Kewal Kiran Clothing Ltd Directors Report

To The Members,

Your Board of Directors are pleased to present the 33rd Annual Report together with the Audited Accounts of the Company for the year ended March 31, 2024.

FINANCIAL SUMMARY & HIGHLIGHTS (STANDALONE)

( In lakhs)

Sr. No. Particulars	Year Ended March 31, 2024	Year Ended March 31, 2023
1 Net Sales/Income from operations	86,049.86	77,945.34
2 Other Income	3,697.00	2,024.56
3 Total Expenditure	69,778.90	64,262.49
4 Gross profit (Before deducting any of the following)	21,414.89	17,218.98
a. Finance charges	435.94	638.53
b. Depreciation/Amortization	1,010.99	873.04
c. Tax provision	4,515.72	3,779.31
5 Net profit for the Period	15,452.24	11,928.10
6 Other Comprehensive Income	(69.40)	(75.61)
7 Total of Comprehensive Income (net of tax)	15,382.84	11,852.49
8 Profit b/f from previous years	35,539.54	28,784.51
9 Appropriation of profit	2,465.01	4,930.02
i) Dividend on equity shares	2,465.01	4,930.02
ii) Transfer to Business Progressive fund	-	-
10 Dividend (in ) per ordinary share (Post Bonus Issue)	2	5
11 Paid up Equity capital	6,162.52	6,162.52
12 Reserves except revaluation reserve	15,872.38	12,872.38

OVERALL PERFORMANCE AND STATE OF COMPANY AFFAIRS

Financial Year 2024 was marked by resilient financial performance and strategic initiatives that have reinforced the strong position of the Company in the branded apparel & lifestyle segment. The Company demonstrated positive sales growth despite muted consumer demand and tough market conditions. The Company achieved operating revenues of 86,049.86 lakhs in FY 2024 as against 77,945.34 lakhs in FY 2023, registering an impressive growth of 10.40% y-o-y backed by an impressive margin profile with EBITDA of 17,717.89 lakhs in FY 2024 as compared to 15,194.41 lakhs in FY 2023. EBITDA margin stood at 20.59% in FY 2024 as compared to 19.49% in FY 2023, an improvement of nearly 110 bps. The profit after tax crossed the 150 crore mark and increased to a high of 15,452.24 lakhs in FY2024 as against 11,928.10 lakhs in FY2023, a robust increase of 29.54% on the back of an impressive all-round performance. Net Profit Margin rose to an impressive 17.22% in FY2024 as compared to 14.92% in FY2023.

OVERVIEW OF INDUSTRY AND IMPORTANT CHANGES IN THE INDUSTRY

India is among the top garment-manufacturing countries in the world. Indian textiles and apparel products have a history of fine craftsmanship across the entire value chain yarn, and fabric to apparel with high global appeal. Indian apparel has found success across fashion centres around the world. Indias textile and apparel industry is one of the biggest contributors to the economy with a 2.3% contribution to the gross domestic product (GDP) and is also the second largest employer after agriculture, providing direct employment to 45 million people and 100 million people in the allied sector.

Source: https://www.ibef.org/exports/apparel-industry-india Indias apparel market is anticipated to generate $106 billion in revenue by 2024 and is expected to grow at a CAGR of 3.8% from 2024 to 2028. Amid a year of sluggish consumption, fast fashion stood out as a remarkable exception, becoming one of the few thriving sectors in Indias retail landscape. While the overall fashion industry in India experienced a modest year-on-year growth of approximately 6% in FY 2024, fast fashion surged ahead with an impressive growth rate of 30-40%. Further, a notable trend in the market is the increasing demand for sustainable and ethically produced clothing, driven by a growing consumer awareness and a shift towards more conscious purchasing decisions.

The future of the Indian textile and apparel industry looks promising, buoyed by strong domestic consumption boosted by favourable demographics, rising disposable incomes and low penetration of organized retail, higher brand consciousness, increasing digitization, greater purchasing power and increasing urbanization. Continued government support, will just aid the growth potential for the players. The 10,683 crore (US$ 1.44 billion) PLI scheme is expected to be a major boost for the manufacturers. The scheme proposes to incentivise MMF (man-made fibre) apparel, MMF fabrics and 10 segments of technical textiles products. The Textile Ministry of India earmarked 690 crore (US$ 106.58 million) for setting up 21 readymade garment manufacturing units in seven states for development and modernisation of the Indian textile sector.

EXTERNAL ENVIRONMENT AND ECONOMIC OUTLOOK

Despite a challenging global landscape, the Indian economy grew by 8.2% in FY 2024, making it the fastest-growing major economy in the world. Various high-frequency indicators highlight the robustness of the domestic economy. As of March 31, 2024, Goods and Services Tax (GST) collections reached 1.8 lakh crore, marking an impressive year-over-year growth of 11.5%. The Purchasing Managers Index (PMI) for manufacturing surged to a 16-year high, while the Unified Payments Interface (UPI), Indias primary digital payments system, recorded its highest transaction volume since its launch in 2016.

With rural demand gaining momentum, consumption is anticipated to be a key driver of economic growth from 2024 to 2025. Urban consumption indicators also show robust performance. The government has launched several key initiatives to boost the economy and promote self-reliance. Stimulus packages aim to support sectors facing economic challenges, while the Aatmanirbhar Bharat campaign focuses on enhancing domestic manufacturing growth. Efforts to attract foreign investment include permitting 100% Foreign Direct Investment (FDI) in single-brand retail through the automatic route, aiming to streamline business processes and strengthen the Make in India initiative.

Source: RBI Bulletin

The Reserve Bank has upheld its GDP growth forecast at 7.2% for the fiscal year 2024-25. Looking ahead, India is on track to become the worlds third-largest economy by 2030, surpassing Germany and Japan. The future growth drivers include robust domestic consumption, strong structural demand, and improved health in both the corporate and banking sectors. The nations recovery is fuelled by factors such as increased domestic consumption, a shift towards renewable energy, better trade policies, significant infrastructure investments, and ongoing digitalization. With the implementation of comprehensive strategic reforms, India is well-positioned for sustained economic advancement.

Source: Economic Times

TRANSFER TO RESERVES

During the year under review no amount has been transferred to reserve.

SHARE CAPITAL

There is no change in share capital during the financial year 2023-24.

DIVIDEND

Your Board of Directors had in their meeting held on January 20, 2024 declared an interim dividend of 2/- (20%) per equity share absorbing a sum of 1,232.50 lakhs. The record date for the purpose of payment of interim dividend was February 2, 2024 and the said interim dividend was paid in February 2024. Your Board has decided not to recommend final dividend for the financial year ended March 31, 2024.

The total dividend for the year ended March 31, 2024 stood at 2/- per share (on a equity share capital of 6,16,25,185 shares of 10/- each) as compared to 5/- per share (on a equity share capital of 6,16,25,185 shares of 10/- each) in the previous year ended March 31, 2023.

DIVIDEND DISTRIBUTION POLICY

Your Company has formulated Dividend Distribution policy in terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Annual dividend generally consists of a few interim dividend and a final dividend at the year end. The Board of Directors seeks to balance member needs of returns and Companys requirement of long term growth. After meeting internal cash balance towards any strategic investments, the Company will endeavour to return the rest of the free cash generated to shareholders through regular dividend. The said policy as approved by your Board of Directors has been uploaded on the website of the Company. The dividend distribution policy is available on https://www.kewalkiran.com/ investors.php#Policies

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF YOUR COMPANY

The Company has entered into Shareholders Agreement (SHA) and Share Subscription and Purchase Agreement (SSPA) for acquisition of 50% stake in Kraus Casuals Private Limited for 166.51 crores including primary infusion and secondary purchase. The acquisition will be synergetic and help Company to further deepen its offerings in Womens Denim and casual wear category thereby making the Company a complete family apparel Brand House. The acquisition is likely to have an overall positive impact on revenue and profitability.

DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

White Knitwears Private Limited is a joint venture of your Company, Kewal Kiran Design Studio Limited (formerly known as K-Lounge Lifestyle Limited) and Kewal Kiran Lifestyle Limited are the wholly owned subsidiaries of your Company (Kewal Kiran Lifestyle Limited was incorporated on March 11, 2024).

FINANCIAL STATEMENTS

Your Company has prepared the Consolidated Financial Statement in accordance with the applicable Accounting Standards. The audited consolidated financial statements together with the Auditors Report form part of the Annual Report.

White Knitwears Private Limited and Kewal Kiran Design Studio Limited (formerly known as K-Lounge Lifestyle Limited) are yet to commence their respective businesses. M/s. Kewal Kiran Lifestyle Limited being incorporated on March 11, 2024, the first financial statements of the subsidiary Company is drawn from the period begining March 11, 2024 upto March 31, 2025. The subsidiary is yet to commence its business.

Pursuant to Section 129(3) of the Companies Act, 2013 a statement containing the salient features of the financial statements of the Joint Venture and the subsidiary is attached to the Financial Statements in Form AOC-1.

The Financial Statements of your Company, Consolidated Financial Statements along with relevant documents and separate audited accounts in respect of joint venture and the subsidiary, are available on the website of your Company www. kewalkiran.com

CASH FLOW STATEMENT

In conformity with the provisions of Regulation 34(2)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Standalone and Consolidated Cash Flow Statements for the year ended March 31, 2024 forms a part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In conformity with the provisions of Regulation 34 (2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report forms a part of this annual report.

CREDIT RATING

CRISIL, Indias leading ratings, research, risk and policy advisory Company has assigned ‘AA- / Stable for the banking facilities of the Company. This will further ensure superior credit terms from the financial market and banks.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Unclaimed Dividend

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, if the dividend transferred to the Unpaid Dividend Account of the Company remains unpaid or unclaimed for a period of seven years from the date of such transfer then such unclaimed or unpaid dividend shall be transferred by the Company along with interest accrued, if any to the Investor Education and Protection Fund (‘the IEPF), a fund established under sub-section (1) of section 125 of the Act. The details of unclaimed/unpaid dividend are available on the website of your Company viz. www.kewalkiran.com The Company had during the financial year, accordingly, transferred to IEPF, the unpaid and unclaimed dividend amounts pertaining to 4th interim 2015-16 of 17,780/-, Final Dividend 2015-16 of 9,816/-, 1st Interim Dividend 2016-17 of 18,306/- 2nd Interim Dividend 2016-17 of 22,576/-.

Mandatory Transfer of Shares to Demat Account of Investors Education and Protection Fund Authority (IEPFA) in case of unpaid/ unclaimed dividend on shares for a consecutive period of seven years

In terms of Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) (IEPF Rules) shares on which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more are to be credited to the Demat Account of Investor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits (like bonus, etc.), if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shares which are transferred to the Demat Account of IEPFA can be claimed back by the shareholders from IEPFA by following the procedure prescribed under the aforesaid rules. The Company sends out individual communication to the concerned Members whose shares are liable to be transferred to IEPFA on a continuous basis, to take immediate action in the matter.

An aggregate of 2,160 shares are transferred to the IEPFA till date.

The below mentioned is the information relating to outstanding dividend accounts and the due dates for claiming dividends.

Financial year	Date of allotment/declaration	Unclaimed Dividend (in )	Last date for claiming dividend
Final Dividend 2016-17	September 7, 2017	3055.5	October 13, 2024
1st Interim Dividend 2017-18	April 25, 2017	19915	May 25, 2024
2nd Interim Dividend 2017-18	October 14, 2017	15240	November 20, 2024
3rd Interim Dividend 2017-18	January 18, 2018	54919.5	February 23, 2025
4th Interim Dividend 2017-18	March 10, 2018	18340	April 15, 2025
Final Dividend 2017-18	September 4, 2018	8755.5	October 8, 2025
1st Interim Dividend 2018-19	July 21, 2018	23849	August 23, 2025
2nd Interim Dividend 2018-19	October 25, 2018	34430	November 29, 2025
3rd Interim Dividend 2018-19	January 23, 2019	61510	February 26, 2026
4th Interim Dividend 2018-19	March 7, 2019	30080	April 13, 2026
Final Dividend 2018-19	September 18, 2019	6588	October 19, 2026
1st Interim Dividend 2019-20	June 20, 2019	35805	July 23, 2026
2nd Interim Dividend 2019-20	October 22, 2019	34150	November 22, 2026
3rd Interim Dividend 2019-20	January 28, 2020	62610	March 3, 2027
4th Interim Dividend 2019-20	May 26, 2020	22540	July 2, 2027
Final dividend 2019-2020	September 15, 2020	7569	October 22, 2027
1st Interim Dividend 2020-21	October 22, 2020	51479	November 27, 2027
2nd Interim Dividend 2020-21	January 22, 2021	58746	February 25, 2028
1st Interim Dividend 2021-22	October 28, 2021	48867	December 3, 2028
2nd Interim Dividend 2021-22	January 27, 2022	119561	March 4, 2029
3rd Interim Dividend 2021-22	May 11, 2022	136587	June 11, 2029
1st Interim Dividend 2022-23	October 21, 2022	276609	November 23,2029
2nd Interim Dividend 2022-23	April 27, 2023	182504	May 30, 2030
1st Interim Dividend 2023-24	January 20, 2024	56337	February 21, 2031

The web-addresses of the Company and IEPF Authority, where the details of unpaid and unclaimed amounts lying with the Company are uploaded, are https://www.kewalkiran.com/ investors.php#Unpaid%20Dividend%20Data and http://www. iepf.gov.in/

NODAL OFFICER

The nodal officer appointed by your Company under the provisions of IEPF is Mr. Abhijit Warange, Vice President Legal & Company Secretary and the web-address on which the said details are available is https://www.kewalkiran.com/investors. php#IEPF%20Nodal%20Officer/%20List%20of%20shares%20 due%20for%20transfer%20to%20IEPF

DIRECTORS

During the year the below individuals were appointed w.e.f. January 20, 2024 as Non Executive Independent Directors of your Company:

1. Mr. Paresh H. Clerk

2. Mr. Jayraj S. Sheth

3. Ms. Ushma Sheth Sule

Further the following individuals retired on March 31, 2024 as Non Executive Independent Directors of your Company after completing their second term of consecutive five years:

1. Dr. Prakash A. Mody

2. Mr. Nimish G. Pandya

3. Mr. Yogesh A. Thar

Re-appointment of Director retiring by rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Hemant P. Jain (DIN: 00029822), Director of your Company would retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

KEY MANAGERIAL PERSONNEL

Your Company has recognized the following persons as Key Managerial Personnel (KMP) in accordance with the Companies Act, 2013.

1. Mr. Kewalchand P. Jain Chairman and Managing Director

2. Mr. Hemant P. Jain Joint Managing Director

3. Mr. Dinesh P. Jain Whole-time Director

4 Mr. Vikas P. Jain Whole-time Director

5. Mr Bharat Adnani Chief Financial Officer (CFO)

6. Mr. Nimesh Anandpara Deputy Chief Financial Officer

7. Mr. Abhijit Warange Vice President Legal & Company Secretary There were no resignation or new appointments of Key Managerial Personnels during in the year.

COMPLIANCE WITH THE CODE OF CONDUCT

Your Company has put in place a Code of Conduct effective January 14, 2006, for its Board Members and Senior Management Personnel. Declaration of compliance with the Code of Conduct has been received from all the Board Members and Senior Management Personnel as stipulated under Regulation 26(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A certificate to this effect from the Chairman & Managing Director forms a part of this Report.

COMPLIANCE WITH THE CODE OF INDEPENDENT DIRECTORS

Your Company has put in place a Code of Independent Directors approved in the Board Meeting held on May 10, 2014, for its Independent Directors. Declaration of compliance with the code has been received from all the Independent Directors of your Company as required under Section 134 (3) (d) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A certificate to this effect from the Chairman and Managing Director forms a part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Sub Section (6) of Section 149 of the Companies Act, 2013 read with Rule 6(1) and (2) of the Companys (Appointment and Qualification of Directors) Rules, 2014 together with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed that they have registered their names in the Independent Directors Databank. Further, the Board members are satisfied with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors of the Company. The details of familiarisation programme for Independent Directors are available on the Companys website at https://www.kewalkiran.com/admin/uploads/ categoryfiles/943DetailsofFamiliarization23-24.pdf

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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

2. Issue of shares (including Sweat Equity Shares) to employees of the Company under any scheme and ESOS.

3. Issue of shares pursuant to SEBI (Employees Stock Option scheme) Regulations and SEBI (Share Based Employee Benefit) Regulation, 2014.

4. Issue of shares on Preferential basis pursuant to Section 62 of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD MEETINGS

The details of the number and dates of meetings of the Board of Directors held during the Financial Year 2023-24 forms part of the Corporate Governance Report.

COMMITTEES

The disclosure of composition of all Committees constituted by your Board under the Act and the Listing Regulations and the changes if any in the composition of such Committees during the year as well as the number and dates of the meetings of the Committee are given in the Corporate Governance report, which forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of 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 accounts for the financial year ended March 31, 2024 on a ‘going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Your Company has an Internal Control system, commensurate with the size, scale and complexity of its operations. The Internal Auditors monitor and evaluate the efficacy and adequacy of the Internal Control System in the Company, its compliance with operating systems, accounting procedures and policies at all the Company locations. Based on the report of Internal Auditors, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal Control System and suggests improvements to strengthen the same. The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the Internal Audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. Your Board has also reviewed the Internal Processes, System and the Internal Financial Control and the Directors Responsibility Statement contain a confirmation as regards adequacy of the Internal Financial Controls.

Details of Internal Financial Controls and its adequacy are included in the Management Discussion and Analysis Report (‘MDAR) which forms part of this Report.

AUDITORS

The Members of the Company in the 31st Annual General Meeting held on September 6, 2022 had appointed M/s. Jain & Trivedi, Chartered Accountant, as the Statutory Auditors and M/s. N.A. Shah Associates LLP as the Joint Statutory Auditors of the Company for a period of five years i.e. to hold office from the conclusion of 31st Annual General Meeting till the conclusion of the 36th Annual General Meeting of the Company to be held in the year 2027.

AUDIT REPORT

There are no Qualification or Adverse Remark in the Auditors report which require any explanation from the Board of Directors. The Auditors Report on financial statements forming part of this Annual Report is self-explanatory and do not call for any further comments. During the year under review, no frauds were reported by the auditor under section 143(12) of Companies Act, 2013.

DEPOSITS

Your Company has not accepted any public deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 during Financial Year 2023-24.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Your Company has not given any loans or guarantee during the financial year 2023-24. The acquisitions of securities of any other body corporate are within the limit specified u/s 186 of the Companies Act, 2013. The details of the same are given in the notes to financial statements.

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

The details of conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given as Annexure I.

RELATED PARTY TRANSACTIONS

Suitable disclosure as required by the Accounting Standard (AS-24) has been made in the notes to the Financial Statement.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB- SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 is given in Annexure II.

There were no material related party transactions during the year under review with Promoters, Directors or Key Managerial Personnel which may have potential conflict of interest with the Company at large. The Company has developed a Related Party transactions framework through standard operating procedures for the purpose of identification and monitoring of such transactions.

All Related Party Transactions are placed before the Audit Committee. A statement of all Related Party Transactions is placed before Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions for approval. The policy on Related Party transactions as approved by the Board of Directors has been uploaded on the website of the Company. The web-link to the Related Party Policy is https://www.kewalkiran.com/investors. php#Policies

RISK MANAGEMENT

Your Company has a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companys enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Committee has adopted a Risk Management Policy in accordance with Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which has been approved by Board of Directors.

Your Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Companys management systems, organisational structures, processes, standards, code of conduct and behaviours together governs how the Group conducts the business of the Company and manages associated risks.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Fraud free and corruption free work culture has been core of your Company. In view of the potential risk of fraud and corruption due to rapid growth and geographic spread of operation, your Company has put an even greater emphasis to address this risk.

To meet this objective your Company has adopted a Whistle Blower Policy establishing Vigil Mechanism to provide a formal mechanism to the Directors and employees to report their concern about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employee who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.

It is affirmed that no personnel of the Company have been denied access to the Audit Committee in the Financial Year 2023-24.

The Policy on whistle blower/ vigil mechanism may be accessed on the Company website at https://www.kewalkiran.com/ investors.php#Policies

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and/or material orders passed by the Regulators or Courts or Tribunal which would impact the going concern status of the Company and its future operation.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Ummedmal P. Jain, proprietor of M/s U. P. Jain & Co (C.P. No. 2235) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure III and forms an integral part of this report. There are no Qualification, Reservation or Adverse Remark in the Secretarial Audit report which require any explanation from the Board of Directors.

SECRETARIAL STANDARDS

Your Company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India on Meetings of Board of Directors, General Meeting, Dividend and the Boards Report.

COMPANYS POLICY ON DIRECTORS APPOINTMENT, REMUNERATION AND EVALUATION

In terms of the applicable provision of the Companies Act, 2013 read with rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Board had approved the Nomination and Remuneration Policy and Evaluation Policy as recommended by Nomination and Remuneration Committee, in the Board Meeting held on October 10, 2014. The Nomination and Remuneration Committee has incorporated the criteria for determining qualifications, positive attribute and independence of Director in the Nomination and Remuneration and Evaluation Policy in terms of provision of Section 178(3) and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Companys policy on Directors appointment and remuneration and the criteria for determining qualifications, positive attributes and independence of a Director is given at https://www.kewalkiran.com/investors.php#Policies The said policy envisages the criteria for selection and appointment of Board Members like determining qualification, positive attributes and independence of Director, etc. It also lays down the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The detail of the remuneration policy of the Company is given in the Corporate Governance Report, which forms part of this Annual Report. The said policy also lays down the criterion for payment of remuneration to Non-Executive Directors and the web-link of the same is https://www. kewalkiran.com/investors.php#Policies

ANNUAL BOARD EVALUATION

Your Board has adopted a formal mechanism for evaluating its performance and as well as that of its Committee and individual Directors, including the Chairman of the Board.

The criteria for performance evaluation of the Board include aspects like Board composition and structure effectiveness of Board processes, information and functioning, experience, competencies, etc. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who was evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest, etc. The evaluation of the independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

REMUNERATION OF DIRECTORS AND EMPLOYEES

The information required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors report for the year ended March 31, 2024 and the prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure-IV and forms part of this report.

Save and except the relation between the Executive Directors inter se (the executive directors are brothers) none of the employees listed in the said annexure is a relative of any Director of the Company. None of the employees (save and except the Executive Directors) hold (by himself or along with his/her spouse and dependent children) more than two percent of the equity shares of the Company.

CORPORATE SOCIAL RESPONSIBILITY REPORT

The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy of the Company indicating the activities to be undertaken by the Company which has been approved by the Board. The Corporate Social Responsibility Policy may be accessed on the Companys website at https:// www.kewalkiran.com/investors.php#Policies . The Company considers Corporate Social Responsibility spend in the areas of Healthcare, Education, Animal welfare and such other areas as the Board may deem fit from time to time so as to qualify as a Corporate Social Responsibility spend pursuant to the Corporate Social Responsibility Policy of the Company and in accordance with the provisions of the Companies Act 2013 and the rules made there under.

The report on Corporate Social Responsibility initiatives as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is given as Annexure-V.

EXTRACT OF ANNUAL RETURN

Pursuant to amendment to Section 92 of the Act read with the Rule 12 of Companies (Management and Administration) Rules, 2014, your Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards Report. Annual Return as at March 31, 2024 is available on website of the Company www.kewalkiran.com

ENVIRONMENT AND SAFETY

Your Company is conscious of the importance of environmentally clean and safe operations. Your Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances with environmental regulations and preservation of natural resources. The Company provides a safe and healthy workplace focussing on creating right safety culture across the organisation and aims to achieve ultimate goal of zero injuries to all its employees and all stakeholders associated with the Companys operations.

MAINTENANCE OF COST RECORD

Your Company is not required to maintain cost record as specified by the Central Government under section 148(1) of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed review of Industry Structure and Developments, Internal Control System, Risk and Concern, operations, performance and future outlook of the Company is given separately under the head Management Discussion and Analysis Report as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms a part of this Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. Your Company has also implemented several best Corporate Governance practices as prevalent globally.

The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of the Annual Report.

The requisite certificate from the Auditors, M/s. Jain & Trivedi, Chartered Accountants and M/s N.A Shah Associates LLP, Chartered Accountants, confirming the compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a part of this report.

DISCLOSURES PERTAINING TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

The following is a summary of sexual harassment complaints received and disposed of during the year:

(a) Number of complaints pending at the beginning of the year; 0

(b) Number of complaints received during the year: 0

(c) Number of complaints disposed of during the year: 0

(d) Number of cases pending at the end of the year: Not Applicable

ACKNOWLEDGEMENTS

Your Board would like to place on record its sincere appreciation for the wholehearted support and contribution made by its customers, its shareholders and all its employees across the country, as well as the various Government Departments, Banks, Distributors, Suppliers and other business associates towards the conduct of efficient and effective operations of your Company.

	For and on behalf of the Board
	Kewalchand P. Jain
Place: Mumbai	Chairman & Managing Director
Dated: August 13, 2024	DIN: 00029730