Kabra Commercial Ltd Management Discussions

Our business specializes in all facets of the coal trade: logistics, procurement, and supply chain management. We serve Indias major industrial sectors, leveraging advanced technology and deep expertise to optimize coal sourcing and delivery.

During the year under review, there was no change in the capital structure of the Company. Total Revenue at 25.25 crores has increased by 21.92% while post tax profits at 1.56 crore has increased by 130% due to Liasioning & Supervision Charges and Interest On FDR. Earnings per Equity Share for the year stood at 5.32.

Human Resources

Human Resources Your Company recognizes that people are the greatest assets and form the bedrock of all initiatives. Your Company has consistently been agile and improved its human resource practices to match the dynamic workplace. The detail of employees and remuneration paid to them is given under ‘Annexure-2 of the

Boards Report. These employees have sustainably helped your Company to achieve its organizational goals even in the most trying environment.

Opportunities and threats

Opportunities

Sector Modernization and Policy Reforms: Government support for logistics infrastructure development and policy reforms opens avenues for growth (e.g., new rail corridors, multimodal transport).

Technological Advancements: Automation, AI-driven analytics, and data-driven management can improve efficiency and competitiveness.

Energy Demand and Diversification: Rising power demand and possible expansion into related logistics or renewable energy sectors offer growth potential.

Threats

Stringent Environmental Regulations: Increasing compliance requirements may escalate operating costs and restrict expansion.

Alternative Energy Competition: Rapid growth of renewables could erode coals market share and diminish logistics demand in the long run.

Market Volatility and Supply Disruptions: Fluctuations in coal prices, domestic policy shifts, and infrastructure delays could impact profitability.

Environmental and Regulatory Pressure: Coal logistics faces public scrutiny and regulatory constraints due to its environmental footprint, increasing compliance costs.

Risks and Concerns

Risk management forms a vital part of your Companys businesses, and your Company is cognizant of the prominent role it plays in its long-term success. To stay competitive, the Indian coal industry needs to diversify its portfolio and explore opportunities in renewable energy, such as investing in clean coal technologies like carbon capture and storage, solar panel, FLY ASH Management.

Internal control systems

The Company has adequate internal control systems proportionate with the size and nature of its business being framed in a manner which ensures optimum resource utilisation and strict compliance with all statutes. Our risk and credit teams have an eye on the market; have inbuilt processes to identify the existing and probable risks and to mitigate the identified risks.

The Audit Committee reviews the adequacy of the internal control systems and follow-up actions are implemented immediately, if required. In the opinion of Board of Directors of the Company, internal control systems are well placed and work in a satisfactory manner.

Key Financial Ratios

Sl. No.	Ratio	2024-25	2023-24
1.	Debtors Turnover	5.71	4.91
2.	Inventory Turnover	-	-
3.	Interest Coverage Ratio	3.66	2.23
4.	Current Ratio	1.22	0.80
5.	Debt Equity Ratio	0.12	0.59
6.	Operating Profit Margin (%)	0.12	0.09
7.	Net Profit Margin (%)	0.07	0.03
8.	Return on Net Worth (%)	0.13	0.09

# Due to increase in Net profit

Outlook

The Indian coal market is a significant segment of the countrys energy sector, driven primarily by the demand for power generation through thermal coal. The market encompasses various applications, including coking feedstock and other industrial uses. The increase in Indias coal production aims to meet the rising energy demands, supported by extensive coal resources.

Key players in the Indian coal market are actively optimizing their operations to meet market demands. The industrys growth rate and market value are critical metrics, with industry analysis providing insights into market trends and industry statistics. Market leaders are navigating the dynamic landscape, focusing on industry research and market segmentation to stay competitive.

Industry reports and market data offer a comprehensive market overview, including market forecast and market growth predictions. The market outlook highlights the ongoing developments and market review, while industry information and industry size provide a detailed understanding of the sector.

In summary, Your Company have extensive pan-India network, leadership experience and supporting top industry clients and its also creating Valuable links with ministries, ports, Coal India subsidiaries, and key infrastructure players, enabling reliable and scalable coal solutions.

Your Company have branch offices across all over India. As a multi-generational enterprise, we uphold a strong ethos of entrepreneurship and innovation, aligning with clients values. Our focus is on maximizing resource efficiency and delivering long-term value to our clients through optimized coal trading, logistics and mine management solutions.

We are confident that we will bring value to your Coal Supply & Transport efforts with improved cost economics.

A. Information pursuant to Section 197(12) of the Companies Act, 2013 (as amended) read with Rule

5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended)

The percentage increase in remuneration of each Director / Key Managerial Personnel to the median remuneration of the employees of the Company for FY 2024-25 are as under:

Sl.	Name of Director/ KMP	Remuneration ( )	Ratio		Percentage	(%)
No.	& Designation		(Remuneration	of	increase	in
			Director to Median		remuneration
			Remuneration	of
			employees)
1.	Rajesh Kumar Kabra	NIL *	Not Applicable
	Managing Director				Not Applicable
2.	Om Prakash Agarwal	16,25,472	6.68 :1		20.51%
	Chief Financial
	Officer
3.	Apeksha Agiwal	1,86,000	0.76: 1		1.09%
	Company Secretary

Mr. Rajesh Kumar Kabra, Managing Director had decided to waive their remuneration

(i) The median remuneration of employees of the Company during the financial year was Rs. 2,43,289/-.

(ii) There were 4 permanent employees on the rolls of Company as on March 31, 2025;

(iii) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

B. Information pursuant to Rule 5 (2) & 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended) displaying the names of the top ten employees in terms of remuneration drawn during the year:

Sl.	Name of	Age	Designation	Remuneration	Qualification	Experience	Date of	Previous
No.td>	Employee			( )		(years)	commence	employme
							ment of	nt held
							employme
							nt
1.	Mr. Om	63	CFO	16,25,472	B.COM,	39	14.11.2014	Coalsale
	Prakash							Company
	Agarwal							Limited &
								Rajesh
								Manish
								Associates
								Pvt. Ltd.
2.	Mr.	38	Back Office	2,12,452	B.COM	8	01.01.2017	-
	Kaustav		Executive
	Kumar
	Niyogi
3.	Mr.	41	Manager	2,74,126	B.COM	12	01.04.2013	-
	Samiran
	Ghosh		Computer
5.	Ms.	40	CS	1,86,000	CS	7	14.08.2018	-
	Apeksha
	Agiwal

Note: None of the employees are related to any Director / Manager of the Company.

*Remuneration includes salary, allowances, bonus and value of certain perquisites evaluated on the basis of Income Tax Act and Rules. A. There is no employee employed throughout the financial year who was in receipt of remuneration in excess of one crore and two lacs rupees per annum.

B. There is no employee employed for a part of the financial year who was in receipt of remuneration in excess of eight lacs and fifty thousand rupees per annum.

FORM No MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31^ST MARCH, 2025

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Kabra Commercial Ltd 2, Brabourne Road, Kolkata 700 001

I have conducted the secretarial audit pursuant to Section 204 of the Companies Act, 2013, on the compliance of applicable statutory provisions and the adherence to good corporate practices by Kabra Commercial Ltd (CIN No.L67120WB1982PLC035410) (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Kabra Commercial Ltd.s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31^st March, 2025 generally complied with the statutory provisions listed hereunder and also the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Kabra Commercial Ltd ("the company") for the financial year ended on 31^st March, 2025 according to the provisions of:

i) The Companies Act, 2013 (the Act) and the rules made thereunder; ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings. (Not Applicable to the company during the Audit period)

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India

Act, 1992 (‘SEBI Act):

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) *The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

d) * The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

e) *The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with clients;

g) * The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;

h) *The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; and

i) *The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

j) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

* No event took place under these regulations during the audit period. vi) I have been informed that no other sector/industry specific law is applicable to the Company. I have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards on the Meetings of the Board of Directors, Committees and General Meetings issued by The Institute of Company Secretaries of India, with which the Company has generally complied with except in some cases. ii) The Listing Agreement entered into by the Company with CSE and BSE. iii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In some cases the Company has not complied with the provisions of various Regulations issued by the Securities & Exchange Board of India (SEBI). Except this during the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines and standards etc. to the extent applicable.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, a Woman Director and Independent Directors. . The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance to the provision of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members views, if any, are captured and recorded as part of the minutes.

I further report that there are adequate systems and process in the company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the Audit period there was no specific events/actions having a major bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc., referred to above.