Kabra Commercial Ltd Directors Report

Dear Shareholders,

The Board of Directors ("the Board") have pleasure in presenting the 43^rd Annual Report on the business and operations of the Company together with the Financial Statements of Kabra Commercial Limited ("the Company") for the financial year ended 31st March 2025.

FINANCIAL PERFORMANCE:

The performance of your Company for the Financial Year ended 31st March,2025 is summarized in the table below:

(Amount 00)

Particulars	31/03/2025	31/03/2024
Revenue from operations	23,83,437.74	19,57,732.80
Other Income	1,42,021.98	1,13,876.19
Total Income	25,25,459.72	20,71,608.99
Profit/(Loss) before Depreciation, Finance Costs, Exceptional items and	2,99,259.62	1,83,409.03
Tax Expense
Less: Depreciation	5,503.20	3,674.13
Profit /(Loss) before Finance Costs, Exceptional items and Tax Expense	2,93,756.42	1,79,734.9
Less: Finance Cost	80,368.70	80,504.50
Profit /(Loss) before Exceptional items and Tax Expense	2,13,387.72	99,230.4
Add/(less): Exceptional items	--	--
Profit /(Loss) before Tax Expense	2,13,387.72	99,230.40
Less: Tax Expense Provision for Income Tax (including for earlier years)	(57,848.26)	(31,411.84)
Deferred Tax	836.74	137.13
Net Profit/(Loss) After Tax (a)	1,56,376.20	67,955.70
Other Comprehensive Income (net of tax) (b)	1,683.50	4,16,345.85
Total Comprehensive Income (a+b)	1,58,059.70	4,84,301.55
Earnings Per Share (Face value of share of 10 each) (a) Basic ( )	5.32	2.31
Earnings Per Share (Face value of share of 10 each) (b) Diluted ( )	5.32	2.31

Previous year figures have been regrouped / rearranged wherever necessary.

STATE OF COMPANYS AFFAIRS:

The information on the affairs of the Company has been provided as part of the Management Discussion & Analysis Report section.

During the year under review, the revenue from operations of your Company increased from 19,57,732.80 in the Previous Year to 23,83,437.74 The other Income of the Company is derived from dividend, Interest on FDR etc. The profit after tax for the year under review has increased to 1,56,376.20 as against the profit of

67,955.70 in the Previous Year 2023-24 due to favorable market condition.

SHARE CAPITAL:

There has been no change in the financial structure of the Company during the year under review. As on 31^st March 2025, the Authorized Share Capital of the Company stood at 7,25,00,000/- comprising 72,50,000 Equity Shares of 10/- each. The Issued, Subscribed and Paid up share capital of your Company stood at 2,94,00,000/- comprising 29,40,000 Equity shares of 10/- each.

DIVIDEND:

The Board of your Company, after considering holistically the relevant circumstances has decided that it would be prudent, not to recommend any Dividend for the year under review.

DEPOSITS:

During the year under review, the Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder.

WEBLINK OF ANNUAL RETURN:

A weblink of Annual Return for the Financial Year ended March 31, 2025, in Form MGT 7 as required under Section 92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at the link: www.kcl.net.in.

RESERVES:

During the year under review, the Company has not transferred any amount to General Reserves.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS:

Particulars of Investments as required under the provisions of Section 186 of the Companies Act, 2013 are given in Note No. 3 of the Notes to the standalone financial statements.

RELATED PARTY TRANSACTION:

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 ("Listing Regulations"). None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Hence, provisions of Section 188 of the Act are not applicable. Thus, disclosure in Form AOC-2 in terms of Section 134 of the Act is not required. All Related Party Transactions were placed before the Audit Committee for its approval and were reviewed on quarterly basis. Further, necessary disclosure as required under IND AS 24 with respect to related party transactions are disclosed under Notes on Financial Statements for the FY ended 31st March, 2025.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, the Directors, to the best of their knowledge and belief, hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures in adoption of these standards.

(b) they 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 31st March, 2025 and of the profit of the Company for that period;

(c) they 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) they have prepared the annual accounts on a going concern basis;

(e) 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

DETAILS OF BOARD AND COMMITTEE MEETINGS:

The Board is duly constituted with proper balance of Executive Directors, Non- Executive Directors and Independent Directors. The Meetings of the Board and its Committees were held in compliance with the applicable provisions of the Act, Listing Regulations and Secretarial Standards.

The Board met 10 (ten) times during the financial year under review. Details of the Board and Committee meetings including attendance therein are provided in the Annual Report. The intervening gap between the Meetings was within the period prescribed under the Act.

a) Board Meetings:

During the financial year ended 31st March, 2025, ten meetings of the Board were held, as follows:

Sl. No.	Meeting Dates	Sl. No.	Meeting Dates
1	11th May, 2024	6	12th August, 2024
2	20th May, 2024	7	20th September, 2024
3	30th May, 2024	8	25th October, 2024
4	18th July, 2024	9	14th November, 2024
5	10th August, 2024	10	7th February, 2025

NOMINATION AND REMUNERATION COMMITTEE:

The composition of the Nomination and Remuneration Committee is as follows:-

Name of the Committee Members	Nature of Directorship	Membership
Mrs. Manisha Parwal	Non-Executive Independent Director	Chairman
Mr. Siddhi Singhania	Non-Executive	Member
(nee Dhandharia)	Independent Director
Mr. Chandra Prakash Kabra	Non-Executive Director	Member

During year 4(four) Nomination and Remuneration Committee meetings were held.

Sl. No.	Meeting Date
1.	20th May, 2024
2.	30th May, 2024
3.	12th August, 2024
4.	7th February, 2025

AUDIT COMMITTEE

The composition of the Audit Committee is as follows: -

Name of the Committee Members	Nature of Directorship	Membership
Mrs. Manisha Parwal	Non-Executive Independent Director	Chairman
Mr. Siddhi Singhania (nee Dhandharia)	Non-Executive Independent Director	Member
Mr. Rajesh Kumar Kabra	Executive Director	Member

During year 4 (Four) Audit Committee Meetings were held

Sl. No.	Meeting Date
1.	30th May, 2024
2.	12th August, 2024
3.	14th November, 2024
4.	7th February, 2025

The Board of Directors has accepted all the recommendations of Audit Committee.

DIRECTORS AND KEY MANAGERIAL PERSONNEL(KMP):

During the year under review, the Members of the Company at the 43<sup>rd Annual General Meeting held on 10th August, 2024 appointed Mrs. Siddhi Singhania (DIN: 07144036), as Independent Directors of the Company, not liable to retire by rotation, for a consecutive term of five years with effect from 30th May, 2024 to 29th May, 2029 and Mrs. Sonam Agarwal who was appointed on 30^th May 2024 as an additional Independent Director of the Company, however her appointment has not been approved at the 43^rd Annual General Meeting and she ceased to be become director w.e.f 10th August, 2024.

During the year the Members of the Company at an Extra Ordinary General Meeting held on 25^th October 2024 appointed Mrs. Manisha Parwal as Independent Directors of the Company, not liable to retire by rotation, for a consecutive term of five years with effect from 12th August, 2024 to 11th August, 2029.

Mr. Vedant Raj Kabra had resigned from the directorship of the Company vide resignation letter dated 12th August, 2025, the Board places on record its appreciation for the valuable services rendered by Mr. Kabra.

Further Ms. Apeksha Agiwal resigned as the Company Secretary and Compliance Officer of your Company with effect from closure of work on 31^st July, 2025. Consequent to resignation of Ms. Apeksha Agiwal your Company has appointed Mrs. Afsha Rafique Nag Chowdhury as the Company Secretary and Compliance Officer to hold office w.e.f 1^st August, 2025.

The following persons are the KMP of the Company in terms of Section 203 of the Act:

1. Mr. Rajesh Kumar Kabra Managing Director

2. Mr. Om Prakash Agarwal Chief Financial Officer

3. Mrs. Afsha Rafique Nag Chowdhury - Company Secretary

DIRECTOR RETIRING BY ROTATION:

In terms of Section 152 of the Act read with applicable clause of the Articles of Association of the Company, Mrs. Radhika Kabra (DIN: 00335944) Non-Executive Director of the Company, will retire by rotation at the ensuing AGM and being eligible offers herself for re-appointment.

INFORMATION REGARDING THE DIRECTOR SEEKING RE-APPOINTMENT:

Brief resume and other information in terms of Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings (SS 2) of Mrs. Radhika Kabra forms part of the AGM Notice. Further, none of the Directors of the Company are disqualified as per the applicable provisions of the Act.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each of the Independent Directors of the Company under Section 149(7) of the Act, to the effect that the respective Director meets the criteria of independence laid down under Section 149 (6) of the Act read with Companies (Appointment & Qualification of Directors) Rules, 2014 and Regulation 16(1) (b) of the Listing Regulations.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have registered themselves with the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience of all Independent Directors on the Board.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES:

As on 31st March, 2025 the Company does not have any subsidiary, associate or joint venture company.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review the provisions of Section 135 of the Act regarding CSR is not applicable to the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT:

There have been 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 relates and the date of report.

CODE OF CONDUCT:

The Company has a Code of Conduct which is applicable to directors and management personnel of the Company. The Company believes in conducting business in accordance with the highest standards of business ethics and complying with applicable laws, rules and regulations.

The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and management personnel in their business dealings and in particular on matters relating integrity in the work place, in business practices and complying with applicable laws etc.

All the directors and management personnel have submitted declaration confirming compliance with the code.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect of conservation of energy and technology absorption are not applicable during the year under review. There is no earning and outgo in Foreign Exchange.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the code. It also provides for adequate safeguards against the victimization of employees who avail the mechanism and allows direct access to the chairperson of the Audit Committee in exceptional cases. During the year, no person was denied access to the Audit Committee.

PREVENTION OF INSIDER TRADING:

In accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 including amendments thereof, the Company has adopted a comprehensive Code of Conduct for Prohibition of Insider Trading and procedures for fair disclosure of Unpublished Price Sensitive Information.

CORPORATE GOVERNANCE:

As the paid-up capital of the Company is less than Rupees Ten crores and its Reserves are less than Rupees Twenty-five crores, hence provisions relating to Corporate Governance are not applicable to the Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Report on Management Discussion and Analysis for the year under review as required under Regulation 34(2) of the Listing Regulations is set out separately and forms part of this Annual Report as "Annexure 1".

PARTICULARS OF EMPLOYEES:

The statement containing the disclosure as required in accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure 2" and forms a part of the Boards Report.

None of the employees listed in the said Annexure is related to any Director of the Company. Further, none of the employees of the Company are in receipt of remuneration exceeding the limit prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

BOARD EVALUATION

The Board has carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the functioning of various Committees. The Independent Directors also carried out the evaluation of the Chairman and the Non-Independent Directors.

CRITERIA FOR EVALUATION OF DIRECTORS:

For the purpose of proper evaluation, the Directors of the Company have been divided into 3 (three) categories i.e. Independent, Non-Independent & Non-Executive and Executive.

The criteria for evaluation includes factors such as engagement, strategic planning and vision, team spirit and consensus building, effective leadership, domain knowledge, management qualities, teamwork abilities, result / achievements, understanding and awareness, motivation / commitment / diligence, integrity / ethics / values and openness / receptivity.

SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has constituted Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The disclosure as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is given below:

No. of complaints received: Nil

No. of complaints disposed off: Nil

No. of complaints pending at the end of the financial year: Nil

AUDITORS:

STATUTORY AUDITORS

In terms of Section 139 of the Act M/s. Ranjit Jain & Co. Chartered Accountants (FRN 322505E) be and is hereby appointed as Statutory Auditors of the Company, to hold office till the conclusion of the 43rd AGM of the Company to be held in the year 2025. Accordingly M/s. Ranjit Jain & Co. will continue as Statutory Auditors of the Company till the financial year 2024-25.

Based on the recommendation of Audit Committee, the Board at their meeting held on 30th May, 2025 approved their appointment as the Statutory Auditors of the Company for a term of 5 (five) consecutive years i.e. from the conclusion of 43rd AGM till the conclusion of 48th AGM of the Company to be held in the year 2030 subject to approval of the Members of the Company. Details as required under Regulation 36(3) of the Listing Regulations forms part of the AGM Notice.

M/s. Ranjit Jain & Co have consented to act as Statutory Auditors of the Company and they have confirmed their eligibility and qualification required under the Act for holding the Office as Statutory Auditors of the Company till the aforesaid term.

INTERNAL FINANCIAL CONTROLS & INTERNAL AUDIT:

Your Companys Internal Control Systems are commensurate with the nature, size of its business. The company has appointed internal auditors whose reports are reviewed by the Audit Committee of the Board. Periodic audits are conducted in all the areas to ensure that the Companys control mechanism is properly followed and all statutory requirements are duly complied with. The Audit Committee of the Board periodically reviews the internal control systems / procedures for their adequacy and the extent of their implementation.

In terms of Section 138 of the Act read with the Rules made there under and other applicable provisions, if any, and on the recommendation of the Audit Committee, Messrs. Khusboo Jain & Associates., Chartered

Accountants (FRN: 327429E), Chartered Accountants, were appointed as the Internal Auditors of the Company to conduct the Internal Audit for the FY 2024-25.

COST RECORDS:

The provisions of Section 148(1) of the Act are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records by the Company.

FRAUD REPORTING:

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its officers and employees to the Audit Committee under sub-section (12) of Section 143 of the Act, read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014. Therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT:

There have been 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 relates and the date of report.

OTHER DISCLOSURES:

Pursuant to the provisions of Companies (Accounts) Rules, 2014, the Company affirms that for the year ended on March 31, 2025:

a. There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

b. There was no instance of one-time settlement with any bank or financial institution.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their deep sense of gratitude to the statutory authorities, bankers, shareholders and all the stakeholders for their continued valued support. They also would like to place on record their sincere appreciation to all the employees for their commitment, hard work and dedicated services.