Kabra Extrusion Technik Ltd Directors Report

To,

The Members of

Kabra Extrusiontechnik Limited,

Mumbai

Your Directors are pleased to present the Forty Second Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2025.

1. Financial / Operational Performance:

Key highlights of the financial results of the Company prepared as per the Indian Accounting Standards (Ind AS) for the FY ended March 31,2025 along with corresponding numbers of March 31, 2024 are as under:

(f in Lakhs)

Particulars	Standalone		Consolidated
	FY 24-25	FY 2023-24	FY 24-25	FY 2023-24
Revenue from operations	47,684.69	60,777.42	47,684.75	60,777.42
Other Income	1,298.45	688.07	1,298.45	688.07
Total income (A)	48,983.14	61,465.49	48,983.20	61,465.49
Expenses:
Cost of material consumed	32,048.60	44,306.76	32,051.74	44,244.78
Changes in inventories of finished goods, stock-in- trade & work- in-progress	(2,934.52)	(1,872.09)	(2,934.52)	(1,865.02)
Employee benefits expense	5,907.53	5,539.25	6,060.43	5,539.56
Finance Cost	1,117.31	978.30	1,117.31	978.30
Depreciation and amortisation expense	2,027.04	1,557.18	2,069.59	1,562.99
Other Expenses	7,473.91	6,734.22	7,540.87	6,794.29
Total expenses (B)	45,639.87	57,243.61	45,905.42	57,254.9
Profit / (Loss) before share in Profit (Loss) of Joint Ventures / subsidiaries, exceptional items & tax (A - B)	3,343.28	4,221.88	3,077.79	4,210.59
Share of net profit / (loss) of Associates and Joint Ventures accounted for using the equity method	-	-	54.46	224.44
Exceptional items	848.98	-	848.98	-
Profit / (Loss) before including exceptional item	4,192.26	4,221.88	3,981.22	4,435.03
Current Tax/Income Tax on earlier year	1,075.00	1,074.6	1,075.00	1,074.60
Deferred Tax	(269.94)	(20.11)	(313.99)	(21.27)
Profit/(Loss) for the period	3,387.20	3,167.39	3,220.20	3,381.70

2. Financial Performance

Standalone: During the year under review, the Total Revenue of your Company was f48,983.14 Lakhs as compared to f61,465.49 Lakhs in the previous year. The net profit for the year stood at f3,387.20 Lakhs against f3,167.39 Lakhs in the previous year.

Consolidated: During the year under review, the Total Revenue of your Company was f48,983.20 Lakhs as compared to f61,465.49 Lakhs in the previous year. The net profit for the year stood at f3,220.20 Lakhs against f3,381.70 Lakhs in the previous year.

Your Companys performance has been discussed in detail in the Management Discussion and Analysis Report.

3. Dividend and Transfer to Reserves:

The Board has recommended a final dividend @ 50% i.e. f2.50 per equity share for the financial year ended March 31,2025 (Previous Year final dividend of f3.50 per equity share i.e.70%) subject to the members approval at the ensuing Annual General Meeting of the Company.

The dividend recommended is in accordance with the principles and criteria as set out in the the Dividend Distribution Policy.

Based on the number of equity shares as on the date of this Report, the dividend, if approved would result in cash outflow of f874.32 Lakhs

Pursuant to the Finance Act, 2020, dividend income is taxable in hands of the shareholders effective April 01,2020 and the Company is required to deduct tax at source from dividend paid to the members at prescribed rates as per the Income Tax Act, 1961.

4. Dividend Distribution Policy

In terms of Regulation 43A of the Listing Regulations, the Board of Directors of the Company has formulated and adopted the Dividend Distribution Policy.

The Policy is available on the website of the Company at https://www.kolsite.com/uploads/investores/pdf/Dividend%20 Distribution%20Policy.pdf

5. Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits for FY 2024-25 in the statement of profit and loss account.

6. Change in Share Capital

During the year under review, the Company has not issued any equity shares. As on March 31,2025, the Authorized Share Capital of the Company was Rs20,00,00,000 divided into 4,00,00,000 equity shares of Rs5/- each.

The Issued, subscribed and paid up share capital of the Company as on March 31, 2025 was Rs17,48,64,180 divided into 3,49,72,836 equity shares of Rs5/- each

7. Utilization of funds raised through issue of convertible warrants on preferential base :

The shareholders of the Company approved the issuance of 30,70,516 convertible warrants on a preferential basis to the Promoter Group and Investors at the Extra Ordinary General Meeting held on January 21, 2022. The Company had raised total funds of Rs101.02 crore approx. on allotment of equity shares (upon conversion of 30,70,516 warrants into equity at a price of Rs329/- each including premium of Rs324/-) per warrant through preferential issue to promoter group and Investors. As on March 31, 2025, the Company has utilized an aggregate amount of Rs97.11 crore. There has been no deviation in the use of proceeds from the object stated at the time of the issue.

8. Directors & Key Managerial Personnel:

Re-appointment

Mrs. Chitra Andrade (DIN: 08090478) will complete her first term of five (5) consecutive years as Independent Director of the Company on March 04, 2026, in accordance with the provisions of Section 149(10) of the Companies Act, 2013.

On the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, the proposal for re-appointment of Mrs. Chitra Andrade as Independent Director of the Company for a second term of five (5) consecutive years commencing from March 05, 2026 to March 04, 2031, as an Independent Director, not liable to retire by rotation is being included in the Notice of ensuing 42nd Annual General Meeting for approval of the shareholders.

Mrs. Chitra Andrade has submitted a declaration confirming that she meets the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, she possesses appropriate skills, qualifications, integrity, and experience and fulfills the conditions for her continued appointment as an Independent Director.

Retirement by Rotation

In accordance with the provision of Section 152 of the Act read with rules made thereunder and the Articles of Association of the Company, Mr. Satyanarayan G. Kabra (DIN: 00015930), Non-Executive, Non- Independent Director of the Company, retires by the rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.

Details of the Directors proposed to be re-appointed at the ensuing Annual General Meeting, as required by Regulation 36(3) of the SEBI Listing Regulations and SS-2 (Secretarial Standard on General Meetings) are provided at the end of notice convening the 42nd Annual General Meeting.

Directors and Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this Report are

Sl. No. Name	Designation
1 Mr. Shreevallabh G Kabra	Whole Time Director
2 Mr. Anand Kabra	Managing Director
3 Mrs. Ekta Kabra	Managing Director
4 Mr. Atanu Maity*	Chief Executive Officer-Extrusion Division
5 Mr. Daulat Jain	Chief Financial Officer
6 Mrs. Shilpa Rathi	Company Secretary

* Mr. Atanu Maity has resigned with effect from 16/05/2025

During the year under review, there were no change in the Key Managerial Personnel of the Company.

Declaration from Independent Director

All Independent Directors have furnished respective declaration stating that they meet the criteria of Independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors has also confirmed that they have complied with the Companys Code of Business Conduct and Ethics. There was no change in the Composition of the Board of Directors and Key Managerial Personnel during the year under the review except as stated.

The Board is of the opinion that the Independent Directors of the Company possess requisite skills, qualifications, experience, knowledge and fulfil the conditions of independence as specified in the said Act, Rules and Regulations. The Non-Executive Directors of the Company had no pecuniary relationship other than payment of sitting fee for attending meetings of Board of Directors and its Committees.

9. Board Performance evaluation:

In accordance with the provisions of the Act and the Listing Regulations, the Company has conducted the Annual Performance Evaluation process, evaluating the performance of the Board, the Committee of Board and the individual directors including Chairman.

The Board of Directors has evaluated the performance of Independent Directors during the year 2024-25 and expressed their satisfaction with the evaluation process.

Independent Directors, in their separate meeting reviewed the performance of the Non-Independent Directors and the Board as a whole and also reviewed the performance of the Chairman after taking in account the views of all the Directors. The outcome of this performance evaluation was placed before the meetings of the Nomination and Remuneration Committee and Independent Directors for the consideration of the members. The committee expressed overall satisfaction on the performance of the Independent Directors, Non-Independent Directors, Chairman and the Board as a whole.

10. Directors Responsibility Statement and Internal Financial Control:

Pursuant to Section 134(3) and 134(5) of the Companies Act, 2013, the Directors, to the best of knowledge, confirm that:

i. in the preparation of annual accounts for the year ended March 31, 2025, the applicable Accounting Standards have been followed and no material departures had been made from the same;

ii. they have selected such accounting policies and applied them consistently, and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of a state of affairs of the Company as at March 31, 2025, and of the profit of the Company for the said Financial Year;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

11. Internal Financial Controls

The Board is of opinion that the Companys Internal Financial Controls are commensurate with the nature of its business and the size and complexity of its operations and were effective during the Financial Year 2024-25. These are routinely tested by Statutory as well as Internal Auditors and cover all the key business areas. The Audit Committee reviews the adequacy and effectiveness of internal control systems and monitors the implementation of audit recommendations, including those relating to strengthening the same. The Audit Committee and Statutory Auditors are appraised of the internal audit findings and corrective actions taken. The Statutory Auditors of the Company have reported on adequacy of internal control in their Report. The Board of Directors confirm compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

12. Significant Transactions

During the year under review, the Company divested its entire shareholding 4,99,400 equity shares, representing 49.94% of the paid up capital of its Associate Company, Penta Auto Feeding India Limited. Pursuant to the said divestment, Penta Auto Feeding India Limited has ceased to be an associate of the Company with effect from 06th February, 2025.

13. Subsidiary / Associate Companies and Consolidated Financial Statements:

In accordance with Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of all subsidiary and associates of the company in the prescribed format is annexed as Annexure-1 to this Report.

The Consolidated Financial Statements of the Company and its subsidiary and associate company, prepared in compliance with the Companies Act, 2013 and applicable Accounting Standards forms a part of this Annual Report. The Standalone and Consolidated financial statement of the Company and its subsidiaries are available on website of the Company at: https:// www.kolsite.com.

The Company funds it subsidiaries, from time to time in ordinary course of business and as per the funding requirements through securities, loan and/or other means to meet working capital requirements. In terms of the Companys policy on determining “material subsidiary”, framed in accordance with Regulation 16(1)(c) of SEBI Listing Regulation, no company was determined as material subsidiary during the financial year ended March 31, 2025. The said policy on material subsidiaries is available on the website of the Company at https://www.kolsite.com/uploads/investores/pdf/material- subsidiarv-policv-2019 1.pdf.

14. Material changes and commitments affecting financial position between the end of the financial year and date of the report.

There are no material changes and commitments affecting the financial position of your Company, which have occurred between the end of the year and date of this report. Further, there has been no change in the nature of business of the Company.

15. Particulars of Loans, Guarantees or Investments:

Particulars of loans given, investments made, guarantees given and securities are provided in the notes to financial statement of the Standalone Financial of the Company.

16. Public Deposits:

Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest was outstanding as on the date of the Balance Sheet.

17. Related Party Transactions:

All Related Party Transactions that were entered into during the Financial Year under review were on an arms length basis, in the ordinary course of business. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying nature, value, terms and conditions of the transactions. The details of the transactions with Related Parties are provided in the accompanying Financial Statements. There were no material transaction of the Company with any of its related parties, hence the disclosure under section 134(3)(h) of the Act in AOC-2 is not applicable.

The Company has adopted a Policy on materiality of Related Party Transactions and dealing with the same, as approved by the Board of Directors. It is uploaded on the Companys website at: https://www.kolsite.com/uploads/investores/pdf/RPT%20 Policy 1.pdf

18. Risk Management:

The Company in accordance with the provisions of the Act has adopted a Risk Management Policy. The Company has identified the risks impacting the business and formulated policies for mitigation of risks.

The Company has constituted a risk management committee under the Companies Act, 2013 and Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this report.

For the key business risks identified by the Company, please refer to the Management Discussion and Analysis annexed to this Report.

19. Significant and material orders:

No Significant Material Orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

20. Corporate Governance:

The Company has put in place governance practice and has complied with the Corporate Governance requirements as per the SEBI Listing Regulations.

A separate report on Corporate Governance as stipulated under SEBI Listing Regulations along with a Certificate of Compliance from the Statutory Auditors, forms part of this Annual Report.

21. Board and Committee

During the year, the Board met 5 (five) times, as detailed in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations and relevant relaxation granted from time to time.

During the year under review, the Board has accepted the recommendation of the Audit Committee. Details of all the Committees of the Board is given in the Corporate Governance Report.

22. Credit Rating

Details of Credit Ratings obtained by the Company have been given in the Corporate Governance report, which forms part of integrated report.

23. Management Discussion and Analysis:

In terms of SEBI Listing Regulations, the Management Discussion and Analysis Report is appended to this Annual Report.

24. Measures for prevention of sexual harassment at work place:

The Company has in place a Policy on prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Internal Committee (IC) has been set up to redress complaints received regarding sexual harassment.

There was no complaint of sexual harassment received during the year under review.

25. Auditors and their Report Statutory Auditors

M/s. Kirtane & Pandit LLP, Chartered Accountants (FRN : 105215W/W100057), the Statutory Auditor of the Company, was appointed for the term of five (5) years in the Annual General Meeting held on 19th July2024, till the conclusion of the 46th Annual General Meeting.

The notes on the financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. There is no audit qualification, reservation or adverse remark in their Report for the year under review. During the year, the Statutory Auditors have not reported any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act, the details of which would need to be mentioned under Section 134(3)(ca) of the Companies Act, 2013.

Cost Auditors:

M/s. Urvashi Kamal Mehta & Co., Cost Auditors, have conducted audit of Cost Accounting Records in respect of the Financial Year 2024-25 and report thereon shall be finalized and filed as statutorily provided. The Board on recommendation of the Audit Committee has re-appointed M/s. Urvashi Kamal Mehta & Co., Cost Auditors for the FY 25-26. A remuneration of Rs1,32,000/- plus applicable taxes and out of pocket expenses payable to the Cost Auditors for conducting cost audit of the Company for FY 2025-26 as recommended by the Audit Committee and approved by the Board has to be ratified by the shareholders at the 42nd Annual General Meeting. The Company has maintained cost records as specified under section 148(1) of the Companies Act, 2013.

Secretarial Auditors and their Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and in accordance with the requirement of Regulation 24A of the SEBI (LODR), Regulation, 2015, and subject to approval of shareholders in AGM, the Board of Directors has appointed M/s. Bhandari & Associates, (Firm Registration Number: P1981MH043700) a firm of Company Secretaries in practice to undertake the Secretarial Audit for a period of five (5) consecutive financial year from FY 2025-26 to 2029-30.

The Secretarial Audit Report in Form MR-3 for the said financial year is annexed to this Report as Annexure - 2. There is no other qualification, reservation or adverse remark in their report.

26. Corporate Social Responsibility (CSR):

The Board has constituted a Corporate Social Responsibility Committee, headed by Mr. S. V. Kabra as Chairman, as detailed in the Corporate Governance Report forming part of the Annual Report. The CSR Policy adopted in compliance with the provisions of Section 135 of the Companies Act, 2013 is uploaded on the Companys website at https://www.kolsite.com/ uploads/investores/pdf/csr-policy.pdf

During the year, the programmes/ initiatives / projects are taken up in line with the schedule VII of the Companies Act, 2013, which are duly incorporated in CSR Policy and forms the guiding principle for all our initiatives.

The annual report on CSR activities is annexed to this report as Annexure-3

27. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure-4.

28. Policy on Directors appointment and remuneration:

The policy on Directors appointment and remuneration including determination of the qualification, independence of Directors and other matters provided under Section 178(3) of the Companies Act, 2013 forms part of the Remuneration Policy of the Company. A gist of the policy is available in the Corporate Governance Report. This policy is available on the Companys website and can be accessed at https://www.kolsite.com/uploads/investores/pdf/remuneration-policv.pdf

It is affirmed that the remuneration paid to the directors is as per the terms set out in the Remuneration Policy of the Company.

29. Vigil Mechanism & Whistle Blower Policy:

The Company has framed a policy on Vigil Mechanism-Whistle Blower, enabling all the employees and other stakeholders of the Company to report any matter/activity on account of which the interest of the Company may be adversely affected, as a Protected Disclosure. This Policy has been placed on the Companys website at: https://www.kolsite.com/uploads/ investores/pdf/vigil-mechanism-whistle-blower-policv.pdf

No complaint has been received during the year under review.

30. Particulars of employees and remuneration:

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Annual Report as Annexure 5.

Details of employee remuneration as required under provisions of Section 197 of the Act, and Rule 5(2) &5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. As per the provisions of Section 136 of the Act, the reports and Financial Statements are being sent to shareholders of the Company and other stakeholders entitled thereto, excluding the Statement containing Particulars of Employees. Any shareholder interested in obtaining such details may write to the Secretarial Department at the registered office of the Company.

31. Annual Return:

The copy of Annual Return in Form No. MGT-7 for the year 2024-25 as per provisions of the Companies Act, 2013 and Rules thereto, is available on the Companys website at https://www.kolsite.com/annual-general-meeting.php > 2025.

32. Business Responsibility and Sustainability Report:

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report initiatives taken from the environmental, social and governance perspective in the prescribed format is available on the Companys website and can be accessed at https://kolsite.com/uploads/investores/pdf/BRSR202425.pdf

33. Transfers to the Investor Education and Protection Fund

Transfer of unclaimed/unpaid amount to the Investor Education and Protection Fund has been covered in the Corporate Governance Report forming part of the Annual Report

34. Secretarial Standard

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

35. Other Disclosures:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year along with their status at the end of the financial year is not applicable; and the requirement to disclose the details of the difference between the amount of the valuation done at the time of onetime settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

36. Acknowledgement:

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and cooperation received from the Shareholders, Bankers, Government Authorities, Stock Exchanges, Customers, Suppliers and Business Associates at all levels during the year under review.

Place	: Mumbai	For and on behalf of the Board
Date :	May 16, 2025	(S. V. Kabra)
		Executive Chairman (DIN: 00015415)