kbc global ltd Directors report

To,

The Members of KBC Global Limited

(Formerly known as "Karda Constructions Limited)

(CIN: L45400MH2007PLC174194)

Your Directors have pleasure in presenting the 16^th Annual Report together with audited statement of accounts of the Company for the year ended on 31^st March 2023.

FINANCIAL HIGHLIGHT

The financial performance of your Company for the year ended March 31, 2023 is summarized below: -

(Amounts in Lakhs)

Particulars	Standalone		Consolidated
	2022-2023	2021-2022	2022-2023	2021-2022
Total Revenue	10,872.40	11,131.80	12,065.73	11,131.80
Total Expenses	11144.52	7296.35	11181.17	7296.35
Earnings before interest and tax	(272.12)	3,835.44	884.56	3835.45
Finance Cost	1,223.53	1,430.47	1,223.53	1,430.47
Depreciation	13.15	12.45	13.15	12.45
Profit Before Tax	(1508.80)	2,392.52	(352.12)	2,392.52
Exceptional Items-Loss by fire	-	-	-	-
Tax Expenses:
Current Tax	-	664.29	-	664.29
Deferred Tax	2.12	2.89	2.12	2.89
Net Profit for the Period	(1510.92)	1725.34	(354.24)	1,725.34
Items that will not be subsequently reclassified to profit or loss	(8.10)	(8.10)	(8.10)	(8.10)
Total Comprehensive Income for the period	(1519.02)	1717.47	(362.34)	1,717.24
Earnings per share (EPS)*(Face value of 1 each)
Basic EPS	(0.23)	2.79	(0.05)	0.28
Diluted EPS	(0.23)	2.79	(0.05)	0.28

Standalone Financial Statements

During the Financial Year 2022-2023, revenue from operations is 10,818.56 Lakhs as compared to 10,164.52 Lakhs during the previous year. Company has incurred loss for the financial year of (1,519.02) Lakhs as compared to profit of 1717.47 Lakhs of previous year.

The financial statements of the Company for the year ended 31st March, 2023 have been disclosed as per Schedule III to the Companies Act, 2013.

Consolidated Financial Statement

The reporting on the performance and financial position of the Subsidiary company in the Boards Report in accordance with section 129(3) of the Companies Act, 2013 and the Indian Accounting Standard (Ind AS) 110 is applicable and forms the part of this Annual report.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANIES /JOINT VENTURE/ ASSOCIATE COMPANY:

The Board has reviewed the affairs of its subsidiary company. Pursuant to Section 129(3) of the Companies Act, 2013 and Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys subsidiaries/ joint ventures/ associate companies of the Company, bringing out the highlights of their performance, in the prescribed form Form AOC 1 which appears at "Annexure I" to this report. Details pertaining to the subsidiary of the Company is provided in the notes to the Consolidated Financial Statements.

The Audited Financial Statements of Companys subsidiary for the financial year ended 31st March, 2023 are available on the web link www.kardaconstruction.com and the same are also available for inspection at the Registered Office of the Company as per the details mentioned in the notice of the Annual General Meeting. Your Company will also make available these documents upon request by any Member of the Company interested in obtaining the same, subject to compliance of the applicable provisions of the Companies Act, 2013.

Reserves

The company does not propose to carry any amounts to any reserves. (Previous year : Nil)

Dividend

The company did not declare any dividend for financial year 2022-2023 (Previous Year : Nil).

There has been no transfer of unclaimed or unpaid dividend to investor education and protection fund, as there are no unclaimed or unpaid dividends.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure requirements Regulations, 2015 ("Listing Regulations") the dividend distribution policy has voluntary adopted by the Company.

Deposits

The company has neither accepted nor renewed any deposits under chapter V of the Companies Act, 2013. Also, there are no deposits which remained unpaid or unclaimed as at the end of the year. The question of default in repayment of deposits or payment of interest thereon did not arise during the year. There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

BUSINESS AND OPERATIONS

Business Overview

The Company is operating majorly in the following two segments:

• Construction and development of residential and commercial projects

• Contractual projects

A summary of completed and ongoing projects as on March 31, 2023 has been detailed in the Management Discussion and Analysis Report titled ‘Management Report forming part of the Annual Report.

Change in the nature of business

During the financial year there were no changes in the nature of business of the company.

Operational Overview

During the year under review, the Company handed over total 90 units with area of 95033 square feet of its ongoing residential and residential cum commercial projects.

Subsidiaries, Associate Companies, Joint Venture Companies

As on March 31, 2023, the Company has one Wholly-owned subsidiary and one step down subsidiary. As per the provisions of the Companies Act, 2013 there are no associates or joint venture companies of the Company. Further, there are no companies which have ceased to be subsidiaries, associate companies or joint venture companies during the financial year.

The Company has formulated a policy for determining material subsidiaries. The Policy may be accessed at www.kardaconstruction.com.

CHANGE IN NAME

The Company have approved change of name of the company from Karda Constructions Limited to KBC Global Limited w.e.f. September 14, 2021.

ALTERATION OF OBJECT CLAUSE OF THE MEMORANDUM

There has been no change in the object clause of Memorandum of Association during the year.

SHARE CAPITAL RELATED MATTERS

Share Capital

As on March 31,2023 the Authorised Share capital of the company was 350,00,00,000/- (Rupees Three Hundred Fifty Crores Only) comprising of 350,00,00,000 (Three Hundred Fifty Crores) equity shares of 1/- each (Rupees One Only). While the paid up share capital of the company was 66,56,77,941/- (Rupees Sixty Six Crores Fifty Six Lakhs Seventy Seven Thousand Nine Hundred Forty one only) comprising of 66,56,77,941 (Sixty Six Crores Fifty Six Lakhs Seventy Seven Thousand Nine Hundred Forty one ) equity shares of 1/- each (Rupees One Only).

ALTERATION OF CLAUSE V OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

During the year company has altered clause V of the Memorandum of Association as follows:

The Company has increased its Authorised Share Capital from 100,00,00,000/- (Rupees One Hundred Crores only) consisting of 100,00,00,000 (One Hundred Crores) Equity Shares of Re. 1/- (Rupee One) each to Rs. 350,00,00,000/- (Rupees Three Hundred and Fifty Crores only) divided into 350,00,00,000 (Three Hundred and Fifty Crores) Equity Shares of Re. 1/- (Rupee One only) each.

SUB-DIVISION OF SHARES

No sub-division of shares during the year.

KBC Global Limited is a public limited company and its equity shares are listed on the National Stock Exchange of India Limited and BSE Limited.

Bonus issue, rights issue, private placements etc.

During the financial year, the company has issued and allotted 950 Foreign Currency Convertible Bonds (FCCBs) of US$ 100,000 each to Global Focus Fund on private placement basis through International offering, listed on Afrinex exchange Mauritius for Business expansion by WOS based in UAE. Further in Month of February, 2023, the Company has converted 21 FCCBs in to equity shares and allotted 5,06,77,941 (Five Crores Six Lakhs Seventy Seven Thousand Nine Hundred Forty one) equity shares and pursuant to same paid up capital of the Company stands increase to 66,56,77,941/- (Rupees Sixty Six Crores Fifty Six Lakhs Seventy Seven Thousand Nine Hundred Forty one only) comprising of 66,56,77,941 (Sixty Six Crores Fifty Six Lakhs Seventy Seven Thousand Nine Hundred Forty one ) equity shares of 1/- each (Rupees One Only).

No bonus shares or Rights were issued during the year.

Equity shares with differential voting rights

The company has not issued equity shares with differential voting rights during the year.

Employees stock options

The company has not provided any stock option scheme to the employees.

Buy-back of securities

The company has not bought back any of its securities during the year.

Sweat equity shares

The company has not issued any sweat equity shares during the year.

BOARD DIRECTORS

Composition of the Board of Directors

The management of the Company is immensely benefitted from the guidance, support and mature advice from members of the Board of Directors who are also members of various committees. The Board consists of directors possessing diverse skill, rich experience to enhance quality of its performance. The Company has adopted a Policy on Board Diversity formulated by the Nomination and Remuneration Committee. The Companys Remuneration Policy has laid down a framework for remuneration of Directors (Executive and Non- Executive), Key Managerial Personnel and Senior Management Personnel. These Policies are available on the Companys website at www.kardaconstruction.com. The Company has formulated policy on Succession Planning for Directors and Key Managerial Personnel for continuity and smooth functioning of the Company.

Woman Director

In accordance with the provisions of second proviso to sub-section 1 of Section 149 of the Companies Act, 2013 read with rule 3 of the companies (Appointment and Qualification of Directors) rules, 2014, and Regulation 17 of (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) read with section 161(1) of the companies act the company has appointed Mrs. Ziral Pankajkumar Soni (DIN:09213763) as a Women Non-Executive Independent director on the board with effect from 25^th October, 2021.

Independent Directors

Following are the Non-Executive Independent directors for complying with the provisions of section 149 of the Companies Act, 2013 read with rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 appointed on board:

Mrs. Ziral Pankajkumar Soni (DIN:09213763)

Mr. Rahul Kishor Dayama (DIN: 07906447)

Mr. Sandeep Ravindra Shah (DIN: 06402659)

Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Companies Act, 2013 ("the Act"), the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. During the year the Company has passed the special resolution for re-appointment of Mr. Rahul Dayama and Mr. Sandeep Shah as the Independent Directors for their second term.

Meetings of the board

17 (Seventeen) Board Meetings were held during the Financial Year. The details of the Board and various Committee meetings are given in the Corporate Governance Report.

The intervening gap between the meetings was within the period prescribed under section 173 of the Companies Act, 2013, read with Companies (Meetings of Board and its Powers) Rules, 2014, relevant circulars, notifications, orders and amendments thereof.

Re-appointment of Directors Retiring by Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Manohar Karda, Whole-time Director (DIN: 01808564) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

The Board of Directors based on the recommendations of the Nomination and Remuneration Committee, have recommended the re-appointment of Mr. Manohar Karda, Whole-time Director (DIN: 01808564), Director retiring by rotation.

CHANGE IN DIRECTORS

There has been no change in Directors during the year.

Performance Evaluation

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 for the Financial Year 2022-23. The evaluation was conducted on the basis of a structured questionnaire which comprises performance criteria such as performance of duties and obligations, independence of judgement, level of engagement and participation, attendance of directors, their contribution in enhancing the Boards overall effectiveness, etc. The Board has expressed their satisfaction with the process. The observations made during the evaluation process were noted and based on the outcome of the evaluation and feedback of the Directors, the Board and the management agreed on various action points to be implemented in subsequent meetings.

The evaluation process endorsed cohesiveness amongst directors, smooth communication between the Board and the management and the openness of the management in sharing the information with the Board and placing various proposals for the Boards consideration and approval. The Independent Directors met on November 26,2022 without the presence of other directors or members of Management.

All the Independent Directors were present at the meeting. In the meeting, the independent directors reviewed performance of Non Independent Directors, the Board as a whole and Chairman. They assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

The Independent Directors expressed satisfaction over the performance and effectiveness of the Board, individual Non Independent Directors and the Chairman. The Independent Directors also expressed improvement in the flow of information between the company management and the Board. The Independent Directors played active role in the committee meetings including Audit Committee. The Board adopted the evaluation done by the Independent Directors as well.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the requirement of Section 134 of the Companies Act, 2013, the Board of Directors of the Company confirms:

i. In the preparation of the annual accounts for the financial year ended 31st March, 2023 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/loss of the Company for the year ended 31st March, 2023.

iii. That the Directors have taken sufficient and proper 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 material fraud and other irregularities.

iv. That the Directors have prepared the Annual Accounts on a going concern basis.

v. There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of the report.

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

vii. That 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.

viii. Based on the framework of internal financial controls and compliance systems established and maintained by 2013 the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2022-2023.

KEY MANAGERIAL PERSONNEL

There was no change (appointment/resignation) in the Key Managerial Personnel namely, Managing Director, Whole-time Director, the Chief Financial Officer and the Company Secretary of the Company during the financial year.

DISCLOSURES AS PER THE SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014

Conservation of Energy, Technical Absorption and Foreign Exchange Earnings and Outgo The information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is as follows:

a. The Company has no activity involving conservation of energy or technology absorption.

b. The Company does not have any Foreign Exchange Earnings.

c. The Company does not have any Foreign Exchange outgo.

AUDIT RELATED MATTERS

Audit Committee

The Audit Committee comprised of following directors:

Sr. No.	Name of Committee members	Category
1.	Mr. Rahul Kishor Dayma	Non- Executive, Independent Director, Chairperson
2.	Mr. Naresh Jagumal Karda	Executive Director, Member
3.	Mrs. Ziral Pankajkumar Soni	Non- Executive- Independent Director, Member

Statutory Auditors

At the Eleventh General Meeting held on 29^th September, 2018, the members appointed M/S Sharp Arth & Co, (Formerly known as M/S JPL & Associates) Chartered Accountants (Firm Registration No.132748W), as Statutory Auditors of the Company for a period of 5 years from the conclusion of the Eleventh Annual General Meeting until the conclusion of the Sixteenth Annual General Meeting.

The Board recommended the reappointment of M/S Sharp Arth & Co, (Formerly known as M/S JPL & Associates) Chartered Accountants (Firm Registration No.132748W), as Statutory Auditors of the Company for a period of 5 years with effect from the date of this AGM.

The Statutory Auditors expressed an unmodified opinion in the audit reports with respect to audited financial statements for the financial year ended March 31, 2023.

The auditor has not mentioned any disputes pending with revenue authorities in the audit report:

Reporting of Offences involving fraud

The Auditors have not reported any offences involving fraud committed against the company by the officers or employees of the company to the central Government or the board or any other authority, as provided in section 143 (12) of the Companies Act, 2013 read with corresponding rules, circulars, notifications, orders and amendments thereof.

Secretarial Audit

Secretarial Audit of the Company for the year ended March 31, 2023 was conducted by Mrs. Gajara Shah (Mem No. 37875, COP No 22522) of M/S G K Shah & Associates, Practicing Company Secretary.

The Secretarial Audit Report issued by Mrs. Gajara Shah (Mem No. 37875, COP No 22522) of M/S G K Shah & Associates, in accordance with the provisions of Section 204 of the Companies Act, 2013 is provided separately in the Annual Report in Annexure II. With reference to observation given in point no 1 and 6 of the secretarial audit report, the Board has informed that, due to non-avability of financials of wholly owned subsidiary the delay happened. With reference to point no 2, 3, 4, 7, 8, 10, 11 and 12, the Board has informed that, the Company will ensure that there are no such instance going forward. With reference to point no 5, the Management has informed that, the delay was due to technical error. With reference to point 14 to 16 the company has already made application compounding application with Reserve Bank of India.

Cost Audit

Based on the recommendations of the Audit Committee, the Board of Directors has appointed Mrs. Pradnya Chandodkar (Mem. No. 23164), as the Cost Auditors of the company for the financial year 2022-23 and 2023-24. In terms of Rule 14 of the Companies (Audit and auditors) Rules, 2014, the remuneration payable to the Cost Auditors is subject to ratification by the shareholders of the Company. The Notice convening the Annual General Meeting contains the proposal for ratification of the remuneration payable to the Cost Auditors.

Internal Audit and Internal Financial Controls

The in-house internal Audit team is responsible for assurance with regard to the effectiveness, accuracy and efficiency of the internal control systems and processes in the Company. The companys audit team is independent, designed to add value and empowered to improve the Companys processes. It helps the Company accomplish its objectives by bringing a systematic, disciplined approach for evaluating and improving the effectiveness of risk management, control and governance processes.

There are adequate internal financial controls in place with reference to the financial statements.

During the year under review, the Internal Audit Department and the Statutory Auditors tested these controls and no significant weakness was identified either in the design or operations of the controls. A report issued by the Statutory Auditors, M/S Sharp Arth & Co, on the Internal Financial Controls forms a part of the Annual Report.

Appointment of Secretarial Auditor

Based on the recommendations of the Audit Committee, the Board of Directors appointed Mr. Krushang Shah (Mem No. 42187, COP No 26085) of M/S Krushang Shah & Associates, Practicing Company Secretary as the Secretarial Auditor of the company for the financial year 2023-2024.

Extract of the Annual Return

Pursuant to the provisions of Section 92(3) of the Act, the annual return of the Company as on March 31, 2023 is available on the website of the Company under the investor tab on the Companys website:www.kardaconstruction.com.

POLICY MATTERS

Nomination and Remuneration Policy

The Nomination and Remuneration Committee of the Board of Directors is responsible for recommending the appointment of the Directors and senior management to the Board of Directors of the Company. The Company has in place a Nomination and Remuneration Policy containing the criteria for determining qualifications, positive attributes and independence of a Director and policy relating to the remuneration for the Directors, key managerial personnel and senior management personnel of the Company.

The Committee also postulates the methodology for effective evaluation of the performance of Individual Directors, committees of the Board and the Board as a whole which should be carried out by the Board and Committee and reviews its implementation and compliance. The Nomination and Remuneration Policy is available under the investor tab on the Companys website:www.kardaconstruction.com. The extract of policy is reproduced in Annexure III to this report.

Risk Management Framework

The Company has developed and implemented a risk management framework detailing the various internal and external risks faced by the Company and methods and procedures for identifying, monitoring and mitigating such risks.

The risk management function is supporting the internal control mechanisms of the Company and supplements internal and statutory audit functions.

Whistle Blower Policy/ Vigil Mechanism

The Companys Whistle Blower policy provides a mechanism under which an employee/director of the Company may report unethical behavior, suspected or actual fraud, violation of code of conduct and personnel policies of the Company.

The Companys Vigil Mechanism and Whistle Blower Policy entitle its Directors and employees to also report the instances of leak or suspected leak of Unpublished Price Sensitive Information.

The Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behavior. The Whistle Blower Policy/Vigil Mechanism is available under the investor tab on the Companys website: www.kardaconstruction.com.

Corporate Social Responsibility Policy

The Company believes that its achievements do not refer only to its growth but are also spread to society. Accordingly, company intends to offer quality education in India. Education and Skilling are the Top Most Priority of the Company.

The Corporate Social Responsibility Policy, as formulated by the Corporate Social Responsibility Committee and approved by the Board of Directors is available under investor tab on the Companys website:www.kardaconstruction.com.

In terms of Section 134 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the annual report on the Corporate Social Responsibility activities of the Company is given in Annexure IV to this report.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS

During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has adopted a policy for the prevention and redressal of sexual harassment at the workplace. Pursuant to the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place an Internal Complaints Committee for prevention and redressal of complaints of sexual harassment of women at the workplace. No complaints were received by the Company during the year under review.

CORPORATE GOVERNANCE

In accordance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance forms part of this report.

A certificate from Mr. Krushang Shah, Practicing Company Secretary affirming compliance with the various conditions of Corporate Governance in terms of the Listing Regulations is given in Annexure V to this report.

CODE OF CONDUCT

The Company has laid down a code of conduct for the Directors as well as for all senior management of the Company. As prescribed under Regulation 17 of the Listing Regulations, a declaration signed by the Chairman and Managing Director affirming compliance with the code of conduct by the Directors and senior management personnel of the Company for financial year 2022-23 forms part of the Corporate Governance Report.

DISCLOSURE ON CONFIRMATION WITH SECRETARIAL STANDARDS

The Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India have been complied with pursuant to the Companies Act, 2013 and the rules made thereunder.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirements of the Listing Regulations, the analysis by Management and discussion is presented in a separate section of the Annual Report titled as ‘Management Discussion and Analysis Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 appear in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

During the year, the Company did not enter into any contract / arrangement / transaction with a related party which can be considered as material in terms of the policy on related party transactions laid down by the Board of Directors. Related party transactions, if any, pursuant to the Listing Regulations were approved by the Audit Committee from time to time prior to entering into the transactions. The related party transactions undertaken during financial year 2022-23 are detailed in the Notes to Accounts of the Financial Statements.

Further, during the year under review, there were no material contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013. Therefore, there is no requirement to report any transaction in Form AOC- 2 in terms of Section 134 of the Companies Act, 2013 and the rules made thereunder.

Remuneration Details of Directors, Key Managerial Personnel and Employees Details of the remuneration of Directors, key managerial personnel and the statement of employees in receipt of remuneration exceeding the limits prescribed under Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure VI to this report.

ADDITIONAL INFORMATION TO SHAREHOLDERS

All important and pertinent investor information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Companys website (www.kardaconstruction.com) on a regular basis.

REVISION OF FINANCIAL STATEMENT OR BOARDS REPORT

The company has not revised its financial statements or boards report in last three financial years, with reference to section 131 of the Companies Act,2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Company has made following allotments from closure of financial year to till date:

Date of allotment	No of shares allotted	No of allottees	Details of allotment
May 30,2023	7,13,95,112	24	Allotment of Equity shares allotted at 2.66/- each with face value of 1/- and premium of 1.66/- per share on preferential basis
June 7,2023	3,65,40,000	1	Allotment of Equity shares was made against the conversion of 15 FCCBs
June 20,2023	30153142		Allotment of Equity shares allotted at 3.50/- each with face value of 1/- and premium of 2.50/- per share on preferential basis
June 21,2023	36167647	1	Allotment of Equity shares was made against the conversion of 15 FCCBs

Except above, there have been no material changes affecting the financial position of the company taken place between the end of the financial year of the company to which financial statements relate and the date of the report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters under the Companies Act, 2013 and SEBI Regulations either on account of absence of any transaction or inapplicability of provisions:

Disclosure pursuant to Section 43(1) read with Rule 4(4) of Companies (Share Capital and Debentures) rules,2014 regarding issue of equity shares with differential rights.

Details of any scheme providing money for the purchase of shares of the Company by Employees for the benefit of Employees.

Receipt of any commission from the Company or remuneration from any of its subsidiaries by the Managing Director or the Wholetime Director of the Company as per section 197(14) of the Companies Act, 2013. Revision in the financial statements (apart from regrouping adjustments) or directors report in any of the three preceding financials years.

Regulation 32 (4) of SEBI LODR Regulations regarding explanation for the variation in utilisation of money raised by public issue. Issue of shares (including sweat equity shares) to employees of the company under any scheme.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

There was no instance of onetime settlement with any Bank or Financial Institution.

FOR AND ON BEHALF OF THE BOARD OF KBC GLOBAL LIMITED (Formerly Known as KARDA CONSTRUCTIONS LIMITED)

NARESH KARDA	MANOHAR KARDA
MANAGING	WHOLE TIME
DIRECTOR	DIRECTOR
(DIN: 01741279)	(DIN: 01808564)
(Authorised to sign and serve vide Board Resolution dated 07.09.2023)
Date: 07.09.2023
Place: Nashik.