Kanel Industries Ltd Directors Report

To,

The Members,

Kanel Industries Limited, Ahmedabad

Your directors have pleasure in presenting the 33^rd Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2025.

1. FINANCIAL RESULTS:

The Companys financial performance for the year under review along with previous years figures is given hereunder:

(Amount In Lakhs)

PARTICULARS	FOR THE YEAR ENDED ON 31.03.2025	FOR THE YEAR ENDED ON 31.03.2024
Net Income from Business Operations	Nil	Nil
Other Income	0.51	0.20
Total Income	0.51	0.20
Profit / (loss) before depreciation & tax	(5.03)	(29.04)
Less Depreciation	1.08	2.17
Profit before Tax	(6.11)	(27.23)
Less Tax Expenses:	0	0
Net Profit after Tax	(5.60)	(27.23)

2. STATE OF AFFAIRS:

The Company is engaged in the business of trading of various edible oils. There has been no change in the business of the Company during the financial year ended 31^st March, 2025.

The highlights of the Companys performance are as under: i. Revenue from operations - Nil. ii. Loss for the year ended 31.03.2025 is Rs. 5.60 Lakhs against the Loss of Rs. 27.23 Lakhs in the previous year.

3. SHARE CAPITAL:

As on 31.03.2025 the paid-up Equity Share capital of the Company is Rs. 15,75,00,000/-.

During the year under review, the company has neither issued any shares with or without differential voting rights nor granted any stock Option nor any sweat Equity Shares.

4. DIVIDEND:

In absence of adequate profits, Dividend is not recommended for the financial year ended on 31.03.2025.

5. RESERVES:

The Board of Directors transferred the entire amount of losses to the Reserves & Surplus.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND: The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have any Holding, Subsidiary, Joint Venture or Associate Company.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT: No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: 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 are annexed as Annexure "A".

10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy. The Risk Management policy has been uploaded on the website of the company at www.kanel.in .

11. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the companies act, 2013 are not applicable to the company considering the net worth, turnover and net profit of the company.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and the same has been disclosed under the Balance Sheet.

13. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

14. STATUTORY AUDITORS:

M/s. N.S. Nanavati & Co., Chartered Accountants, (Firm Registration No. 134235W) was appointed as Statutory Auditor of the Company to hold office from the 31^st AGM to the 36^th AGM of the company for a term of five years in terms of the first proviso to Section 139 of the Companies Act, 2013.

15. STATUTORY AUDITORs REPORT & OBSERVATIONS:

The report of the Statutory Auditors of the Company is annexed herewith.

The auditors have not reported any frauds under sub section 12 of section 143 which are reportable to the Central Government.

There are no qualifications, reservations or adverse remarks made by the Statutory Auditor

16. ANNUAL RETURN:

The Annual Return in Form No.MGT-7 pursuant to the provisions of Section 92 has been placed at website of the Company at www.kanel.in

17. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/S. Malay Desai & Associates, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company.

18. SECRETARIAL AUDIT REPORT & OBSERVATIONS:

The Secretarial Audit Report of Secretarial Auditor is appended as ‘Annexure-B to this report.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor except the following:

1) Company has not appointed internal auditor till 25.10.2024 as specified under the provisions of Section 138 of the Companies Act, 2013 .

Explanation: The company had not appointed any Internal Auditor until the conclusion of the corporate insolvency resolution. However, after approval of the Resolution Plan on 23.10.2024, it has appointed Ms. Disha Kharod as an Internal Auditor of the Company on 25.10.2024.

2) The company has not appointed a qualified company secretary as compliance officer of the company till 23.01.2025

Explanation: The company had not appointed any Company Secretary until the conclusion of the corporate insolvency resolution. However, after approval of the Resolution Plan on 23.10.2024, it has appointed Mr. Naresh Kanzariya as a qualified Company Secretary and Compliance Officer of the Company on 23.01.2025 within three months of the approval of the Resolution Plan.

19. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

6 (Six) Board Meetings were held after approval of Resolution Plan by the Honble NCLT AhmedabadBench on the following dates: 25.10.2024, 30.10.2024, 11.11.2024, 23.01.2025, 14.02.2025, 05.03.2025

20. DIRECTOR RESPOSNSIBILITY STATEMENT:

Your directors wish to inform that the Audited Accounts containing financial statements for the financial year 2024-25 are in full conformity with the requirements of the Companies Act, 2013. They believe that the financial statement reflect fairly, the form and substance of transactions carried out during the year and reasonably present the Companys financial condition and results of operations.

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility statement:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b.the directors had 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;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d.the directors had prepared the annual accounts on a going concern basis; and

e. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. DEPOSITS:

The company has not invited, accepted or renewed any deposit within the meaning of Chapter V other than exempted deposit as prescribed under the provisions of the Company Act, 2013 and the rules framed thereunder, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

22. DIRECTORS / KEY MANAGERIAL PERSONNEL:

a. CHANGES IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

As per approved Resolution Plan by the Honble NCLT Ahmedabad Bench the following change in Board of Directors

Mr. Keyoor Bakshi	Appointment
Mr. Harshit Kachchhi	Appointment
Ms. Kamini Bakshi	Cessation
Mr. Bhavin Mehta	Appointment
Ms. Jasmin Doshi	Appointment
Mr. Naresh Kanjariya	Appointment as a Company Secretary
Mr. Dhiren Thakkar	Cessation
Mr. Hitesh Thakkar	Cessation
Mr. Vikram Ishvarbhai Desai	Cessation
Ms. Asha Desai	Cessation

b. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, had adopted a formal mechanism for evaluating its own performance and as well as that of its committee and individual Directors, including the chairperson of the Board. The Exercise was carried out through a structured evaluation process covering the various aspects of the Boards functioning such as composition of board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc.

The evaluation of the independent Directors was carried out by Board, except the independent Director being evaluated and the chairperson and the non-independent Directors were carried out by the independent Directors.

c. ANNUAL PERFORMANCE EVALUATION:

During the year under review, pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees. A separate meeting was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board at its meeting following the meeting of Independent Directors.

d. REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining, qualifications, positive attributes and independence of a director and also a policy for remuneration of directors, key managerial personnel and senior management. The policy is available at the website of company at www.kanel.in

e. DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

23. PARTICULARS OF CONTRACTS WITH RELATED PARTIES:

There were no related party transactions undertaken during the year under the review. The provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there were 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.

24. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY

AND BANKRUPTCY CODE:

There are no Proceeding Pending under the Insolvency and Bankruptcy Code.

25. CORPORATE GOVERNANCE:

Your Company practices a culture that is built on core values and ethical governance practices and is committed to transparency in all its dealings. A Report on Corporate Governance as per the Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report as an "Annexure-D".

26. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is appended as Annexure "C" to this Report.

27. PARTICULARS OF EMPLOYEES:

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year. - As the company has not paid any remuneration to the directors for the financial year 2024-25, the ratio of the remuneration of each director to the median remuneration of the employees is 0.

b) The percentage increase in the remuneration of each director, Chief Executive Officer, Chief Financial Officer and Company Secretary, if any in the financial year. - During the FY 2024-25 there was nil (0%) increase in the remuneration of MD, CFO, CS and other Non-Executive Directors.

c) The percentage increase in the median remuneration of employees in the financial year. - Average increase is 0% for the F.Y. 2024-25.

d) The number of permanent employees on the rolls of the Company as on 31.03.2025. - Nil

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

- Average 0% increase in salaries of Employees and 0% increase in Managerial Remuneration during F.Y. 2024-25. As there is no increment in remuneration of managerial person during the year, explanation is not required to be given. f) Affirmation that the remuneration is as per the remuneration policy of the company.

- The Companys remuneration policy is driven by the success of the Company during the year under review. The Company affirms that the remuneration is as per remuneration policy of the Company.

28. COST AUDITORS:

The section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 are not applicable to the Company Hence, the Board of Directors of your company had not appointed Cost Auditor for obtaining Cost Compliance Report of the company for the financial year 2024-25.

29. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards (I & II) issued by the Institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.

30. PREVENTION OF INSIDER TRADING:

Your company has adopted the "Code of Conduct on Prohibition of insider trading "and "Code of Conduct for Directors and Senior Management Personnel" for regulating the dissemination of

Unpublished Price Sensitive Information and trading in security by insiders.

31. INDUSTRIAL RELATIONS (HUMAN RESOURCES):

During the period under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance.

32. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company is committed to provide a safe and conducive work environment to its employees during the year under review. The company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition &Redressal) Act, 2013. Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

33. ACKNOWLEDGEMENTS

Your Resolution Professional and directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

Registered Office:	By order of the Board of Kanel Industries
1503, Westport, Sindhubhavan Road, Nr. S.P.	Limited
Ring Road, Ahmedabad-380059, Gujarat.
	Sd/-	Sd/-
Date: September 04, 2025	Keyoor Bakshi	Harshit Kachchhi
Place: Ahmedabad	Director & CFO	Director
	DIN: 00133588	DIN: 08019394