Dear Members,

The Board of Directors is pleased to present the 37^th (Thirty Seventh) Annual Report of the Company together with the Audited Financial Statements for the financial year ended 31^st March 2022.

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. (Amt. in Rs.)

2. CHANGES IN THE NATURE OF BUSINESS, IF ANY:

There has been no change in the nature of business of the Company during the financial year 2021-22.

3. CHANGES IN SHARE CAPITAL:

During the period under review, there has been no change in the authorized and paid-up share capital of the Company. Authorized Capital stands at Rs. 2,50,00,000/- (Rupees Two Crore Fifty Lakhs only) and Paid-up Share Capital of the Company stands at Rs. 1,00,00,000/- (Rupees One Crore only) divided into face value of Rs. 5/- (Rupees Five only) each.

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.

6. DETAILS OF SUBSIDIARY/ASSOCIATE/JOINT VENTURE:

The Company does not have any Subsidiary Company, Associate Company or any Joint Venture.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report is enclosed as Annexure 1 and forms an integral part of this Annual Report.

8. 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 THE REPORT:

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.

9. BOARD EVALUATION:

In terms of the policy developed by Nomination & Remuneration Committee and pursuant to the provisions of the Companies Act, 203 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own as well as its committees and individual directors. Details of evaluation are provided in Corporate Governance Report forming part of this Annual Report.

10. ANNUAL RETURN:

The Annual Return of the Company as on 31^st March 2022 is enclosed as Annexure 2 to this report.

11. BOARD MEETINGS:

During the year under review, the board met 7 (Seven) times, details of which are provided in enclosed Corporate Governance Report.

12. INDEPENDENT DIRECTOR'S DECLARATION:

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, the Independent Directors possess the requisite expertise and are persons of high integrity. There has been no change in the circumstances affecting their status as independent directors of the Company.

13. DIRECTORS & KEY MANAGERIAL PERSONNEL:

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

14. AUDITORS:

Statutory Auditors:

Pursuant to the provisions of section 139 of the Companies Act, 2013 and rules frame thereunder M/s. Satish Soni & Co., Chartered Accountants (FRN:109333W) were appointed by the members at the 36^th Annual General meeting of the Company held on 30^th September, 2021 as the Statutory Auditors of the Company for the period of five years till the conclusion of the Annual General Meeting of the Company to be held in the year 2026.

M/s. Satish Soni & Co. resigned from their office on 21^st June 2022 due to delay in completion of audit and other related matters thereto.

To fill the casual vacancy arise due to resignation of M/s. Satish Soni & Co., the Board of Directors at their meeting held on 25^th June 2022 had appointed M/s. Sayed and Associates, Chartered Accountants (FRN: 133736W) till the conclusion of ensuing AGM to complete the Audit for FY 2021-22.

The Board of Directors now proposed appointment of M/s. Sayed and Associates as the Statutory Auditors of the Company for a period of four years till the Conclusion of AGM to be held in the year 2026. M/s Sayed and Associates has confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for appointment as Statutory Auditors of the Company. A resolution for appointment of Statutory Auditors forms part of the Notice of the AGM.

The Auditors report 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.

Secretarial Auditors:

The Secretarial Audit was conducted by M/s. JCA & Co., Company Secretaries, (COP: 13687) for the FY 2021-22. The Secretarial Audit Report is enclosed as Annexure 3 and forms integral part of the

Directors Report. The Secretarial Audit report does not contain any reservations or adverse remarks or disclaimers.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

16. PARTICULARS OF CONTRACT OR 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 4.

17. SIGNIFICANT AND MATERIAL ORDERS:

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.

18. DECLARATION ON INSOLVENCY AND BANKRUPTCY CODE 2016:

Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

19. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND 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.

20. COMMITTEES OF BOARD:

The Boad of Directors have constituted following committees as per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Audit Committee

Nomination and Remuneration Committee

Stakeholders' Relationship Committee

The composition, terms of reference and number of meetings of the Committees during the period under review and changes made therein is part of Corporate Governance Report annexed to this Annual Report.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The conditions prescribed in the Section 135 of the Companies Act, 2013, which mandates the Company to constitute a Corporate Social Responsibility Committee are not applicable to our Company.

22. RISK MANAGEMENT:

The Company has a mechanism in place to inform Board Members about the risk assessment and minimization procedures. Risk Management Policy for framing, implementing and monitoring the risk management plan is available at the website of the Company.

23. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

Pursuant to section 178(4) of the Companies Act, 2013 and Regulation 19 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Your Company has a well-structured Remuneration Policy in relation to the appointment, remuneration, training programme, evaluation mechanism, positive attributes and independence of its Directors, KMPs and Senior Management. The policy is also available on the website of the Company.

24. DEPOSITS:

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

25. PARTICULARS OF THE 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 5 and forms part of this Report.

26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has an effective internal control system appropriate to its size, scale and complexities of its operations. The Audit Committee monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems and accounting procedures and policies adopted by it.

27. WHISTLE BLOWER POLICY/ 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

28. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION & REDRESSAL) ACT, 2013:

During the year under review, no complaints has been received by the Company.

29. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

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 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 Board is responsible for implementation of the Code.

30. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

Note: that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

31. 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 2022, 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.

32. 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.