Directors Report of Kasturi Metal Composite Ltd.

Mar 31, 2024

The Directors of your Company are pleased to present the Board’s Report on the business and
operations of the Company along with the Audited Financial Statements for the financial year
ended on 31^st March 2024.

1. FINANCIAL SUMMARY AND HIGHLIGHTS:

The financial performance of the Company, for the period ended 31^st March 2024 is
summarized below:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	FY 2023-24	FY2022-23	FY 2023-24	FY 2022-23
Revenue from Operations	4,019.63	3,711.93	4,973.28	-
Other Income	123.16	28.47	32.22
Total Income	4,142.79	3,740.40	5005.50
Less: Total Expenditure	3,897.73	3,487.74	4704.46
Profit / (Loss) Before Prior & Exceptional Items and Tax	245.06	252.66	301.04
Less: Prior Period Expenses	-	-	-
Exceptional Items	57.44	-	57.44
Profit/(Loss) Before Tax	187.62	252.66	243.60
Less: Current Tax	46.00	64.07	111.36
Less: Short/Excess provision of Tax	2.42	0.22	2.42
Less: Deferred Tax	(20.50)	(1.45)	(31.84)
Tax adjustment relating to previous year
NetProfit/(Loss) after Tax	159.70	189.82	161.66

On standalone basis, the total income for the financial year ended March 31,2024 was Rs.4,142.79
lakhs, compared to the previous year''s income of Rs.3,740.40 lakhs. Our total income on
consolidated basis for the financial year ended March 31, 2024 was Rs.5005.50 lakhs. The
company was not required to prepare consolidated financials in the previous year as there was
no requirement under the Companies Act, 2013.

The Company has earned profit after tax of Rs.159.70 lakhs for the financial year ended March
31, 2024 and had earned profit after tax of Rs.189.82 lakhs for the financial year ended March
31,2023.

2. CONSOLIDATED FINANCIAL RESULTS:

The Company has prepared a Consolidated Financial Statement in accordance with the
applicable accounting standards as prescribed under the Companies (Accounts) Rules, 2014 of
the Companies Act, 2013 ("the Act”). The Consolidated Financial Statement reflects the results of
the Company and Dura floor Concrete Solutions LLP which was acquired by the company
pursuant to LLP agreement dated December 29, 2023. The Audited Consolidated Financial
Statement together with the Independent Auditors’ Report thereon is annexed to this Report.
The summarized Consolidated Financial summary is provided above in point No.l of this
Report.

3. DIVIDEND:

The Company has not recommended, declared and paid any dividend during the financial year
under review.

4. TRANSFER TO RESERVES:

The Company has transferred an amount of Rs. 159.69 lakhs to general reserves during the
financial year under review.

5. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company was not required to transfer any funds to the investor education and protection
fund as per the provisions of Section 125 of the Act during the financial year under review.

6. SHARE CAPITAL:

6.1 Change in Capital Structure:

a) Subdivision of equity share capital:

The company has sub-divided its equity share capital by passing of an ordinary
resolution in the Extra Ordinary General Meeting held on December 26, 2023. The face
value of equity share was Rs.100/- per share which was sub-divided into face value of
Rs.10/- per share. With this sub division of equity share capital, the authorized, issued,
subscribed and paid up equity share capital of the company having face value of
Rs.100/- each stands sub-divided into 10 equity shares of face value of Rs.10/- each and

the number of equity shares has been increased from 79,120 having face value of
Rs.100/- each to 791,200 having face value of Rs.10/- each.

b) Issue and Allotment of Equity Shares on Private Placement:

The Company at the Extraordinary General Meeting held on March 1st, 2024, has offered
and issued on a Private Placement basis to Mr. Samit Singhai and Mr. Akash Singhai,
shareholders and directors of the company, 219,116 Equity Shares having face value of
Rs.10/- per share with an attached premium of Rs.123.60/- per share, free and clear of
all encumbrances, along with all associated rights, title, and interests, for an aggregate
subscription amount of Rs.2,92,73,897.60/-, in exchange for the acquisition of 98% of
the capital of Dura floor Concrete Solutions LLP.

6.2 Buy-back of Securities:

The Company has not bought back any of its securities during the financial year under review.

6.3 Sweat Equity:

The Company has not issued any sweat equity shares during the financial year under review.

6.4 Bonus Shares:

The Company has not issued any bonus shares during the financial year under review.

6.5 Employee Stock Option Plan:

Pursuant to the approval of the Board in its meeting held on 20th December, 2023, and the
approval of the Members in their meeting held on 26th December, 2023, the Company
introduced the "Employee Stock Option Plan" ("the Scheme") to issue the employee stock
options to the eligible employees of the Company as per the Scheme.

Below are the details related to ESOPs as on 31^st March, 2024:

(a) options granted: Nil

(Â¥) options vested: Nil

(c) options exercised: Nil

(d) the total number of shares arising as a result of exercise of options: Nil

(e) options lapsed: Nil

(f) the exercise price: INR 10/- per option

(g) variation in terms of options: As per the scheme

(h) money realised by exercise of options: Not applicable
(T) total number of options in force: Nil

0) employee wise details of options granted to:

(i) Key Managerial Personnel; Nil

(ii) any other employee who receives a grant of options in any one year of options
amounting to five percent or more of total options granted during that year; Nil

(iii) identified employees who were granted options, during any one year, equal to or
exceeding one percent of the issued capital, excluding outstanding warrants and
conversions, of the company at the time of grant: Nil

7. DETAILS OF SUBSIDIARY/jOINT VENTURES/ASSOCIATE COMPANIES:

a) Subsidiaries:

During the year under review, the Company did not have any subsidiaries as defined under
Section 2(87] of the Companies Act, 2013.

However, the Company has made a strategic acquisition by obtaining 98% of the capital
contribution in Dura floor Concrete Solutions LLP. This acquisition grants the Company
significant control over the LLP, thereby enabling it to exercise considerable influence over its
operations. Through this control, the Company stands to benefit from Dura floor''s established
market reputation and specialized expertise in the flooring sector. The synergy between the two
entities is expected to enhance the Company’s growth prospects, allowing it to expand its
market presence and leverage the operational capabilities of Dura floor Concrete Solutions LLP.

b) Associate Companies and Joint Ventures:

As on 31^st March, 2024, there are no Associates and Joint Ventures within the meaning of
Section 2(6] of the Companies Act, 2013.

8. PERFORMANCE_AND FINANCIAL HIGHLIGHTS OF_SUBSIDIARY COMPANIES,

ASSOCIATE COMPANIES OR JOINT VENTURES AND THEIR CONTRIBUTION TO OVERALL
PERFORMANCE OF THE COMPANY:

In accordance with the provisions of Section 129(3] of the Companies Act, 2013, a statement
containing the salient features of the financial statements of the Company’s subsidiaries,
associate companies and joint ventures, typically required in Form AOC-1, is not applicable in
this case, as the Company does not have any subsidiaries or associate companies or joint
ventures as defined under Section 2(6] or 2(87] of the Companies Act, 2013. Therefore, there is

no requirement to attach such a statement in the Board’s Report.

However, considering the Company’s significant interest in Dura floor Concrete Solutions LLP, in
which it has acquired 98% of the capital contribution, a statement outlining the salient features
of the financial statements of Dura floor Concrete Solutions LLP has been included in Annexure
-1. This provides shareholders and stakeholders with essential financial information about the
LLP, reflecting the Company’s substantial control and involvement in its operations, and
showcasing the LLP’s contribution to the Company’s overall financial position and market
performance.

9. DEPOSITS:

The details relating to the deposits covered under Chapter V of the Act are as under:

(a) Deposits accepted during the year: Your Company has not accepted any deposits within the
meaning of Section 2(31) read with Section 73 of the Act, and as such, no amount of principal or
interest was outstanding as on the date of the Balance Sheet.

(b) Remained unpaid or unclaimed as at the end of the year: Not applicable

(c) Whether there has been any default in repayment of deposits or payment of interest thereon
during the year:

Not applicable

(d) The details of deposits which are not in compliance with the requirements of Chapter V of
the Act: Not applicable.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans and advances & investment made as required under section 186 of the
Companies Act 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 are
given under Note No. 12 and 31 to the Audited Standalone financial statements which forms
part of this Annual Report. The Company has not provided any guarantee or any security to any
other person, body-corporate, etc. during the year under review.

11. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 is enclosed as Annexure - 2 to this report.

12. DIRECTORS:

A. Composition of Board of Directors:

The composition of Board of Directors of the Company as on March 31, 2024 is as follows:

Sr. No.	Name of Director	DIN	Category	Date of Appointme nt	Date of Cessation
1.	Akash Surendra Singhai	01364889	Executive Director	24/11/2005	-
2.	Samit Surendra Singhai	00907782	Managing Director	24/11/2005	-
3.	Mayur Ashok Zamvar	00854887	Non-Executive Director	26/12/2023

B. Changes in Directors of the company:

There were no changes in the directorship after the closure of the financial year. However,
during the financial year, the following changes in Directors have occurred:

Sr. No.	Name of Director	DIN/ PAN	Category	Date of Appointme nt	Date of Cessation
1.	Mayur Ashok Zamvar	00854887	Non-Executive Director	26/12/2023
2.	Surendra Fatechand Singhai	00907865	Executive Director	01/11/2006	20/12/202 3
3.	Lata Surendra Singhai	01364903	Non-Executive Director	01/11/2006	20/12/202 3
4.	Alka Samit Singhai	05315921	Executive Director	28/08/2013	20/12/202 3
5.	Pallavi Akash Singhai	06641324	Executive Director	28/08/2013	20/12/202 3

C. Independent director:

Pursuant to Section 149(7) of the Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors) Rules, 2014, there is no requirement to appoint
Independent Director during the year under review.

13. KEY MANAGERIAL PERSONNEL fKMPl:

As on 31^st March, 2024, the following were the KMPs:

• Mr. Samit Singhai, Managing Director

• Mr. Nand Lai Patel, Company Secretary (Mr. Nand Lal Patel has resigned from his
position with effect from April 30, 2024 due to personal reasons.)

14. AUDITORS:

a) Statutory Auditors:

The shareholders of the Company in its meeting held on 26th December, 2023, appointed
M/s NDAA & Associates LLP, Chartered Accountants, (FRN: 129486W) as statutory auditor in
casual vacancy due to resignation of M/s Kaloti & Lathiya, Chartered Accountants, (FRN:
104589W), who held the office till the conclusion of the ensuing Annual General Meeting.

The Board recommends appointment of M/s NDAA & Associates LLP, Chartered Accountants,
(FRN: 129486W) as statutory auditor of the company for a term of 5 years starting from the
conclusion of the ensuing Annual General Meeting till the conclusion of Annual General
Meeting to be held in the year 2029. Their appointment shall be subject to member''s
approval at the ensuing Annual General Meeting of the Company.

M/s NDAA & Associates LLP has confirmed that they are not disqualified and confirmed their
eligibility and willingness to be appointed as a statutory auditor.

b) Cost Auditor:

The Company is not required to maintain cost records in terms of the requirements of
Section 148 of the Act and rules framed thereunder, hence such accounts and records are not
required to be maintained by the Company.

c) Secretarial Auditors:

During the year under review, the provisions of section 204 of Companies Act, 2013
regarding mandatory secretarial audit are not applicable to the company.

d) Internal Auditors:

During the year under review, the Company was not required to appoint Internal Auditor in
terms of the requirements of Section 138 of the Act and rules framed thereunder.

15. EXPLANATION ON ANY ADVERSE REMARK AND COMMENT BY THE AUDITORS:

There are no qualifications or adverse remarks in the Auditors'' Report of M/s. NDAA &
Associates LLP, Chartered Accountants which require any clarification/ explanation. The Notes
on financial statements are self-explanatory, and needs no further explanation.

The report of the Statutory Auditor forms part of this Board Report 2023-24. Also, no frauds in
terms of the provisions of Section 143(12) of the Act have been reported by the Statutory
Auditors in their report for the year under review.

In addition, the statutory auditor has reported in its report that accounting software has been
used, for maintaining books of account which have a feature of recording audit trail (edit log)
facility and the same has been operated throughout the year for all relevant transactions
recorded in the software. Further, during their course of audit they did not come across any
instance of audit trail feature being tampered with.

16. ANNUAL RETURN:

As per provisions of Section 92(3) read with Section 134 of the Companies Act, 2013 (‘the Act’),
the Annual Return of the Company is placed on the website of the Company at
https://steelfiberindia.in/

17. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The provisions of Section 135 of Companies Act, 2013 are not applicable to the Company and
hence there is no requirement to constitute a Corporate Social Responsibility Committee.

18. VIGIL MECHANISM:

During the year under review, the Company is not required to establish a vigil/whistle blower
mechanism policy to report unethical behaviors, malpractices, wrongful conduct, fraud,
violation of the company''s policies & Values, violation of law by any employee without any fear
of retaliation as required under Section 177 of the Companies Act, 2013.

19. RISK MANAGEMENT POLICY:

The Company’s risk management framework is in line with the current best practices and
effectively addresses the emerging challenges in a dynamic business environment. The company
as on date of this report does not face any operational, economical, inflationary, or other risks
which in the opinion of the Board may threaten the existence of the company.

20. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT A WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL). ACT 2013:

The Company is committed to provide a healthy environment to all the employees and thus does
not tolerate any sexual harassment at workplace. The Company has in place, "Policy on
Prevention, Prohibition and Redressal of Sexual Harassment." The policy aims to provide
protection to employees at the workplace and preventing and redressing complaints of sexual
harassment and it covers matters connected or incidental thereto. The Company has complied
with the provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013.

During the year under review the Company has not received any compliant of sexual
harassment.

21. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, your Company has complied with the Secretarial Standards 1 and
2 on meetings of the Board of Directors and on General Meetings, respectively, issued by the
Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, in
terms of Section 118(10] of the Act.

22. CHANGE IN NATURE OF BUSINESS:

During the year under review, the nature of business of the company has not changed.

23. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

During the year under review there were no orders passed by any Regulators, Courts, or
Tribunal against the Company.

24. ATTENDANCE OF DIRECTORS AT BOARD MEETINGS DURING THE FINANCIAL
YEAR ENDED MARCH 31. 2024:

During the financial year under review, the Board met 10 (Ten] times. The maximum interval
between any two meetings did not exceed 120 days. The details of directors’ attendance at the
Board meetings and the annual general meeting held during the year are given below:

Sr. No.	Date of Meeting	Attendance of Directors
1.	30/04/2023	Mr. Samit Surendra Singhai Mr. Akash Surendra Singhai Mr. Surendra Fatechand Singhai Mrs. Lata Surendra Singhai

		Mrs. Alka Samit Singhai Mrs. Pallavi Akash Singhai
2.	15/07/2023	Mr. Samit Surendra Singhai Mr. Akash Surendra Singhai Mr. Surendra Fatechand Singhai Mrs. Lata Surendra Singhai Mrs. Alka Samit Singhai Mrs. Pallavi Akash Singhai
3.	06/09/2023	Mr. Samit Surendra Singhai Mr. Akash Surendra Singhai Mr. Surendra Fatechand Singhai Mrs. Lata Surendra Singhai Mrs. Alka Samit Singhai Mrs. Pallavi Akash Singhai
4.	20/12/2023	Mr. Samit Surendra Singhai Mr. Akash Surendra Singhai Mr. Surendra Fatechand Singhai Mrs. Lata Surendra Singhai Mrs. Alka Samit Singhai Mrs. Pallavi Akash Singhai
5.	26/12/2023	Mr. Samit Surendra Singhai Mr. Akash Surendra Singhai Mr. Mayur Ashok Zamvar
6.	02/01/2024	Mr. Samit Surendra Singhai Mr. Akash Surendra Singhai Mr. Mayur Ashok Zamvar
7.	05/01/2024	Mr. Samit Surendra Singhai Mr. Akash Surendra Singhai Mr. Mayur Ashok Zamvar
8.	30/01/2024	Mr. Samit Surendra Singhai Mr. Akash Surendra Singhai Mr. Mayur Ashok Zamvar
9.	01/03/2024	Mr. Samit Surendra Singhai Mr. Akash Surendra Singhai Mr. Mayur Ashok Zamvar
10.	22/03/2024	Mr. Samit Surendra Singhai Mr. Akash Surendra Singhai Mr. Mayur Ashok Zamvar

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the transactions with related parties are in the ordinary course of business and on arm’s
length basis. The details of the transactions entered between the Company and the related
parties under Section 188 of the Companies Act, 2013 are given in AOC-2 as Annexure-3 to this
report.

The Disclosures as required under Accounting Standard - 18 "Related Party Disclosures” have
been provided in Note No. 31 of the Standalone Financial Statements

26. MATERIAL CHANGES AND 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
AND THE DATE OF REPORT:

There are no other material changes affecting the financial position of the Company between the
end of the Financial Year of the Company to which the Financial Statements relate and to the
date of Report.

27. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to the Financial
Statements. During the year, such controls were tested and no reportable material weaknesses
in the design or operation were observed.

28. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, based on the
representations received from the operating management and after due enquiry, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(b) They had 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 31^st March, 2024 and
of the loss of the Company for that period;

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

(d) They had prepared the annual accounts on a going concern basis;

(e) They had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively;

(f) They have devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems were adequate and operating effectively.

29. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

The Company does not have any pending application or proceeding under the Insolvency and
Bankruptcy Code, 2016 for the financial year 2023-24

30. THE DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE
AT THE TIME OF ONE - TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF

During the financial year 2023-24 there has been no one - time settlement for loan taken from
banks or financial institutions.

31. APPRECIATION:

Your Directors wish to express their grateful appreciation to the continued co-operation
received from the Banks, Government Authorities, Vendors and Shareholders during the year
under review. Your Directors also wish to place on record their deep sense of appreciation for
the committed service of the Executives, staff and Workers of the Company. Your directors
would also like to extend their gratitude towards our business partners, associates, vendors and
the Central, State governments and government agencies for their sustained support. Your
directors would also like to express their sincere appreciation to you for your continued faith,
trust, encouragement, and support.

ON BEHALF OF THE BOARD OF DIRECTORS
OF KASTURI METAL COMPOSITE LIMITED

SAMIT SURENDRA SINGHAI AKASH

Managing Director Director''

DIN: 00907782 DIN: 01364889

Place: Amravati

Date: 27^th September, 2024