KGN Industries Ltd Directors Report

To

The Members of

M/s. KGN INDUSTRIES LIMITED

Your Directors have pleasure in presenting the Board Report on the business and
operations of your Company together with the Audited Financial Statements and the
Auditors Report ("Report") for the financial year ended March 31, 2025.

Financial Performance

The Summary of your Companys financial performance are as under

PARTICULARS	2024-2025	2023-24
	(In INR)	(In INR)
Total Operational Income	0	0
Other Income	30,85,823	29,06,066
Total Income	30,85,823	29,06,066
Total Expenses	25,12,692	23,66,993
Profit/(Loss) before Tax	5,73,131	5,39,073
Less: Current Tax	99,960	78,567
Less: Deferred Tax Liability / (Assets)	0	0
Profit / (Loss) after Tax	4,73,171	4,60,506

State of Companys Affairs

Your Company during the Financial Year under review has not earned Revenue from the
business operations however has generated the other income and generated the net profit
amounting to Rs. 4,73,171 /

Future Outlook

Your Company has always focused on profitable growth in long-term. Your Company
seeks long-term relationship with clients while addressing their requirements and the
customer centric approach shall result in high level of client satisfaction & retention. Your
Directors assures you that they would grab all business opportunities that could be seized
from the market for the overall development of our business and foresee bright prospects of
the Company in the years to come.

Dividend

With a view to conserve the resources for future business operations and expansion of the
Companys business, your directors have not recommended any Dividend for the financial
year 2024-25.

Reserves

As permitted under the provisions of the Companies Act, 2013 (the Act), the Board has
transferred the entire amount available for appropriation for the current Financial Year
2024-25 to the Reserve.

Deposits

During the year, the Company has not accepted Deposits as defined under the Companies
Act, 2013 read with the Companies (Acceptance of Deposit Rules), 2014.

Changes in Nature of Business

No Changes have been made in nature of business by the Company during the Financial
Year.

Material changes and commitments

No material changes or commitments, affecting the financial position of the Company have
occurred between the end year under review and the date of the Boards Report.

Transfer of unclaimed dividend to Investor Education and Protection Fund

Since there in no unpaid or unclaimed dividend for any of the financial year which is
required to be transferred during the Financial Year under purview and therefore the
provisions of Section 125 (2) (c) of the Companies Act, 2013 does not apply. Further, there
were no funds which was required to be transferred to Investor Education and Protection
Fund (IEPF).

Board Meetings

During the financial year 2024-25, Nine (9) Meetings of the Board of Directors were held
and the intervening gap between any two meetings were within the period prescribed by
the Companies Act, 2013 and rules made thereunder and in respect of these meetings,
proper notices were given and the proceedings were properly recorded and signed in the
Minutes Book maintained for the purpose.

Audit Committee

The company does have audit committee during the year under review pursuant to the
provisions of Section 177 of the Companies Act, 2013 read with rule 6 of the Companies
(Meetings of Board and its Powers) Rules.

Directors and Key Managerial Personnel

a. Changes in Directors:

List of directors as on March 31, 2025

Director name	DIN	Position
Babulal Hirani	02362983	Director
Janki Vaishya	03050746	Director
Arifbhai Memon	00209693	Managing Director
Ismail Memon	00209507	Director
Rohan Parikshit Patil	09065286	Director
Rajit Singh Patel	08418829	Director
Mohammad Mansoor	03567053	Director
Jignesh Babulal Hirani	06573673	Director
Sitaram Prasad Paikray	00367827	Director

b. Retirement by rotation of Directors:

In accordance with the provisions of Section 152 of the Act, read with rules made
thereunder and Articles of Association of the Company, Mr. Arifbhai Ismailbhai
Memon (DIN- 00209693) is liable to retire by rotation and being eligible for
reappointment.

c. Changes in Key Managerial Personnel

The Company was required to appoint Key Managerial Personnel as per Section
203(1) of the Companies Act, 2013, Mr. Arifbhai Ismailbhai Memon is Managing
Director of the Company and Ms Muskan Bhandari as a Company Secretary.

Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule
12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual
Return of the Company for the financial year ended March 31, 2025 is placed on the
Companys website and the copy of Annual Return is available for the inspection at the
Registered office for all its members.

Significant and Material Orders

During the financial year under review, there were no significant and material orders
passed against the Company by any of the Regulators or Courts or Tribunals which has
affected the going concern status and the future operation of the Company.

Proceedings under Insolvency and Bankruptcy Code, 2016

There was no application made against the Company during the financial year under
review for the initiation of the CIRP under the Insolvency and Bankruptcy Code, 2016.

Valuation

The Company has not entered in to any One Time Settlement (OTS) with any of its bank or
financial institution during the financial year under review and therefore in such
circumstances the reporting requirement with regard to the difference of the valuation at
the time of entering into an OTS and the valuation while taking loan from the Banks or
Financial Institutions shall not arise.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, The
company has obtained the secretarial auditors report on the applicable statutory provisions.

The secretarial auditor has mentioned that "The Delisting Committee of the Bombay Stock
Exchange has passed an order for Compulsory Delisting of Equity Shares of the Company
under the SEBI (Delisting of Equity Shares) Regulations, 2009 w.e.f July 13, 2022." In
response to which board hereby submits that The Company is in the process of Exploring
the options for relisting of the Equity shares on the BSE Platform"

Conservation of Energy, Technology Absorption and Foreign Exchange Outgo

The information pertaining to conservation of energy, technology absorption, foreign
exchange Earnings and outgo as required under Section 134(3) (m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as under.

a. Conservation of Energy

Your Company firmly committed to reduce the consumption of power by introducing more
energy efficient systems and technology in its operations. The operations of the company
are not that energy intensive. However, the company endeavored to conserve energy
consumption wherever feasible.

Steps taken for conservation	No specific measures were taken
Steps taken for utilizing alternate sources of energy	NIL
Capital investment on energy conservation equipments	NIL

b. Technology Absorption

Efforts made for technology absorption	No new technology is absorbed by the company as the company is equipped in well manner with all the required technologies and resources that it requires in order to have smooth functioning of business operations.
Benefits derived	Not Applicable
Expenditure on Research & Development, if any	No Research and development were carried out during the year under report.
Imported Technology
Details of technology imported	No technology was imported during the year with respect to energy conservation
Year of import	Not Applicable
Whether imported technology fully absorbed	Not Applicable
Areas where absorption of imported technology has not taken place, if any	Not Applicable

c. Foreign Exchange Earnings / Outgo

There were no foreign exchange earnings and outgo during the financial year under
review.

Statutory Auditors

M/ s. Kamlesh Bhojani & Associates, Chartered Accountants, (Firm Registration No:
127505W) was appointed as Statutory Auditors of the Company.

Changes in Share Capital

a. Authorised Share Capital

There is no change in the Authorised Share Capital of your Company during the
period under report.

b. Paid Up Share Capital

There is no change in the Paid-up Share Capital of your Company during the period
under report.

The Company has not bought back any of its securities or has not issued any Bonus Shares
or any Sweat Equity Shares or has not provided any Stock Option Scheme to the employees
during the year under review.

Industrial Relations & Human Resources

The Company treats its all manpower as a valuable assets and growth of the Company is
possible through entire workforce working in the Company. The relation with workmen
and staff continued to be extremely cordial during the year under review. The Board
wishes to take place on record its appreciation for the valuable services rendered by its
entire workforce.

Environment, Health and Safety

The Company is conscious of the importance of environmentally clean & safe operations.
The Companys policy requires conduct of operation in such a manner, so as to ensure
safety of all concerned compliances, environmental regulations and preservation of natural
resources.

Companys Policy on Appointment and Remuneration of Directors pursuant to Section
178 of the Act

Since the Company being a Public Company and does not belong to class of companies
with respect to mandatory constitution of Nomination & Remuneration committee and
accordingly the Company is not required to formulate policy on Directors Appointment
and Remuneration.

Directors Responsibility Statement

In accordance with the provisions of section 134(5) of the Companies Act 2013:

i. Your Directors have followed the applicable accounting standards along with proper
explanation relating to material departure, if any, while preparing the annual
accounts;

ii. Your 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 financial year
and of the Profit of the Company for the period;

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

iv. Your Directors have prepared the annual accounts on a going concern basis;

v. Your Director have laid down proper internal financial control which are adequate
and are operating effectively; and

vi. Your Directors have devised proper system to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.

Statutory Auditors Observation/ Qualification/Reservation/ Adverse Remark

The Statutory Auditors have not made any adverse remarks or reservations or qualified

their report for the Company for the Financial Year ended on March 31, 2025.

Reporting of Fraud

The Statutory Auditors of the Company have not reported any Fraud as specified under the

second proviso of section 143(12) of the Companies Act, 2013.

Particulars of Loans, Guarantees or Investment

a) Loans granted: During the financial year under review the company has not granted
any loans as covered under Section 185 and as provided under Sec. 186 of the
Companies Act, 2013 during the financial year under review.

b) Investments made: During the financial year under review the company has not
made any Investment as stated under Sec. 186 of the Companies Act, 2013 during the
financial year under review.

c) Guarantee given or Security provided: During the financial year under review the
company has not given any Guarantee or provided security as provided under Sec.
186 of the Companies Act, 2013 during the financial year under review.

Related Party Transactions

During the year 2024-25, your Company has entered into related party transactions and the
same are in compliance with the provisions of Sec. 188 of the Companies Act, 2013 and
rules framed thereunder. Form No. AOC-2 is annexed with this report at Annexure-A.

The said transactions were undertaken in the ordinary course of business at the Arms
Length basis and such material transactions are reported in Form No. AOC-2 and annexed
with this report at Annexure-A. The Company has entered into the said transactions with
the related party by passing an omnibus resolution in the meeting of the Board of Directors
and Shareholders, as may be applicable, as per the requirements of Section 188 of the Act.

Risk Management Policy

In todays economic environment, Risk management is a very important part of business.
The main aim of risk management is to identify, monitor and take precautionary measures
in respect of the events that may pose risk for the business. Companys risk management is
embedded in the business processes and thereby reduces the risk to its possible extent.

The Company being a Public Limited Company is not under the purview for constituting
Risk management committee under the provisions of listing agreement. However, the
Board periodically reviews the operations of the Company and identifies the risk /
potential risk, if any to the Company and implement the necessary course of action(s)
which the Board deems fit in the best interest of the Company.

It may be noted that a risk management plan of the Company is developed and
implemented for creating and protecting the Shareholders value by minimizing threats or
losses and to identify and provide a framework that enables future activities of a Company
to take place in a consistent and controlled manner. In the opinion of the Board, there is no
any risk which may threaten the existence of the Company.

Further, almost all the business operations are being carried out directly under the
supervision and control of the Directors leaving no scope of any fraud or irregularities.

Details of Subsidiary, Joint Venture or Associates

The Company has subsidiary company i.e. M/s. KGN Projects Limited.

The Company has a holding company i.e. M/s. KGN Holdings Private Limited
Corporate Social Responsibility

Since the Company does not fall in any of the criteria mentioned in Section 135(1) of the Act
and rules framed there under, your Company is not required to constitute a Corporate
Social Responsibility ("CSR") Committee.

Annual Evaluation by the Board of Performance of Directors

The statement indicating the manner in which formal annual evaluation has been made by
the Board of Directors of its own performance and that of its committees and Individual
Directors is not applicable to your Company during the financial year under review.

Vigil Mechanism

Since the Company does not fall in any of the criteria mentioned in Section 177(9) read with
rule 7 of the Companies (Meetings of Board & its Power) Rules, 2014, are not applicable to
the Company. Your Company believes in promoting a fair, transparent, ethical &
professional work environment. The Mechanism is established for Directors and employees
to report their concerns before the Board.

Disclosure of Remuneration to the Employees

None of the employees have received remuneration exceeding the limit as stated in rule 5
(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.

Internal Financial Controls

The Board has in place proper and adequate internal control systems commensurate with
the nature of its business, size and complexity of its operations and procedures for ensuring
the orderly and efficient conduct of its business including adherence to the 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 disclosures.

Disclosures under Sexual Harassment

Your Company has zero tolerance for sexual harassment at workplace under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(POSH Act) and the Rules framed there under. An Internal Complaints mechanism has
been set up to redress complaints regarding sexual harassment and further the Company
ensures that there is a healthy and safe atmosphere for every women employee at the
workplace.

Your directors further state that during the year under review, there were no complaints
received or cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgement

The Directors wish to place on record their deep sense of appreciation for the committed
services by our customers, vendors, dealers, investors, business associates and bankers for
their continued support during the year. We place on record our appreciation of the
contribution made by employees at all levels. Our resilience to meet challenges was made
possible by their hard work, solidarity, co-operation and support.

We thank the Government of India, the State Governments and other regulatory authorities
and government agencies for their support and look forward to their continued support in
the future.

Place: Mumbai

Date: July 30, 2025 —

 

Arifbhai Memon

Managing Director DIN- 00209693

 

For, & On behalf of the Board

M/s. KGN Industries Limited

 

Babulal Hirani

Director DIN- 02362983