KCD Industries India Ltd Directors Report

Dear shareholders,

Your directors are pleased to present 40^th (Fortieth) Report of the company to their shareholders together with Audited Financial Results and Annexures thereon:

1. Financial Performance:

The financial performance of the company can be evaluated on the basis of data provided in the following table. For further details, members are requested to refer financial statements forming part of this annual Report.

(Amt. in Lakhs)

Particulars	Standalone
	As on 31/03/2025	As on 31/03/2024
Total Income	360.86	2164.446
Earnings before Taxes & Depreciation	29.07	352.069
(-) Depreciation	1.85	-
Profit before Tax & Exceptional Item	30.92	352.069
(-) Exceptional Item	-	-
Profit Before Tax	30.92	352.069
(-) Provision for Tax (current, deferred & Income Tax)	9.79	96.473
Profit After Tax	21.13	255.596
EPS	0.08	2.556

2. Operational Highlights:

During the year under review, gross annual revenue stands at Rs. 356.74 lakhs as compared to Rs. 2,164.45 lakhs for previous year. Profit before tax stands at Rs. 30.92 lakhs as compared to profit of Rs. 352.07 lakhs in previous year. Profit after tax stands at Rs. 21.13 lakhs as compared to profit of Rs. 255.60 lakhs in previous year.

Website www.kcdindustries.com is the website of the Company. All the requisite details, policy are placed on the website of the Company.

3. The state of affairs of the Company:

The Company is operating in construction field. There is no change in nature of business or affairs of the Company.

4. Transfer to Reserves:

During the Financial Year 2024-25, the Company has not made any amount transferred to the General Reserves.

5. Dividend:

To meet the requirement of funds for standard functioning of the organization, your directors do not recommend any dividend for the year.

6. Share Capital: Right Issue:

A) Authorized Capital:

The authorized equity share capital of the Company as at 31^st March, 2025 was INR 12,00,00,000 divided into12,00,00,000 Equity Shares of Rs. 01/- each.

B) Issued, Subscribed and Paid-up Capital:

During the Financial Year 2024-25, the paid-up Share Capital of the Company is Rs. 2,52,88554/- (Rupees Two Crore Fifty Two Lac Eighty Eight Thousand Five Hundred and Fifty Four Only) of Rs. 01/- (Rupees One Each) each.

With reference to various communication related to Rights Issue of 2,71,42,857 partly paid-up equity shares and subsequent conversion of 1,52,88,554 partly paid-up shares into fully paid- up on receipt of valid applications of first and final call and reminders thereon, The Board of Directors of the Company in their meeting held today i.e. Thursday, 09th January 2025, approved the forfeiture of 1,18,54,303 Partly paid up Equity Shares having face value of Rs. 01/- each, on which first and final call money is not paid, including the amount already paid thereon.

A separate Notice of Forfeiture of shares will be sent to all the concerned shareholders whose shares are forfeited due to non-payment of call money amount within a reasonable time and will be separately informed to the Exchange after completion of dispatch.

The company will submit application for forfeiture of shares on listing portal of BSE with all the necessary enclosures within due course of time.

This disclosure is being made in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

C) During the Financial Year 2024-25 Company has not issued equity shares with differential rights/ Bonus Shares/ Buy Back of Securities/ Issue of Sweat Equity Shares / Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

D) Issue of employee stock options The Company has not issued any shares as employee stock options scheme during the year under consideration.

DEMATERIALISATION OF EQUITY SHARES:

All the Equity shares of the Company are in dematerialized form with either of the depositories viz NSDL and CDSL. The ISIN No. allotted to the Company is INE0TBQ01014.

7. STANDLONE FINANCIAL STATEMENT:

The audited financial statements of the Company are drawn up on standalone basis, for the financial year ended March 31, 2025, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under Section 133 of the Act, read with relevant Rules and other accounting principles. The Company is not required to prepare the Consolidated Financial Statement.

The Company vide execution of an agreement dated 31.03.2025 made a disinvestment in KCD Carmatrix Private Limited pursuant to transfer of all its holding to Mr. Rajiv Darji in a transaction held at an arms length basis. Pursuant to the said transfer, the company (KCD Carmatrix Private Limited) ceased to be the subsidiary of the KCD Industries India Limited w.e.f

31.03.2025. Thus, the company does not have any subsidiary as on and after 31.03.2025.

Thus, the company is not requird to prepare the Consolidated Financial Statement as on

31.03.2025.

8. Deposits:

During the period under review, no deposits were accepted by the Company.

9. Directors and Key Managerial Personnels:

Details of Directors and Key Managerial Personnel during the financial year ended on 31st March 2025 and as on date of this report are as follows:

Sr. No.	Name of the Directors	DIN	Designation	Date of Appointment
1	Ritakshi Khandelwal	10928702	Non-Executive	01/02/2025
2	Rajiv Chandulal Darji	02088219	Managing Director	07/09/2021
43	Swati Gupta	10829754	Independent Director	08/11/2024
4	Manish Kumar Jain	00606079	Independent Director	05/09/2024
5	Sagar Shetty	09213119	Non- Executive Director	07/09/2021
6	Priyanka Dangayach	CIFPD6608E	Company Secretary	22/05/2024
7	Rajiv Darji	ACHPD1077F	Chief Financial Officer	07/09/2021

*During the year under review and during the stub period, there has been the following changes in the Composition of the board of directors of the Company.

• Resignations and Appointments in May 2024

Ms. Shefali Singhal resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f 17.05.2024. Thereafter, Ms. Priyanka Dangayach was appointed as the Company Secretary & Compliance Officer of the Company w.e.f 22.05.2024.

• Resignations and Appointments in September 2024:

Mr. Pratik Mukesh Popat and Ms. Minal Darshan Panchal, both Independent Directors, resigned from their positions with effect from 05th September 2024. Subsequently, Ms. Hetal Bhanushali and Mr. Manish Jain were appointed as Independent Directors with effect from the same date.

• Resignation in October 2024:

Mr. Arun Kuttan, Non-Executive, Non-Independent Director, resigned from the Board with effect from 16th October 2024.

• Changes in November 2024:

Ms. Hetal Bhanushali resigned as Independent Director with effect from 08th November 2024. On the same date, Ms. Swati Gupta was appointed as an Independent Director.

• Appointments and Resignations in 2025:

Ms. Ritakshi Khandelwal was appointed as a Non-Executive Non-Independent Director with effect from 01st February 2025 and resigned from the same position with effect from 16th August 2025.

Mr. Akash Tarunkumar Shah was appointed as an Executive Director with effect from 06th May 2025, and resigned on 16th August 2025.

Mr. Sahil Tarunkumar Shah was appointed as a Non-Executive Director on 06th May 2025, and also resigned with effect from 16th August 2025.

Mr. Manish Jain and Ms. Swati Gupta resigned from their roles as Independent Directors with effect from 16th August 2025.

• Appointments on 16th August 2025 (Subject to Shareholder Approval):

Mr. HariOm Patidar, Ms. Devyani Chhajed, and Ms. Ritu Tiwari were appointed as NonExecutive Independent Directors of the Company with effect from 16th August 2025, subject to the approval of members at the ensuing Annual General Meeting scheduled to be held on 30th September 2025.

• Proposed Appointment:

It is also proposed to appoint Mr. Chirag Shah as the Executive Director of the Company, subject to shareholders approval at the forthcoming Annual General Meeting on 30th September 2025.

All the Independent Directors of your Company have submitted their declaration confirming that they meet the criteria of ‘Independence as prescribed under the Act and the Listing Regulations and are not disqualified from continuing as Independent Directors. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they have highest standards of integrity. The Independent Directors of the Company have confirmed compliance with the relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The Nomination and Remuneration Committee has adopted principles for identification of Key Managerial Personnel, Senior Management including the executive directors. The policy of the Company on appointment and remuneration includes criteria for determining qualifications, positive attributes and independence of a director. The same is also available on the website of the Company at https://www.kcdindustries.com.

10. Registered Office Of The Company:

During the year under review, the company has shifted its registered office of the company from 1101/1102 11^th Floor, Techno IT Park, Link Road, Borivali, (West), Maharashtra, Mumbai, - 400092, India to Unit No 101, 1st Floor, Kcd Jogesh Eva, Road No.1, Jogeshwari East, Jogeshwari East, Mumbai, Jogeshwari East, Maharashtra, India, 400060 within the city which was approved in its Board Meeting held on 24^th July, 2024.

The Registered office of the company is Unit No 101, 1st Floor, KCD Jogesh Eva, Road No.1, Jogeshwari East, Jogeshwari East, Mumbai, Jogeshwari East, Maharashtra, India, 400060.

11. Managerial Remuneration Policy:

The Board of Directors of the Company had framed Managerial Remuneration Policy which includes the criteria for determining qualifications, positive attributes, independence of directors and other matters as specified under Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.

12. Directors Responsibility Statement:

In terms of Section 134(3)(c) of the Companies Act, 2013, your Directors would like to make the following statements to the Members, to the best of their knowledge and belief and according to the information and representations obtained by the management:

• That in the preparation of the annual financial statements for the year ended 31^st March 2025, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

• 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 and loss of the Company for that period;

• That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• That the Directors have prepared the annual accounts on a going concern basis;

• That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

13. Board and Committees:

During the Financial Year 2024-25, the Board met 17 (Seventeen) times, i.e. on 13th April, 2024, 14th May, 2024, 27th May, 2024, 22nd May, 2024, 30th May, 2024, 24th July, 2024, 12th August, 2024, 05th September, 2024, 16th October, 2024, 08th November, 2024, 21st November, 2024, 09th January, 2025, 14th January, 2025, 01st February, 2025, 14th February, 2025, 25th March, 2025 and 31st March, 2025.

Details of Board and Committees formed thereof, their compositions, meetings and attendance are mentioned in the Corporate Governance Report forming part of this Annual Report.

14. Extract of Annual Return:

Extract of Annual Return in Form MGT 9 is enclosed herewith as “Annexure - 1”.

15. Particulars of employees:

During the period under review, no employee was paid remuneration in excess of the limit specified under Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014. Disclosure pursuant to Section 197(12) of the Companies Act, 2013 is enclosed herewith as “Annexure - 2” and forms part of this Report.

16. Declaration By Independent Director:

In terms of the provisions of section 149 of the Act and the Listing Regulations, 2015, the independent directors on the Board of your Company as on the date of this report are Ms. Swati Gupta and Mr. Manish Kumar Jain.

The Company has received declaration pursuant to section 149(7) of the Act and regulation 25 of the Listing Regulations, 2015 from all the independent directors stating that they meet the criteria of independence as provided in section 149(6) of the Act read with regulations 16 and 25 of the Listing Regulations, 2015.

The independent directors have also confirmed compliance with the provisions of section 150 of the Act read with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, relating to inclusion of their name in the independent directors databank of the Indian Institute of Corporate Affairs.

The Board of Directors of your Company have taken on record the said declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same in terms of regulation 25 of the Listing Regulations, 2015. In the opinion of the Board, the independent directors fulfil the conditions specified in the Act as well as the

Rules made thereunder read with the Listing Regulations, 2015 and have complied with the code for independent directors prescribed in Schedule IV to the Act.

17. Meeting Of Independent Director:

A separate meeting of Independent Directors of the Company was held on 14^th February, 2025. At the meeting, the Independent Director of the company reviewed the performance of the Non-Independent Directors and the Board as a whole; reviewed the performance of the Chairman of the Company, taking into account the views of the Executive and Non-executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed their satisfaction with the overall performance of the Directors and the Board as a whole.

18. Auditors and their Reports:

STATUTORY AUDITOR:

Pursuant to provisions of Section 139 of the Companies Act 2013 and rules framed there under, The Company at its 39th Annual General Meeting held on 30th September, 2024 had appointed M/s. J. Singh & Associates, Chartered Accountants (FRN: 110266W), as Statutory Auditors of the Company for the period of 04(Four) years to carry on the Statutory Audit commencing from FY 2024-25 till the conclusion of the AGM of the Company to be held in the year 2028.

AUDITORS REPORT:

During the year under review, no frauds have been occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time). The Auditors Report for the Financial Year ended 31st March, 2025 on the financial statements of the Company is a part of this Annual Report. Except for one emphasis matter*, The Statutory Auditors Report, being devoid of any reservation(s), qualification(s), or adverse remark(s), does not call for any further information(s), explanation(s), or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.

*Emphasis of Matter by auditor in the audit report: Without qualifying our Opinion, we draw attention that the Company has not made provision for gratuity of employees for the year ended as on 31^st March, 2025 hence it has not complied with provision of Accounting Standard- 15 “Employees Benefit” issued by ICAI

The management of the company has provided its comment on the qualification received on the Emphasis Matter which read as below:

The Board of Directors has taken note of the Auditors observation regarding non-provision of gratuity liability as per Accounting Standard-15 “Employee Benefits.” The Company has a very limited number of employees and the liability towards gratuity is not expected to be material. However, the Board assures that necessary steps shall be taken to review and create appropriate provision for gratuity in the coming financial year to ensure full compliance with applicable accounting standards.

SECRETARIAL AUDITORS REPORT:

M/s. Ajay Yadav & Associates., Practicing Company Secretaries (PRN: 6776/2025) was appointed by Board on 25^th July, 2025 to conduct Secretarial Audit of the company for the FY 2024-25. The secretarial compliance Report is annexed herewith as “Annexure - 3”. The Secretarial Audit Report is enclosed as “Annexure - 4” are forms integral parts of the Directors Report.

Remark in the SAR by :

1. The financial results for the quarter ended 30th September 2024 is not filed within the stipulated period as required under Reg 30 & 33 of SEBI(LODR) for which BSE has levied a fine of Rs. 1,30,000 + 18% GST. The Company has paid the fine and made the default good.

2. The audited financial results for the quarter and year ended 31st March, 2024 is not filed within the stipulated period as required under Reg 30 & 33 of SEBI(LODR) for which BSE has levied a fine of Rs. 30,000 + 18% GST. The Company has not paid the fine but has made the default good.

3. There was delay 8 days in submission of disclosure of related party transactions for the half year ended 30th September 2024 as required under Regulation 23(9) of SEBI (LODR) Regulations, 2015 for which BSE has levied a fine of Rs. 40,000 + 18% GST. The Company has paid the fine and made the default good.

The management of the company has provided its comment on the qualification received on the Emphasis Matter which read as below:

The Board of Directors has taken note of the Auditors observations regarding delays in filing of certain financial results and related party transaction disclosures with the Stock Exchange. The delays were inadvertent and occurred due to administrative and procedural reasons beyond the control of the Company. The Company has since made good the defaults, duly accepted the liability, and paid the prescribed fines/penalties (except one fine which is under review). The Board notes that sufficient penalty has already been levied and paid for the delays. Further, the Board assures that necessary steps and internal control measures are being strengthened to ensure timely compliances in future and to avoid recurrence of such instances.

INTERNAL AUDIT REPORT:

For FY 2024-25, the Board of Directors had appointed M/s. Shashi Ranjan & Associates, Cost Accountants (FRN: 101139) as Internal Auditors of the Company. The Internal Auditors have been periodically reporting to the Audit Committee with regards to their audit process and key audit findings during the year.

There are no qualifications, reservation or adverse remarks given by Internal Auditors of the Company for the period.

COST AUDITOR:

The provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

19. Companys Policy On Directors Appointment and Remuneration Including Criteria For Determining Qualifications, Positive Attributes, Independence of a Director and other matters provided under sub-Section (3) of section 178;

In compliance with the requirements of Section 178 of the Act, SEBI Listing Regulations, 2015 and any other re-enactment(s) for the time being in force, the Company has laid down a Nomination and Remuneration Policy which has been uploaded on the Companys website.

Nomination and Remuneration Policy is available at the website of the Company https://www. kcdindustries.com. The Board has adopted Nomination and Remuneration policy for selection and appointment of Directors and Key Managerial Personnel and to decide their remuneration. The Nomination and Remuneration policy of the company acts as a guideline for determining, inter alia, qualifications, positive attributes and independence of a director, matters relating to the remuneration, appointment, removal and evaluation of the performance of the Directors and Key Managerial Personnel.

The salient features of the NRC Policy are as under:

1) Setting out the objectives of the Policy

2) Definitions for the purposes of the Policy

3) Policy for appointment and removal of Director, KMP and Senior Management

4) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other employees

5) Remuneration to Non-Executive / Independent Director.

20. INDUSTRIAL RELATIONS:

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

21. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS :

The Company has formulated a Program for Familiarization of Independent Directors with regard to their roles, rights, responsibilities, nature of the industry in which the Company operates, the business model of the Company etc. The details of the Familiarization Programmes conducted by the Company during the last financial year are available on the website of the Company at https://www.kcdindustries.com.

During the year under review, there was no change in the nature of business of the company and its business vertical/ structure/operational strategy, etc., which would have necessitated fresh Familiarization Programme for Independent Directors.

22. Secretarial Standards:

The Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1), Revised Secretarial Standard on General Meetings (SS-2) and other voluntarily adopted Secretarial Standards such as Secretarial Standard on Report of the Board of Directors (SS-4) etc issued by Institute of Company Secretaries of India.

23. Details of Subsidiary/ Joint Venture and Associate Companies:

During the period under review, the Company vide execution of an agreement dated 31.03.202 5 made a disinvestment in KCD Carmatrix Private Limited pursuant to transfer of all its holding to Mr. Rajiv Darji in a transaction held at an arms length basis. Pursuant to the said transfer, the company (KCD Carmatrix Private Limited) ceased to be the subsidiary of the KCD Industries India Limited w.e.f 31.03.2025. Thus, the company does not have any subsidiary as on and after 31.03.2025.

24. Contract and Arrangements with Related Parties:

All contracts/arrangements/transactions entered by the Company with related parties for the year under review were on arms length basis and in the ordinary course of business. Particulars of contracts or arrangements with related parties in prescribed Form AOC - 2 is annexed herewith at “Annexure - 5”.

25. Particulars of Loans, guarantees or investments under Section 186:

Details of loans, guarantees or investments made under Section 186 of the Companies Act, 2013 are given in the note to the financial statements.

26. Material changes and comments, if any, affecting the financial position of the Company:

Other than as stated elsewhere in this report, there are no material changes and commitments affecting the Financial Position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the Report.

27. Details of significant and material orders passed by the regulators or courts or tribunals:

During the period under review, no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and companys operation in future.

28. Disclosures with respect to demat suspense account/unclaimed suspense account:

Details required for demat suspense account/unclaimed suspense accounts is provided in Corporate Governance Report forming part of this Annual Report.

29. Management Discussion and Analysis Report:

Management Discussion and Analysis Report is enclosed as “Annexure - 6” and forms an integral part of this Annual Report.

30. Corporate Governance Report:

Report on Corporate Governance and Certificate of Practicing Company Secretary regarding compliance of the Conditions of Corporate Governance as stipulated in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 of the SEBI Listing Regulations with the Stock Exchanges, are enclosed as a separate section and forms part of this report as “Annexure - 7”.

31. Details of conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo:

• Conservation of energy is an ongoing process in the Companys activities. Core activities of the Company are not energy intensive activity; therefore, no information need to be furnished regarding conservation of energy.

• The Company had not undertaken any research and development activity for any manufacturing activity nor was any specific technology obtained from any external sources, which needs to be absorbed or adapted.

• During the period under review, the Company has not made any expenditure nor made any earnings in foreign currency.

32. OTHER DISCLOSURES:

INTERNAL CONTROL SYSTEM AND ADEQUACY:-

The Companys internal control system is commensurate with the activities and functions carried out by the Company.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Directors had laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has adopted a Risk Management Policy which aims at enhancing shareholders value and providing an optimum risk-reward tradeoff. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

VIGIL MECHANISM -

The Company has formulated Vigil Mechanism/ Whistle Blower Policy pursuant to section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for director and employees to report genuine concerns.

No person has been denied direct access to the Chairman of the Audit Committee. The policy is available on the website of the Company www.kcdindustries.com.

PREVENTION OF SEXUAL HARASSMENT -

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘PoSH Act) and Rules framed thereunder. All employees (including trainees, apprentices and probationers) of the Company at all its locations are covered in this policy.

Internal Complaints Committee (‘ICC) is in place to redress complaints of sexual harassment and the Company has complied with the provisions relating to the constitution of ICC under the PoSH Act.

During the financial year under review, no complaints were filed pertaining to sexual harassment of woman employee in terms of the POSH Act, the following is the summary of the complaints received and disposed - off during the financial year 2024-25:

No. of complaints received: NIL

No. of complaints disposed of: Not Applicable

No. of complaints pending: Nil

Your Company holds a strong commitment to provide a safe, secure and productive work environment to all its employees. The Company strives to ensure that every employee is informed and compliant with all statutory policies and practices. PoSH awareness and sensitization are an integral part of this process.

DISCLOSURE REGARDING COMPLIANCES W.R.T MATERNITY BENEFIT ACT, 1961-

The Company hereby states that it was Compliant with Maternity Benefits Act, 1961 during the Financial Year 2024-25.

REPORTING OF FRAUD -

No cases of fraud have been found as per the Auditors Report during the year under review.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL CONTROL SYSTEM -

The Company has an adequate Internal Control System commensurate with the size of the Company and the nature of its business. The Internal Control System of the Company is monitored and evaluated by Internal Auditor and his Audit Reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are placed before the Board.

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS -

Pursuant to the provisions of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board follows the process of annual performance evaluation of the Board and Committees on timely basis.

33. NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR, FORCED LABOUR, INVOLUNTARY LABOUR

No cases of child labour, forced labour, involuntary labour and discriminatory employment were reported in the last financial year

34. Details Of Difference Between Amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the banks or financial institution

Your company has not made any one time settlement with any of its lenders.

35. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

36. Acknowledgement and appreciation:

The Board of Directors conveys grateful appreciation for co-operation received by the Company from valued shareholders, customers, suppliers, service providers, bankers, financial institutions and government authorities.

The Board also place on record their appreciation to the contribution made by the employees at all levels.

By order of the Board of Director of
KCD Industries India Limited
Sd/-	Sd/-
Chirag Shah	Rajiv Darji
Chairman	Managing Director &
DIN:07735458	CFO
	DIN: 02088219