. Composition of the board

b. Effectiveness of Board processes, information and functioning

c. Effectiveness of Internal control

d. Effectiveness of implementation policies, strategies and business plans by board

The criteria for performance evaluation of Committees of the Board included following aspects:

a. Composition and structure of the Committees

b. Functioning of Committee meetings

c. Contribution to decision of the Board

The criteria for performance evaluation of the individual Directors included following aspects:

a. Contribution to the Board and Committee meetings

b. Attendance for Board and committee meetings

c. Constructive contribution

d. Inputs in meetings integrity etc

e. In addition, the Chairman was also evaluated on the key aspects of his role.

Directors’ Interest In The Company

Sometime, the Company does enter into contracts with companies in which some of the Directors of the Company are interested as director or member. However, these contracts are in the ordinary course of the Company’s business without giving any specific weight age to them. Directors regularly make foil disclosures to the Board of Directors regarding the nature of their interest in the companies in which they are directors or members. Full particulars of contracts entered with companies in which directors are directly or indirectly concerned or interested are entered in the Register of Contracts maintained under Section 189 of the Companies Act, 2013 and the same is placed in every Board Meeting for the noting of the Directors.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the requirement of Section 134 of the Companies Act, 2013, the Board of Directors of the Company confirms:

- In the preparation of the annual accounts for the financial year ended 31st March, 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures.

- That 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 and of the profit and loss of the Company for the year ended 31 st March, 2018.

- That the Directors have taken sufficient and proper 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 material fraud and other irregularities.

- That the Directors have prepared the Annual Accounts on a going concern basis.

- There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of there port.

- There are proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

- That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operatingeffectively.

- Based on the framework of internal financial controls and compliance systems established and maintained by 2013 the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during FY2017-18.

KEY MANAGERIAL PERSONNEL

The following persons were the KMP as on 31 st March, 2018 pursuant to sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) rules,2014.

Sr. No.

Name

Designation

1

Naresh Jagumal Karda

Managing Director

2

Manohar Jagumal Karda

Whole Time Director

3

Anil Chandulal Nahata

Chief Financial Officer

4

Mayura Dinesh Marathe

Company Secretary and Compliance Officer

AUDITORS Appointment/ Re-appointment/ Ratification

The members of the company at annual general meeting held on 4th August, 2017, appointed M/s. Shah &Modi, Chartered Accountants, (Firm Registration Number: 112426W), as the auditors of the company till the conclusion of sixth Annual General meeting to be held in year 2023.

Further, during the year, the notice of resignation dated 1 st December, 2017 was received from M/s. Shah & Modi, Chartered Accountants, (Firm Registration Number: 112426W).

Hence, M/S JPL & Associates, Chartered Accountants (FRN:132748W) was appointed as statutory auditor in the Extra Ordinary General Meeting held on 26th December, 2017 from the conclusion of the meeting till ensuing Annual General Meeting for carrying the audit for financial year2017-2018.

The board recommends appointment of M/s JPL & Associates, Chartered Accountants (FRN:132748W) as Statutory Auditors of ^ the company from ensuing Annual General Meeting till the sixth Annual General Meeting of the company.

Auditors Report

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

Explanation or Comments by the Board on every Qualification, Reservation made by the Auditor

The auditor has mentioned following disputes pending with revenue authorities in the audit report:

Sr. No.

Nature of Statute

Details

Period

Demand Amount

Amount Paid

Forum where dispute is pending

1

Income Tax Act, 1961

Demand u/s 143(3)

AY 2014-15

31.28

4.69

CIT (Appeals)

2

Income Tax Act, 1961

Demand u/s 143(3)

AY 2015-16

203.90

29.48

CIT (Appeals)

3

Sales Tax

Sec 26 of MVAT Act

F Y2012-13

58.46

-

DCST (Appeals)

4

Sales Tax

Sec 26 of MVAT Act

F Y2012-14

14.03

0.78

DCST (Appeals)

The company is in process of repayment of the dues.

Reporting of Offences involving fraud

The Auditors have not reported any offences involving fraud committed against the company by the officers or employees of the company to the central Government or the board or any other authority, as provided in section 143 (12) of the Companies Act, 2013 read with corresponding rules, circulars, notifications, orders and amendments thereof.

INTERNAL FINANCIAL CONTROLS

The company ensures orderly and efficient conduct of its business, including adherence to the company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Company reviews the financials periodically and takes suitable / corrective measures, if necessary.

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

The directors further state that during the year under review, there were no cases filed, pursuant to the Sexual Harassment of Women at Workplace Prevention, Prohibition And Redressal) Act, 2013 and rules made thereunder.

RISK AAANAGEMENT

- The Company has a Risk Management Policy, though the same is not mandatory as per SEBI Listing Regulations, 2015, which has been adopted by the Board of Directors, currently, the Company’s risk management approach comprises of governance, identification & assessment of risk. The risks have been prioritized through a Companywide exercise. Members of Senior Management have undertaken the ownership and are working on mitigating the same through co-ordination among the various departments, insurance coverage, security policy and personal accident coverage for lives of all employees.

- The Company has put in place the risk management framework, which helps to identify various risks cutting across its business lines. The risks are identified and are discussed by the representatives from various functions. Risk Officer will make a presentation periodically on risk management to the Board of Directors and the Audit Committee. The Board and the Audit Committee provide oversight and review the risk Management policy periodically.

- There are no such elements of risk which in the opinion of the board may threaten the existence of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of energy:

- The steps taken or impact on conservation ofenergy:

The company takes efforts to conserve the energy used at offices and work sites by using energy efficient lighting, electric appliances and computers.

The company has not taken any steps for utilizing alternate sources of energy

- The capital investments on energy conservation equipments:

The company has not made any capital investments on energy conservation equipments.

Technology absorption:

- The efforts made towards technology absorption:

The company being engaged in the business of constructions, the company has not made any efforts towards technology absorption.

- The benefits derived like product improvement, cost reduction, product development or import substitution:

Not Applicable

- In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

Not Applicable

(a) The details of technology imported:N A.

(b) The year of import:N.A.

(c) Whether the technology has been fully absorbed:N.A.

(d) If not Hilly absorbed, areas where absorption has not taken place, and the reasons thereof: N.A.

- The Expenditure incurred on research and development:

Not Applicable

Foreign exchange earnings and outgo:

The foreign exchange earned in terms of actual inflows during the year and the foreign exchange outgo during the year in terms of actualoutflows:

EXTRACT OF THE ANNUAL RETURN

The extract of annual return in accordance with section 134 (3) (a) read with section 92 (3) and rule 12 of Companies (Management and Administration) Rules, 2014, in the form MGT-9 is furnished in Annexure II and attached to this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements made with related parties made pursuant to section 188 of the Companies Act, 2013, in form AOC-2 are given in Annexure IV.

LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY

The details of loan provided by the Company under section 186 of the companies Act, 2013 are as follows: Amount outstanding as at 31 March, 2018 for Loans given is Rs. 3517.95 Lakhs and Corporate Gurantees given is Rs. 4216.20 Lakhs.

PARTICULARS

AMOUNT (IN LAKHS)

Loans given

825

Guarantee Given

Nil

Investments made

Nil

LOANS, GUARANTEE GIVEN AND INVESTMENTS MADE DURING THE FINANCIAL YEAR 2017-18

Name of the Entity

Relation

Amount

Particulars of loan, guarantee given and investments made.

Purpose for which the loans, guarantees and investments are proposed to be utilized

Deepak Builders & Developers

--

200

Loan given

Business purpose

Garden Chemical Works

--

15

Loan given

Business purpose

Keystone Life capes PL

--

410

Loan given

Business purpose

K.R Developers rs

--

50

Loan given

Business purpose

Silver Cellular

--

150

Loan given

Business purpose

SIGNIFICANT AND MATERIAL ORDERS

No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status of the company and the company’s operations in thefuture.

REVISION OF FINANCIAL STATEMENTS OR BOARD’S REPORT

The company has not revised its financial statements or boards report in last three financial years, with reference to section 131 of the Companies Act, 2013.

COMMITTEES OF THE BOARD

The Board Committee plays a crucial role in the governance structure of the Company and has been constituted to deal with specific areas/activities which concern the Company and need a closer review. The Board Committee are set up under the Ibrmal approval of the Board to carry out clearly defined roles which are considered to be performed by the members of the Board, as a part of good governance practice. The Board supervises the execution of its responsibilities by the Committees and is responsible for their action. The Chairman of the respective Committee informs the Board about the summary of the discussions held in the Committeemeetings.

The Board has constituted following Committees of Directors:

Audit Committee,Nomination and Remuneration Committee, Stakeholder’s Relationship Committee and Corporate Social Responsibility Committee

Audit Committee

The Audit committee consists of following directors as members:

Sr. No.

Name of the Director

Nature of Directorship

Designation in the Committee

1

Mr. Rahul Dayama

Non Executive Independent Director

Chairman

2

Mrs. Shweta TolaniNon

Executive Independent Director

Member

3

Mr. Naresh Karda

Chairman and Managing Director

Member

During the year the Audit committee was reconstituted on 30th August, 2017 and 19th February,2018.

Nomination and Remuneration Committee

The nomination and remuneration committee of the company is constituted in accordance with section 178 (1) of the Companies Act, 2013 and rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014.

Sr. No.

Name of the Director

Nature of Directorship

Designation in the Committee

1

Mrs. Shweta Tolani

Non Executive Independent Director

Chair person

2

Mr. Rahul Dayama

Non Executive Independent Director

Member

3

Mr. Sandeep Shah

Non Executive Independent Director (Additional Director)

Member

During the year the Nomination and Remuneration committee was reconstituted on 30th August, 2017 and 19th February, 2018. Disclosure of company’s policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters are as per the company’s Nomination and Remuneration policy attached herewith as Annexurel.

Stakeholders Relationship Committee

Stakeholders’ relationship committee constituted under section 178 (5) of the Companies Act, 2013 consists following members:

Sr. No.

Name of the Director

Nature of Directorship

Designation in the Committee

1

Mr. Rahul Dayama

Non Executive Independent Director

Chairman

2

Mrs. Shweta Tolani

Non Executive Independent Director

Member

3

Mrs. DishaKarda

Executive Director

Member

The committee was constituted by the Board of Directors of the company in the meeting held on 30th August, 2017.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Disclosure of composition of corporate social responsibility (CSR) committee, contents of CSR policy is mentioned in Annexure III. VIGIL MECHANISM & WHISTLE BLOWER POLICY

The company has established vigil mechanism for the directors and employees to report their genuine concerns or grievances, details of adequate safeguards provided against victimisation of employees and directors who avail of the vigil mechanism, mechanism of providing for direct access etc, as provided in rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, read with corresponding rules, circulars, notifications, orders and amendments thereof.

INTERNAL AUDITORS

The Company has appointed CA Girish R Lasi having Membership No. 158144 as an internal auditor in accordance with section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 for the financial year2017-18.

SECRETARIAL AUDITORS

Mr. Alay Vasavada, Practicing Company secretary has been appointed as Secretarial Auditor of the Company in the Board meeting held on 2nd July,2018.

Secretarial Auditor of the company mentioned following qualifications, reservations in the Secretarial Audit report provided under Section 204 of the Companies Act, 2013:

- Return of Allotment filed by the Company i.e. Form PAS-3 dated 8th August, 2017, list of allottees has not certified by the signatory of the Form PAS-3. Further, occupation’s of allottees were also not mentioned in list ofallottees

Management has noted the same.

- As per Secretarial Standard - 2, the explanatory statement of Notice of General Meeting should stipulate the age, qualification, experience etc. of the appointee Director however the Company had not given any such details for appointment of the appointee Director of the Company. Further as per Secretarial Standard -1, the numbers of Board/committee Meetings attended by each Director, Date of Committee Meetings were not mentioned in the Director Report for FY2016-17.

Management tabled a certified copy of the CV before the Board of directors, hence the age, qualification, experience etc. of the appointee Director were not mentioned separately in the Explanatory statement.

The Board has complied the provisions of Secretarial standard-1 in this Director’s report.

- It has been observed that the debentures issued by the company had been fully repaid in the month March, 2017 but there in the Annual Return in Form MGT-7 as on 31 st March, 2017 is show as NIL outstanding debentures but in the said form it had contained number of debenture holders which was inadvertently mentionedtherein.

The board of directors noted the same as there has been a typographical error in the form.

COST AUDITORS

M/s C Y & Associates are appointed as cost auditors of the company for the Financial Year 2018-2019 subject to ratification at the ensuing Annual General meeting of thecompany.

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF EMPLOYEES ETC

Disclosure of ratio of remuneration of each director to the median remuneration of employees and other details as provided in section 197 (12) read with schedule V of the Companies Act 2013 and rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in annexurelV.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Following material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report-

During the financial year the Company issued 43,00,000 equity shares of face value of Rs. 10 each (the “equity shares”) of (our “company” or “issuer”) comprising of a fresh issue of 23,00,000 equity shares and an offer for sale of upto 20,00,000 equity shares* by Mr. Naresh Karda (the promoter selling shareholder”) through Initial Public offer. Company had filed draft prospectus with ROC on 6 th March, 2018-

Further Prospectus was filed with ROC on 24th March, 2018.

The Company received listing and trading approvals from NSE and BSE dated on 28th March,2018.

Trading of Companies securities listed on NSE and BSE ie Equity shares started w.e.f. 2nd April, 2018 and hence the status of company changed from unlisted to listedcompany.

Mr. Alay Vasavada, Practicing Company secretary has been appointed as Secretarial Auditor of the Company in the Board meeting held on 2nd July, 2018.

Secretarial Auditor of the company has not mentioned any qualifications, reservations in the Secretarial Audit report provided under Section 204 of the Companies Act,2013.

M/s C Y & Associates are appointed as cost auditors of the company for the Financial Year 2018-2019 subject to ratification at the ensuing Annual General meeting of thecompany.

ACKNOWLEDGEMENT

Your directors place on record their sincere thanks to the customers, employees, bankers, business associates, consultants, and various authorities for their continued support extended to the company.

BY ORDER OF THE BOARD FOR KARDA CONSTRUCTION LIMITED

SD/- SD/-

NARESHKARDA MANOHARKARDA

MANAGING DIRECTOR WHOLE TIME DIRECTOR

(DIN:01741279) (DIN: 01808564)

(Authorised to sign and serve vide Board Resolution dated 23.08.2018)

Date: 23rd August, 2018

Place: Nashik

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