Directors Report of KCD Industries India Ltd.

Mar 31, 2024

Your directors are pleased to present 39^th (Thirty Nineth) Report of the company to their shareholders together with
Audited Financial Results and Annexures thereon:

1. Financial Performance:

The financial performance of the company can be evaluated on the basis of data provided in the following table.
For further details, members are requested to refer financial statements forming part of this annual Report.

Particulars	Stanc	alone	Consolidation
	As on 31/03/2024	As on 31/03/2023	As on 31/03/2024	As on 31/03/2023
Total Income	2164.446	475.078	2164.456	-
Earnings before Taxes & Depreciation	352.069	167.648	335.798	-
(-) Depreciation	-	-	-	-
Profit before Tax & Exceptional Item	352.069	167.648	335.798	-
(-) Exceptional Item	-	-	-	-
Profit Before Tax	352.069	167.648	335.798	-
(-) Provision for Tax (current, deferred & Income Tax)	96.473	4.842	96.473	-
Profit After Tax	255.596	162.806	239.325	-
EPS	2.556	1.628	2.393	-

2. Operational Highlights:

During the year under review, gross annual revenue stands at Rs. 2164.446 lakhs as compared to Rs. 475.078 lakhs
for previous year. Profit before tax stands at Rs. 352.069 lakhs as compared to profit of Rs. 167.648 lakhs in previous
year. Profit after tax stands at Rs. 255.596 lakhs as compared to profit of Rs. 162.806 lakhs in previous year.

3. The state of affairs of the Company:

The Company is operating in construction field. There is no change in nature of business or affairs of the Company.

4. Transfer to Reserves:

During the period under review, no amount is to be transferred to General Reserve.

5. Dividend:

To meet the requirement of funds for standard functioning of the organization, your directors do not recommend
any dividend for the year.

fk Slhnrp rartital*

Authorised Capital	Rs. 12,00,00,000/- comprises 12,00,00,000 equity shares of Re. 01/- each
Fully Paid-up Share Capital	Rs. 2,52,88,554/- comprises of 2,52,88,554 equity shares of Re. 01/- each
Partly Paid-up Share Capital	Rs. 2,96,357.75/- comprises of 1,18,54,303 equity shares of Rs. 0.25/- each
Shares held by the Directors	93,95,397 shares comprise of - 52,84,286 fully paid-up equity shares of Re. 01/-each. 41,11,111 partly paid-up equity shares of Rs. 0.25/- each

7. Right Issue:

The company has issued Equity Shares to the existing eligible shareholders on Right Issue Basis at an issue price
of Rs. 18/- each including a share premium of Rs. 17/- per rights equity share of the company through letter of offer
dated 19^th May 2023.

The Company had received Rs. 4.50/- (comprising Rs. 0.25/- towards face value and Rs. 4.25/- towards share
premium) per partly paid-up equity share as application money and the partly paid-up equity shares were allotted
on 08^th July 2023.

The First and Final Call Money Notice dated 14^th August 2023 was sent to the shareholders for payment of balance
amount of Rs. 13.50/- per partly paid-up equity share (comprising Rs. 0.75/- towards face value and Rs. 12.75/-
towards share premium).

The Board of directors has further approved and sent reminder notices to the holders of partly paid-up equity shares
on which the First and final Call money remains unpaid.

8. Deposits:

During the period under review, no deposits were accepted by the Company.

9. Directors and Key Managerial Personnels:

Details of Directors and Key Managerial Personnel during the year and as on date of this report are as follows:

Name	Designation	DIN/PAN	Date of appointment	Date of Resignation
Rajiv Darji	Managing Director	02088219	30/09/2021	-
Arun Kuttan	Chairman & Non-executive Director	09844434	04/01/2023	-
Sagar Shetty	Non-executive Director	09213119	07/09/2021	-
Pratik Popat	Independent Director	08415025	08/04/2019	05/09/2024
Minal Panchal	Independent Director	08415023	08/04/2019	05/09/2024
Hetal Bhanushali	Independent Director	10765179	05/09/2024	-
Manish Jain	Independent Director	00606079	05/09/2024	-
Rajiv Darji	Chief Financial Officer	ACHPD1077F	07/09/2021	-
Pankaj Yadav	Company Secretary	AIIPY8754B	06/10/2022	01/01/2024
Shefali Singal	Company Secretary	FOTPS1314P	26/03/2024	17/05/2024
Priyanka Dangayach	Company Secretary	CIFPD6608E	22/05/2024	-

10. Managerial Remuneration Policy:

The Board of Directors of the Company had framed Managerial Remuneration Policy which includes the criteria
for determining qualifications, positive attributes, independence of directors and other matters as specified under
Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of SEBI (Listing
Obligations and Disclosures Requirements) Regulations 2015.

11. Directors Responsibility Statement:

In terms of Section 134(3)(c) of the Companies Act, 2013, your Directors would like to make the following
statements to the Members, to the best of their knowledge and belief and according to the information and
representations obtained by the management:

• That in the preparation of the annual financial statements for the year ended 31^st March 2024,all the applicable

accounting standards have been followed along with proper explanation relating to material departures, if any;

• That the Directors have selected such accounting policies and applied them consistently and made judgments
and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit and loss of the Company for that period;

• That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

• That the Directors have prepared the annual accounts on a going concern basis;

• That the Directors have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively; and

• That 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.

12. Board and Committees:

Details of Board and Committees formed thereof, their compositions, meetings and attendance are mentioned in the
Corporate Governance Report forming part of this Annual Report.

13. Extract of Annual Return:

Extract of Annual Return in Form MGT 9 is enclosed herewith as “Annexure - 1”.

14. Particulars of employees:

During the period under review, no employee was paid remuneration in excess of the limit specified under Rule
5(2) of the Companies (Appointment and Remuneration) Rules, 2014. Disclosure pursuant to Section 197(12) of
the Companies Act, 2013 is enclosed herewith as “Annexure - 2” and forms part of this Report.

15. Auditors and their Reports:

Statutory Auditor:

M/s. Rawka & Associates (FRN: 021606C) were appointed by the members at the 38^th Annual General meeting of
the Company held on 29^th September 2023 as the Statutory Auditors of the Company for the period of 01(one) year
to carry on the Statutory Audit for the Financial Year 2023-24.

The Auditor’s report issued by M/s. Rawka & Associates, does not contain any qualifications, reservations and
adverse remarks or disclaimer. The note on financial statements referred to Auditors Report are self-explanatory
and do not call for further comments. There has been no instance of fraud reported by the Statutory Auditors during
the period.

The Board of Directors of the Company has proposed the appointment of M/s. J. Singh & Associates, Chartered
Accountants (FRN: 110266W), as Statutory Auditors of the Company for the period of 04(Four) years to carry on
the Statutory Audit commencing from FY 2024-25, subject to the approval of members at the ensuing general
meeting.

M/s. J. Singh & Associates have consented to the said appointment and confirmed that their appointment, if made,
would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are
not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1),
Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules,
2014.

Secretarial Auditor:

M/s. JCA & Co., Practicing Company Secretaries (PRN: 4197/2023) was appointed by Board on 30^th May 2024 to
conduct Secretarial Audit of the company for the FY 2023-24. The secretarial compliance Report is annexed
herewith as “Annexure - 3”. The Secretarial Audit Report is enclosed as “Annexure - 4” are forms integral parts of
the Directors Report.

Internal Auditor:

For FY 2023-24, the Board of Directors had appointed M/s. KSGC & Associates, Chartered Accountants (FRN:
021829C) as Internal Auditors of the Company. The Internal Auditors have been periodically reporting to the Audit
Committee with regards to their audit process and key audit findings during the year.

There are no qualifications, reservation or adverse remarks given by Internal Auditors of the Company for the
period.

Cost Auditor:

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the
Company.

16. Secretarial Standards:

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of
Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2) and other voluntarily adopted
Secretarial Standards such as Secretarial Standard on Report of the Board of Directors (SS-4) etc issued by Institute
of Company Secretaries of India.

17. Details of Subsidiary/ Joint Venture and Associate Companies:

During the period under review, the Company is having 01 (one) Subsidiary Company namely M/s. KCD Carmatrix
Private Limited incorporated on 04^th September 2023 as subsidiary company of M/s. KCD Industries India Limited.
Details are mentioned herewith in “Annexure - 5” to this report.

18. Contract and Arrangements with Related Parties:

All contracts/arrangements/transactions entered by the Company with related parties for the year under review were
on arm’s length basis and in the ordinary course of business. Particulars of contracts or arrangements with related
parties in prescribed Form AOC - 2 is annexed herewith at “Annexure - 6”.

19. Particulars of Loans, guarantees or investments under Section 186:

Details of loans, guarantees or investments made under Section 186 of the Companies Act, 2013 are given in the
note to the financial statements.

20. Material changes and comments, if any, affecting the financial position of the Company:

Other than as stated elsewhere in this report, there are no material changes and commitments affecting the Financial
Position of the Company which have occurred between the end of the Financial Year of the Company to which the
Financial Statements relate and the date of the Report.

21. Details of significant and material orders passed by the regulators or courts or tribunals:

During the period under review, no material orders have been passed by the regulators or courts or tribunals
impacting the going concern status and company’s operation in future.

22. Disclosures with respect to demat suspense account/unclaimed suspense account:

Details required for demat suspense account/unclaimed suspense accounts is provided in Corporate Governance
Report forming part of this Annual Report.

23. Management Discussion and Analysis Report:

Management Discussion and Analysis Report is enclosed as “Annexure - 7” and forms an integral part of this
Annual Report.

24. Corporate Governance Report:

Report on Corporate Governance and Certificate of Practicing Company Secretary regarding compliance of the
Conditions of Corporate Governance as stipulated in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2)
of regulation 46 of the SEBI Listing Regulations with the Stock Exchanges, are enclosed as a separate section and
forms part of this report as “Annexure - 8”.

25. Details of conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo:

• Conservation of energy is an ongoing process in the Company’s activities. Core activities of the Company are
not energy intensive activity; therefore, no information need to be furnished regarding conservation of energy.

• The Company had not undertaken any research and development activity for any manufacturing activity nor
was any specific technology obtained from any external sources, which needs to be absorbed or adapted.

• During the period under review, the Company has not made any expenditure nor made any earnings in foreign
currency.

26. Other Disclosures:

Vigil Mechanism -

The Company has formulated Vigil Mechanism/ Whistle Blower Policy pursuant to section 177 of the Companies
Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for
director and employees to report genuine concerns.

No person has been denied direct access to the Chairman of the Audit Committee. The policy is available on the
website of the Company www.kcdindustries.com.

Prevention of Sexual Harassment -

Your Company and its Subsidiary have Zero Tolerance towards Sexual Harassment and there were no complaints
of any Sexual Harassment during the year under review.

Reporting of Fraud -

No cases of fraud have been found as per the Auditors Report during the year under review.

Details in respect of adequacy of Internal Control System -

The Company has an adequate Internal Control System commensurate with the size of the Company and the nature
of its business. The Internal Control System of the Company is monitored and evaluated by Internal Auditor and
his Audit Reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations
and comments of the Audit Committee are placed before the Board.

Performance Evaluation of the Board, Committees and Directors -

Pursuant to the provisions of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board follows the process of annual performance evaluation of the Board
and Committees on timely basis.

Corporate Social Responsibility (CSR) -

Pursuant to the provisions of Section 135 of the Companies Act, 2013, every company having Net Worth of Rupees
Five Hundred Crore or More, or Turnover of Rupees One Thousand Crore or More or a Net Profit of Rupees Five
Crore or More during any financial year shall constitute a Corporate Social Responsibility Committee of the Board
and shall formulate a Corporate Social Responsibility Policy. Therefore, Provisions of Corporate Social
Responsibility are not applicable to the Company.

27. Acknowledgement and appreciation:

The Board of Directors conveys grateful appreciation for co-operation received by the Company from valued
shareholders, customers, suppliers, service providers, bankers, financial institutions and government authorities.

The Board also place on record their appreciation to the contribution made by the employees at all levels.

Date: 05^th September 2024 By order of the Board of Director of

Place: Mumbai KCD Industries India Limited

Registered Office: Sd/- Sd/-

Unit No 101, KCD Jogesh Eva, Natwar Nagar, Arun Kuttan Rajiv Darji

Road No. 1, Jogeshwari (East), Mumbai - 400 060. Chairman Managing Director & CFO

Email id: [email protected] DIN: 09844434 DIN: 02088219

Contact: 9137322030, Website: www.kcdindustries.com
CIN: L70100MH1985PLC301881

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Mar 31, 1996

The Board of Directors has pleasure in presenting the 11th Annual Reports alongwith the Audited Final Accounts of your Company for the year ended 31st March 1996

WORKING RESULTS

The financial results of your Company's working are as follows:

As on 31st As on 31st March, 1996 March, 1995 (Rs. in Lacs) (Rs. in Lacs)

Sales 1.09 NIL Profit/Loss before Depreciation (-)28.21 (-)41.15 Depreciation NIL NIL Net Profit/Loss (-)28.21 (-)41.15

OPERATIONS

During the year under report, the Electronic industry continued to be affected by adverse trade condition causing unprecedented crises. The financial year under review was characterised by recessionary conditions in the Company. There has been no production during the period under review

DIVIDEND

In view of the losses of Company the Directors of your company do not recommend any dividend for the year ended 31st March, 1996

PRODUCTION AND MARKETING

There has been no production in the Company during the period under review.

FIXED DEPOSITS

The Company has not invited/accepted any fixed deposits during the period under review.

STATUTORY STATEMENTS

As per the requirements of Section 217(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of board of Directors) Rules 1988, the information regarding conservation, technology absorption, Foreign Exchange Earnings and outgo are given in the Annexure to the Report, None of the employees falls within the purview of the provisions of Section 217(2A) of the Companies Act, 1956 as amended and read with Company's (Particulars of employees) Rules 1975.

ENVIRONMENTAL PROTECTION AND SAFETY

The Company takes all the possible steps to ensure and preserve the environment conditions in its natural state. Further frequent checks are conducted to ensure the health and safety of the employees of the Company.

DIRECTORS

Mr. Vimal Nanda, Director of the Company is retiring by rotation and is eligible for re-election.

AUDITORS

M/s. M.K. Malhotra & Co. Auditors of the Company retire at the ensuing general meeting and are eligible for re-appointment. The Company has obtained from them a certificate under Section 244(1) of the Company Act, 1956 to the effect that re-appointment if made will be in accordance with the limits specified under Section 224(1B) of the Companies Act, 1956.

ACKNOWLEDGMENTS

The Directors place on record their appreciations of the co-operation and dedication by the entire work force at all levels. The Directors are also thankful to the concerned authorities, banks and other associations for their continued support and cooperation.

ANNEXURE TO HE DIRECTOR'S REPORT

Statement containing particulars pursuant to Companies (Disclosure of particulars in the Report of Board of Director) Rule, 1988 and forming part of Director Report.

A. ENERGY CONSERVATION

Periodic checks were carried to save energy by using more efficient lighting fixures and using natural light as far as possible.

B. TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT

1. Specific are as in which R&D Carried out by the Company.

2. Benefits derived as a result of above R&D.

Expenditure on R&D

a) Capital NIL b) Recurring NIL c) Total NIL d) Total R&D Expenditure NIL (As a % of total turnover) Foreign Exchange inflow Foreign exchange outflow (Raw Material)

We have audited Balance Sheet of RUCHIKA INDUSTRIES LTD., as at 31st March, 1996 and also the Profit & Loss Accounts of the Company for the year ended on that date annexed therein and report as under:

a) We have obtained all the information and explanation which to the best of our knowledge and belief were necessary for the carrying of the audit.

b) In our opinion, proper books of accounts as required by law, have been kept by the Company so far as appears from our examination of such books.

c) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of accounts.

d) In our opinion and to the best of our information and according to the explanation given to us, the accounts read together with notes thereon, given information required by the Companies Act, 1956 in the manner so required and give a true & fair view

In the case of the Balance Sheet of the statement of affairs of the Company as at 31st March, 1996 and in the case of Profit & Loss Account of the Company for the year ended on that date.

AS required by the manufacturing and other Companies (Auditors Report) Order, 1988 issued by the Companies Law Board in terms of Section 227(4A) of the Company Act, 1956 and on the basis of such checks as we considered appropriate, we further report that:

1. We are informed that the fixed assets have been physically verified at the year end by the management and discrepancies could not be as certained as the relevant records showing full particulars in respect of quantitative details and situation of fixed assets were with the authorities for verification.

2. None of the fixed assets have been revalued during the year.

3. Physical verification has been conducted at the year end in respect of finished goods, stores, parts and raw materials. In our opinion frequency of verification should be at regular intervals. The discrepancies, if any, noticed on such verification stand adjusted in stocks.

4. The procedure of physical stock verification followed by Management are adequate in relation to size of the Company and the nature of its business.

5. The valuation of stock conducted by management appear to be fair and proper and in accordance with normally accepted accounting principles and is on the same basis as in the previous year.

6. The Company has not taken any loans secured of unsecured from companies, firms or other parties as listed in the Register maintained under Section 301 of the Companies Act, 1956 and/or firm companies under the Section 370 (IB) of the Companies Act, 1956.

7. The Company has not granted any loans, secured or unsecured to companies firms or other parties Act, 1956 and/or to companies under the same management within the meaning of Section 370 (IB) of the Companies Act, 1956

8. In respect of interest free loans to employees and other loan advances in the nature of loans given by the Company the parties are generally repaying the principles amount and interest, however applicable as stipulated.

9. In our opinion and according to the information and explanation given to us, there are adequates internal control, procedure, commensurate with the size of the company and the nature of its business with regard to purchase of stores, raw materials including components, plant & machinery equipment and other asset and with regard to sale of goods.

10. No sales & purchases of material and services made in pursuance of contracts or arrangement entered in the register maintained u/s. 301 of the Companies Act, 1956.

11. As explained to us the company has a regular procedure for determination of unserviceable or damaged stores, raw materials and finished goods. Provision has been made in the accounts for the loss as and when arising on items so determined.

12. The Company has not accepted fixed deposit from public.

13. In our opinion reasonable record have been maintained by Company for the sale and disposal of realisable scraps. There is no by product.

14. The Company has internal audit system which is required to be strengthened to make it commensurate with the size and nature of its business.

15. We are informed that the Central Government has not prescribed the maintenance of cost records u/s 209(1) (d) of the Companies Act, 1956 for any of the product of the Company.

16. As explained to us, the provisions of provident fund Act are not applicable to the Company.

17. According to the explanation and information given to us, no undisputed amount payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty were outstanding as at 31st March, 1996 for a period of more than six months from the date they become payable.

18. According to the explanation and information given to us during the course of our examination of books of accounts carried out in accordance with the generally accepted auditing practices, we have not come across any personal expenses other than expenses under contractual obligation with the Companies employees and/or generally accepted business practices which have been charged to revenue account.

19. The Company is a sick industrial Company within the meaning of Clause (0) of Sub-Section (3) of Section 3 of Sick Industrial Companies (Special Provisions) Act, 1985.

20. The Company has a reasonable system of recording receipt issues and consumption of material and stores commensurate with the size and nature of its business. in the opinion of the management allocation of layout is possible only on day to day basis which is being done.

21. In our opinion the Company has satisfactory system of authorities at proper levels on the issue of stores and internal control procedure involving proper allocation of store and labour in the manner stated in item 20 above.