Dear Members,

Your Directors take great pleasure in presenting the 10th Annual Report of KCK INDUSTRIES LIMITED the "Company" on business and operations of the Company along with the audited financial statements of accounts for the financial year ended 31^st March 2024.

The Company's financial performance, for the year ended March 31,2024 is summarized below:

The Board's Report shall be prepared based on the stand alone financial statements of the company.

Amount in Lacs.

• The company is engaged in the business of trading of chemicals and dyes and manufacturing of rice shellar.

• The Total revenue for the Current year is Rs.7670.26 lacs in comparison to Last year's revenue I.e. Rs. 9492.37 Lacs

• The Profit in the Current year is Rs 159.62 in comparison to Rs 131.44 Lacs last year's.

During the year under review, there has been no change in the nature of the business of the Company. Further, there were no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

During the year company made allotment of 7500000 warrant on 3^rd August 2023 out of which 3719891 converted into equity shares..

No amount has been transferred to the general reserve during the year under review.

During the Financial Year 2023-24,

Company increased its Share Capital on following occasions:

There was change in the authorized capital of the company during the year. Authorized capital changed from Rs 60000000 to 13500000 during th eyear

Company has issued 55,00,000 warrants on 3^rd August, 2023. Out of which 3719891 warrants has been converted into equity shares in four trenches. After the conversion the paid of capital of the company changed from Rs 55,00,000 to Rs 9219891 during the year under revie.

The Company has not issued any shares with differential rights during the year under review. Hence the provisions of Section 43 of the Companies Act, 2013 are not applicable.

The Company has not issued any sweat equity shares during the year under review. Hence the provisions of Section 54 of the Companies Act, 2013 are not applicable.

During the Financial Year under review, the Company has not accepted any deposit under Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rule, 2014 as amended from time to time which are not in compliance with the requirements of Chapter V of the Act.

In accordance with Section 152 and other applicable provisions of Companies Act, 2013, Mr Satyaveer singh Dangi (DIN no 09205556) being Non-Executive Director, retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. The Board recommends his appointment.

No change in Key Managerial Personnel during the year

Details of Board committees and term of reference is provided in the "Annexure V” corporate Governance report of the company.

The details of the Number of Meetings of the Board held during the financial year 2023-24 form part of the Corporate Governance

Mr. Banish Mehta and Mr Pawan Kumar Joshi Independent Directors of the Company have given their respective declaration as required under Section 149(7) of the Companies Act, 2013 to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and that they abide by the provisions specified in Schedule IV to the Companies Act, 2013. The Board has, taken on record the declarations received from Mr. Banish Mehta and Mr Pawan Kumar Joshi

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 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 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 as at March 31, 2024 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 Act 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 laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) 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.

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis, therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

Further, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large.

Your Directors draw attention of the members to in the Accounting Policies to the Financial Statement which sets out related party disclosures as prescribed under Accounting Standard 18.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules,2014 are given in “Annexure - 1” Form AOC-2 and the same forms part of this report.

In accordance with Section 178 of the Companies Act, 2013 the Nomination and Remuneration Committee has formulated Remuneration Policy ("the policy"). The objective of the policy is to ensure that Executive Directors and other employees are sufficiently compensated for their performance. The Policy seeks to provide criteria for determining qualifications, positive attributes and independence of a director.

At the 8^th AGM held on 30^th November, 2021 the members approved appointment of M/s D S P & Associates (Firm Registration No. 006791N) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the AGM to be held in 2027 .The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the tenth AGM.

There was no qualification, reservation or adverse remark made by the statutory Auditor in their report.

Remarks by Secretarial auditor in their Secretarial Audit Report forming the part of director report as given below:

1 The company has not filed form AOC 4 XBRL, form MGT -7 for F.Y. Ended 31.03.2023 and CHG 4 form for satisfaction of a charges with CENTRAL BANK OF INDIA amounting to Rs. 20.00 Crores. Satisfied on 17.11.2023.

Management Comments:

Management is trying to comply with all the compliance of Companies Act 2023 along with the Sebi regulations on time and company had paid the additional fee when there is any delay.

Company has not granted any loans and made investments, or given guarantees or provided securities to other bodies corporate under the provisions of Section 186 the Companies Act, 2013.

Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2023 made under the provisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith as Annexure II.

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF) during the financial year 2023-24

The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong

monitoring and reporting process resulting in financial discipline and accountability.

The information required pursuant to Section 197(12) read with Rule, 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the "Annexure-IV” of the Annual Report.

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment. The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24.

No of complaints received : Nil

No of complaints disposed off: Nil

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure “III”

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations.

Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistleblowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct. It provides direct access to the employees of the Company to approach the CFO of the company or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.

The Company has appointed Neeraj Jindal & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The Report of the Secretarial Auditor is annexed to the Board's Report as Annexure ‘A'.

Pursuant to applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had adopted a formal mechanism for evaluating its own performance and as well as that of its Committees and individual Directors, including the Chairperson of the Board.

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2(e) of the SEBI (LORD) 2015, is presented in Annexure VI and the same is for the part of this report.

The Board of Directors of the Company hereby confirms that, according to the provisions of Regulation 34(2)(f) of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation 2015, the give report on Business Responsibility Report (BRR) is not

mandatorily applicable to our company, hence not annexed with Annual Report.

Since the Company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013, therefore no disclosures are required to be made.

There has been no subsidiary/Associate/Joint Venture incorporated/ceased of your company during the financial year 2023-24

No disclosure under section 197(14) of the Companies Act, 2013 is required. Company has no Holding or Subsidiary company as on 31^st March, 2024.

No dividend has been declared by the company during the financial year 2023-24

There are no shares lying in suspense account

There was no instance of fraud during the year under reivew, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed there under.

The Board of Directors acknowledges with gratitude the co-operation and assistance provided to your company by its bankers, financial institutions, government and other agencies. Your Directors thank the customers, vendors and other business associates for their continued support in the company's growth.

Pursuant to Regulation 32(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, there is no deviation or variation in the use of proceeds