Khemani Distributors & Marketing Ltd Directors Report

Dear Members of,

Khemani Distributors & Marketing Limited

Your Directors are pleased to present the 14th Annual Report of the Company together with the Audited Financial Statements and Auditors Report for the Financial Year 2024-25.

1. FINANCIAL PERFORMANCE AND STATE OF AFFAIRS: -

The Standalone Financial Statements for the F.Y. ended 31st March, 2025, forming part of this Annual Report, have been prepared in accordance with the Generally Accepted Accounting Principles in India (‘Indian GAAP) to comply in all material respects with the notified Accounting Standards (‘AS) prescribed under Section 133 of the Companies Act, 2013 ("Act") and other recognized accounting practices and policies to the extent applicable. The Companys performance during the F.Y. under review as compared to the previous F.Y. is summarized below:

(Amount in lacs)

Particulars	FY - 2024-25	FY - 2023-24
Revenue from Operations	8756.24	9793.85
Other Income	455.60	1401.93
Total Income	9211.84	11195.78
Total Expenses	7404.04	7359.40
Profit / (Loss) Before Tax & Exceptional Items	1807.80	3836.38
Less: Exceptional items	0.00	0.00
Profit / (Loss) Before Tax	1807.80	3836.38
Less: Tax Expense:
- Current Tax	438.00	723.13
- Deferred Tax	0.15	0.32
Net Profit / (Loss) After Tax	1369.65	3112.92

During the year, your Company has recorded a Total Income of Rs. 9211.84 Lacs as compared to that of the previous year which was Rs. 11,195.78 Lacs. Accordingly, the Profit after tax of the Company was Rs. 1369.65 Lacs as compared to the Profit after tax of the previous year Rs. 3112.92 Lacs.

Your Directors are hopeful and committed to improve the profitability of the Company in the coming year. The Directors are aiming to achieve this by the provision of quality services, widespreading its services, the addition of new services into its portfolio, and capitalizing on the opportunities provided by the industry and the market.

2. TRANSFER TO RESERVES: -

Total of profit amounting to Rs. 1369.65 Lacs has been transferred to Reserves.

3. DIVIDEND: -

With the company currently in a growth phase and focused on expanding its operations, the Board of Directors believes it is prudent to reinvest the earnings into business. Therefore, no dividend has been proposed for the year ended March 31, 2025.

4. UNCLAIMED DIVIDEND:

There is no balance lying in unpaid equity dividend account.

5. DEPOSITS: -

During the year under review, the Company has not accepted any deposit from the public falling within the ambit of section 73 of Companies Act 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

6. BOARD OF DIRECTORS: -

The Board of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Non-Independent Director and Non-Executive Independent Directors including Women Director in accordance with the provisions of Act and SEBI Listing Regulations. All the Directors possess extensive experience and specialized knowledge in various sectors, encompassing finance, accountancy, and other relevant areas.

During the year under review, there has been no change in the Board of Directors of the Company.

As on 31st March, 2025, the Board of your Company consists of Six (6) Directors as follows:

Sr. No.	Name of Director and DIN	Status
1.	Mr. Vijaykumar Mangturam Khemani (DIN: 02227389)	Chairman Executive Director
2.	Mr. Amitkumar Vijaykumar Khemani (DIN: 02227413)	Executive Director
3.	Mrs. Anupa Amitkumar Khemani (DIN: 07360209)	Non-Executive Director Non-Independent Director (Woman Director)
4.	Mr. Amit Mahavirprasad Jain (DIN: 07368746)	Independent Director
5.	Mr. Balkishan Ramsnehi Agarwal (DIN: 07403295)	Independent Director
6.	Mr. Mukeshkumar Devidutt Kabra (DIN: 07987025)	Independent Director

Mr. Amitkumar Vijaykumarji Khemani (DIN: 02227413), retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Appointment of Mrs. Pratibha Pankaj Gulgulia (07121815) was made after the completion of financial year and is proposed to be regularized as an Independent Director in the ensuing Annual General Meeting.

None of the Directors of the Company have incurred any disqualification under Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. All the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of SEBI or MCA or any other such Regulatory Authority.

None of the Director is a Director in more than 10 Public Limited Companies or acts as an Independent Director in more than 7 Listed Companies. Further, none of the Directors on the Companys Board is a Member of more than 10 (ten) Committees and Chairman of more than 5 (five) Committees (Committees being, Audit Committee and Stakeholders Relationship Committee) across all the Companies in which he/she is a Director. All the Directors have made necessary disclosures regarding Committee positions held by them in other companies as on 31st March, 2025.

7. KEY MANAGERIAL PERSONNEL: -

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31st March, 2025, are:

Sr. No.	Name	Designation
1.	Mr. Vijaykumar Mangturam Khemani (DIN: 02227389)	Chairman & Managing Director
2.	Mr. Amitkumar Vijaykumar Khemani (DIN: 02227413)	Whole Time Director & CFO
3.	Ms. Charmi Soni	Company Secretary & Compliance Officer

During the Year under review, Ms. Meghavi Gonawala has resigned from the post of Company Secretary and Compliance Officer with effect from 14th February, 2025.

Further Ms. Charmi Soni who is an associate member of the Institute of Company Secretaries of India appointed as a Company Secretary and Compliance Officer with effect from 15st February, 2025.

8. COMPOSITION OF COMMITTEES OF BOARD AND ITS MEETINGS: -

The details pertaining to the composition of Committees of the Board and their meetings held during the year are provided in Annexure-1.

9. MEETINGS OF BOARD OF DIRECTORS/BOARD MEETINGS: -

During the financial year ended on 31st March, 2025, four (4) Board meetings were held. The maximum interval between any two meetings did not exceed 120 days. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Details of Board Meetings held during the year:

Sr. No.	Date of Meetings	Board Strength	Directors Present
1	02/05/2024	6	6
2	26/08/2024	6	5
3	24/10/2024	6	6
4	15/02/2025	6	5

Attendance of Directors at the Board Meetings and at last AGM:

Name of Directors	No. of Board Meetings held and attended during the FY - 2024-25		Whether Last AGM attended
	Held	Attended
Vijaykumar Khemani	4	3	Yes
Amitkumar Khemani	4	4	Yes
Anupa Khemani	4	4	Yes
Amit Jain	4	4	Yes
Balkishan Agarwal	4	4	Yes
Mukeshkumar Kabra	4	3	Yes

10. GENERAL MEETINGS: -

During the year under review, 13th Annual General Meeting of the Company was held on 20th September, 2024. No Extra-Ordinary General Meeting was held during the year.

11. DECLARATION FROM INDEPENDENT DIRECTORS: -

The Company has received Declarations from all the Independent Directors confirming that:

they meet the criteria of independence as prescribed under the provisions of the Companies Act, read with the Schedule and Rules issued thereunder, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company; and

they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act and formulated by the Company; and

they have registered their names in the databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act, and the rules made thereunder and are independent of the management.

12. SEPARATE MEETING OF INDEPENDENT DIRECTORS: -

In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on October 24, 2024 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.

13. BOARD EVALUATION: -

In accordance with the provisions of the Companies Act, 2013 and the corporate governance requirements stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of Directors has undertaken an annual evaluation of its own performance, the functioning of its committees, and that of individual directors.

The evaluation process was carried out based on the criteria laid down by the Nomination and Remuneration Committee (NRC), which covered various parameters such as the composition and structure of the Board and its committees, the effectiveness of meetings, access to relevant information, and overall functioning.

Inputs were sought from all directors and committee members to assess the performance of the Board and its committees. The performance of individual directors was reviewed by the Board and the NRC, based on parameters including knowledge, skillset, experience, level of engagement, time commitment, and their understanding of roles, responsibilities, and long-term strategic issues facing the Company. The Chairmans performance was also assessed with reference to his leadership and role-specific responsibilities.

A separate meeting of Independent Directors was held to evaluate the performance of the Non-Independent Directors, the Board as a whole, and the Chairperson, after considering the inputs from both Executive and Non-Executive Directors.

Subsequently, the outcome of the Independent Directors meeting and the overall performance evaluation was discussed at the following Board meeting. The performance of Independent Directors was evaluated by the entire Board, excluding the Independent Director being evaluated.

14. DIRECTORS RESPONSIBILITY STATEMENT: -

Pursuant to the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability, confirm that- (i) in the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed and no material departures have been made for the same; (ii) appropriate accounting policies have been selected and applied them consistently and judgments and estimates have been made 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 31st March, 2025 and of the profit of the Company for that period; (iii) proper and sufficient care have been taken for 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; (iv) the annual accounts have been prepared on a "going concern" basis; (v) the internal financial controls laid down are properly followed and are adequate and operating effectively; (vi) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

15. SHARE CAPITAL: -

Authorised Share Capital:

The Authorised Share Capital of the Company is Rs. 11,50,00,000/- (Rupees Eleven Crore Fifty Lakh Only) divided into 2,30,00,000 (Two Crore Thirty Lakh) equity shares of Rs. 5/- (Rupees Five) each.

Issued and Paid Up Share Capital:

The Company has Paid-Up Share Capital of Rs. 11,48,70,000/- (Rupees Eleven Crore Forty-Eight Lakh Seventy Thousand) consisting of 2,29,74,000 (Two Crore Twenty-Nine Lakh Seventy-Four Thousand) equity shares of Rs. 5/- each as on 31st March, 2025.

There has been no change in the Equity Share Capital of the Company during the financial year ended 31st March, 2025.

16. RELATED PARTY TRANSACTIONS: -

Your Board endeavors that all contracts/ arrangements/transactions entered by the Company during the financial year with related parties are in the ordinary course of business and on an arms length basis only.

During the year under review, all the transactions with related parties are placed before the Audit Committee for its approval. All the transactions with related parties entered into during the year under review were at an arms length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, details that are required to be reported in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is attached herewith as Annexure-2.

17. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS: -

Details of Loans, Guarantees and Investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

18. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES: -

The information required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time-to-time, are provided in Annexure-3.

During the year, none of the employees received remuneration in excess of the prescribed limit in accordance with the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 2013.

19. CORPORATE GOVERNANCE: -

Pursuant to Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Compliance with the Corporate Governance provisions shall not apply in respect of the Companies listed on SME platform of exchange. Since Our company is listed on BSE SME platform of the exchange, hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.

20. STATUTORY AUDITORS: -

At the 10th Annual General Meeting held on 22nd September, 2021, the Members approved the appointment of M/s. B Chordia & Co., Chartered Accountants (FRN: 121083W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 15th AGM.

M/s. B Chordia & Co. is a Partnership and Peer Review Certified Chartered Accountants Firm. The Firm/Partners have rich experience in Statutory, Concurrent, Revenue & Inspection Audits among Banking Sector and other Private/Listed Companies.

21. INTERNAL AUDITORS: -

M/s. Ravindra Dhakar & Associates, Chartered Accountants, Surat were appointed as the Internal Auditors of the Company for the FY - 2024-25 in the Board Meeting held on 02nd May 2024, in accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014. The auditors have carried out Internal Audit during the FY 2024-25. Their reports were reviewed by the Audit Committee.

22. SECRETARIAL AUDITORS: -

The Board had appointed Mr. Bhaveshkumar Rawal, Practicing Company Secretary, to carry out the Secretarial Audit of the Company for the financial year 2024–25.

Based on the recommendation of the Audit Committee, the Board proposes to appoint Mr. Bhaveshkumar Rawal, Company Secretary in Practice (FCS - 8812, COP - 10257), who is also a Peer Reviewed Company Secretary, as the Secretarial Auditor of the Company, for a term of five consecutive financial years, commencing from April 1, 2025 and ending on March 31, 2030. This appointment is being made pursuant to the recent amendment to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as notified under the SEBI (LODR) (Third Amendment) Regulations, 2024, effective from April 1, 2025.

The Secretarial Audit Report for the financial year ended March 31, 2025, as issued by Mr. Bhaveshkumar Rawal, is attached to this report as Annexure 4.

The observations made in the Secretarial Audit Report and the corresponding explanations/clarifications provided by the Board of Directors, wherever necessary, are self-explanatory and do not call for any further comments.

23. COST AUDITORS: -

The Company is not required to maintain Cost Records as specified by Central Government under section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are not made and maintained.

24. COMMENTS ON AUDITORS REPORT: -

The Auditors have issued an unmodified opinion on the Financial Statements for the financial year ended 31st March, 2025. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. The said Auditors Report for the financial year ended 31st March, 2025 on the financial statements of the Company forms part of this Annual Report.

The notes referred to in the Auditors Report are self-explanatory and as such they do not call for any further explanation.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO: -

The information on Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo, as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as below:

Particulars	FY - 2024-25	FY - 2023-24
Conservation of Energy	The Company is engaged in Trading Sector. The Company is using electricity and generators in office and Regular steps have been taken to improve energy consumption by using LED lights in office premises. Your Company is using Electricity as source of energy only.
Technology Absorption	NIL
Foreign Exchange Earnings	NIL
Foreign Exchange Expenditure	NIL

26. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY: -

The Company has an adequate system of internal controls in place, commensurate with the size and nature of its business. These controls have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses, compliance with regulations.

The Companies Act, 2013 re-emphasizes the need for an effective internal financial control system in the company. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of internal financial controls with reference to the financial statements to be disclosed in the Boards Report. The detailed report forms part of Independent Auditors Report.

27. CORPORATE SOCIAL RESPONSIBILITY [CSR]: -

The report on CSR activities is attached to this report as Annexure-5. The total obligation of the Company towards CSR Expenditure for the Financial year 2024-25 was Rs. 34,90,608/- against which the Company has spent Rs. 35,00,000/-.

28. VIGIL MECHANISM/ WHISTLE BLOWER POLICY: -

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns about unethical behavior. No person has been denied access to the Chairman of the Audit Committee. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The Vigil Mechanism / Whistle Blower Policy is available on the Companys website www.khemanigroup.net. During the year under review, there were no instances of whistle blowers.

29. MANAGERIAL REMUNERATION: -

The Company has paid Rs. 10,80,000/- as Remuneration to the Directors during the year:

Sr. No. Name of Directors	Designation	Remuneration (in Rs.)
1 Mr. Vijaykumar Khemani	Chairman & Managing Director	1,80,000/- p.a
2 Mr. Amitkumar Khemani	Whole Time Director & CFO	9,00,000/- p.a

30. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013: -

As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained an internal policy to prevent womens harassment at work and covered all employees so they could directly make complaints to the management or Board of Directors if such situation arises. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace.

The Management and Board of Directors together with confirm a total number of complaints received and resolved during the year is as follows:

No. of Complaints received: 0

No. of Complaints disposed: 0

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: -

Pursuant to the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis Report capturing your Companys performance, industry trends and other material changes with respect to your Company is attached to this report as Annexure-6.

32. MATERIAL CHANGES: -

There have been no material changes and commitments, affecting the financial position of the company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

However, the mandatory offer for sale was made by Mr. Vijaykumar Khemani to achieve and comply with Minimum Public shareholding of 25%.

33. RISK MANAGEMENT: -

In todays economic environment, Risk management is a very important and integral part of the Companys strategy and for the achievement of our long-term goals. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The Directors of the Company take pro-active steps to minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The risk management policy is placed on the companys website.

During the year under review the company has developed and effectively implemented the risk management policy, a statement of which including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company as per the provisions of Section 134(3)(n) of Companies Act, 2013, has been annexed as Annexure 7.

34. CHANGE IN THE NATURE OF BUSINESS: -

For sustained growth in the future, Company wants to rely on its main business only. Hence, there is no change in the nature of the business of the Company during the year.

35. INSURANCE: -

Your Company has taken appropriate insurance for all assets against foreseeable perils. The company keeps reviewing the insurance amount every year as per requirement.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS: -

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

However, During the year, the Company received a SEBI Show Cause Notice for procedural lapses, including delayed open offer and disclosure issues. The penalty was paid in full, and the matter is closed. The Board remains committed to compliance and has strengthened internal controls.

37. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES: -

As on 31st March, 2025, your Company does not have any Joint Ventures, Subsidiaries and Associates Company. Hence, the requirement of providing details in Form AOC-1 is not required.

38. CREDIT RATING: -

No Credit Rating has been done by the Company during the year.

39. ANNUAL RETURN: -

Pursuant to Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, the Annual Return in the Form MGT-7 as on 31st March, 2025 shall be available on the Companys website www.khemanigroup.net.

40. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE:

Pursuant to Regulation 15(2) of the SEBI LODR, Regulations, 2015, Para C, D and E of Schedule V is not applicable to Companies listed on the SME Platform of BSE Limited. Hence, as per the exemptions available Certificate on Corporate Governance is not provided.

41. AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE: -

The Company is listed on the SME Platform of BSE Limited. Hence, as per the exemptions available to SME Listed Companies, Auditors Certificate on Corporate Governance is not provided.

42. DECLARATION REGARDING COMPANYS CODE OF CONDUCT:

The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on annual basis. In this regard certificate from Managing Directors as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached to this report as Annexure-8.

43. STATUTORY INFORMATION:

The company is engaged into the business of stockist & distribution of HUL products and trading of securities in derivatives and is listed on BSE SME Platform. Apart from this business, the company earns other income through investments and dividends.

44. CEO / CFO CERTIFICATION: -

In terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, CFO have certified the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the year ended 31st March, 2025. The certificate is attached herewith as per Annexure-9.

45. RESEARCH & DEVELOPMENT:

During the year under review, expenditure on research and development is insignificant in relation to the nature size of operations of your Company.

46. LISTING OF SHARES AND LISTING FEES:

The equity shares of your company are listed on the SME platform of Bombay Stock Exchange. The company has paid annual listing fees to the stock exchange for the financial year 2024-25.

47. PREVENTION OF INSIDER TRADING:

The company has adopted a Code of internal procedures and conduct for regulating, monitoring and reporting of trading by insiders and Code of practices and procedures for fair disclosure of unpublished price sensitive information with a view to regulate trading in securities by the directors and designated employees of the company. The code requires pre-clearance for dealing in the companys shares and prohibits the purchase or sale of company shares by the directors and the designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the trading window is closed. The board is responsible for implementation of the Code.

The company has a Prohibition of Insider Trading Policy and the same available on the Companys website.

48. AWARDS AND RECOGNITION: -

During the year under review, your Companys work has been recognized and appreciated by Hindustan Unilever Limited for its contribution as valued partner with Modern Trade.

49. COMPLIANCE OF SECRETARIAL STANDARDS: -

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to Board Meetings and General Meetings respectively and approved by the Central Government under section 118(10) of the Companies Act, 2013.

50. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION 143(12) OF COMPANIES ACT, 2013:

Pursuant to provisions of Section 143 (12) of the Act, the Statutory Auditors and the Secretarial Auditor have not reported any incident of fraud to the Audit Committee or Central Government during the year under review.

51. DISCLOSURE REGARDING PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE (IBC), 2016: -

During the year under review, your Company has neither made any Application nor are any Proceedings pending under the Insolvency and Bankruptcy Code (IBC), 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

52. DISCLOSURE ABOUT THE DIFFERENCE BETWEEN THE AMOUNTS OF THE VALUATION EXECUTED AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: -

During the year under review, your Company was not required to do any Valuation while taking Loan from the Banks or Financial Institution.

53. GREEN INITIATIVES: -

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the 14th Annual Report of the Company will be sent to all Members via e-mail whose e-mail addresses are registered with the Company. For members who have not registered their e-mail addresses, a letter providing the web-link will be sent to their registered address and physical copy of the Annual Report will be provided upon request.

Members may note that the Notice and Annual Report for the F.Y. 2024-25 will also be available on the websites of the Stock Exchange i.e. Bombay Stock Exchange at www.bseindia.com and on Companys Website at www.khemanigroup.net

54. CAUTIONARY STATEMENT: -

The Annual Report including those which relate to the Boards Report, Management Discussion and Analysis Report may contain certain statements on the Companys intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward looking statement. Some of the factors that could affect the Companys performance could be the demand and supply for Companys product and services, changes in Government regulations, tax laws, etc.

55. APPRECIATION: -

The Board of Directors wishes to place on record its heartfelt appreciation for the sincere efforts, dedication, and unwavering commitment demonstrated by employees across all levels of the organization. Their consistent hard work and sense of ownership have been instrumental in enabling the Company to navigate challenges, seize opportunities, and sustain its growth trajectory.

The Directors further express their gratitude for the continued support, collaboration, and loyalty extended by the employees, which has significantly contributed to the Companys operational efficiency and overall performance during the year. The Board firmly believes that the collective strength of its workforce remains one of the most valuable assets of the Company and looks forward to their continued contribution in the future.

56. ACKNOWLEDGEMENT: -

Your Directors would like to express their gratitude to the esteemed Shareholders for their trust and confidence in the management of the Company. They would also like to place on record their sincere appreciation for the continued co-operation, guidance, support, and assistance extended by bankers, customers, suppliers, local authorities, business associates, auditors, consultants, financial institutions, government and non-government agencies, and various other stakeholders.

The Directors appreciate and value the contribution made by every Members of the Company. Your Directors also wish to place on record their appreciation for the committed services by the executives, staff and employees of the Company.

		For and on behalf of the Board
		Khemani Distributors and Marketing Limited
	Sd/-	Sd/-
	Vijaykumar Khemani	Amitkumar Khemani
	Chairman & Managing Director	Whole Time Director & CFO
	DIN: 02227389	DIN: 02227413
Place: Surat
Date: 20/08/2025