Directors Report of Kaka Industries Ltd.

Mar 31, 2025

The Directors of your company have pleasure in presenting their 6th Board''s Report based on the audited financial
statements of the company for the year ended on ended 31/03/2025.

1. Financial Results

The highlights of the financial results for the financial year 2024-25 are as under:

Particulars	Standalone
	31/03/2025	31/03/2024
Revenue from operations	19,778.34	17,021.63
Other income	28.11	18.77
Total revenue	19,806.45	17,040.40
Finance costs	521.40	230.79
Depreciation and amortization expenses	363.84	176.40
Other expenses	3218.45	2554.69
Total expenses	18,056.00	15,304.96
Profit/(Loss) Before Tax	1750.45	1735.43
Current Tax	(305.00)	(386.10)
Earlier Year	(2.57)	2.72
Deferred Tax	(156.60)	(52.31)
Profit/(Loss) For the Year	1286.27	1299.74
Earnings per share for continuing operation
Basic	9.42	10.34
Diluted	9.42	10.34

2. Di vidend

For the year under review, your director does not
recommend any dividend on the equity shares
of the Company to conserve the funds for the
company''s future expansion.

3. Brief description of the Company''s working
during the year

During the year under review, revenue from
operations of the Company has increased to Rs.
19778.34 Lakhs as against Rs. 17021.63 Lakhs in
the previous year. The Profit After Tax for the year
stood at Rs. 1286.27 Lakhs as compared to profit
of Rs. 1299.74 Lakhs in the previous year.

4. State of Company''s Affairs

The company is engaged in the business of
Manufacturing of PVC profile and products

thereof. Compounding is the process of melt
blending with other additives and changes the
characteristics of Plastic. Following major events
occurred during the year:

A. The company successfully commissioned
its new manufacturing facility in Lasundra,
Gujarat, with uninterrupted power supply
received from 2nd January 2025. This state
of-the-art plant spans 8,00,000 sq. ft. and is
designed for 54,000 MTPA capacity driven by
enhanced capacity, lower costs, and improved
margins.

B. CRISIL Ratings assigned a Long-Term Credit
Rating of CRISIL BBB/Stable to the company''s
bank facilities totaling 360 crore, reflecting
moderate credit risk and financial stability. The
rating is subject to continuous surveillance

research and development, technology absorption, as Annexure -I to the Board''s report.

foreign exchange earnings and outgo, are enclosed
16. Directors and Key Managerial personnel

The Board of the Company comprises of following Directors and Key Managerial Personnel:

Sr. No.	Name of Director & Key Managerial personnel	Designation	DIN
1.	Mr. Rajesh Dhirubhai Gondaliya	Managing Director & Chairman	03454540
2.	Mr. Bhavin Rajeshbhai Gondaliya	Whole Tiem Director	07965097
3.	Mrs. Prabhaben Rajeshbhai Gondaliya	Non Executive Director	06851276
4.	Mr. Rajiv Navinchandra Vyas	Independent Director	01581077
5.	Mr. Jaimish Govindbhai Patel	Independent Director	09647742
6.	CA Chintan Jayantibhai Bodar	CFO	-
7.	Ms. Nishi Dhrumit Shah	Company Secretary	-

and will remain valid until 31/12/2025,
unless revised or revalidated based on future
developments.

Beside above, there has been no change in the business
of the Company during the financial year ended
31/03/2025

5. Transfer to reserves

For the financial year ended 31/03/2025, the
Company had not transferred any sum to General
Reserve Account. Therefore, your Company
remained the balance of profit to Profit & Loss
Accounts of the Company on 31/03/2025.

6. Quality initiative

The Company continues to sustain its commitment
to the highest levels of quality, superior services
management and mature business continuity
management. Our customer-centricity, process
rigor, and focus on delivery excellence have
resulted in consistent improvements in customer
satisfaction levels.

7. Shares capital

I. Authorized Capital:

During the year under review, the Authorized
Share Capital of the Company remained Rs.
14,00,00,000/-(Rupees Fourteen Crore only)
divided into 1,40,00,000 (One Crore Forty Lakhs
only) Equity Shares of face value Rs. 10/- each
ranking pari-passu in all respect with the existing
Equity Shares of the Company.

II. Issued, subscribed and paid-up share capital:

During the year under review, the issued,
subscribed and paid-up share capital of the
Company remained Rs. 13,66,00,000/- (Rupees
Thirteen Crore Sixty-Six Lacs only) divided into
1,36,60,000 (One Crore Thirty-Six Lakhs Sixty
Thousand only) Equity Shares of face value Rs.
10/- each.

8. Deposit from public

The Company has neither accepted nor renewed
any deposits covered under section 73 to 76 of
the Companies Act, 2013 during the year under
review. The company had accepted unsecured
loans from its directors at the end of year under
report, outstanding unsecured loans of Rs. 252.73
Lakhs. The Company had obtained required
declaration as referred to in proviso to Rule 2(1)(c)
(viii) of the Companies (Acceptance of Deposits)
Rules, 2014

9. Particulars of Loans, Guarantee or Investments

Disclosure on details of loans, guarantees and
investments pursuant to the provisions of

Section 186 of the Companies Act, 2013, and
LODR Regulations, are provided in the financial
statements.

10. Subsidiary / Associate / Joint Venture companies

During the year under review, no company/body
corporate/any other entity have became or ceased
to be the subsidiary Joint Ventures or Associate
Companies.

11. Change in the nature of business

During the period under review, the Company has
not changed its line of business in such a way that
amounts to commencement of any new business
or discontinuance, sale or disposal of any of its
existing businesses or hiving off any segment or
division.

12. Material changes and commitments affecting
the financial position of the company

A. The company successfully commissioned
its new manufacturing facility in Lasundra,
Gujarat, with uninterrupted power supply
received from 2nd January 2025. This state
of- the-art plant spans 8,00,000 sq. ft. and is
designed for 54,000 MTPA capacity driven by
enhanced capacity, lower costs, and improved
margins..

Beside above, there has been no change in the
business of the Company during the financial year
ended 31/03/2025

13. Details of significant and material orders passed
by the regulators, courts and tribunals

The Company has been complied with all regulatory
requirements of central government and state
government and there were no significant and
material orders passed by the Regulators or Courts
or Tribunals during the year impacting the going
concern status and the Company''s operations in
future.

14. Internal Control and their adequacy

The Company has a well-established internal
control system. The Company strives to maintain
a dynamic system of internal controls over
financial reporting to ensure reliable financial
record-keeping, transparent financial reporting
and disclosure and protection of physical and
intellectual property.

5. Conservation of Energy, Technology Absorption
and Foreign Exchange Earning and Outgo

Information in accordance with the provisions of
Section 134(3) (m) of the Companies Act, 2013,
read with Rule 8 of the Companies (Accounts)
Rules, 2014, regarding Conservation of energy,

I. Mr. Bhavin Rajeshbhai Gondaliya (DIN:

07965097), retires by rotation at the ensuing
AGM and being eligible, offers himself for re¬
appointment as per the provisions of the section
148 & 152 Companies Act, 2013. The resolutions
seeking shareholders'' approval for their re¬
appointments forms part of the Notice.

II. Appointment of Mr. Rajiv Navinchandra Vyas
(DIN: 01581077) an independent director of the
Company w.e.f. 16/10/2024;

III. Resignation of Mr. Niraj Davariya (DIN: 09371601)
from the position of Independent Director of the
Company w.e.f. 16/10/2024. The Board places
on record the appreciation for services during his
tenure as a director of the Company;

IV. Appointment of Ms. Nishi Shah (Membership No.
A60297) as a Company Secretary and Compliance
Officer of the Company w.e.f. 24/12/2024;

V. Resignation of Ms. Vandana Arun Baldi
(Membership No. A37081) from the position of
Company Secretary & Compliance Officer of the
Company w.e.f. 19/08/2024.

Pursuant to the provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has
carried out an evaluation of its own performance,
the directors individually as well as the evaluation of
the working of its Audit, Stakeholders Relationship,
Nomination & Remuneration Committees from
time to time.

VI. Nomination and Remuneration Policy:

The policy on nomination and remuneration of
Directors, Key Managerial Personnel and other
employees has been formulated in terms of the
provision of The Companies act, 2013 and SEBI
(LODR) Regulation, 2015 in order to pay equitable
remuneration to the Directors, Key Managerial

Personnel and employees of the Company and
to harmonies the aspiration of human resources
consistent with the goals of the Company. The
Remuneration Policy has been updated on
the website of the Company at: https://www.
kakaprofile.com/wp-content/uploads/2023/04/
Nomination-and-Remuneration-Policy.pdf

VII. Particulars of Employees:

The statement containing particulars of employees
as required under Section 197(12) of the Act read
with Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, is provided in a separate “Annexure II"
forming part of this report. In terms of Section 136
of the Act, the said annexure is open for inspection
at the Registered Office of your Company. Any
member interested in obtaining a copy of the
same may write to the Company Secretary.

Apart from the above, no changes occurred in the
Directorship of the company.

17. Declaration by independent directors

All Independent Directors have given their
declaration that they meet the criteria of
independence as laid down under section 149(6) of
the Companies Act, 2013 and Listing Regulations.
In the opinion of the Board, all the Independent
Directors are well experienced business leaders.
Their vast experience shall greatly benefit the
Company. Further, they possess integrity and
relevant proficiency which will bring tremendous
value to the Board and to the Company

17. Board Meetings and participation of directors
thereat

• During the financial year 2024-25, 12(Twelve)
Board Meetings were held. The interval between
any two meetings was well within the maximum
allowed gap of 120 days.

• The attendance of each of the Directors at the meeting of the Board Meeting during the year under review is
as under:

Name and DIN of the Directors	Designation	Number of Board meet¬ ings during the year 2024-25
		Held	Attended
Mr. Rajesh Dhirubhai Gondaliya (DIN: 03454540)	Managing Director & Chairman	12	11
Mr. Bhavin Rajeshbhai Gondaliya (DIN: 07965097)	Whole Time Director	12	12
Mrs. Prabhaben Rajeshbhai Gondaliya (DIN: 06851276)	Non- Executive Director	12	12
Mr. Niraj Davariya (DIN: 09371601) (up to 16/10/2024)	Independent Director	6	6
Mr. Rajiv Navinchandra Vyas (DIN: 01581077) (w.e.f. 16/10/2024)	Independent Director	7	7
Mr. Jaimish Govindbhai Patel (DIN: 09647742)	Independent Director	12	12

• Further, The Board, as on 31/03/2025, had four committee namely the Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility (CSR)
Committee. The details of composition, meetings and attendance as under:

a) During the financial year 2024-25, 7(Seven) Audit Committee Meetings were held.

		Number of Audit Commit-
Name of the Committee Members	Designation	tee meetings during the year 2024-25
		Held	Attended
Mr. Jaimish Govindbhai Patel (DIN: 09647742)	Chairman	7	7
Mr. Niraj Davariya (DIN: 09371601) (up to 16/10/2024)	Member	4	4
Mr. Rajiv Navinchandra Vyas (DIN: 01581077) (w.e.f. 16/10/2024)	Member	3	3
Mr. Bhavin Rajeshbhai Gondaliya (DIN: 07965097)	Member	7	7

b) During the financial year 2024-25, 2 (Two) Nomination and Remuneration Committee Meetings were held.

Name of the Committee Members	Designation	Number of Nomination and Remuneration Com¬ mittee meetings during the year 2024-25
		Held	Attended
Mr. Niraj Davariya (DIN: 09371601) (up to 16/10/2024)	Chairman	2	2
Mr. Rajiv Navinchandra Vyas (DIN: 01581077) (w.e.f. 16/10/2024)	Member	NA	NA
Mr. Jaimish Govindbhai Patel (DIN: 09647742)	Member	2	2
Mrs. Prabhaben Rajeshbhai Gondaliya (DIN: 06851276)	Member	2	2

c) During the financial year 2024-25, 1 (One) Stakeholder Relationship Committee Meetings were held.

Name of the Committee Members	Designation	Number of Stakeholder Relationship Committee meetings during the year 2024-25
		Held	Attended
Mr. Jaimish Govindbhai Patel (DIN: 09647742)	Chairman	1	1
Mr. Niraj Davariya (DIN: 0937160l) (up to 16/10/2024)	Member	N.A.	N.A.
Mr. Rajiv Navinchandra Vyas (DIN: 01581077) (w.e.f. 16/10/2024)	Member	1	1
Mrs. Prabhaben Rajeshbhai Gondaliya (DIN: 06851276)	Member	1	1

d) During the financial year 2024-25, 2 (Two) Corporate Social Responsibility Committee Meetings were held.

		Number of Corporate So¬ cial Responsibility Com-
Name of the Committee Members	Designation	mittee meetings during the year 2024-25
		Held	Attended
Mr. Bhavin Rajeshbhai Gondaliya (DIN: 07965097)	Chairman	2	2
Mr. Niraj Davariya (DIN: 09371601) (up to 16/10/2024)	Member	2	2
Mr. Rajiv Navinchandra Vyas (DIN: 01581077) (w.e.f. 16/10/2024)	Member	N.A.	N.A.
Mrs. Prabhaben Rajeshbhai Gondaliya (DIN: 06851276)	Member	2	2

• During the year, the Company has conducted following General Meeting

Type of General Meeting	Date of General Meeting	Mode of Meeting
Annual General Meeting	31/08/2024	Physical
Postal Ballot	13/01/2025	Postal Ballot

18. Constitution of Audit Committee:

Our Company has re-constituted Audit Committee on 16/10/2024 as per the applicable provisions of
the Section 177 of the Companies Act, 2013 read with rule 6 of the companies (Meeting of board and its
power) Rules, 2014 and Regulation 18 of SEBI Listing Regulations.

As on 31/03/2025, The Audit Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Jaimish Govindbhai Patel (DIN: 09647742)	Chairman	Independent Director
Mr. Rajiv Navinchandra Vyas (DIN: 01581077)	Member	Independent Director
Mr. Bhavin Rajeshbhai Gondaliya (DIN: 07965097)	Member	Whole Time Director

19. Constitution of Nomination and Remuneration Committee:

Our Company has re-constituted Nomination and Remuneration Committee on 16/10/2024 as per
applicable provisions of the Schedule V and other applicable provisions of the Companies Act, 2013 read
with rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 and Regulation 19 of SEBI
Listing Regulations.

As on 31/03/2025, The Nomination and Remuneration Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Rajiv Navinchandra Vyas (DIN: 01581077)	Chairman	Independent Director
Mr. Jaimish Govindbhai Patel	Member	Independent Director
(DIN: 09647742)
Mrs. Prabhaben Rajeshbhai Gondaliya (DIN: 06851276)	Member	Non-Executive Director

20. Constitution of Stakeholders Relationship Committee:

Our Company has re-constituted Stakeholders Relationship Committee on 16/10/2024 as per the applicable
provisions of the Section 178(5) of the Companies Act, 2013 read with rule 6 of the companies (Meeting
of board and its power) rules, 2014 and Regulation 20 of SEBI Listing Regulations.

As on 31/03/2025, the Stakeholders Relationship Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Jaimish Govindbhai Patel (DIN: 09647742)	Chairman	Independent Director
Mr. Rajiv Navinchandra Vyas (DIN: 01581077)	Member	Independent Director
Mrs. Prabhaben Rajeshbhai Gondaliya (DIN: 06851276)	Member	Non-Executive Director

22. Policy Relating to Directors Appointment and
Remuneration

The Company has made disclosure Policy for
appointment and remuneration of directors and
other matters referred to in Section 178(3) of the
Act with rule 6 of the Companies Meeting of Board
and its power), Rules, 2014 and the details of the
same as provided in company''s web site https://
kakaprofile.com/investors/company-policies/

23. Director Remuneration

During the year the Company has paid

21. Industrial Relations

The Company has adequate skilled & trained
workforce for its various areas of operations and
the skills up gradation of which is being done
on continuous basis for improving the plant
operations and quality process. The Company has
taken sufficient measures to maintain Industrial
Health and Safety at its workplace for employees
as laid in the Gujarat State Factories Rules, 1963.
The Company is also complying and maintaining
all applicable Industrial and Labour laws/ rules.

remuneration and Sitting fees to its Directors as
more particularly described in notes to accounts
of Audited Financial Statement.

24. Directors Responsibility Statement

To the best of the knowledge and belief of the
Directors of the Company and according to the
information and explanations obtained by them,
your Directors make the following statement
in terms of Section 134(3)(c) and 134(5) of the
Companies Act, 2013.

(a) In the preparation of the annual accounts for
the year ended 31/03/2025, the applicable
accounting standards read with requirements
set out under Schedule III to the Act, have
been followed and there are no material
departures from the same.

(b) The Directors'' have selected such accounting
policies, applied them consistently and
made judgments and estimates that were
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
Company as at 31/03/2025 and of the profit
of the Company for the year ended on that
date.

(c) The Directors have taken proper and sufficient
care for the maintenance of adequate
accounting records in accordance with the
provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities.

(d) The Directors have prepared the annual
accounts on a going concern basis.

(e) The Directors have devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems are
adequate and operating effectively.

25. Related Party Transactions

All related party transactions that were entered into
during the financial year were on an arm''s length
basis and were in the ordinary course of business.
There are no materially significant related party
transactions made by the company with related
parties which may have potential conflict with
the interest of the company at large. However, as
part of good corporate governance, the Company
has taken prior omnibus approval of the Board
is obtained on annual basis for the transactions
which are of a foreseen and repetitive nature.

Your Directors draw your attention to notes to
the financial statements for detailed related party
transactions entered during the year.

Since all the related party transactions were
entered by the Company in ordinary course of
business and were in arm''s length basis, FORM
AOC- 2 is not applicable to the Company.

26. Statutory Auditor

Your directors are pleased to inform that pursuant
to the provisions of Section 139 and other applicable
provisions, if any, of the Companies Act, 2013
and the Companies (Audit and Auditors) Rules,
2014, as amended from time to time, M/s. Dinesh
R. Thakkar & CO., Chartered Accountant, FRN:
102612W, Ahmedabad has been re-appointed as
the Statutory Auditor of the Company for a second
term of four (4) consecutive years, to hold office
from the conclusion of the 6th Annual General
Meeting until the conclusion of the 10th Annual
General Meeting of the Company

27. Review of Auditors Report

The Statutory Auditors of the Company have given
their Audit Report on the standalone financial
statements of the Company for the financial year
ended 31/03/2025. All the items on which the
Auditors'' have commented in their report are self¬
explanatory and suitably explained in the Notes to
the Accounts. There is no qualification, reservation,
adverse remark, comments, observations or
disclaimer given by the Statutory Auditors in their
report.

28. Secretarial Audit and Auditors Report

As required under section 204 (1) of the Companies
Act, 2013 the Company has obtained a secretarial
audit report.

Pursuant to provisions of section 204 of the
Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 the company has appointed
Murtuza Mandorwala & Associates, Practicing
Company Secretary (Membership No. F10745
and C.P. No.:14284) to undertake the Secretarial
Audit of the Company for the financial year 2024¬
25. The Secretarial Audit report for the financial
year ended 31/03/2025 is annexed herewith as
“Annexure IN" to this report. The Secretarial Audit
Report contain qualification/remark, and details
of the same along with Management reply are as
under:

Secretarial Auditor''s Remark	Management Comments
During the year under review company has failed to comply with Reg. 3(5) and/or Reg. 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015 i.e Some of Event in SDD software was not captured in due course of time and were recorded retrospectively to ensure accurate and complete documentation.	The Company acknowledges that during the year under review, there was an inadvertent delay in capturing certain events in the Structured Digital Database (SDD) as required under Regulation 3(5) and/or Regulation 3(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. These events, though recorded retrospectively, were duly updated to ensure completeness and accuracy of documentation. The lapse was unintentional and did not result in any misuse of unpublished price- sensitive information. The Company has since strengthened its internal compliance framework, including enhanced monitoring and periodic reviews, to ensure that all relevant events are timely recorded in the SDD on an ongoing basis. Management remains committed to achieving highest standards of regulatory compliance and corporate governance.
During the Year under review company has not complied with Regulation 6 (1A) Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 i.e Ms. Vandana Arun Baldi Company Secretary of the Company resigned w.e.f. 19th August, 2024 and new CS Ms. Nishi Dhrumit Shah was appointed as Company Secretary w.e.f 24th December, 2024.	During the year under review, Ms. Vandana Arun Baldi (Membership No. A37081) resigned from the position of Company Secretary with effect from 19/08/2024. Consequently, there was a temporary vacancy in the office of the Company Secretary and Compliance Officer. A new Company Secretary, CS Ms. Nishi Dhrumit Shah, was appointed with effect from 24/12/2024. The time gap between the resignation of the previous Company Secretary and the appointment of the new Company Secretary led to non-compliance with Regulation 6(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The delay was purely due to practical challenges in identifying and finalizing a suitable replacement. The Company has since regularized the position, and necessary steps have been put in place to ensure that such vacancies are filled within the prescribed timelines in future, thereby securing continuous compliance with applicable provisions.

Further A certificate has been issued by Murtuza
Mandorwala & Associates., Company Secretaries in
practice, confirming that none of the Directors of
the Company have been debarred or disqualified
from being appointed or continuing as director
by the Securities and Exchange Board of India,
Ministry of Corporate Affairs or any such statutory
authority. The certificate is annexed as “Annexure
- IV" to this Report.

32. Business Risk Management

As on 31/03/2025 the CSR Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Jaimish Govindbhai Patel (DIN: 09647742)	Chairman	Independent Director
Mr. Rajiv Navinchandra Vyas (DIN: 01581077)	Member	Independent Director
Mrs. Prabhaben Rajeshbhai Gondaliya (DIN: 06851276)	Member	Non-Executive Director

In terms of Section 138 of the Companies Act,
2013 and Rules made there under, CA Dharmendra
R Thakkar (D.R. Thakkar & Associates), Chartered
Accountants, Membership No. 101292, FRN :
117286W, Ahmedabad , have been appointed as
an Internal Auditors of the Company for Financial
Year 2024-25.

During the year, the Company continued to
implement their suggestions and recommendations
to improve the control environment. Their scope

of works includes, Review of the accuracy and
reliability of the Corporation accounting records
and financial reports, review of operational
efficiency, effectiveness of systems and processes,
and assessing the internal control strengths,
opportunities for cost saving and recommending
company for improving cost efficiencies.

30. Cost Auditor

As per provision of section 148(3) of Companies
Act, 2013 and rule 6(2) of Companies (Cost
records and audit) Rules, 2014, the company has
appointed M/s BRS & Associates (FRN: 000730),
Cost Accountants, Ahmedabad cost auditor to
audit the cost records of the company for the
financial year 2025-26.

In terms of Section 148 of the Companies Act, 2013
read with the Companies (Audit and Auditors)
Rules, 2014, the remuneration payable to the Cost
Auditor has to be approved by the Members of the
Company. The resolutions seeking approval of the
remuneration of the Cost Auditor for the financial
year 2025-26 forms part of the Notice.

31. Annual Return

Pursuant to the requirement under section 134(3)

(a) and 92(3) of the Companies Act, 2013 (''the
Act''), it is hereby reported that the Company is
maintaining website https://www.kakaprofile.com
and the copy of form MGT-7 Annual Return for
year ended 31/03/2025 is also placed on it.

34. Corporate Governance:

Your company provides utmost importance at
best Governance Practices and are designated
to act in the best interest of its stakeholders.
Better governance practice enables the company
to introduce more effective internal controls
suitable to the changing nature of business
operations, improve performance and also
provide an opportunity to increase stakeholders
understanding of the key activities and policies of
the organization.

Further Pursuant to Regulation 27(2) of SEBI
(Listing Obligations and Disclosure Requirements),
Regulations, 2015, read with Regulation 15 of SEBI
(Listing Obligations and Disclosure Requirements),

The Risk Management process that is followed to
identify, assess and prioritize risks that need to
be minimized, monitored and mitigated is quite
elaborate. These measures help in reducing and
controlling the impact of adverse events and
maximize the realization of opportunities.

3. Corporate Social Responsibility

In compliance with the provisions of section 135
of Companies Act, 2013 and the Companies
(Corporate Social Responsibility Policy) Rules,
2014, the Company has adopted Corporate Social
Responsibility Policy. In order to implementing
CSR Policy, the Company has constituted CSR
Committee. The brief outline of the Corporate
Social Responsibility (CSR) Policy of the Company,
Constitution Committee, the initiatives undertaken
by the Company on CSR activities during the year
and other disclosures are set out in “Annexure-V"
of this report in the format prescribed in the
Companies (Corporate Social Responsibility Policy)
Rules, 2014.

The company through its CSR initiative towards
supporting projects in the areas of education,
healthcare, rural development, women
empowerment and various other social matters
continues to enhance value creation in the society
and in the community in which it operates, through
its services, conduct & initiatives, so as to promote
sustained growth for the society and community,
in fulfillment of its role as Socially Responsible
Corporate.

Regulations, 2015 regulation of corporate
governance are not applicable to company
Hence, 06th Annual Report does not contain the
Corporate Governance Report. Further, as and
when the company falls under the applicability to
provide Corporate Governance Report.

35. Management Discussion & Analysis Report:

Management''s Discussion and Analysis Report for
the year under review, is presented in a separate
section forming part of the Annual Report and is
annexed herewith as “Annexure VI"

36. Code of Conduct

The Board of Directors has a Code of Conduct
which is applicable to the Members of the Board

During the Financial Year 2024-25, no complaints were received. The summary of cases is given below:

Particulars	Status
(a) Number of complaints of sexual harassment received during the year	Nil
(b) Number of complaints disposed of during the year	Nil
(c) Number of cases pending for more than ninety days	Nil

and all employees in the course of day to day
business operations of the company. The Code
has been posted on the Company''s website a1
https://www.kakaprofile.com.

The Code lays down the standard procedure of
business conduct which is expected to be followec
by the Directors and the designated employees ir
their business and in particular on matters relating
to integrity in the work place, in business practices
and in dealing with stakeholders.

The Code gives guidance through examples on the
expected behavior from an employee in a given
situation and the reporting structure. All the Board
Members and the Senior Management Personne
have confirmed compliance with the Code. Al
Management Staff were given appropriate training
in this regard.

7. Reporting of frauds by auditors

During the year under review, the statutory auditor
has not reported to the board, under Section 143
(12) of the Companies Act, 2013, any instances
of fraud committed against the Company by its
officers or employees, the details of which woulc

40. Disclosure under the Maternity Benefit Act 1961

Pursuant to the provisions of Rule 8(5)(xiii) of the
Companies (Accounts) Rules, 2014, the Board o
Directors hereby states that the Company ha
duly complied with all applicable provisions o
the Maternity Benefit Act, 1961, including bu
not limited to grant of maternity leave, nursing
breaks, protection from dismissal during maternit
leave, and provision of creche facilities whereve
applicable. The Company remains committed to
providing a safe, supportive, and inclusive worl
environment for all women employee

41. Appointment of RTA:

M/s Bigshare Services Private Limited is a Registra
and Share Transfer Agent of the company in orde
to Compliance with the provision of Companie
Act, 2013.

All the equity shareholders of the Company have
Demat their Equity Shares as on 31/03/2025 and
none of shareholders holding shares in physica
form.

need to be mentioned in the Board''s report.

38. Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism
for the Directors and Employees of the Company
by adopting the Whistle Blower Policy to report
about the genuine concerns, unethical behavior,
fraud or violation of Company''s Code of Conduct.
The Company has in place a confidential reporting
mechanism for any whistle blower to report a
matter.

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

The Company has zero tolerance for sexual
harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of
Sexual Harassment at Workplace in line with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and rules made thereunder. An Internal
Complaints Committee (“ICC") is in place at all work
locations of the Company to address complaints
received regarding sexual harassment.

42. Material Orders

In pursuance to Rule 8(5)(vii) of the Companies
(Accounts) Rules, 2014, no significant or material
orders were passed by the regulators or courts or
tribunals impacting the going concern status and
Company''s operations in future.

43. Listing with Stock Exchange

The Company confirms that it has not defaulted
in paying the Annual Listing Fees for the financial
year 2024-25 to the BSE Limited where the shares
of the Company are listed.

44. Prevention of Insider Trading

The Code requires pre-clearance for dealing in
the Company''s shares and prohibits the purchase
or sale of Company shares by the Directors and
the designated employees while in possession of
unpublished price sensitive information in relation
to the Company and during the period when the
Trading Window is closed. The Company has
adopted a Code of Conduct for Prevention of
Insider Trading with a view to regulate trading

in securities by the Directors and designated
employees of the Company. The Board is
responsible for implementation of the Code. All
Board Directors and the designated employees
have confirmed compliance with the Code.

45. Status of Cases Filed Under Insolvency and
Bankruptcy Code, 2016

No such process initiated during the period under
review under the Insolvency and Bankruptcy Code,
2016 (IBC)

46. Compliances of Applicable Secretarial Standards

The Board of Directors affirms that the company
has complied with the applicable Secretarial
Standards issued by the Institute of Companies
Secretaries of India SS-1 and SS-2 respectively
relating to Meetings of the Board, its Committees
and the General Meetings.

47. The details of difference between amount
of the valuation done at the time of one-time
settlement and the valuation done while taking
loan from the Banks or Financial Institutions
along with the reasons thereof.

Not Applicable

48. Transfer to Investor Education & Protection
Fund

In accordance with the applicable provisions of
Companies Act, 2013 (hereinafter referred to
as “the Act") read with Investor Education and
Protection Fund (Accounting, Audit, Transfer and
Refund) Rules, 2016 (hereinafter referred to as the
“IEPF Rules"), all unclaimed dividends are required
to be transferred by the Company to the IEPF, after
completion of seven (7) years. Further, according
to IEPF Rules, the shares on which dividend has
not been claimed by the shareholders for seven (7)

consecutive years or more shall be transferred to
the demat account of the IEPF Authority, but there
is no such unpaid dividend of last seven years, so
this clause is not applicable to the company.

19. Shareholders'' Dispute Resolution Mechanism :

The SEBI vide circular 31/07/2023 and subsequent
circular dated 20/12/2023, read with Master
Circular dated 11/08/2023, has specified that
a shareholder shall first take up his/her/their
grievance with the listed entity/RTA by lodging
a complaint directly with the concerned listed
entity/RTA and if the grievance is not redressed
satisfactorily, the shareholder may, in accordance
with the SCORES guidelines, escalate the same
through the SCORES Portal in accordance with the
process laid out therein. Only after exhausting all
available options for resolution of the grievance, if
the shareholder is not satisfied with the outcome,
he/she/ they can initiate dispute resolution
through the Online Dispute Resolution ("ODR")
Portal. Shareholders are requested to take note of
the same.

0. Acknowledgement and appreciation

The Directors take this opportunity to express their
deep sense of gratitude to the Banks, Central and
State Governments and their Departments and the
Local Authorities for their continued guidance and
support. Your Directors would also like to record its
appreciation for the support and cooperation your
Company has been receiving from its suppliers,
dealers, business partners and others associated
with the Company. Your Directors place on record
their sincere appreciation to the employees at
all levels for their hard work, dedication and
commitment. And to you, our shareholders, we
are deeply grateful for the confidence and faith
that you have always reposed in us.

For and on behalf of the Board of Directors

for KAKA INDUSTRIES LIMITED

Rajesh Dhirubhai Gondaliya

PLACE : AHMEDABAD Managing Director & Chairman

DATE : 05/09/2025 (DIN:03454540)

---

Mar 31, 2024

The Directors of your company have pleasure in presenting their 05th Board''s Report based on the audited financial statements of the company for the year ended on ended March 31st, 2024.

1. Financial Results

The highlights of the financial results for the financial year 2023-24 are as under:

Particulars of Resolution	Standalone (Rs. in Lakhs except EPS)
	March 31st, 2024	March 31st, 2023
Revenue from operations	17,021.63	15,393.47
Other income	18.77	41.12
Total revenue	17,040.40	15,434.60
Finance costs	230.79	24789
Depreciation and amortization expenses	176.40	135.59
Other expenses	14,897.77	14,048.72
Total expenses	15,304.96	14,432.20
Profit/(Loss) Before Tax	1735.43	1,002.40
Current Tax	(386.10)	(283.00)
Earlier Year	2.72	0.06
Deferred Tax	(52.31)	0.93
Profit/(Loss) For the Year	1299.74	720.39
Earnings per share for continuing operation
Basic	10.34	7.20
Diluted	10.34	7.20

2. Dividend

For the year under review, your director does not recommend any dividend on the equity shares of the Company to conserve the funds for the company''s future expansion.

3. Brief description of the Company''s working during the year

During the year under review, revenue from operations of the Company has increased to Rs. 17021.63 Lakhs as against Rs. 15393.47 Lakhs in the previous year. The Profit After Tax for the year stood at Rs. 1299.74 Lakhs as compared to profit of Rs. 720.39 Lakhs in the previous year.

4. State of Company''s Affairs

The company is engaged in the business of

Manufacturing of PVC profile and products thereof. Compounding is the process of melt blending with other additives and changes the characteristics of Plastic. Following major events occurred during the year:

A. The Company has completed Initial Public Offer (IPO) and equity shares of the Company were listed on BSE Limited on July 19th, 2023.

B. The Company has announced a pivotal move into two burgeoning markets with the initiation of Pre-Engineered Building (PEB) manufacturing and High-Volume Low Speed (HVLS) Fan assembly. This strategic expansion underscores KAKA Industries'' commitment to innovation, market responsiveness, and consolidating related businesses under one

roof.

C. The Company has commenced its plant at Village Lasundra, Tehsil Kathlal, District Kheda, Gujarat represents Phase 1 of Kaka Industries Limited''s ambitious expansion initiative. With an impressive initial production capacity of approximately 13,000 metric tons per annum for polymer compounding, this facility is poised to emerge as an epitome of excellence within the polymer industry.

D. The Company has installed state-of-the-art 1300 KW solar power plant at its new factory, situated at Village Lasundra, Tehsil Kathlal, District Kheda, Gujarat.

Beside above, there has been no change in the business

of the Company during the financial year ended March

31st, 2024

5. Initial Public Offer of Equity Shares

Your Directors are pleased to inform you that, the Company has completed its Initial Public Offer (“IPO”) of 36,60,000 equity shares of face value of 10 each at an issue price of Rs. 58 aggregating to Rs. 21,22,80,000/-.

The Offer was made pursuant to Regulation 6(1) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The equity shares of the Company were listed on BSE Limited on July 19, 2023.

The Company has completely utilized its proceeds of Initial Public Offer as per the Object of the issue as mentioned in Prospectus.

6. Transfer to reserves

For the financial year ended March 31st, 2024, the Company had not transferred any sum to General Reserve Account. Therefore, your Company remained the balance of profit to Profit & Loss Accounts of the Company on March 31st, 2024.

7. Quality initiative

The Company continues to sustain its commitment to the highest levels of quality, superior services management and mature business continuity management. Our customer-centricity, process rigor, and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels.

8. Shares capital

I. Authorized Capital:

During the year under review, the Authorized Share Capital of the Company remained Rs. 14,00,00,000/-(Rupees Fourteen Crore only) divided into 1,40,00,000 (One Crore Forty Lakhs only) Equity Shares of face value Rs. 10/- each ranking pari-passu in all respect with the existing Equity Shares of the Company.

II. Issued, subscribed and paid-up share capital:

During the year under review, the issued, subscribed and paid-up share capital of the Company has been increased from Rs. 10,00,00,000/- (Rupees Ten Crore only) divided into 1,00,00,000 (One Crore) Equity Shares of face value Rs. 10/- each to Rs. 13,66,00,000/- (Rupees Thirteen Crore Sixty-Six Lacs only) divided into 1,36,60,000 (One Crore Thirty-Six Lakhs Sixty Thousand only) Equity Shares of face value Rs. 10/- each and the changes accrued due to the Initial Public Offer (IPO).

9. Deposit from public

The Company has neither accepted nor renewed any deposits covered under section 73 to 76 of the Companies Act, 2013 during the year under review.

10. Particulars of Loans, Guarantee or Investments

Disclosure on details of loans, guarantees and investments pursuant to the provisions of Section 186 of the Companies Act, 2013, and LODR Regulations, are provided in the financial statements.

11. Subsidiary / Associate / Joint Venture companies

During The year under review Shri Rang Energy, partnership firm, ceased to be Joint venture w.e.f April 01st, 2023.

Other than mentioned above during the year under review, no company/body corporate/any other entity have became or ceased to be the subsidiary Joint Ventures or Associate Companies.

12. Change in the nature of business

The Company has inserted clause 2 after Clause III (A) (1) of Main Object Clause of the Memorandum of Association of the Company vide passing Special Resolution via Postal Ballot dated March 09th, 2024 as under:

“To carry on the business as manufacturers, jobwork, producers, makers, converters, traders, importers, exporters, buyers, sellers, retailers, wholesalers, suppliers, stockists, agents, subagents, merchants, distributors, or otherwise to deal of HVLS Fans (High Voltage Low-Speed Fans), Pre Engineered Building, fabrication, Stone Plastic Composite Flooring, Aluminium Furniture, Plastic Compounding, and all kinds of allied products thereof and PVC related Products, or services related to or ancillary to the aforementioned business activities.”

Further the Company has altered the Articles of Association by deleting the word "common seal” in relevant clauses of Articles of Association.

13. Material changes and commitments affecting the financial position of the company

a) The Company had completed its Initial Public Offer (IPO) and alloted fresh issue of 36,60,000 equity shares of face value of Rs. 10 each.

b) The Company has announced a pivotal move into two burgeoning markets with the initiation of Pre-Engineered Building (PEB) manufacturing and High-Volume Low Speed (HVLS) Fan assembly. This strategic expansion underscores KAKA Industries'' commitment to innovation, market responsiveness, and consolidating related businesses under one roof.

c) The Company has commenced its plant at Village Lasundra, Tehsil Kathlal, District Kheda, Gujarat represents Phase 1 of Kaka Industries Limited''s ambitious expansion initiative. With an impressive initial production capacity of approximately 13,000 metric tons per annum for polymer compounding, this facility is poised to emerge as an epitome of excellence within the polymer industry.

d) The Company has installed state-of-the-art 1300 KW solar power plant at its new factory, situated at Village Lasundra, Tehsil Kathlal, District Kheda, Gujarat.

Besides above there have been no material changes and commitments, affecting the financial position of

the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

14. Details of significant and material orders passed by the regulators, courts and tribunals

The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Company''s operations in future.

15. Internal Control and their adequacy

The Company has a well-established internal control system. The Company strives to maintain a dynamic system of internal controls over financial reporting to ensure reliable financial record-keeping, transparent financial reporting and disclosure and protection of physical and intellectual property.

16. Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo, are enclosed as Annexure -I to the Board''s report.

III. Resignation of Mr. Ushakant Naranbhai Patel (DIN: 10053093) from the position of Independent Director of the Company w.e.f. May 05th ,2023. The Board places on record the appreciation for services during his tenure as a director of the Company;

IV. Annual Evaluation of Board Performance and Performance of its Committees and of Individual Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Stakeholders Relationship, Nomination & Remuneration Committees from time to time.

V. Nomination and Remuneration Policy:

The policy on nomination and remuneration of Directors, Key Managerial Personnel and other employees has been formulated in terms of the provision of The Companies act, 2013 and SEBI (LODR) Regulation, 2015 in order to pay equitable remuneration to the Directors, Key Managerial Personnel and employees of the Company and to harmonise the aspiration of human resources consistent with the goals of the Company. The Remuneration Policy has been updated on the website of the Company at: https://www. kakaprofile.com/wp-content/uploads/2023/04/ Nomination-and-Remuneration-Policy.pdf

VI. Particulars of Employees:

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate "Annexure-II” forming part of this report. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of your Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.

Apart from the above, no changes occurred in the Directorship of the company.

18. Declaration by independent directors

All Independent Directors have given their declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Listing Regulations. In the opinion of the Board, all the Independent Directors are well experienced business leaders. Their vast experience shall greatly benefit the Company. Further, they possess integrity and relevant proficiency which will bring tremendous value to the Board and to the Company.

19. Board Meetings and participation of directors thereat

• During the financial year 2023-24, 34(Thirty-Four) Board Meetings were held. The interval between any two meetings was well within the maximum allowed gap of 120 days.

• The attendance of each of the Directors at the meeting of the Board Meeting during the year under review is as under:

17. Directors and Key Managerial personnel

The Board of the Company comprises of following Directors and Key Managerial Personnel:

Sr. No.	Name of Director & Key Managerial personnel	Designation	DIN
1.	Mr. Rajesh Dhirubhai Gondaliya	Managing Director & Chairman	03454540
2.	Mr. Bhavin Rajeshbhai Gondaliya	Whole Tiem Director	07965097
3.	Mrs. Prabhaben Rajeshbhai Gondaliya	Non Executive Director	06851276
4.	Mr. Niraj Davariya	Independent Director	09371601
5.	Mr. Jaimish Govindbhai Patel	Independent Director	09647742
6.	CA Chintan Jayantibhai Bodar	CFO	-
7.	Mrs. Vandana Arun Baldi	Company Secretary	-

I. Mr. Rajesh Dhirubhai Gondaliya (DIN: 03454540), retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment as per the provisions of the section 148 & 152 Companies Act, 2013. The resolutions seeking shareholders''

approval for their re-appointments forms part of the Notice.

II. Appointment of Mr. Jaimish Govindbhai Patel (DIN:09647742) an independent director of the Company w.e.f. May 05th ,2023;

Name and DIN of the Directors	Designation	Number of Board meetings during the year 2023-24
		Held	Attended
Mr. Rajesh Dhirubhai Gondaliya (DIN: 03454540)	Managing Director & Chairman	34	34
Mr. Bhavin Rajeshbhai Gondaliya (DIN: 07965097)	Whole Time Director	34	34
Mrs. Prabhaben Rajeshbhai Gondaliya (DIN: 06851276)	Non-Executive Director	34	26
Mr. Niraj Davariya (DIN: 09371601)	Independent Director	34	26
Mr. Ushakant Naranbhai Patel (DIN: 10053093) (up to May 05th,2023)	Independent Director	5	5
Mr. Jaimish Govindbhai Patel (DIN: 09647742) (w.e.f. May 05th,2023)	Independent Director	29	26

• Further, The Board, as on March 31st, 2024, had four committee namely the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility (CSR) Committee.

During the financial year 2023-24, 1 (One) Corporate Social Responsibility Committee Meetings were held.

Name of the Committee Members	Designation	Number of Corporate Social Responsibility Committee meetings during the year 2023-24
		Held	Attended
Mr. Bhavin Rajeshbhai Gondaliya (DIN: 07965097)	Chairman	1	1
Mr. Niraj Davariya (DIN: 09371601)	Member	1	1
Mrs. Prabhaben Rajeshbhai Gondaliya (DIN: 06851276)	Member	1	1

• During the year, the Company has conducted following General Meeting

Type of General Meeting	Date of General Meeting	Mode of Meeting
Extra Ordinary General Meeting	May 05th, 2023	Physical
Annual General Meeting	June 01st, 2023	Physical
Extra Ordinary General Meeting	March 7th, 2024	Postal Ballot/ E-voting

The details of composition, meetings and attendance as under:

• During the financial year 2023-24, 12(Twelve) Audit Committee Meetings were held.

Name of the Committee Members	Designation	Number of Audit Committee meetings during the year 2023-24
		Held	Attended
Mr. Ushakant Naranbhai Patel (DIN: 10053093) (Resigned w.e.f. May 05th ,2023)	Chairman Resigned w.e.f. May 05th ,2023	2	2
Mr. Jaimish Govindbhai Patel (DIN: 09647742) (Appointed w.e.f. May 05th ,2023)	Chairman	10	10
Mr. Niraj Davariya (DIN: 09371601)	Member	12	12
Mr. Bhavin Rajeshbhai Gondaliya (DIN: 07965097)	Member	12	12

• During the financial year 2023-24, 1 (One) Nomination and Remuneration Committee Meetings were held.

Name of the Committee Members	Designation	Number of Nomination & Remuneration meetings during the year 2023-24
		Held	Attended
Mr. Niraj Davariya (DIN: 09371601)	Chairman	1	1
Mr. Jaimish Govindbhai Patel (DIN: 09647742) (Appointed w.e.f. May 05th ,2023)	Member	1	1
Mrs. Prabhaben Rajeshbhai Gondaliya (DIN: 06851276)	Member	1	1

• During the financial year 2023-24, 1 (One) Stakeholder Relationship Committee Meetings were held.

Name of the Committee Members	Designation	Number of Stakeholders Relationship Committee meetings during the year 2023-24
		Held	Attended
Mr. Jaimish Govindbhai Patel (DIN: 09647742) (Appointed w.e.f. May 05th ,2023)	Chairman	1	1
Mr. Niraj Davariya (DIN: 09371601)	Member	1	1
Mrs. Prabhaben Rajeshbhai Gondaliya (DIN: 06851276)	Member	1	1

20. Constitution of Audit and Nomination and Remuneration Committee:

Audit Committee:

Our Company has re-constituted Audit Committee on May 8th, 2023 as per the applicable provisions of the Section 177 of the Companies Act, 2013 read with rule 6 of the companies (Meeting of board and its power) Rules, 2014 and Regulation 18 of SEBI Listing Regulations.

As on March 31st, 2024, The Audit Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Jaimish Govindbhai Patel (DIN: 09647742)	Chairman	Independent Director
Mr. Niraj Davariya (DIN: 09371601)	Member	Independent Director
Mr. Bhavin Rajeshbhai Gondaliya (DIN: 07965097)	Member	Whole Time Director

21. Nomination and Remuneration Committee:

Our Company has re-constituted Nomination and Remuneration Committee on May 8th, 2023 as per applicable provisions of the Schedule V and other applicable provisions of the Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and its power) Rules, 2014 and Regulation 19 of SEBI Listing Regulations.

As on March 31st 2024 The Nomination and Remuneration Committee comprised of

Name of the Director	Status in Committee	Nature of Directorship
Mr. Niraj Davariya (DIN: 09371601)	Chairman	Independent Director
Mr. Jaimish Govindbhai Patel (DIN: 09647742)	Member	Independent Director
Mrs. Prabhaben Rajeshbhai Gondaliya (DIN: 06851276)	Member	Non-Executive Director

22. Stakeholders Relationship Committee:

Our Company has re-constituted Stakeholders Relationship Committee on May 8th, 2023 as per the applicable provisions of the Section 178(5) of the Companies Act, 2013 read with rule 6 of the companies (Meeting of board and its power) rules, 2014 and Regulation 20 of SEBI Listing Regulations.

As on March 31st, 2024, the Stakeholders Relationship Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Jaimish Govindbhai Patel (DIN: 09647742)	Chairman	Independent Director
Mr. Niraj Davariya (DIN: 09371601)	Member	Independent Director
Mrs. Prabhaben Rajeshbhai Gondaliya (DIN: 06851276)	Member	Non-Executive Director

23. Industrial Relations

The Company has adequate skilled & trained workforce for its various areas of operations and the skills up gradation of which is being done on continuous basis for improving the plant operations and quality process. The Company has taken sufficient measures to maintain Industrial Health and Safety at its workplace for employees as laid in the Gujarat State Factories Rules, 1963. The Company is also complying and maintaining all applicable Industrial and Labour laws/ rules.

24. Policy Relating to Directors Appointment and Remuneration

The Company has made disclosure Policy for appointment and remuneration of directors and other matters referred to in Section 178(3) of the Act with rule 6 of the Companies Meeting of Board and its power), Rules, 2014 and the details of the same as provided in company''s web site https:// kakaprofile.com/investors/company-policies/

25. Director Remuneration

During the year the Company has paid remuneration and Sitting fees to its Directors as more particularly described in notes to accounts of Audited Financial Statement.

26. Directors Responsibility Statement

To the best of the knowledge and belief of the Directors of the Company and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013.

(a) In the preparation of the annual accounts for the year ended March 31st, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

(b) The Directors'' have selected such accounting policies, applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true

and fair view of the state of affairs of the Company as at March 31st, 2024and of the profit of the Company for the year ended on that date.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

27. Related Party Transactions

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. However, as part of good corporate governance, the Company has taken prior omnibus approval of the Board is obtained on annual basis for the transactions which are of a foreseen and repetitive nature. Your Directors draw your attention to notes to the financial statements for detailed related party transactions entered during the year.

Since all the related party transactions were entered by the Company in ordinary course of business and were in arm''s length basis, FORM AOC- 2 is not applicable to the Company.

28. Statutory Auditor

Your directors are pleased to inform that pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s.

DINESH R THAKKAR & CO., Chartered Accountant, FRN: 102612W, Ahmedabad has been appointed as the Statutory Auditor of the Company till the conclusion of 6th Annual General Meeting i.e. till the financial year 2024-25.

29. Review of Auditors Report

The Statutory Auditors of the Company have given their Audit Report on the standalone financial statements of the Company for the financial year ended March 31st, 2024. All the items on which the Auditors'' have commented in their report are selfexplanatory and suitably explained in the Notes to the Accounts. There is no qualification, reservation, adverse remark, comments, observations or disclaimer given by the Statutory Auditors in their report.

30. Secretarial Audit and Auditors Report

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Murtuza Mandorwala & Associates, Practicing Company Secretary (Membership No. F10745 and C.P No.:14284) to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit report for the financial year ended March 31st, 2024 is annexed herewith as "Annexure III” to this report. The Secretarial Audit Report does not contain any qualification, reservation and adverse remark.

Further A certificate has been issued by M/s. Murtuza Mandorwala & Associates., Company Secretaries in practice, confirming that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as director by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The certificate is annexed as "Annexure - IV” to this Report.

31. Internal Auditor:

In terms of Section 138 of the Companies Act, 2013 and Rules made there under, CA Dharmendra R Thakkar (D.R. Thakkar & Associates), Chartered Accountants, Membership No. 101292, FRN : 117286W, Ahmedabad , have been appointed as an Internal Auditors of the Company for Financial Year 2023-24.

During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope

of works includes, Review of the accuracy and reliability of the Corporation accounting records and financial reports, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths, opportunities for cost saving and recommending company for improving cost efficiencies.

32. Cost Auditor

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014, the company has appointed M/s BRS & Associates (FRN: 000730), Cost Accountants, Ahmedabad cost auditor to audit the cost records of the company for the financial year 2023-24.

In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor has to be approved by the Members of the Company. The resolutions seeking approval of the remuneration of the Cost Auditor for the financial year 2024-25 forms part of the Notice.

33. Annual Return

Pursuant to the requirement under section 134(3) (a) and 92(3) of the Companies Act, 2013 (''the Act''), it is hereby reported that the Company is maintaining website https://www.kakaprofile.com and the copy of form MGT-7 Annual Return for year ended March 31st, 2024 is also placed on it.

34. Business Risk Management

The Risk Management process that is followed to identify, assess and prioritize risks that need to be minimized, monitored and mitigated is quite elaborate. These measures help in reducing and controlling the impact of adverse events and maximize the realization of opportunities.

35. Corporate Social Responsibility

In compliance with the provisions of section 135 of Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted Corporate Social Responsibility Policy. In order to implementing CSR Policy, the Company has constituted CSR Committee. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, Constitution Committee, the initiatives undertaken by the Company on CSR activities during the year and other disclosures are set out in Searchable Mode of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The company through its CSR initiative towards supporting projects in the areas of education,

As on March 31st, 2024, the CSR Committee comprised of:

Name of the Director	Status in Committee	Nature of Directorship
Mr. Bhavin Rajeshbhai Gondaliya (DIN: 07965097)	Chairman	Whole Time Director
Mr. Niraj Davariya (DIN: 09371601)	Member	Independent Director
Mrs. Prabhaben Rajeshbhai Gondaliya (DIN: 06851276)	Member	Non-Executive Director

healthcare, rural development, women empowerment and various other social matters continues to enhance value creation in the society and in the community in which it operates, through

36. Corporate Governance:

Your company provides utmost importance at best Governance Practices and are designated to act in the best interest of its stakeholders. Better governance practice enables the company to introduce more effective internal controls suitable to the changing nature of business operations, improve performance and also provide an opportunity to increase stakeholders understanding of the key activities and policies of the organization.

Further Pursuant to Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements),Regulations, 2015, read with Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 regulation of corporate governance are not applicable to company Hence, 05th Annual Report does not contain the Corporate Governance Report. Further, as and when the company falls under the applicability to provide Corporate Governance Report.

37. Management Discussion & Analysis Report:

Management''s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as "Annexure VI"

38. Code of Conduct

The Board of Directors has a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company''s website at https:// www.kakaprofile.com.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in

its services, conduct & initiatives, so as to promote sustained growth for the society and community, in fulfillment of its role as Socially Responsible Corporate.

their business and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

39. Reporting of frauds by auditors

During the year under review, the statutory auditor has not reported to the board, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

40. Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism for the Directors and Employees of the Company by adopting the Whistle Blower Policy to report about the genuine concerns, unethical behavior, fraud or violation of Company''s Code of Conduct. The Company has in place a confidential reporting mechanism for any whistle blower to report a matter.

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

Your Company has in place a formal policy for the prevention of sexual harassment of its women employees in line with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013". The Company has formed Internal Complaint Committee who periodically conducts sessions for employees across the organization to build awareness about the

Policy and the provisions of Prevention of Sexual Harassment Act.

42. Appointment of RTA:

M/s Bigshare Services Private Limited is a Registrar and Share Transfer Agent of the company in order to Compliance with the provision of Companies Act, 2013.

All the equity shareholders of the Company have Demat their Equity Shares as on March 31st, 2024 and none of shareholders holding shares in physical form.

43. Material Orders

In pursuance to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

44. Listing with Stock Exchange

The Company confirms that it has not defaulted in paying the Annual Listing Fees for the financial year 2023-24 to the BSE Limited where the shares of the Company are listed.

45. Prevention of Insider Trading

The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

46. Status of Cases Filed Under Insolvency and Bankruptcy Code, 2016

No such process initiated during the period under review under the Insolvency and Bankruptcy Code, 2016 (IBC)

47. Compliances of Applicable Secretarial Standards

The Board of Directors affirms that the company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India SS-1 and SS-2 respectively relating to Meetings of the Board, its Committees and the General Meetings.

48. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

Not Applicable

49. Transfer to Investor Education & Protection Fund

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as "the Act") read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the "IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the shareholders for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority, but there is no such unpaid dividend of last seven years, so this clause is not applicable to the company.

50. Acknowledgement and appreciation

The Directors take this opportunity to express their deep sense of gratitude to the Banks, Central and State Governments and their Departments and the Local Authorities for their continued guidance and support. Your Directors would also like to record its appreciation for the support and cooperation your Company has been receiving from its suppliers, dealers, business partners and others associated with the Company. Your Directors place on record their sincere appreciation to the employees at all levels for their hard work, dedication and commitment. And to you, our shareholders, we are deeply grateful for the confidence and faith that you have always reposed in us.

For and on behalf of the Board of Directors KAKA INDUSTRIES LIMITED

Rajesh Dhirubhai Gondaliya

Place: Ahmedabad Managing Director & Chairman

Date: August 5th, 2024 (DIN:03454540)