Director's Report

Dear shareholders,

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.

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.

6. Share Capital:

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:

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.

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.

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.