iifl-logo

Kataria Industries Ltd Directors Report

Add as a Preferred Source on Google
148.85
(-0.27%)
Sep 18, 2026|03:31:21 PM

Kataria Industries Ltd Share Price directors Report

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of Kataria Industries Limited (the Company) (Formerly known as Kataria Industries Private Limited), along with the audited financial statements, for the financial year ended March 31, 2026.

Business Overview

Kataria Industries Limited was incorporated in 2004 with the objective of manufacturing and supplying ingots, wires, pipes, tubes, and plastic products. Over time, the Company streamlined its operations by transferring its Plastic and Wind Mill Divisions in 2013 pursuant to a Scheme of Arrangement and Demerger sanctioned by the Honble Madhya Pradesh High Court, thereby focusing on its core strengths in the steel and infrastructure sector.

The leadership of the Company is driven by Mr. Arun Kataria, Promoter and Managing Director, and Mr. Anoop Kataria, Whole-Time Director and CFO. With strong expertise in operations, finance, and strategic growth, the management has built a culture emphasizing innovation, efficiency, and customer-centric values.

The Company is engaged in the manufacturing and supply of:

Low Relaxation Pre-Stressed Concrete (LRPC) Strands and Steel Wires > Post-Tensioning (PT) Anchorage Systems (Anchor Cone, Anchor Head, and Wedges) > HDPE Single Wall Corrugated (SWC) Sheathing Ducts and Couplers > Aluminium Conductors

Our products cater to critical sectors such as Infrastructure, Roads, Bridges & Flyovers, Metros, Railways, High-Rise Buildings, Atomic Reactors, LNG Tanks, and Power Transmission & Distribution Lines. The Companys commitment to quality is demonstrated by its certification under ISO 9001:2015.

During the year, the Company obtained shareholder approval to expand its principal objects in the Memorandum of Association to include comprehensive real estate and infrastructure activities. The expanded object clause authorises the Company to undertake development, acquisition, construction, sale and leasing of residential, commercial and industrial properties (including townships, housing projects, malls, hotels, resorts, hospitals, educational and entertainment facilities), renovation and redevelopment of existing structures, and provision of integrated infrastructure and allied services such as roads, bridges, drainage, water supply, landscaping and parks. It also permits the Company to provide real estate services including consultancy, property and facility management, estate agency and acting as a manager or service provider to Real Estate Investment Trusts (REITs), subject to applicable laws and regulatory approvals. This strategic expansion enables the Company to diversify its business portfolio, pursue new growth opportunities in real estate and infrastructure, and offer end-to-end services across the property lifecycle.

including consultancy, property and facility management, estate agency and related brokerage activities, and to act as manager or service provider to Real Estate Investment Trusts (REITs), subject to applicable laws and regulatory approvals. This strategic expansion enables the Company to diversify its business portfolio, pursue new growth opportunities in real estate and infrastructure, and offer end-to-end services across the property lifecycle.

After the completion of financial year 2025-26, the Company amended Clause 3(b) of its Memorandum of Association by inserting a new Clause 49 to provide an enabling object for the establishment, acquisition, operation and management of captive power generation facilities and activities ancillary or incidental thereto. The amendment is intended to align the objects of the Company with its existing captive power operations, comprising a 1.60 MW wind power plant at Village Ratedi, District Dewas, Madhya Pradesh and a 1 MW solar power plant at Ratlam, Madhya Pradesh, and to facilitate compliance with applicable laws and regulatory requirements.

The proposed alteration was approved by Members of the Company at the Extraordinary General Meeting (EGM) held on August 26, 2026, by way of a Special Resolution.

Key Developments in FY 2025-26

During 2025-26, shareholders approved an amendment to the Memorandum of Association to expand the Companys objects into comprehensive real estate and infrastructure activities. The new objects permit development, acquisition, construction, sale and leasing of residential, commercial and industrial properties, renovation and redevelopment, provision of integrated infrastructure and allied services, and real estate services including consultancy, property/facility management, estate agency and acting as REIT manager, subject to applicable laws and approvals.

Outlook

Kataria Industries is focused on scaling its operations, diversifying its product offerings, and pursuing sustainable growth opportunities. With robust infrastructure, advanced manufacturing capabilities, and a strong leadership team, the Company is well-positioned to strengthen its market presence and contribute meaningfully to Indias infrastructure and industrial development.

2025-26 at Glance Financial Highlights

Financial Year 2025-26 at Glance

Particulars Standalone FY. 2025-26 Standalone FY. 2024-25
Revenue from Operations 33,103.82 35,060.74
Other Income 152.82 139.20
Total Income 33,256.64 35,199.94
Less: Total Expenses before Depreciation, Finance Cost and Tax 30,988.44 33,031.96
Profit Before Depreciation, Finance Cost and Tax 2,268.20 2,167.98
Less: Depreciation 528.99 539.07
Less: Finance Cost 104.10 298.82
Profit Before Tax 1,635.12 1,330.09
Less: Current Tax 418.98 349.54
Less: Current Tax Expense Relating to Prior years 22.32 (59.31)
Less: Deferred tax Liability (Asset) (18.65) (55.71)
Profit After Tax 1,212.46 1,095.57

Financial Performance

During the year under review, the Company has earned total income of INR 33,256.64 Lakhs as against the total income of INR 35,199.94 Lakhs of previous year which states 5.52% Decrease in the total income as compared to previous year.

The profit before tax in the financial year 2025-26 stood at INR 1,635.12 Lakhs as compared to profit of INR 1,330.09 Lakhs for last year which state 22.93% increase in Profit before tax and net profit after tax stood at INR 1,212.46 Lakhs as compared to profit of INR 1,095.57 Lakhs for the previous year which state 10.67% increase in profit of the Company.

The improvement in bottom-line performance was mainly supported by a significant reduction in finance cost and effective financial management, which helped offset the impact of higher operational expenses. The Company continues to focus on strengthening operational efficiency and sustainable growth.

Dividend

Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LORD), the Board of Directors of the Company had formulated a Dividend Distribution Policy. The policy is available on the Companys website:  . The Board of Directors have recommended a final dividend of 0.5 per share.

The said dividend, if approved by the Members at the ensuing Annual General Meeting (the AGM) will be paid to those Members whose name appears on the Register of Members (including Beneficial Owners) of the Company as at the end of September 22, 2026. The said dividend, if approved by the Members, would involve a cash outflow of approx 107.66 Lakhs.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 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. Please refer our website for a detailed information on the tax implication.

Transfer To General Reserve

During the year under review, the Company has not transferred any amounts to the General reserve. For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2026, please refer to the Reserves & Surplus included in the financial statements of this Annual Report.

Change In Nature Of Business

During the year, the Company, with the approval of its members, altered its Memorandum of Association to broaden its principal objects and enable expansion into real estate development, construction, redevelopment, infrastructure and allied services. Pursuant to this change, the Company may undertake development, acquisition, construction, sale and leasing of residential, commercial and industrial properties, carry out renovation and redevelopment of existing buildings and structures, and provide integrated infrastructure services including roads, bridges, drainage, water supply, landscaping and other urban infrastructure facilities. The Company is also empowered to provide real estate consultancy, property and facility management, estate agency and related advisory services, and to act as manager or service provider for REITs, subject to applicable laws, approvals and regulatory compliances. This alteration represents a strategic expansion of the Companys business scope and does not by itself constitute commencement of a new line of business unless and until the Company undertakes such activities in accordance with law and necessary approvals.

Transfer Of Unclaimed Dividend To Investor Education And Protection Funds (IEPF)

During the financial year 2026-27, your Company is not required to transfer any unclaimed and un-paid dividends to IEPF.

Share Capital

During the year under review, there was no change in the authorized and paid-up share capital of your Company:

Authorized Capital

The Authorized Share capital of the company stood at INR 22,00,00,000/- (Rupees Twenty-Two Crore Only) divided into 22000000 (Two Crore Twenty Lacs) equity shares of INR 10/- (Rupees Ten Only).

Issued, Subscribed & Paid-up Capital

The Issued, subscribed and paid-up Capital of the Company is INR 21,53,12,340/- (Rupees Twenty-One Crore Fifty-Three Lacs Twelve Thousand Three Hundred Forty Only) divided into 2,15,31,234 Equity Shares of 10 each.

The entire Paid-up Equity shares of the Company are listed at Emerge Platform of National Stock Exchange of India Limited.

Details under section 67(3) of the Companies Act, 2013 (hereinafter referred to as the act) in respect of any scheme of provisions of money for purchase of own shares by employees or by trustees for the benefit of employees:

There were no such instances during the year under review.

Board Of Directors And Key Managerial Personnel

Constitution of Board

The composition of Board complies with the requirements of the Companies Act, 2013 (Act). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations. None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorships is within the limits laid down under section 165 of the Companies Act, 2013.

As on date of this report, the Board of the Company comprises of five Directors out of which one is Managing Director, one is Whole-time director, two are Non-Promoter Non-Executive Independent Directors and one is Non-Executive Directors. As on the date of this report, the Board comprises following Directors.

Name of Director Category Cum Designation Date of Appointment at current term Total Directorship No. of Committee^ No. of Shares held as on March 31, 2026
Mr. Arun Kataria Managing Director December 26, 2023 2 0 29,08,000 Equity Shares
Mr. Anoop Kataria Whole-Time Director December 26, 2023 4 1 18,09,774 Equity Shares
Mr. Sunil Kataria Non-Executive Director December 22, 2023 6 3 18,28,600 Equity Shares
Mr. Mukesh Kumar Jain Independent Director December 22, 2023 4 4 0
Mrs. Apurva Lunawat Independent Director December 22, 2023 2 3 2

Committee includes Audit Committee and Stakeholders Relationship Committee across all Public Companies.

2020-2021

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Companies. None of the Director of the Company is holding position as Independent Director in more than 7 Listed Companies. Further, none of the Directors of the Company is disqualified for being appointed as a Director pursuant to Section 164 (2) of the Companies Act, 2013.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board are held at least once in a quarter.

During the year under review, Board of Directors of the Company met 12 (Twelve) times viz; April 7, 2025; May 28, 2025; August 26, 2025; September 04, 2025; September 26, 2025; November 13, 2025; December 11, 2025; February 4, 2026; March 5, 2026; March 6, 2026, March 7, 2026 and March 28, 2026.

The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below.

Name of Director Number of Board Meeting Held Number of Board Meetings Eligible to attend Number of Board Meeting attended Presence at the Previous AGM
Mr. Arun Kataria 12 12 12 Yes
Mr. Anoop Kataria 12 12 12 Yes
Mr.Sunil Kataria 12 12 11 Yes
Mr. Mukesh Kumar Jain 12 12 12 Yes
Mr. Apurva Lunawat 12 12 12 Yes

Changes in Directors

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Sunil Kataria (DIN: 00092681), Director of the Company retires by rotation at the ensuing Annual General Meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his appointment on the Board.

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has recommended the re-appointments of Mr. Anoop Kataria as Chief financial officer and Whole-Time Director and Mr. Arun Kataria as Chairman and Managing Director of the Company for a further period of five (5) years with effect from October 1, 2026, subject to the approval of the Members at the ensuing Annual General Meeting.

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has recommended the appointment of Ms. Amisha Gandhi as Non-Executive Independent Director of the Company for a period of five (5) years with effect from September 5, 2026.

The Board, after considering their experiences, qualifications, expertise, contributions and performances, is of the opinion that their association with the Company as Chief financial officer and Whole-Time Director, Chairman and Managing Director and Non-Executive Independent Director will be beneficial to the Company. Accordingly, the Board recommends the proposed resolutions for the approval of the Members at the ensuing Annual General Meeting.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and Secretarial Standard II on General Meeting, of the person seeking re-appointment / appointment as Director is annexed to the Notice convening the twenty second annual general meeting.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two Non-Promoter Non-Executive Independent Directors in line with the Companies Act, 2013. In the opinion of the Board of Directors, both Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management.

A separate meeting of Independent Directors was held on March 28, 2026 to review the performance of Non-Independent Directors, Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at  .

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2026-27 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, and expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5) (ilia) of the Companies (Accounts) Rules, 2014.

Familiarization Programme for Independent Directors

The Board members are provided with necessary documents/ brochures, reports, and internal policies to enable them to familiarize with the Companys procedures and practices, the website link is  .

Key Managerial Personnel

In accordance with Section 203 of the Companies Act, 2013, during the Financial Year 2025-26, the Company had Mr. Arun Kataria (DIN: 00088999) who is acting as Managing Director of the Company, Mr. Anoop Kataria (DIN: 06527758) who is acting as Chief Financial Officer and Whole-Time Director of the company, Ms. Shanu Patwa who was acting as Company Secretary and Compliance Officer of the company till December 10, 2025. They will be considered as Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013.

During the financial year under review, Ms. Shanu Patwa resigned from the post of Company Secretary and Compliance officer of the Company w.e.f. December 11, 2025.

Mrs. Muskan Bhandari had been appointed as Company Secretary and Compliance officer of the Company w.e.f. May 05, 2026.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act;

The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the performance of chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Succession Plan

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The Nomination and Remuneration Committee implements this mechanism in concurrence with the Board.

Overtight of the companys financial reporting process

Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a. In preparation of annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and that no material departures have been made from the same;

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 or loss of the Company for that year;

c. The Directors had 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;

d. The Directors had prepared the annual accounts for the year ended March 31, 2026 on going concern basis.

e. The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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.

Committees Of Board

Your Company has constituted several Committees in compliance with the requirements of the relevant provisions of applicable laws and statutes, details of which are given hereunder.

Audit Committee

Stakeholders Relationship Committee

Nomination and Remuneration Committee

Corporate Social Responsibility Committee

Audit Committee

The constitution of the Audit Committee is in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014.

The Members of the Audit Committee are possessing financial / accounting expertise / exposure.

The Audit Committees meeting is generally held for the purpose of recommending the half yearly/yearly financial results and the gap between two meetings did not exceed one hundred and twenty days. The Audit Committee met Seven (7) times during the financial year 2025-26 viz; May 28, 2025; September 4, 2025; September 26, 2025; November 13, 2025; February 4, 2026; March 6, 2026 and March 28, 2026

Name of Members Category Designation in Committee Number of Meetings During the Financial Year 2025-26 Held Number of Meetings During the Financial Year 2025-26 Eligible to Attend Number of Meetings During the Financial Year 2025-26 Attended
Mrs. Apurva Lunawat Independent Director Chairperson 7 7 7
Mr. Mukesh Kumar Jain Independent Director Member 7 7 7
Mr. Anoop Kataria Managing Director Member 7 7 7

The Company Secretary of the Company is acting as Secretary to the Audit Committee.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors. Further, the terms of reference, roles and powers of the Audit Committee is as per Section 177 of the Companies Act, 2013 (as amended).

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Listing Regulations and Section 177 of the Act as applicable along with other terms as referred by the Board. The role of the audit committee includes the following:

Oversight of the companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub section 3 of section 134 of the Companies Act, 2013; b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major accounting entries involving estimates based on the exercise of judgment by management; d. Significant adjustments made in the financial statements arising out of audit findings; e. Compliance with listing and other legal requirements relating to financial statements; f. Disclosure of any related party transactions; g. Modified opinion(s) in the draft audit report.

Reviewing, with the management, the quarterly financial statements before submission to the board for approval and examine the financial statement and the auditors report thereon;

Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ Information Memorandum/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

Approval or any subsequent modification of transactions of our Company with related parties subject to manner prescribed under the Companies Act, 2013;

Scrutiny of inter-corporate loans and investments;

Valuation of undertakings or assets of the listed entity, wherever it is necessary;

Evaluation of internal financial controls and risk management systems;

Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

Discussion with internal auditors of any significant findings and follow up there on;

Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

Discussion with statutory auditors before the audit commences about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors;

to review the functioning of the whistle blower mechanism;

Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

Carrying out any other function as is mentioned in the terms of reference of the audit committee;

reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower and monitoring the end use of funds raised through public offers and related matters;

To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases;

Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board;

Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., of the Company and its shareholders

To investigate any other matters referred to by the Board of Directors.

To investigate into any matter in relation to above items or referred to it by Board; 4. To obtain legal or professional advice from external sources and have full access to information contained in the records of the Company; 5. To seek information from any employee; 6. To secure attendance of outsiders with relevant expertise, if it considers necessary; 7. To have full access to information contained in the records of the company; Any other power as may be delegated to the Committee by way of operation of law.

Review of Information by the Audit Committee:

The audit committee shall mandatorily review the following information:

Management Discussion and Analysis of financial condition and results of operations;

Management letters / letters of internal control weaknesses issued by the statutory auditors;

Internal audit reports relating to internal control weaknesses;

The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee;

Statement of deviations:

a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

review and monitor the auditors independence and performance, and effectiveness of audit process;

examination of the financial statement and the auditors report thereon;

approval or any subsequent modification of transactions of the company with related parties;

scrutiny of inter-corporate loans and investments;

valuation of undertakings or assets of the company, wherever it is necessary;

evaluation of internal financial controls and risk management systems;

Monitoring the end use of funds raised through public offers and related matters;

Any other matters as prescribed by law from time to time.

Powers of Audit Committee

The Committee -

May call for comments of auditors about internal control system, scope of audit, including observations of auditors and review of financial statement before their submission to board;

May discuss any related issues with internal and statutory auditors and management of the Company;

Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at  .

Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with the provisions Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the person who is qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

During the year under review, the Nomination and Remuneration Committee met three (3) times viz; September 4, 2025; December 11, 2025, March 28, 2026.

The composition of the Committee and the details of meetings attended by its members are given below:

formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

Name of Members Category Designation in Committee Number of Meetings During the Financial Year 2025-26 Held Number of Meetings During the Financial Year 2025-26 Eligible to Attend Number of Meetings During the Financial Year 2025-26 Attended
Mr. Mukesh Kumar Jain Independent Director Chairperson 3 3 3
Mrs. Apurva Lunawat Independent Director Member 3 3 3
Mr. Sunil Kataria Non-Executive Director Member 3 3 2

The terms of reference of Nomination and Remuneration Committee are briefed hereunder;

Terms Of Reference

formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates.

formulation of criteria for evaluation of performance of independent directors and the board of directors;

devising a policy on diversity of board of directors;

identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

Determine whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

Recommend to the board, all remuneration, in whatever form, payable to senior management.

Recommending remuneration of executive directors and any increase therein from time to time within the limit approved by the members of our Company.

Recommending remuneration to non-executive directors in the form of sitting fees for attending meetings of the Board and its committees, remuneration for other services, commission on profits;

performing such functions as are required to be performed by the compensation committee under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended;

engaging the services of any consultant/professional or other agency for the purpose of recommending compensation structure/policy;

Analyzing, monitoring and reviewing various human resource and compensation matters;

reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;

framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including;

a. The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; or

b. The SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, as amended;

Performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing Regulations, Companies Act, each as amended or other applicable law.

Nomination and Remuneration Policy

The Company has, in order to attract motivated and retained manpower in competitive market and to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the

2024/03/6. Nomination_and_Remuneration_Policy.pdf.

Companies Act, 2013 devised a policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management. Key points of the Policy are:

A. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel

The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP and Senior Management personnel and recommend to the Board for his / her appointment.

A person should possess adequate qualification, expertise and experience for the position he/she is considered for appointment.

In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

B. Policy on Remuneration of Director, Key Managerial Personnel and Senior Management Personnel

The Company remuneration policy is driven by the success and performance of the Director, KMP and Senior Management Personnel vis-a-vis the Company. The Company philosophy is to align them and provide adequate compensation with the Objective of the Company so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at  .

Performance Evaluation

Criteria on which the performance of the Independent Directors shall be evaluated are placed on the website of the Company and may be accesses at link  .

Remuneration of Directors

The Company has not entered into any pecuniary relationship or transactions with Non-Executive Directors of the Company except payment of Sitting Fees for attending the Meetings.

Further, criteria for making payment, if any, to non-executive directors are provided under the Nomination and Remuneration Policy of the Company which is hosted on the website of the Company viz;  .

During the year under review, the Company has paid remuneration /sitting fees to Directors of the Company, details of which are as under:

Name of Directors Designation Salary Sitting Fees Commission Stock Option Total
Mr. Arun Kataria Managing Director 18.00 - - - 18.00
Mr. Anoop Kataria Whole-time Director and CFO 18.00 - - - 18.00
Mr. Sunil Kataria Non-Executive Director - 0.28 - - 0.28
Mr. Mukesh Kumar Jain Independent Director - 0.42 - - 0.42
Mrs. Apurva Lunawat Independent Director - 0.40 - - 0.40

Stakeholders Grievances and Relationship Committee

The Company has constituted Stakeholders Grievance & Relationship Committee pursuant to the provisions of Section 178 of the Companies Act, 2013 mainly to focus on the redressal of Shareholders / Investors Grievances, if any, like Transfer / Transmission / Demat of Shares; Demat / Remat of Securities; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

During the year under review, Stakeholders Relationship Committee met One (1) times viz May 28, 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

2025-26

Name of Members Category Designation in Committee No. of Meetings During the Financial Year 2025-26 Held No. of Meetings During the Financial Year 2025-26 Eligible to Attend No. of Meetings During the Financial Year 2025-26 Attended
Mrs. Apurva Lunawat Independent Director Chairperson 1 1 1
Mr. Mukesh Kumar Jain Independent Director Member 1 1 1
Mr. Sunil Kataria Non-Executive Director Member 1 1 1

The Company Secretary and Compliance officer of the Company provides secretarial support to the Committee.

Role of Stakeholders Relationship Committee:

The role of the committee shall inter-alia include the following:

Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

Review of measures taken for effective exercise of voting rights by shareholders.

Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

Carry out any other function as is referred by the Board from time to time or enforced by any statutory notification / amendment or modification as may be applicable.

Corporate Social Responsibility (CSR) Committee

Pursuant to Section 135 of Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee (the CSR Committee) with object to recommend the Board a Policy on Corporate Social Responsibility and amount to be spent towards Corporate Social Responsibility. The terms of reference of the Committee inter alia comprises of the following:

To review, formulate and recommend to the Board a CSR Policy which shall indicate the activities to be undertaken by the Company specified in Schedule VII of the Companies Act, 2013 and Rules made thereunder;

To provide guidance on various CSR activities and recommend the amount of expenditure to be incurred on the activities;

To monitor the CSR Policy from time to time and may seek outside agency advice, if necessary.

During the year under review, Corporate Social Responsibility Committee met One (1) time viz September 4, 2025. The meetings were held to review and approve the expenditure incurred by the Company towards CSR activities.

The Composition of the Corporate Social Responsibility Committee as on March 31, 2026 is as under:

Name of Members Category Designation in Committee No. of Meetings During the Financial Year 2025-26 Held No. of Meetings During the Financial Year 2025-26 Eligible to Attend No. of Meetings During the Financial Year 2025-26 Attended
Mr. Arun Kataria Managing Director Chairperson 1 1 1
Mr. Mukesh Kumar Jain Independent Director Member 1 1 1
Mr. Anoop Kataria Whole-Time Director & CFO Member 1 1 1

The CSR Policy may be accessed at the web link  . Corporate_Social_Responsibility.pdf. The Annual Report on CSR activities in prescribed format is annexed as an Annexure - A.

1

Public Deposits

Public DepositsThe Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

Risk Management

Risk ManagementA well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

Details of Subsidiaries/Associates/Joint Ventures

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

Sexual Harassment of Women at Workplace

To foster a positive workplace environment, free from harassment of any nature, the company has institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

a. Number of complaints of sexual harassment received in the year 2025-26 = Nil b. Number of sexual harassment complaints disposed off during the year 2025-26 = Nil c. Number of sexual harassment cases pending for more than ninety days during the year 2025-26 = Nil

Maternity Benefit Act 1961

The Company has complied with the provisions relating to the Maternity Benefit Act 1961.

Management Discussion and Analysis Report

Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report as stipulated under Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is attached and forms part of this Directors Report.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

Web Link of Annual Return

The Annual Return for the financial year 2025-26 is uploaded on the website of the Company and the same is available at 

Contracts and Arrangements with Related Parties

All contracts/arrangements/transactions entered by the Company during the FY 2025-26 with related parties were on an arms length basis and in the ordinary course of business and approved by the Audit Committee and omnibus approval was obtained, where applicable.

As per the SEBI LODR, if any Related Party Transactions (RPT) exceeds 10% of the annual consolidated turnover as per the last audited financial statement, would be considered as material and would require members approval. In this regard, during the year under review, the Company has taken the necessary members approval. None of the transactions with related parties fall under the scope of Section 188(1) of the Act. The 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 B in Form No. AOC-2 and the same forms part of this report. All the Related Party Transactions entered by the Company in FY 2025-26 were in the ordinary course of business and at arms length basis. All such transactions were reviewed and approved by the Audit Committee from time to time.

The details of RPTs during FY 2025-26, including transactions with a person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the Company are provided in the accompanying financial statements.

During the FY 2025-26, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees.

2024/03/10.Policy_on_Related_Party_Transactions.pdf

Pursuant to the requirements of the Act and the SEBI LORD, the Company has formulated a policy on Related Party Transactions and the same is available on the Companys website: 

Material Changes And Commitment Affecting Financial Position Of The Company

There have been no material changes and commitments for the likely impact affecting financial position between end of the financial year and the date of the report, i.e. March 31, 2026 to the date of this Report except that Company had added a new in clause in its incidental objects of Memorandum of Association to provide an enabling object for the establishment, acquisition, operation and management of captive power generation facilities and activities ancillary or incidental thereto.

Particular of Employees

The ratio of the remuneration of each executive director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - C.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Integrated Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

Internal Financial Control

The Company has adequate systems of internal control meant to ensure proper accounting controls, monitoring cost cutting measures, efficiency of operation and protecting assets from their unauthorized use. The Company also ensures that internal controls are operating effectively. The Company has also in place adequate internal financial controls with reference to financial statement. Such controls are tested from time to time to have an internal control system in place.

Your Company ensures adequacy, commensurate with its current size, scale and complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls, statutory compliances and other regulatory compliances. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the business activity. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. The internal audit reports are reviewed by Audit Committee.

Maintenance of Cost Records

During the year under review, in accordance with Section 148(1) of the Act, your Company has maintained the accounts and cost records, as specified by the Central Government. Such cost accounts and records are subject to audit by M/s. Ritu & Co., Cost Accountant, (Firm Registration No. 001805), Cost Auditors of the Company for FY 2025-26. The Board has appointed M/s. JSK PARJ & Associates, Cost Accountant, (Firm Registration No. 006015) as Cost Auditors of your Company for conducting cost audit for FY 2026-27. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY2026-27 is provided in the Notice of the ensuing AGM. The Cost accounts and records are required to be maintained under section 148 (1) of the Act are duly made and maintained by your Company.

Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

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 stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is annexed to this Report as Annexure - D.

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Ashok Kumar Agrawal & Associates, Chartered Accountant, Indore (MP), (FRN: 022522C), were appointed as Statutory Auditors of the Company to hold office from the conclusion of the 20th Annual General Meeting (AGM) of the company till the conclusion of 25th AGM to be held for the financial year 2028-29.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report does contains remark that The feature of recording audit trail (edit log) facility was not enabled to log any direct data changes for the accounting software used for recording and maintaining payroll information.

used for recording and maintaining payroll information.

The Company takes note of the observation regarding the audit trail (edit log) facility in the payroll software. The payroll records are maintained through an in-house payroll application developed and used by the Company, with access to the system restricted to authorised personnel. The payroll data is processed based on approved payroll inputs and is subject to internal review and verification as part of the Companys payroll and financial reporting processes.

The audit trail facility for recording direct changes to payroll data was not enabled in the said in-house application during the relevant period. However, the Company has appropriate internal controls and review mechanisms in place for processing and recording payroll information. The management has also taken note of the observation and is evaluating suitable enhancements to the payroll application, including enabling an appropriate audit trail/edit log mechanism, wherever required, to further strengthen the system controls and monitoring of changes to payroll data.

The Auditors Report is enclosed with the financial statements in this Annual Report.

Internal Auditors

The Board of Directors of the Company has appointed M/s. M K Kataria & Co., Chartered Accountants, (FRN: 014644C), as an Internal Auditors to conduct Internal Audit of the Company and the Internal Auditors have presented the observations to the Audit Committee at their meeting held on quarterly basis.

Secretarial Auditor

The Company has appointed M/s ALAP & Co. LLP, Company Secretary, to conduct the secretarial audit of the Company for the financial year 2025-26, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2025-26 is annexed to this report as an Annexure - E

The above report contain remark by the Secretarial Auditor with regards to financial year 2025-26 that the Company had not appointed Company Secretary (Key Managerial Personnel) under Section 203 of the Companies Act, 2013 r.w. Regulation 6 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the period 11/12/2025 to 04/05/2026, for which NSE has imposed Penalty of Rupees 64,900/- which has been paid by the Company.

With respect to this remark, the Board of Directors submit that despite best efforts, we faced challenges in identifying a suitable candidate with the requisite qualifications and experience for the role Company Secretary and Compliance Officer of the Company. Further, there were some administrative and internal procedural delays, unexpected resignations/internal restructuring which further delayed the appointment process. However, the Board had already complied with the requirements by appointing Ms. Muskan Bhandari as a Company Secretary and Compliance Officer of the Company with effect from today i.e. May 05, 2026.

Reporting of Fraud

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Companys officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

Insurance

The assets of your Company have been adequately insured.

Corporate Governance

Your Company strives to incorporate the appropriate standards for corporate governance. The Company has been listed on SME Emerge Platform of NSE and pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the corporate governance provisions as specified in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Annual Report. Although few of the information are provided in this report of Directors under relevant heading.

Compliance with the provisions of SS 1 and SS 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly complied by your Company.

Proceedings Initiated/Pending Against Your Company Under The Insolvency and Bankruptcy Code, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

2025-26

Details Of Difference Between Valuation Amount On One Time Settlement and Valuation While Availing Loan From Banks and Financial Institutions

During the year under review, there has been no one time settlement of loans taken from banks and financial institution.

Website

WebsiteAs per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

NFRA-TCWG

NFRA - TCWGThe National Financial Reporting Authority (NFRA) vide circular dated 7th January 2026 provided all Listed entities, under NFRA Rules, 2018, and Auditors of the said Companies to setup an Effective Communication Between Statutory Auditors and Those Charged With Governance (TCWG), Including Audit Committees. The Circular emphasizes the importance of timely and structured communication through out the audit cycle to strengthen governance oversight and enhance audit quality.

The Charter for the TCWG still establish a formal, documented framework for two way, timely, written and appropriately communication between the Statutory Auditors and TCWG, including the Audit Committee and the Board, in accordance with the Companies Act, 2013, the Standards on Auditing SA 260 (Revised) and SA 265 as reiterated by above NFRA Circular.

Cyber Security

Cyber SecurityDuring the year under review, your Company did not face any incidents or breaches or loss of data breaches in Cyber Security.

Registered Office:

34-38 and 44, Industrial Area, Ratlam, Madhya Pradesh-457001, India.

General Disclosure

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions occur on these items during the year under review;

i. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

iii. There is no revision in the Board Report or Financial Statement;

Appreciations And Acknowledgement

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposted in the Company and look forward to having the same support in all future endeavors.

By order of the Board of Directors For, Kataria Industries Limited (Formerly known as Kataria Industries Private Limited) CIN: U68100MP2004PLC029530

Place: Ratlam Date: September 05, 2026

Arun Kataria Managing Director (DIN: 00088999)

Anoop Kataria CFO & Whole-Time Director (DIN: 06527758)

Annexure - A

Annual Report on Corporate Social Responsibility (CSR) Activities for the Financial Year 2025-26

I. Brief Outline on CSR Policy of the Company

Longevity and success for a company comes from living in harmony with the context, which is the community and society. The main objective of CSR Policy of the Company encompasses the ideas of corporate governance, sustainable wealth creation, corporate philanthropy and advocacy for the goals of the community. The projects undertaken will be within the broad framework of Schedule VII of the Companies Act, 2013. Our CSR initiatives focus on CSR projects as provided under Schedule VII.

The CSR Committee hereby confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and policy of the company.

The Company has framed its CSR Policy in compliance with the provisions of the Companies Act, 2013 and the same is placed on the Companys website at  . Corporate_Social_Responsibility.pdf

II. Composition of CSR Committee

Name of Directors Designation Designation in Committee No. of meetings of CSR Committee held during the year No. of meetings of CSR Committee attended during the year
Mr. Arun Kataria Managing Director Chairperson 1 1
Mr. Mukesh Kumar Jain Independent Director Member 1 1
Mr. Anoop Kataria Whole-time Director and CFO Member 1 1

III. Web Link of the Website of the Company for Composition of CSR Committee, CSR Policy and CSR Projects Approved by the Board:

Composition of CSR committee: 

CSR Policy and Projects:  . Corporate_Social_Responsibility.pdf

IV. Executive Summary Along with Web-link(S) of Impact Assessment of CSR Projects Carried Out in Pursuance if Sub-rule (3) of Rule 8, if Applicable:

Not Applicable for the financial year under review.

V.

Sl. No. Particulars Amount (INR in Lakh)
a. Average net profit of the company as per sub-section (5) of section 135 1,204.61
b. Two percent of average net profit of the Company as per Section 135(5) 24.09
c. Surplus arising out of the CSR projects or programs or activities of the previous financial years 0.00
d. Amount required to be set-off for the financial year, if any 0.67
e. Total CSR obligation for the financial year ((b)+(c)-(d)) 23.42
Sl. No. Particulars Amount (INR in Lakh)
a. Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project) 24.26
b. Amount spent in Administrative Overheads Nil
c. Amount spent on Impact Assessment, if applicable Nil
d. Total Amount spent for the financial year((a)+(b)+(c)) 24.26

e. CSR Amount Spent or Unspent for the Financial Year:

Total Amount Spent for the Financial Year Amount Unspent Total Amount transferred to Unspent CSR Account (Section 135(6)) Amount transferred to any fund specified under Schedule VII (second proviso to Section 135(5))
Name of the Fund: Amount: Date of transfer:
INR 24.26 Lakh Not Applicable Not Applicable

f. Details of excess amount for set-off are as follows:

Sl. No. Particulars Amount (INR in Lakh)
i. Two percent of average net profit of the company as per section 135(5) 24.09
ii. Total amount spent for the financial year 24.26
iii. Excess amount spent for the financial year [(ii)-(i)] 0.17
iv. Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any Nil
v. Amount available for set off in succeeding financial years [(iii)-(iv)] 0.17

VII. Details of Unspent CSR Amount for the Preceding Three Financial Years:

Sl. No. Preceding Financial Year(s) Amount transferred to Unspent CSR Account under sub-section (6) of section 135 (INR in Lakhs) Balance Amount in Unspent CSR Account under sub-section (6) of section 135 (INR in lakhs) Amount Spent in the Financial Year (INR in Lakhs) Amount transferred to Fund as specified under Schedule VII as per second proviso to sub-section (5) of section 135, if any Amount remaining to be spent in succeeding Financial Years (INR in Lakhs) Deficiency, if any
1 FY-1 Amountr Date of Transfer
2 FY-2 Nil
3 FY-3

VIII. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No

If Yes, enter the number of Capital assets created/acquired: Not applicable

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

1 2 3 4 5 6
Sl. No. Short particulars of the property or asset(s) [including complete address and location of the property] Pin code of the property or asset(s) Date of creation Amount of CSR amount spent Details of entity/Authority/ beneficiary of the registered owner
- CSR Registration Number, if applicable N ame Registered address
Not Applicable

IX. Specify the reason(s), if the company has failed to spend two percent of the average net profit as per Section 135(5):

Not Applicable

Registered Office:

34-38 and 44, Industrial Area, Ratlam, Madhya Pradesh-457001, India.

Place: Ratlam Date: September 05, 2026

By order of the Board of Directors For, Kataria Industries Limited CIN: U68100MP2004PLC029530

Arun Kataria Managing Director Chairman of CSR Committee (DIN: 00088999)

Anoop Kataria CFO & Whole-Time Director (DIN: 06527758)

2025-26

Annexure-B

Sr. No. CIN or Any Other Registration Number Name(s) of The Related Party Nature of Relationship Nature of Contracts/ Arrangements/ Transactions Total Value of Transactions During 2025-26 (\u20b9 in Lakhs) Duration of The Contracts/ Arrangements/ Transactions Salient Terms of The Contracts or Arrangements or Transactions Date(s) of Approval by The Board Amount Paid as Advances, if Any
7 CSR00058642 Seth Dhulchand Pannalal Kataria Paramarthik Trust Enterprise over which Directors exercise control CSR Expenses INR 5.26 Lakhs F.Y. 2025-26 On arms length basis May 28, 2025 NA
8 Not Applicable Kataria Infrastructure Corporation Enterprise over which Directors exercise control Rent Received INR 0.12 Lakhs F.Y. 2025-26 On arms length basis May 28, 2025 NA
9 U14200MP2008PTC022327 Panna Resources Private Limited Enterprise over which Directors exercise control Rent Received INR 0.12 Lakhs F.Y. 2025-26 On arms length basis May 28, 2025 NA
10 AAD-3839 Himsagar Real Estate and Traders Limited Liability Partnership Enterprise over which Directors exercise control Rent Received INR 0.12 Lakhs F.Y. 2025-26 On arms length basis May 28, 2025 NA
11 U27300MP1998PTC029536 Ratlam Wires Private Limited Enterprise over which Directors exercise control Rent Received INR 0.12 Lakhs F.Y. 2025-26 On arms length basis February 4, 2026 NA
12 U51505MP1994PTC008434 Sonic Overseas (India) Private Limited Enterprise over which Directors exercise control Rent Received INR 0.12 Lakhs F.Y. 2025-26 On arms length basis May 28, 2025 NA
12 U32000MP1995PTC031617 Shree Hanuman Wind-Infra Private Limited Enterprise over which Directors exercise control Rent Received INR 0.12 Lakhs F.Y. 2025-26 On arms length basis May 28, 2025 NA

Registered Office: 34-38 and 44, Industrial Area, Ratlam, Madhya Pradesh-457001, India.

Place:  Ratlam Date:  September 05, 2026

By order of the Board of Directors For, Kataria Industries Limited (Formerly known as Kataria Industries Private Limited) CIN: U68100MP2004PLC029530

Arun Kataria Managing Director (DIN: 00088999)

Anoop Kataria CFO & Whole-Time Director (DIN: 06527758)

1

Annexure - C

PARTICULARS OF EMPLOYEES

(Pursuant to Section 197(12) read with Rules made thereunder)

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules made there under

Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) The ratio of remuneration of each director to the median remuneration of employees for the financial year and the Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Sl. No. Name Designation Nature of Payment Ratio against median employees remuneration Percentage Increase
1 Arun Kataria Managing Director Remuneration 0.12: 1.00 Nil
2 Anoop Kataria Whole-time Director & CFO Remuneration 0.12: 1.00 Nil
3 Sunil Kataria Non-Executive Director Sitting Fees Not Applicable -
4 Mukesh Kumar Jain Independent Director Sitting Fees Not Applicable -
5 Apurva Lunawat Independent Director Sitting Fees Not Applicable -

*till 10-12-2025

b) The percentage increase in the median remuneration of employees in the financial year:

The median remuneration of the employees in current financial year was increased by 2.52% over the previous financial year.

c) The number of permanent employees on the rolls of the Company:

140 Employees

d) Average percentile increases 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:

The Average salary was increased by 83.60% whereas there was no change in the remuneration of the Executive Directors over the previous financial year.

The Board of Directors of the Company affirmed that remuneration of all the Key Managerial Personnel of the Company are as per the Remuneration Policy of the Company.

Registered Office:

34-38 and 44, Industrial Area, Ratlam, Madhya Pradesh-457001, India.

Place: Ratlam Date: September 05, 2026

By order of the Board of Directors For, Kataria Industries Limited (Formerly known as Kataria Industries Private Limited) CIN: U68100MP2004PLC029530

Arun Kataria Anoop Kataria Managing Director CFO & Whole-Time Director (DIN: 00088999) (DIN: 06527758)

Annexure - D

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

[Pursuant to Section 134(3) (m) of the Companies Act, 2013 and rule 8(3) of the Companies (Accounts) Rules, 2014]

A. Conservation of Energy:

i. Steps taken or impact on conservation of energy:

During the year under review, the Company undertook initiatives towards conservation of energy and reduction of its dependence on conventional sources of electricity. As part of its sustainability and energy conservation initiatives, the Company installed solar panels at its premises with a view to generating renewable energy and reducing consumption of electricity from conventional sources.

The installation of the solar power system is expected to contribute towards optimisation of energy consumption, reduction in the Companys reliance on grid electricity and reduction in its carbon footprint.

ii. Steps taken by the Company to utilize alternate source of energy:

Enhancing utilization of Renewable Energy Sources. Exploring the feasibility of utilization of wind power for plant locations wherever possible.

iii. Capital investment on energy conservation equipment:

During the year, the Company incurred a capital expenditure of approximately INR 110.00 lakhs towards the purchase and installation of solar panels and related equipment/infrastructure.

B. Technology Absorption:

i. The efforts made towards technology absorption:

Development & Implementation of new technique & process for manufacture of products. Evaluation of the alternative materials to reduce the cost of raw material. Solar technologies for common area, parking and street lighting.

ii. Benefits derived like product improvement, cost reduction, product development or import substitution:

Cost optimization Improvement in quality of products

iii. In case of imported technology (imported during the last three years reckoned from the beginning of financial year) - Not Applicable

iv. Expenditure incurred on Research & Development - Nil

C. Foreign Exchange Earnings and Outgo:

Sl. No. Particulars F.Y. 2025-26 F.Y. 2024-25
1. Export Sales (CIF Basis) 24.54 321.13
2. Import Purchases - -

Registered Office:

34-38 and 44, Industrial Area, Ratlam, Madhya Pradesh-457001, India.

Place: Ratlam Date: September 05, 2026

By order of the Board of Directors For, Kataria Industries Limited (Formerly known as Kataria Industries Private Limited) CIN: U68100MP2004PLC029530

Arun Kataria Managing Director (DIN: 00088999)

Anoop Kataria CFO & Whole-Time Director (DIN: 06527758)

Knowledge Center
Logo

Logo IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000

Logo IIFL Capital Services Support WhatsApp Number
+91 9892691696

Download The App Now

appapp
Loading...

Follow us on

facebooktwitterrssyoutubeinstagramlinkedintelegram

2026, IIFL Capital Services Ltd. All Rights Reserved

ATTENTION INVESTORS

RISK DISCLOSURE ON DERIVATIVES

Copyright © IIFL Capital Services Limited (Formerly known as IIFL Securities Ltd). All rights Reserved.

IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

ISO certification icon
We are ISO/IEC 27001:2022 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.